creditagreement.htm


    
      EXECUTION
COPY

       

      
         

      

      CREDIT
AGREEMENT

       

      Dated as
of April 30, 2009

       

      among

       

      CHECKPOINT
SYSTEMS, INC.,

      as the
Company,

       

      CHECKPOINT
MANUFACTURING JAPAN CO., LTD.,

      as
Japanese Borrower,

       

      CP
INTERNATIONAL SYSTEMS C.V.,

      as the
Dutch Borrower

       

      CERTAIN
FOREIGN SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME

      PARTY
HERETO,

      as
Foreign Borrowers,

       

      CERTAIN
DOMESTIC SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTY
HERETO,

      as
Domestic Guarantors,

       

      CERTAIN
FOREIGN SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME

      PARTY
HERETO,

      as
Foreign Guarantors

       

      THE
LENDERS PARTIES HERETO

       

      and

       

      WACHOVIA
BANK, NATIONAL ASSOCIATION,

      as
Administrative Agent

       

      CITIZENS
BANK OF PENNSYLVANIA,

      as
Syndication Agent

       

      COMERICA
BANK,

      as
Documentation Agent

       

      WACHOVIA
CAPITAL MARKETS, LLC,

      as Joint
Lead Arranger and Book Runner

       

      and

       

      RBS
SECURITIES INC.,

      as Joint
Lead Arranger

       

       

      
         

      

      TABLE OF
CONTENTS

      
        	
                SECTION 1 DEFINITIONS

              	
                1

              
	
                   1.1  Definitions.

              	
                1

              
	
                   1.2  French
      Terms.

              	
                33

              
	
                   1.3  Dutch
      Terms.

              	
                34

              
	
                   1.4  Computation
      of Time Periods.

              	
                35

              
	
                   1.5  Accounting
      Terms.

              	
                35

              
	
                   1.6  Execution
      of Documents.

              	
                36

              
	
                   1.7  Exchange
      Rates; Currency Equivalents

              	
                36

              
	
                   1.8  Redenomination
      of Certain Foreign Currencies and Computation of Dollar
      Equivalents.

              	
                36

              
	
                SECTION 2 CREDIT
      FACILITY

              	
                37

              
	
                   2.1  Revolving
      Facilities.

              	
                37

              
	
                   2.2  Swingline
      Loan Subfacility.

              	
                39

              
	
                   2.3  Letter
      of Credit Subfacility.

              	
                41

              
	
                   2.4  Additional
      Loans.

              	
                45

              
	
                   2.5  Default
      Rate and Payment Dates.

              	
                47

              
	
                   2.6  Extension
      and Conversion.

              	
                47

              
	
                   2.7  Voluntary
      Prepayments and Mandatory Prepayments.

              	
                48

              
	
                   2.8  Termination
      and Reduction of Commitments.

              	
                49

              
	
                   2.9  Fees.

              	
                49

              
	
                   2.10  Computation
      of Interest and Fees; Usury.

              	
                51

              
	
                   2.11  Pro
      Rata Treatment and Payments.

              	
                52

              
	
                   2.12  Non-Receipt
      of Funds by the Administrative Agent.

              	
                54

              
	
                   2.13  Inability
      to Determine Interest Rate.

              	
                55

              
	
                   2.14  Illegality.

              	
                56

              
	
                   2.15  Requirements
      of Law

              	
                57

              
	
                   2.16  Indemnity.

              	
                58

              
	
                   2.17  Taxes.

              	
                58

              
	
                   2.18  Indemnification;
      Nature of Issuing Lender’s Duties.

              	
                61

              
	
                   2.19  Replacement
      of Lenders.

              	
                62

              
	
                   2.20  Additional
      Foreign Borrowers.

              	
                63

              
	
                   2.21  Parallel
      Debt.

              	
                63

              
	
                   2.22  Administrative
      Agent as Joint and Several Creditor.

              	
                64

              
	
                   2.23  Lender
      Agreement.

              	
                65

              
	
                   2.24  Obligations
      of Borrowers.

              	
                66

              
	
                SECTION 3 REPRESENTATIONS
      AND WARRANTIES

              	
                66

              
	
                   3.1   Existing
      Indebtedness.

              	
                66

              
	
                   3.2  Financial
      Statements.

              	
                66

              
	
                   3.3  No
      Material Adverse Change.

              	
                67

              


      

      
        	
                   3.4  Organization;
      Existence; Compliance with Law.

              	
                67

              
	
                   3.5  Authorization;
      Power; Enforceable Obligations.

              	
                67

              
	
                   3.6  Consent;
      Government Authorizations.

              	
                68

              
	
                   3.7  No
      Material Litigation.

              	
                68

              


      

       

      
        
          
          

        

      

      
        	
                   3.8  No
      Default.

              	
                68

              
	
                   3.9  Taxes.

              	
                68

              
	
                   3.10  ERISA.

              	
                69

              
	
                   3.11  Governmental
      Regulations, Etc.

              	
                70

              
	
                   3.12  Subsidiaries.

              	
                70

              
	
                   3.13  Use
      of Proceeds.

              	
                70

              
	
                   3.14  Contractual
      Obligations; Compliance with Laws; No Conflicts.

              	
                71

              
	
                   3.15  Accuracy
      and Completeness of Information.

              	
                71

              
	
                   3.16  Environmental
      Matters.

              	
                71

              
	
                   3.18  No
      Burdensome Restrictions.

              	
                72

              
	
                   3.17  Solvency.

              	
                72

              
	
                   3.19  Title
      to Property; Leases.

              	
                73

              
	
                   3.20  Insurance.

              	
                73

              
	
                   3.21  Licenses
      and Permits.

              	
                73

              
	
                   3.22  Anti-Terrorism
      Laws.

              	
                73

              
	
                   3.23  Labor
      Matters.

              	
                73

              
	
                   3.24  Compliance
      with OFAC Rules and Regulations.

              	
                74

              
	
                   3.25  Collateral
      Representations.

              	
                74

              
	
                   3.26  Security
      Documents.

              	
                75

              
	
                   3.27  Compliance
      with FCPA.

              	
                76

              
	
                   3.28  Classification
      of Senior Indebtedness.

              	
                76

              
	
                SECTION 4 CONDITIONS

              	
                77

              
	
                   4.1  Conditions
      to Closing.

              	
                77

              
	
                   4.2  Conditions
      to All Extensions of Credit.

              	
                82

              
	
                SECTION 5 AFFIRMATIVE
      COVENANTS

              	
                82

              
	
                   5.1  Financial
      Statements.

              	
                83

              
	
                   5.2  Certificates;
      Other Information.

              	
                84

              
	
                   5.3  Notices.

              	
                86

              
	
                   5.4  Maintenance
      of Existence; Compliance with Laws; Contractual
      Obligations.

              	
                87

              
	
                   5.5  Maintenance
      of Property; Insurance.

              	
                88

              
	
                  5.6  Inspection
      of Property; Books and Records; Discussions.

              	
                88

              
	
                   5.7  Use
      of Proceeds.

              	
                88

              
	
                   5.8    Additional
      Domestic Subsidiary Guarantors and Foreign
    Guarantors

              	
                88

              
	
                   5.9  Financial
      Covenants.

              	
                89

              
	
                   5.10  Payment
      of Obligations.

              	
                90

              
	
                   5.11  Environmental
      Laws.

              	
                90

              
	
                   5.12  Pledged
      Assets.

              	
                91

              
	
                   5.13  Landlord
      Waivers.

              	
                92

              
	
                   5.14  Further
      Assurances.

              	
                92

              
	
                   5.15  Post-Closing
      Covenant.

              	
                93

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                SECTION 6 NEGATIVE
      COVENANTS

              	
                96

              
	
                   6.1  Indebtedness.

              	
                96

              
	
                   6.2  Liens.

              	
                97

              
	
                   6.3  Nature
      of Business.

              	
                98

              
	
                   6.4  Mergers
      and Sale of Assets.

              	
                98

              


      

      
        	
                   6.5  Advances,
      Investments and Loans.

              	
                100

              
	
                   6.6  Transactions
      with Affiliates.

              	
                100

              
	
                   6.7  Fiscal
      Year; Organizational Documents; Material Contracts.

              	
                101

              
	
                   6.8  Limitation
      on Restricted Actions.

              	
                101

              
	
                   6.9  Restricted
      Payments.

              	
                102

              
	
                   6.10  Sale
      Leasebacks.

              	
                102

              
	
                   6.11  No
      Further Negative Pledges.

              	
                102

              
	
                   6.12  Ownership
      of Subsidiaries; Restrictions

              	
                103

              
	
                   6.13  Account
      Control Agreements; Additional Bank Accounts.

              	
                103

              
	
                SECTION 7 EVENTS
      OF DEFAULT

              	
                103

              
	
                   7.1  Events
      of Default.

              	
                103

              
	
                   7.2  Acceleration;
      Remedies.

              	
                106

              
	
                SECTION 8 AGENCY
      PROVISIONS

              	
                107

              
	
                   8.1  Appointment
      and Authority.

              	
                107

              
	
                   8.2  Nature
      of Duties.

              	
                107

              
	
                   8.3  Exculpatory
      Provisions.

              	
                108

              
	
                   8.4  Reliance
      by Administrative Agent.

              	
                109

              
	
                   8.5  Notice
      of Default.

              	
                109

              
	
                   8.6  Non-Reliance
      on Administrative Agent and Other Lenders.

              	
                110

              
	
                   8.7  Indemnification.

              	
                110

              
	
                   8.8  Administrative
      Agent in Its Individual Capacity

              	
                110

              
	
                   8.9  Successor
      Administrative Agent

              	
                111

              
	
                   8.10  Collateral
      and Guaranty Matters

              	
                111

              
	
                   8.11  Secured
      Hedging Agreements.

              	
                112

              
	
                SECTION 9 GUARANTY

              	
                112

              
	
                   9.1  The
      Guaranty.

              	
                112

              
	
                   9.2  Obligations
      Unconditional.

              	
                113

              
	
                   9.3  Reinstatement.

              	
                115

              
	
                   9.4  Certain
      Waivers.

              	
                116

              
	
                   9.5  Remedies.

              	
                116

              
	
                   9.6  Rights
      of Contribution.

              	
                117

              
	
                   9.7  Guaranty
      of Payment; Continuing Guarantee.

              	
                117

              
	
                   9.8  Foreign
      Guaranty Matters.

              	
                117

              


      

       

      
        	
                SECTION 10 MISCELLANEOUS

              	
                121

              
	
                   10.1  Amendments
      and Waivers.

              	
                121

              
	
                   10.2  Notices.

              	
                123

              
	
                   10.3  No
      Waiver; Cumulative Remedies.

              	
                125

              
	
                   10.4  Survival
      of Representations and Warranties.

              	
                125

              
	
                   10.5  Payment
      of Expenses and Taxes; Indemnity.

              	
                126

              
	
                   10.6  Successors
      and Assigns; Participations; Purchasing Lenders.

              	
                127

              
	
                   10.7  Adjustments;
      Set-off.

              	
                131

              
	
                   10.8  Table
      of Contents and Section Headings.

              	
                132

              
	
                   10.9  Counterparts;
      Integration; Effectiveness; Electronic Execution.

              	
                132

              
	
                   10.10   Severability.

              	
                133

              


      

      
        	
                   10.11                      Integration.

              	
                133

              
	
                   10.12                      GOVERNING
      LAW.

              	
                133

              
	
                   10.13                      Consent
      to Jurisdiction and Service of Process.

              	
                133

              
	
                   10.14                      Confidentiality.

              	
                134

              
	
                   10.15                      Judgment
      Currency

              	
                135

              
	
                   10.16                      Acknowledgments

              	
                135

              
	
                   10.17                      Waivers
      of Jury Trial.

              	
                136

              
	
                   10.19                      Resolution
      of Drafting Ambiguities.

              	
                136

              
	
                   10.20                      Continuing
      Agreement.

              	
                136

              
	
                   10.21                      Press
      Releases and Related Matters.

              	
                137

              
	
                   10.22                      Appointment
      of Company.

              	
                137

              
	
                   10.23                      No
      Advisory or Fiduciary Responsibility.

              	
                138

              
	
                   10.24                      Collateral
      Matters and Obligations.

              	
                139

              
	
                SECTION
      11 SPECIAL PROVISIONS APPLICABLE TO LENDERS UPON  THE OCCURRENCE
      OF A SHARING EVENT

              	
                139

              
	
                   11.1                      Participations.

              	
                139

              
	
                   11.2                      Administrative
      Agent’s Determination Binding.

              	
                140

              
	
                   11.3                      Participation
      Payments in Dollars.

              	
                140

              
	
                   11.4                      Delinquent
      Participation Payments.

              	
                140

              
	
                   11.5                      Settlement
      of Participation Payments.

              	
                141

              
	
                   11.6                      Participation
      Obligations Absolute.

              	
                141

              
	
                   11.7                      Increased
      Cost; Indemnities.

              	
                141

              
	
                   11.8                      Provisions
      Regarding Sharing Arrangement.

              	
                141

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      BORROWER
PREPARED SCHEDULES

      
        	
                Schedule
      1.1-4

              	
                Material
      Foreign Subsidiaries

              
	
                Schedule
      3.1

              	
                Indebtedness

              
	
                Schedule
      3.4

              	
                Patriot
      Act Information

              
	
                Schedule
      3.6

              	
                Consents;
      Governmental Authorizations

              
	
                Schedule
      3.12

              	
                Subsidiaries

              
	
                Schedule
      3.20

              	
                Insurance

              
	
                Schedule
      3.23

              	
                Labor
      Matters

              
	
                Schedule
      3.25 (a)

              	
                Intercompany
      Indebtedness

              
	
                Schedule
      3.25 (b)

              	
                Collateral
      Locations

              
	
                Schedule
      3.25 (c)

              	
                Intellectual
      Property

              
	
                Schedule
      3.25 (d)

              	
                Documents,
      Instruments and Tangible Chattel Paper

              
	
                Schedule
      3.25 (e)

              	
                Deposit
      Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities
      Accounts and Uncertified Investment Property

              
	
                Schedule
      3.25 (f)

              	
                Commercial
      Tort Claims

              
	
                Schedule
      6.2

              	
                Liens

              
	
                Schedule
      6.5

              	
                Investments

              


      

       

      AGENT
PREPARED SCHEDULES

      
        	
                Schedule
      1.1-1

              	
                Form
      of Account Designation Notice

              
	
                Schedule
      1.1-2

              	
                Mandatory
      Cost Rate

              
	
                Schedule
      1.1-3

              	
                Existing
      Letters of Credit

              
	
                Schedule
      1.1-5

              	
                Foreign
      Pledge Agreements and Foreign Security Agreements

              
	
                Schedule
      1.1-6

              	
                Form
      of Secured Party Designation

              
	
                Schedule
      1.1-7

              	
                Optional
      Currencies

              
	
                Schedule
      2.1 (a)

              	
                Lenders
      and Commitments

              
	
                Schedule
      2.1 (e) (i)

              	
                Form
      of Notice of Borrowing

              
	
                Schedule
      2.1 (h)

              	
                Form
      of Notice

              
	
                Schedule
      2.2

              	
                Form
      of Swingline Note

              
	
                Schedule
      2.6

              	
                Form
      of Notice of Conversion

              
	
                Schedule
      2.17

              	
                Form
      of Section 2.17 Certificate

              
	
                Schedule
      2.20

              	
                Form
      of Foreign Borrower Joinder Agreement

              
	
                Schedule
      4.1 (b)

              	
                Closing
      Date Legal Opinions

              
	
                Schedule
      4.1 (d)

              	
                Form
      of Officer’s Certificate

              
	
                Schedule
      4.1 (f)

              	
                Form
      of Officer’s Closing Certificate

              
	
                Schedule
      5.2 (b)

              	
                Form
      of Officer’s Compliance Certificate

              
	
                Schedule
      5.2 (g)

              	
                Form
      of Permitted Acquisition  Certificate

              
	
                Schedule
      5.8 (a)

              	
                Form
      of Domestic Guarantor Joinder Agreement

              
	
                Schedule
      5.8 (b)

              	
                Form
      of Foreign Guarantor Joinder Agreement

              
	
                Schedule
      10.6

              	
                Form
      of Assignment and Assumption

              


      

       

      
        
           

        

        
          
          

        

      

      CREDIT
AGREEMENT

       

       

      THIS
CREDIT AGREEMENT, dated as of April 30, 2009 (this “Agreement”
or the “Credit
Agreement”), is by and among CHECKPOINT
SYSTEMS, INC., a Pennsylvania corporation
(the “Company”),
CHECKPOINT
MANUFACTURING JAPAN CO., LTD., a company formed under the laws of Japan
(the “Japanese
Borrower”), CP
INTERNATIONAL SYSTEMS C.V., a limited partnership (commanditaire
vennootschap) formed under Dutch law (the “Dutch
Borrower”), those Foreign Subsidiaries of the Company identified as
“Foreign Borrowers” on the signature pages hereto and each other Foreign
Subsidiary as may from time to time become a party hereto as a borrower
(together with the Japanese Borrower and the Dutch Borrower, the “Foreign
Borrowers”), those Domestic Subsidiaries of the Company identified as
“Domestic Guarantors” on the signature pages hereto and each other Domestic
Subsidiary of the Company as may from time to time become a party hereto as a
guarantor (the “Domestic
Subsidiary Guarantors”), those Foreign Subsidiaries of the Company
identified as “Foreign Guarantors” on the signature pages hereto and each other
Material Foreign Subsidiary as may from time to time become a party hereto as a
guarantor (together with the Foreign Borrowers, the “Foreign
Guarantors”), the several banks and other financial institutions as may
from time to time become parties to this Agreement (collectively, the “Lenders”
and individually, a “Lender”)
and WACHOVIA
BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in
such capacity, the “Administrative
Agent”).

       

       

      W
I T N E S S E T H

       

      WHEREAS,
the Borrowers have requested that the Lenders provide revolving facilities in an
aggregate principal amount of $125,000,000 for the purposes hereinafter set
forth;

       

      WHEREAS,
the Lenders have agreed to make the requested credit facilities available to the
Borrowers and their Subsidiaries on the terms and conditions hereinafter set
forth.

       

      NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

       

       

      SECTION
1

      DEFINITIONS

       

      1.1                      Definitions.

       

      As used
in this Agreement, the following terms shall have the meanings specified below
unless the context otherwise requires:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Account
Designation Notice” means the Account Designation Notice dated as of the
Closing Date from the Company to the Administrative Agent in substantially the
form attached hereto as Schedule
1.1-1.

       

      “Additional
Commitment” shall have the meaning set forth in Section 2.4.

       

      “Additional
Credit Party” means each Person that becomes a Guarantor by execution of
a Joinder Agreement in accordance with Section 5.8.

       

      “Additional
Loans” shall have the meaning set forth in Section 2.4.

       

      “Additional
Permitted Intercompany Loans” shall have the meaning set forth in
Section 6.5(a).

       

      “Additional
Permitted Intercompany Transfers” shall have the meaning set forth in
Section 6.4(a).

       

      “Administrative
Agent” has the meaning set forth in the first paragraph hereof, together
with any successors or assigns.

       

      “Administrative
Agent Claim” has the meaning set forth in Section 2.21.

       

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

       

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

       

      “Affiliated
Company” means an affiliated company (verbundenes
Unternehmen) of a German Guarantor within the meaning of Sec.Sec. 15 et.
seq. of the German Stock Corporation Act (Aktiengesetz).

       

      “Aggregate
Additional Commitment” shall have the meaning set forth in Section
2.4.

       

      “Aggregate
L/C Obligations” means at any time, an amount equal to the Dollar
Equivalent of the sum of (a) the aggregate undrawn and unexpired amount of
the then outstanding Letters of Credit and (b) the aggregate amount of drawings
under Letters of Credit which have not then been reimbursed pursuant to Section
2.3.

       

      “Aggregate
L/C Sublimit” means $25,000,000.

       

      “Aggregate
Revolving Commitment” means the aggregate Revolving Commitment of all
Revolving Lenders to make Revolving Loans and participate in Letters of Credit
and Swingline Loans, as such amount may be reduced or increased at 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
any time
or from time to time pursuant to the terms hereof.  The Aggregate
Revolving Commitment on the Closing Date shall be
$125,000,000.

      

       

      “Aggregate
Revolving Exposure” means the aggregate Revolving Exposure of all
Revolving Lenders.

       

      “Alternate
Base Rate” means, for any day, a rate per annum equal to the greater of
(a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus
1/2 of 1% and (c) the sum of (i) LIBOR (as determined pursuant to the
definition of LIBOR), for an Interest Period of one (1) month commencing on such
day plus
(ii) 1.00%, in each instance as of such date of
determination.  For purposes hereof: “Prime
Rate” means, at any time, the rate of interest per annum publicly
announced or otherwise identified from time to time by Wachovia at its principal
office in Charlotte, North Carolina as its prime rate.  Each change in
the Prime Rate shall be effective as of the opening of business on the day such
change in the Prime Rate occurs.  The parties hereto acknowledge that
the rate announced publicly by Wachovia as its Prime Rate is an index or base
rate and shall not necessarily be its lowest or best rate charged to its
customers or other banks; and “Federal
Funds Effective Rate” means, for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published on the next succeeding Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by
it.  If for any reason the Administrative Agent shall have reasonably
determined (which determination shall be conclusive in the absence of manifest
error) (A) that it is unable after due inquiry to ascertain the Federal
Funds Effective Rate, for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms above or (B) that the Prime Rate or LIBOR no longer accurately
reflects an accurate determination of the prevailing Prime Rate or LIBOR, the
Administrative Agent may select a reasonably comparable index or source to use
as the basis for the Alternate Base Rate, until the circumstances giving rise to
such inability no longer exist.  Any change in the Alternate Base Rate
due to a change in any of the foregoing will become effective on the effective
date of such change in the Federal Funds Effective Rate, the Prime Rate or LIBOR
for an Interest Period of one (1) month.  Notwithstanding anything
contained herein to the contrary, to the extent that Section 2.13 applies in
determining LIBOR pursuant to clause (c) hereof, the Alternate Base Rate shall
be the greater of (i) the Prime Rate in effect on such day and (ii) the Federal
Funds Effective Rate in effect on such day plus
1/2 of 1%.

       

      “Alternate
Base Rate Loans” means Loans that bear interest at an interest rate based
on the Alternate Base Rate.

       

      “Applicable
Law” means all applicable provisions of constitutions, laws, statutes,
ordinances, rules, treaties, regulations, permits, licenses, approvals,
interpretations and orders of Governmental Authorities and all orders and
decrees of all courts and arbitrators.

       

      “Applicable
Percentage” means, for any day, the rate per annum set forth below
opposite the applicable level then in effect, it being understood that the
Applicable Percentage for (a) Revolving Loans that are Alternate Base Rate
Loans shall be 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        the
percentage set forth under the column “Alternate Base Rate Margin for Revolving
Loans”, (b) Revolving Loans that are LIBOR Rate Loans shall be the percentage
set forth under the column “LIBOR Rate Margin for Revolving Loans and L/C Fee”,
(c) the L/C Fee shall be the percentage set forth under the column “LIBOR Rate
Margin for Revolving Loans and L/C Fee” and (d) the Commitment Fees shall
be the percentage set forth under the column “Commitment
Fee”:

      

       

      
        	
                APPLICABLE
      PERCENTAGE

              
	
                Level

              	
                Leverage
      Ratio

              	
                LIBOR
      Rate Margin for Revolving Loans and L/C Fee

              	
                Alternate

                Base
      Rate

                Margin
      for

                Revolving
      Loans

              	
                Commitment
      Fee

              
	
                I

              	
                >
      2.50 to 1.00

              	
                3.75%

              	
                2.75%

              	
                0.750%

              
	
                II

              	
                >
      2.00 to 1.00 but

                <
      2.50 to 1.00

              	
                3.25%

              	
                2.25%

              	
                0.625%

              
	
                III

              	
                >
      1.50 to 1.00 but

                <
      2.00 to 1.00

              	
                3.00%

              	
                2.00%

              	
                0.500%

              
	
                IV

              	
                >
      1.00 to 1.00 but

                <
      1.50 to 1.00

              	
                2.75%

              	
                1.75%

              	
                0.375%

              
	
                V

              	
                <1.00
      to 1.00

              	
                2.50%

              	
                1.50%

              	
                0.300%

              


      

       

      The
Applicable Percentage shall, in each case, be determined and adjusted quarterly
on the date five (5) Business Days after the date on which the Administrative
Agent has received from the Company the quarterly financial information (in the
case of the first three fiscal quarters of the Company’s fiscal year), the
annual financial information (in the case of the fourth fiscal quarter of the
Borrower’s fiscal year) and the certifications required to be delivered to the
Administrative Agent and the Lenders in accordance with the provisions of
Sections 5.1(a), 5.1(b) and 5.2(b) (each an “Interest
Determination Date”).  Such Applicable Percentage shall be
effective from such Interest Determination Date until the next such Interest
Determination Date.  After the Closing Date, if the Company shall fail
to provide the financial information or certifications in accordance with the
provisions of Sections 5.1(a), 5.1(b) and 5.2(b) the Applicable Percentage
shall, on the date five (5) Business Days after the date by which the Company
was so required to provide such financial information or certifications to the
Administrative Agent and the Lenders, be based on Level I until
such time as such information or certifications or corrected information or
corrected certificates are provided, whereupon the Level shall be determined by
the then current Leverage Ratio.  Notwithstanding the foregoing, the
initial Applicable Percentages shall be set with pricing no lower than that set
forth in Level II until the financial information and certificates required to
be delivered pursuant to Section 5.1 and 5.2 for the first fiscal quarter
end to occur following the Closing Date have been delivered to the
Administrative Agent, for distribution to the Lenders; provided
that if the
quarterly financial information as of the most recent Interest Determination
Date would 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
result in
a higher Applicable Percentage (i.e. Level I), such higher Applicable Percentage
shall apply.  In the event that any financial statement or
certification delivered pursuant to Sections 5.1 or 5.2 is shown to be
inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Percentage for any
period (an “Applicable
Period”) than the Applicable Percentage applied for such Applicable
Period, the Company shall immediately (a) deliver to the Administrative
Agent a corrected Officer’s Compliance Certificate for such Applicable Period,
(b) determine the Applicable Percentage for such Applicable Period based
upon the corrected compliance certificate, and (c) immediately pay to the
Administrative Agent for the benefit of the Lenders the accrued additional
interest and other fees owing as a result of such increased Applicable
Percentage for such Applicable Period, which payment shall be promptly
distributed by the Administrative Agent to the Lenders entitled
thereto.  It is acknowledged and agreed that nothing contained herein
shall limit the rights of the Administrative Agent and the Lenders under the
Credit Documents, including their rights under Sections 2.5, 7.1 and
7.2.

      

       

      “Applicable
Time” means, with respect to any borrowings and payments in Optional
Currencies, the local times in the place of settlement for such Optional
Currencies as may be determined by the Administrative Agent to be necessary for
timely settlement on the relevant date in accordance with normal banking
procedures in the place of payment.

       

      “Applicant
Foreign Borrower” has the meaning set forth in Section 2.20.

       

      “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 Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by Section 10.6), and accepted by the Administrative Agent, in
substantially the form of Schedule 10.6
or any other form approved by the Administrative Agent.

       

      “Bankruptcy
Code” means the Bankruptcy Code in Title 11 of the United States Code, as
amended, modified, succeeded or replaced from time to time.

       

      “Bankruptcy
Event” means any of the events described in
Section 7.1(e).

       

      “Borrowers”
means the Company, the Japanese Borrower, Dutch Borrower and any other Foreign
Borrower.

       

      “Borrowing
Date” means, in respect of any Loan, the date such Loan is
made.

       

      “British
Pounds Sterling” or “£”means
the lawful currency of the United Kingdom.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Business
Day” means any day other than a Saturday, Sunday or legal holiday on
which commercial banks in Charlotte, North Carolina or New York, New York are
authorized or required by law to close; provided, however, that (a) when
used in connection with a rate determination, borrowing or payment in respect of
a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which
banks in London, England are not open for dealings in deposits of Dollars or
Foreign Currencies, as applicable, in the London interbank market, (b) with
respect to any Foreign Currency Loan, the term “Business Day” shall also exclude
any day on which banks are not open for foreign exchange dealings between banks
in the exchange of the home country of the applicable Foreign Currency and
(c) with respect to any Foreign Currency Loan denominated in Euros, the
term “Business Day” shall exclude any day that is not a Target Settlement
Day.

       

      “Capital
Lease” means, as applied to any Person, any lease of any Property
(whether real, personal or mixed) by that Person as lessee which, in accordance
with GAAP, is or should be accounted for as a capital lease on the balance sheet
of that Person.

       

      “Capital
Lease Obligations” shall mean the capitalized lease obligations relating
to a Capital Lease determined in accordance with GAAP.

       

      “Cash
Equivalents” means (a) marketable direct obli­gations issued by,
or unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition;
(b) certificates of deposit, time deposits, eurodollar time deposits or
overnight bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer
rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent
rating by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements
of clause (b) of this definition, having a term of not more than
thirty (30) days, with respect to securities issued or fully guaranteed or
insured by the United States government; (e) securities with maturities of
one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or territory or
by any foreign government, the securities of which state, commonwealth,
territory, political subdivision, taxing authority or foreign government (as the
case may be) are rated at least A by S&P or A by Moody’s;
(f) securities with maturities of six months or less from the date of
acquisition backed by standby letters of credit issued by any Lender or any
commercial bank satisfying the requirements of clause (b) of this definition; or
(g) shares of money market mutual or similar funds which invest exclusively
in assets satisfying the requirements of clauses (a) through (f) of this
definition.

       

      “Cayman
Guarantor” means any Guarantor organized under the laws of the Cayman
Islands.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Change
of Control” means (a) any Person or two or more Persons acting in
concert shall have acquired “beneficial ownership,” directly or indirectly, of,
or shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation, will result in its or their
acquisition of, or control over, Voting Stock of the Company (or other
securities convertible into such Voting Stock) representing 30% or more of the
combined voting power of all Voting Stock of the Company, (b) Continuing
Directors shall cease for any reason to constitute a majority of the members of
the board of directors of the Company then in office, (c) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation permitted under Section 6.4), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole to any “person” (as such term is used in Sections
13(d) and 14(d) of the Securities Act of 1934), (d) the adoption by the
stockholders of the Company of a plan or proposal for the liquidation or
dissolution of the Company or (e) the Company shall fail, directly or
indirectly, to legally and beneficially own 100% of the Equity Interests of the
Foreign Borrowers.  As used herein, “beneficial ownership” shall have
the meaning provided in Rule 13d-3 of the Securities and Exchange Commission
under the Securities Act of 1934.

       

      “CHH”
shall mean Checkpoint Holland Holding B.V.

       

      “Closing
Date” means the date hereof.

       

      “Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute
thereto, as interpreted by the rules and regulations issued thereunder, in each
case as in effect from time to time.  References to sections of the
Code shall be construed also to refer to any successor sections.

       

      “Collateral”
means a collective reference to the collateral (including, the Domestic
Collateral and the Foreign Collateral) which is identified in, and at any time
will be covered by, the Security Documents and any other property or assets of a
Credit Party, whether tangible or intangible and whether real or personal, that
may from time to time secure the Credit Party Obligations; provided
that there shall be excluded from the Collateral (a) any account,
instrument, chattel paper or other obligation or property of any kind due from,
owed by, or belonging to, a Sanctioned Person or Sanctioned Entity or
(b) any lease in which the lessee is a Sanctioned Person or Sanctioned
Entity.

       

      “Commitment”
means, (a) as to any Lender, the Revolving Commitment of such Lender, (b) as
to the Issuing Lender, its L/C Commitment and (c) as to the Swingline
Lender, its Swingline Commitment.

       

      “Commitment
Fees” has the meaning set forth in Section 2.9(a).

       

      “Commitment
Period” means the period from and including the Closing Date to but not
including the earlier of (a) the Maturity Date, or (b) the date on
which the Commitments terminate in accordance with the provisions of this
Agreement; provided
that with respect to Letters of Credit, the Commitment Period is the period from
and including the Closing Date to but excluding the date that is thirty (30)
days prior to the Maturity Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Company”
has the meaning set forth in the first paragraph hereof, together with any
successors or assigns.

       

      “Consolidated
Assets” means, at any time, the amount representing the assets of the
Company and its Subsidiaries that would appear on a consolidated balance sheet
of the Company and its Subsidiaries at such time prepared in accordance with
GAAP.

       

      “Consolidated
Capital Expenditures” shall mean, as of any date of determination for the
four (4) consecutive fiscal quarter period ending on such date, all expenditures
of the Credit Parties and their Subsidiaries on a consolidated basis for such
period that in accordance with GAAP would be classified as capital expenditures,
including, without limitation, Capital Lease Obligations.  The term
“Consolidated Capital Expenditures” shall not include any Permitted
Acquisition.

       

      “Consolidated
EBITDA” means, as of any date of determination for the four consecutive
fiscal quarter period ending on such date, without duplication,
(a) Consolidated Net Income for such period plus
(b) the sum of the following to the extent deducted in calculating
Consolidated Net Income for such period:  (i) Consolidated
Interest Expense for such period, (ii) the provision for Federal, state,
local and foreign income taxes payable by the Company and its Subsidiaries for
such period, (iii) depreciation and amortization expense for the Company
and its Subsidiaries for such period and (iv) other extraordinary, unusual
or non-recurring expenses of the Company and its Subsidiaries reducing such
Consolidated Net Income which do not represent a cash item in such
period  and minus
(c) the following to the extent included in calculating such Consolidated
Net Income:  (i) any extraordinary, unusual or non-recurring
income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on
the sales of assets outside of the ordinary course of business and excluding any
payment received pursuant to business interruption insurance) of the Company and
its Subsidiaries for such period, (ii) interest income of the Company and
its Subsidiaries for such period, all as determined on a consolidated basis and
(iii) non-cash charges previously added back to Consolidated Net Income in
determining Consolidated EBITDA to the extent such non-cash charges have become
cash charges during such period.

       

      “Consolidated
Funded Debt” means, as of any date of determination, Funded Debt of the
Company and its Subsidiaries on a consolidated basis.

       

      “Consolidated
Interest Expense” means, as of any date of determination for the four
consecutive fiscal quarter period ending on such date, all Interest Expense
(excluding amortization of debt discount and premium, but including the interest
component under Capital Leases) for such period of the Company and its
Subsidiaries on a consolidated basis.

       

      “Consolidated
Net Income” means, as of any date of determination for the four
consecutive fiscal quarter period ending on such date, for the Company and its
Subsidiaries on a consolidated basis, the net income (excluding extraordinary
losses and gains and all interest income and tax credits, rebates and other
benefits) of the Company and its Subsidiaries for such period, all as determined
in accordance with GAAP.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Consolidated
Tangible Assets” means, at any time, the amount representing the assets
of the Company and the Subsidiaries that would appear on the consolidated
balance sheet of the Company and its Subsidiaries at such time prepared in
accordance with GAAP, less goodwill and other intangibles.

       

      “Continuing
Directors” means, during any period of up to 12 consecutive months
commencing after the Closing Date, individuals who at the beginning of such 12
month period were directors of the Company (together with any new director whose
election by the Company’s board of directors or whose nomination for election by
the Company’s shareholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved).

       

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

       

      “Copyright
Licenses” shall mean any agreement, whether written or oral, providing
for the grant by or to a Person of any right under any Copyright.

       

      “Copyrights”
shall mean all copyrights in all Works, all registrations and recordings
thereof, and all applications in connection therewith, including, without
limitation, registrations, recordings and applications in the United States
Copyright Office or in any similar office or agency of the United States, any
state thereof or any other country or any political subdivision thereof, or
otherwise and all renewals thereof.

       

      “Credit
Documents” means a collective reference to this Agreement, the Notes, the
L/C Documents, the Fee Letter, any Joinder Agreement, the Security Documents,
and all other related agreements and documents issued or delivered hereunder or
thereunder or pursuant hereto or thereto (excluding, however, any Hedging
Agreement).

       

      “Credit
Party” means any of the Company, the Japanese Borrower, the Dutch
Borrower, the Foreign Borrowers, the Foreign Guarantors and the Domestic
Guarantors.

       

      “Credit
Party Obligations” means, without duplication, (a) all of the
Obligations and (b) all liabilities and obligations, whenever arising,
owing from any Credit Party or any of its Subsidiaries to any Hedging Agreement
Provider arising under any Secured Hedging Agreement.

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Default”
means any event, act or condition which with notice or lapse of time, or both,
would constitute an Event of Default.

       

      “Default
Rate” means (a) when used with respect to the Obligations, other
than L/C Fees, an interest rate equal to (i) for Alternate Base Rate Loans
(A) the Alternate Base Rate plus
(B) the Applicable Percentage, if any, applicable to Alternate Base Rate
Loans plus
(C) 2% per annum and (ii) for LIBOR Rate Loans, (A) the LIBOR
Rate plus
(B) the Applicable Percentage applicable to LIBOR Rate Loans plus
(C) 2% per annum, (b) when used with respect to L/C Fees, a rate equal
to the Applicable Percentage applicable to L/C Fees plus
2% per annum and (c) when used with respect to any other fee or amount due
hereunder, a rate equal to the Applicable Percentage, if any, applicable to
Alternate Base Rate Loans plus
2% per annum.

       

      “Defaulting
Lender” means, at any time, any Lender that, at such time, (a) has
failed to make a Loan required pursuant to the terms of this Agreement or failed
to fund a Participation Interest in accordance with the terms of this Agreement
unless such failure has been cured, (b) has failed to pay to the
Administrative Agent or any Lender an amount owed by such Lender pursuant to the
terms of the Credit Agreement or any other of the Credit Documents unless such
failure has been cured or (c) has been deemed insolvent or has become
subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or
similar proceeding.

       

      “Deposit
Account Control Agreement” shall mean (a) with respect to deposit
accounts of any Domestic Credit Party, an agreement, among the applicable
Domestic Credit Party, a depository institution, and the Administrative Agent,
which agreement is in a form acceptable to the Administrative Agent and which
provides the Administrative Agent with “control” (as such term is used in
Article 9 of the UCC) over the deposit account(s) described therein, as the same
may be amended, modified, extended, restated, replaced, or supplemented from
time to time or (b) with respect to deposit accounts of any Foreign Credit
Party, such other agreement as may be necessary or required in such foreign
jurisdiction in order to obtain a perfected security interest in such deposit
account(s) described therein.

       

      “Dollar
Equivalent” means, at any time, (a) with respect to any amount
denominated in Dollars, such amount and (b) with respect to any amount
denominated in a Foreign Currency, the equivalent amount thereof in Dollars as
determined by the Administrative Agent or the Issuing Lender, as the case may
be, at such time on the basis of the Spot Rate (as determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Foreign
Currency.

       

      “Dollar
LIBOR Rate Loans” means LIBOR Rate Loans denominated in
Dollars.

       

      “Dollar
Revolving Loan” means any Revolving Loan denominated in
Dollars.

       

      “Dollars”
and “$”
means dollars in lawful currency of the United States of America.

       

      “Domestic
Collateral” shall have the meaning set forth in Section
5.12(a).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Domestic
Credit Party” means each Credit Party that is organized and existing
under the laws of the United States or any state or commonwealth thereof or
under the laws of the District of Columbia.

       

      “Domestic
Guarantor Joinder Agreement” means a Domestic Guarantor Joinder Agreement
in substantially the form of Schedule
5.8(a), executed and delivered by each Person required to become a
Domestic Guarantor in accordance with the provisions of Section
5.8(a).

       

      “Domestic
Guarantors” means (a) with respect to the Foreign Obligations, the
Company and the Domestic Subsidiaries of the Company as are, or may from time to
time becomes parties to this Agreement and (b) with respect to the Domestic
Obligations, the Domestic Subsidiaries of the Company as are, or may from time
to time become parties to this Agreement.

       

      “Domestic
Obligations” means all Credit Party Obligations of the Domestic Credit
Parties.

       

      “Domestic
Subsidiary” means any Subsidiary that is organized and existing under the
laws of the United States or any state or commonwealth thereof or under the laws
of the District of Columbia.

       

      “Domestic
Subsidiary Guarantors” has the meaning set forth in the first paragraph
hereof, together with any successors or assigns.

       

      “Dutch
Borrower” means CP International Systems C.V., a limited partnership
(commanditaire
vennootschap) formed under Dutch law.

       

      “Dutch
Borrower Security Agreement” means the Security Agreement, governed by
New York law, dated as of the Closing Date, executed by the Dutch Borrower, in
favor of the Administrative Agent, for the benefit of the Secured Parties, as
the same may be amended, modified, extended, restated, replaced, or supplemented
from time to time in accordance with the terms hereof and thereof.

       

      “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 Commitment, the Issuing Lender and
(iii) unless an Event of Default has occurred and is continuing and so long
as the primary syndication of the Loans has been completed as determined by
Wachovia, the Company (each such approval not to be unreasonably withheld or
delayed); provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include (A)
any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries or (B)
any Person holding Subordinated Indebtedness of the Credit Parties or any of
such Person’s Affiliates.

       

      “EMU”
means Economic and Monetary Union as contemplated in the Treaty on European
Union.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “EMU
Legislation” means legislative measures of the European Council
(including, without limitation, European Council regulations) for the
introduction of, changeover to or operation of a single or unified European
currency (whether known as the Euro or otherwise), being in part the
implementation of the third stage of EMU.

       

      “Environmental
Laws” means any and all applicable foreign, federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirement of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time be in effect during the term of this
Agreement.

       

      “Enterprise
Agreement” shall mean each profit and loss sharing (Ergebnisabfuhrungsvertrag)
and/or domination agreement (Beherrschungsvertrag)
between the following Credit Parties: (a) Checkpoint Systems Europe GmbH and
Checkpoint Systems International GmbH, (b) Checkpoint Systems Europe GmbH and
Checkpoint Systems GmbH and (c) Checkpoint Systems Holding GmbH and Checkpoint
Systems Europe GmbH.

       

      “Equity
Interests” means (a) in the case of a corporation, capital stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership, partnership interests
(whether general, preferred or limited), (d) in the case of a limited
liability company, membership interests and (e) any other interest or
participation that confers or could confer on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, without limitation, options, warrants and any other “equity security” as
defined in Rule 3a11-1 of the Exchange Act.

       

      “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto, as interpreted by the rules and regulations
thereunder, all as the same may be in effect from time to
time.  References to sections of ERISA shall be construed also to
refer to any successor sections.

       

      “ERISA
Affiliate” means an entity which is under common control with any Credit
Party within the meaning of Section 4001(a)(14) of ERISA, or is a member of a
group which includes any Credit Party and which is treated as a single employer
under Sections 414(b) or (c) of the Code.

       

      “Euro”
means the single currency of Participating Member States of the European
Union.

       

      “Eurodollar
Reserve Percentage” means for any day, (a) with respect to any LIBOR
Rate Loan with respect to which the Mandatory Cost Rate does not apply, the
percentage (expressed as a decimal and rounded upwards, if necessary, to the
next higher 1/100th of 1%) which is in effect for such day as prescribed by the
Federal Reserve Board (or any successor) for determining the maximum reserve
requirement (including, without limitation, any basic, supplemental or emergency
reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of
such Board as in effect from time to time, or any similar category of
liabilities for a member bank of the Federal Reserve System in New York City and
(b) with respect to any LIBOR Rate Loan with respect to which the Mandatory
Cost Rate does apply, zero (0).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Euro
Unit” means the currency unit of the Euro.

       

      “Event
of Default” means such term as defined in Section 7.1.

       

      “Exchange
Percentage” means, as to each Lender, a fraction, expressed as a decimal,
in each case determined on the date of occurrence of a Sharing Event (but before
giving effect to any actions to occur on such date pursuant to Section 11) of
which (a) the numerator shall be the Revolving Commitment of such Lender
and (b) the denominator of which shall be the sum of the Aggregate
Revolving Commitment.

       

      “Existing
Facilities” means the facilities under that certain Credit Agreement
dated March 4, 2005 (as amended), among the Company, the lenders party thereto
and Wachovia Bank, National Association, as administrative agent.

       

      “Existing
Letter of Credit” means each of the letters of credit described by
applicant, date of issuance, letter of credit number, amount, beneficiary and
the date of expiry on Schedule
1.1-3 hereto.

       

      “Extension
of Credit” means, as to any Lender, the making of a Loan by such Lender,
any conversion of a Loan from one Type to another Type, any extension of any
Loan or the issuance, extension or renewal of, or participation in, a Letter of
Credit or Swingline Loan by such Lender.

       

      “Federal
Funds Effective Rate” shall have the meaning set forth in the definition
of “Alternate Base Rate”.

       

      “Fee
Letter” means that certain letter agreement, dated as of February 26,
2009, among the Administrative Agent, WCM and the Company, as amended, modified,
supplemented or replaced from time to time.

       

      “Fees”
means all fees payable pursuant to Section 2.9.

       

      “Fixed
Charge Coverage Ratio” shall mean, as of any date of determination, for
the Credit Parties and their Subsidiaries on a consolidated basis, the ratio of
(a) Consolidated EBITDA for the four (4) consecutive fiscal quarters ending
on such date minus
Consolidated Capital Expenditures made during the four consecutive fiscal
quarter period ending on such date to (b) the sum of (i) Consolidated
Interest Expense paid or payable in cash during the four consecutive fiscal
quarter period ending on such date, (ii) Scheduled Funded Debt Payments
made during the four consecutive fiscal quarter period ending on such date
(including the principal component of payments due on Capital Leases) and
(iii) any Restricted Payments paid in cash during such period (other than
share repurchases made during the first and second fiscal quarters of the fiscal
year ended December 28, 2008).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Foreign
Borrower” means each of the Dutch Borrower, the Japanese Borrower and
each other Foreign Subsidiaries as are, or may from time to time become parties
to this Agreement as Foreign Borrowers.

       

      “Foreign
Borrower Joinder Agreement” means a Foreign Borrower Joinder Agreement
substantially in the form of Schedule
2.20.

       

      “Foreign
Collateral” shall have the meaning set forth in Section
5.12(b).

       

      “Foreign
Currency” shall mean any Optional Currency other than
Dollars.

       

      “Foreign
Currency Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Foreign
Currency as determined by the Administrative Agent or the Issuing Lender, as the
case may be, at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of such Foreign Currency
with Dollars.

       

      “Foreign
Credit Party” means any Credit Party that is not a Domestic Credit
Party.

       

      “Foreign
Guarantor” means (a) the Foreign Borrowers, (b) those certain Foreign
Subsidiaries of the Company as set forth on Schedule
1.1-4 attached hereto and (c) the Material Foreign Subsidiaries of the
Company as are, or may from time to time become, parties to this
Agreement.

       

      “Foreign
Guarantor Joinder Agreement” means a Foreign Guarantor Joinder Agreement
in substantially the form of Schedule
5.8(b), executed and delivered by each Person required to become a
Foreign Guarantor in accordance with the provisions of Section
5.8(b).

       

      “Foreign
Obligations” means all Credit Party Obligations of the Foreign Credit
Parties; provided
that, (a) in relation to any Foreign Guarantor incorporated under Dutch law, the
Foreign Obligations will not include any liability to the extent that it would
result in any security provided by such Dutch entity constituting
unlawful financial assistance within the meaning of Article 2:207(c) or Article
2:98(c) of the Dutch Civil Code and (b) in relation to any Hong Kong Guarantor,
the Foreign Obligations will not include any liability to the extent that it
would result in such obligation or liability constituting unlawful financial
assistance within the meaning of Section 47A of the Companies Ordinance (Chapter
32 of the Laws of Hong Kong).

       

      “Foreign
Pledge Agreements and Foreign Security Agreements” means those certain
Pledge Agreements and Security Agreements set forth on Schedule
1.1-5 and such other foreign pledge agreements and foreign security
agreements entered into from time to time in connection herewith.

       

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

       

      “French
Guarantor” shall have the meaning set forth in Section 9.8.

       

      “French
Security” shall mean the French law governed financial securities account
pledge agreement (nantissement
de compte-titres) over the shares of Checkpoint Systems France S.A.S.
granted by Checkpoint Holland Holding B.V., as pledgor, together with the
statement of pledge (declaration
de nantissement de compte-titres) relating thereto and referred to in
Schedule 1.1-5.

       

      “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.

       

      “Funded
Debt” means, with respect to any Person, without duplication, all
Indebtedness of such Person (other than Indebtedness set forth in clauses (e)
and (i) of
such definition); provided
that Funded Debt shall not include any Indebtedness between or among the Company
and any of its Subsidiaries.

       

      “GAAP”
means generally accepted accounting principles in effect in the United States of
America (or, in the case of Foreign Subsidiaries with significant operations
outside the United States of America, generally accepted accounting principles
in effect from time to time in their respective jurisdictions of organization or
formation) applied on a consistent basis, subject,
however,
in the case of determination of compliance with the financial covenants set out
in Section 5.9 to the provisions of Section 1.5.

       

      “German
GmbH & Co. KG Guarantor” shall have the meaning set forth in Section
9.8(c).

       

      “German
GmbH Guarantor” shall have the meaning set forth in Section
9.8(c).

       

      “German
Guarantor” shall have the meaning set forth in Section
9.8(c).

       

      “German
Retirement Deposit Account” shall mean the account of Checkpoint Systems
International GmbH with account number 0192024802 held with Commerzbank AG,
Heidelberg branch, used to secure certain retirement accounts.

       

      “German
Retirement Securities Deposit Account” shall mean the securities deposit
account (Wertpapierdepot)
of Checkpoint Systems International GmbH with account number 431192024880 held
with Commerzbank AG, used
to secure certain retirement accounts.

       

      “German
Security Documents” shall mean all of the Security Documents governed by
German law.

       

      “Government
Acts” has the meaning set forth in Section 2.18(a).

       

      “Governmental
Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Guarantors”
means the Domestic Guarantors and the Foreign Guarantors.

       

      “Guaranty”
means the guaranty of the Guarantors set forth in Section 9.

       

      “Guaranty
Obligations” means, with respect to any Person, without duplication, any
obligations of such Person (other than endorsements in the ordinary course of
business of negotiable instruments for deposit or collection) guaranteeing or
intended to guarantee any Indebtedness of any other Person in any manner,
whether direct or indirect, and including, without limitation, any obligation,
whether or not contingent, (a) to purchase any such Indebtedness or any property
constituting security therefor, (b) to advance or provide funds or other support
for the payment or purchase of any such Indebtedness or to maintain working
capital, solvency or other balance sheet condition of such other Person
(including, without limitation, keep well agreements, maintenance agreements,
comfort letters or similar agreements or arrangements) for the benefit of any
holder of Indebtedness of such other Person, (c) to lease or purchase Property,
securities or services primarily for the purpose of assuring the holder of such
Indebtedness, or (d) to otherwise assure or hold harmless the holder of such
Indebtedness against loss in respect thereof.  The amount of any
Guaranty Obligation hereunder shall (subject to any limitations set forth
therein, including as set out in Section 9.8 (Foreign Guaranty Matters)) be
deemed to be an amount equal to the outstanding principal amount (or maximum
principal amount, if larger) of the Indebtedness in respect of which such
Guaranty Obligation is made.

       

      “Hedging
Agreement Provider” means any Person that (a) has provided the
Administrative Agent with a fully executed Secured Party Designation Notice,
substantially in the form of Schedule
1.1-6 and (b) enters into a Hedging Agreement with a Credit Party or
any of its Subsidiaries that is permitted by Section 6.1(f) to the extent that
(i) such Person is a Lender, an Affiliate of a Lender or any other Person
that was a Lender (or an Affiliate of a Lender) at the time it entered into the
Hedging Agreement but has ceased to be a Lender (or whose Affiliate has ceased
to be a Lender) under the Credit Agreement or (ii) such Person is a Lender
or an Affiliate of a Lender on the Closing Date and the Hedging Agreement was
entered into on or prior to the Closing Date (even if such Person ceases to be a
Lender or such Person’s Affiliate ceased to be a Lender); provided,
in the case of a Secured Hedging Agreement with a Person who is no longer a
Lender, such Person shall be considered a Hedging Agreement Provider only
through the stated maturity date (without extension or renewal) of such Secured
Hedging Agreement.

       

      “Hedging
Agreements” means, with respect to any Person, any agreement entered into
to protect such Person against fluctuations in interest rates, or currency or
raw materials values, including, without limitation, any interest rate swap, cap
or collar agreement or similar arrangement between such Person and one or more
counterparties, any foreign currency exchange agreement, currency protection
agreements, commodity purchase or option agreements or other interest or
exchange rate or commodity price hedging agreements.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Hong
Kong Guarantor” means any Guarantor organized under the laws of Hong
Kong.

       

      “Impacted
Lender” means any Lender as to which (a) the Administrative Agent or the
Issuing Lender has a good faith belief that the Lender has defaulted in
fulfilling its funding obligations under one or more other syndicated credit
facilities, (b) the Lender or the entity that controls the Lender has been
deemed insolvent or become subject to a bankruptcy or other similar proceeding
or (c) with respect to which the Federal Deposit Insurance Corporation has been
appointed receiver or conservator by a federal or state chartering authority or
otherwise pursuant to the FDI Act (12 U.S.C. Sec. 11(c)).

       

      “Indebtedness”
means, with respect to any Person, without duplication, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, or upon which
interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
(6) months of the incurrence thereof) that would appear as liabilities on a
balance sheet of such Person, (e) all obligations of such Person under
take-or-pay or similar arrangements or under commodities agreements,
(f) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, property owned
or acquired by such Person, whether or not the obligations secured thereby have
been assumed; provided
that so long as such Indebtedness is non-recourse to such Person, only the
portion of such obligations which is secured shall constitute Indebtedness
hereunder, (g) all Guaranty Obligations of such Person with respect to
Indebtedness of another Person, (h) the principal portion of all
obligations of such Person under Capital Leases plus any accrued interest
thereon, (i) all obligations of such Person under Hedging Agreements to the
extent required to be accounted for as a liability under GAAP, excluding any
portion thereof which would be accounted for as interest expense under GAAP,
(j) the maximum amount of all letters of credit issued or bankers’
acceptances facilities created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed),
(k) all preferred Equity Interests issued by such Person and which by the
terms thereof could be (at the request of the holders thereof or otherwise)
subject to mandatory sinking fund payments prior to the date six months after
the Maturity Date, redemption prior to the date six months after the Maturity
Date or other acceleration, (l) the principal balance outstanding under any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product plus any accrued interest thereon,
and (m) the Indebtedness of any partnership or unincorporated joint venture
in which such Person is a general partner or a joint venturer.

       

      “Insolvency”
means, with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of such term as used in Section 4245 of
ERISA.

       

      “Intellectual
Property” shall mean, collectively, all Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses of the Credit
Parties and their Subsidiaries, all goodwill associated therewith and all rights
to sue for infringement thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Intercompany
Asset Sale and Investment Basket” shall mean $20,000,000 in the aggregate
during any fiscal year and $40,000,000 in the aggregate during the term of this
Agreement.

       

      “Interest
Determination Date” shall have the meaning specified in the definition of
“Applicable Percentage”.

       

      “Interest
Expense” means, with respect to any Person for any period, the sum of the
amount of interest paid or accrued in respect of such period.

       

      “Interest
Payment Date” means (a) as to any Alternate Base Rate Loan or
Swingline Loan bearing interest at the Alternate Base Rate, the last Business
Day of each March, June, September and December and on the Maturity Date,
(b) as to any LIBOR Rate Loan having an Interest Period of three months or
less, the last day of such Interest Period, and (c) as to any LIBOR Rate
Loan having an Interest Period longer than three months, each day which is three
months after the first day of such Interest Period and the last day of such
Interest Period.

       

      “Interest
Period” means, with respect to any LIBOR Rate Loan,

       

      (a)           initially,
the period commencing on the Borrowing Date or conversion date, as the case may
be, with respect to such LIBOR Rate Loan and ending one, two, three or six
months thereafter, subject to availability to all applicable Lenders, as
selected by the Company in the Notice of Borrowing or Notice of Conversion given
with respect thereto; and

       

      (b)           thereafter,
each period commencing on the last day of the immediately preceding Interest
Period applicable to such LIBOR Rate Loan and ending one, two, three or six
months thereafter, subject to availability to all applicable Lenders, as
selected by the Company by irrevocable notice to the Administrative Agent not
less than three Business Days prior to the last day of the then current Interest
Period with respect thereto; provided
that the foregoing provisions are subject to the following:

       

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

       

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

       

      (iii)                      if
the Company shall fail to give notice as provided above, the Company shall be
deemed to have selected an Alternate Base Rate Loan to replace the affected
LIBOR Rate Loan;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (iv)                      no
Interest Period in respect of any Loan shall extend beyond the Maturity Date;
and

       

      (v)           no
more than six (6) LIBOR
Rate Loans may be in effect at any time.  For purposes hereof, LIBOR
Rate Loans with different Interest Periods shall be considered as separate LIBOR
Rate Loans, even if they shall begin on the same date and have the same
duration, although borrowings, extensions and conversions may, in accordance
with the provisions hereof, be combined at the end of existing Interest Periods
to constitute a new LIBOR Rate Loan with a single Interest Period.

       

      “Investment”
has the meaning set forth in Section 6.5.

       

      “Issuing
Lender” means Wachovia and any successor lender issuing Letters of Credit
pursuant to the terms hereof.

       

      “Issuing
Lender Fees” has the meaning set forth in Section 2.9(c).

       

      “Japanese
Borrower” means Checkpoint Manufacturing Japan Co., Ltd., a Japanese
corporation.

       

      “Japanese
Collateral” shall mean the Collateral secured by that certain Share
Pledge Agreement, dated as of the date hereof, by and between the Company, as
security grantor, the Administrative Agent and Checkpoint Manufacturing Japan
Co. Ltd., as issuing company.

       

      “Japanese
Yen” means the lawful currency of Japan.

       

      “Joinder
Agreement” means a Foreign Borrower Joinder Agreement, a Domestic
Guarantor Joinder Agreement and/or a Foreign Guarantor Joinder Agreement, as
applicable.

       

      “Joint
Lead Arrangers” means WCM and RBS.

       

      “L/C
Application” means an application, in the form specified by the Issuing
Lender from time to time, requesting the Issuing Lender to issue a Letter of
Credit.

       

      “L/C
Commitment” means the commitment of the Issuing Lender to issue Letters
of Credit as set forth in Section 2.3.

       

      “L/C
Documents” means, with respect to any Letter of Credit, such Letter of
Credit, any amendments thereto, any documents delivered in connection therewith,
any application therefor, and any agreements, instruments, guarantees or other
documents (whether general in application or applicable only to such Letter of
Credit) governing or providing for (a) the rights and obligations of the parties
concerned or (b) any Collateral for such obligations.

       

      “L/C
Facility” means the letter of credit facilities established pursuant to
Section 2.3 hereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “L/C
Fee” has the meaning assigned thereto in Section 2.9.

       

      “L/C
Obligations” means at any time, an amount equal to the Dollar Equivalent
of the sum of (a) the aggregate undrawn and unexpired amount of the then
outstanding Letters of Credit and (b) the aggregate amount of drawings under
Letters of Credit which have not then been reimbursed pursuant to Section
2.3.

       

      “Lenders”
has the meaning set forth in the first paragraph of this Agreement.

       

      “Letter
of Credit” means (a) any letter of credit issued by the Issuing
Lender pursuant to the terms hereof, as such letter of credit may be amended,
modified, restated, extended, renewed, increased, replaced or supplemented from
time to time and (b) any Existing Letter of Credit, in each case as such
letter of credit may be amended, modified, extended, renewed or replaced from
time to time.

       

      “Leverage
Ratio” means, as of any date of determination, for the Credit Parties and
their Subsidiaries on a consolidated basis the ratio of (a) Consolidated
Funded Debt as of such date to (b) Consolidated EBITDA for the four (4)
consecutive fiscal quarters ending on such date.

       

      “LIBOR”
means, for any LIBOR Rate Loan for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBOR01 Page (or any successor page) and, in the case of a
Foreign Currency, the British Bankers Association Interest Settlement Rates for
deposits in such Foreign Currency, as the London interbank offered rate for
deposits in Dollars or the applicable Foreign Currency, as appropriate, at
approximately 11:00 A.M. (London time) two (2) Business Days prior to the
first day of such Interest Period for a term comparable to such Interest
Period.  If for any reason such rate is not available, then “LIBOR”
means the rate per annum at which, as determined by the Administrative Agent in
accordance with its customary practices, Dollars in an amount comparable to the
Loans then requested are being offered to leading banks at approximately
11:00 A.M. London time, two (2) Business Days prior to the commencement of
the applicable Interest Period for settlement in Same Day Funds by leading banks
in the London interbank market for a period equal to the Interest Period
selected.  With respect to any LIBOR Rate Loan denominated in British
Pounds Sterling, for any Interest Period, “LIBOR” means the rate equal to the
sum of (A) the rate determined in accordance with the foregoing terms of
this definition plus
(B) the Mandatory Cost Rate for such Interest Period.

       

      “LIBOR
Lending Office” means, initially, the office of each Lender designated as
such Lender’s LIBOR Lending Office shown in such Lender’s Administrative
Questionnaire; and thereafter, such other office of such Lender as such Lender
may from time to time specify to the Administrative Agent and the Company as the
office of such Lender at which the LIBOR Rate Loans of such Lender are to be
made.

       

      “LIBOR
Market Index Rate” means, for any day, the rate for one month U.S. dollar
deposits or Euros, as applicable, as reported on Reuters Screen LIBOR01 Page (or
any successor page) as of 11:00 A.M., London time, on such day, or if such day
is not a London business day, then the immediately preceding London business day
(or if not so reported, then as determined by the Administrative Agent from
another recognized source or interbank quotation).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “LIBOR
Market Index Rate Loan” means any Loan bearing interest at a rate
determined by reference to the LIBOR Market Index Rate.

       

      “LIBOR
Rate” means a rate per annum (rounded upwards, if necessary, to the next
higher 1/100th of 1%) determined by the Administrative Agent pursuant to the
following formula:

       

      LIBOR Rate
=                                LIBOR                                

      1.00 - Eurodollar Reserve
Percentage

       

      “LIBOR
Rate Loan” means any Loan bearing interest at a rate determined by
reference to the LIBOR Rate.

       

      “LIBOR
Tranche” means the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day.

       

      “Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
security interest, encumbrance, lien (statutory or otherwise), preference,
priority or charge of any kind (including any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the Uniform Commercial Code as adopted and in effect in the relevant
jurisdiction or other similar recording or notice statute, and any lease in the
nature thereof).

       

      “Loan”
or “Loans”
means a Revolving Loan and/or a Swingline Loan, as appropriate.

       

      “Mandatory
Borrowing” has the meaning set forth in Section 2.2(b).

       

      “Mandatory
Cost Rate” means, with respect to any period, a rate per annum determined
in accordance with Schedule
1.1-2.

       

      “Material”
means material in relation to the business, operations, affairs, financial
condition, assets, or properties of the Company and its Subsidiaries taken as a
whole.

       

      “Material
Adverse Effect” means a material adverse change in, or a material adverse
effect upon, (a) the business, property, operations, condition (financial
or otherwise) or prospects of the Company and its Subsidiaries taken as a whole,
(b) the validity or enforceability of this Agreement or any of the other
Credit Documents or the rights and remedies of the Administrative Agent or the
Lenders hereunder or thereunder or (c) the Credit Parties’ ability to pay
the Credit Party Obligations.

       

      “Material
Contract” means any contract or other arrangement, whether written or
oral, to which the Company or any of its Subsidiaries is a party as to which
contract the breach, nonperformance or cancellation of such contract by any
party thereto would reasonably be expected to have a Material Adverse
Effect.

       

      “Material
Foreign Subsidiaries” means any Foreign Subsidiary of the Company with
assets that appear on the consolidated balance sheet of the Company and its
Subsidiaries (prepared in accordance with GAAP), less goodwill and other
intangibles, equal to or greater than $25,000,000 at any time; provided
that Checkpoint Systems Japan Co. Ltd. shall not constitute a Material Foreign
Subsidiary.

       

      “Material
Subsidiary” means any Subsidiary of the Company whose attributable
portion of Consolidated Tangible Assets exceeds ten percent (10%) of
Consolidated Tangible Assets, or whose attributable portion of Consolidated
EBITDA exceeds ten percent (10%) of Consolidated EBITDA.

       

      “Materials
of Environmental Concern” means any gasoline or petroleum (including
crude oil or any extraction thereof) or petroleum products or any hazardous or
toxic substances, materials, or wastes, defined or regulated as such in or under
any Environmental Law, including, without limitation, asbestos, perchlorate,
polychlorinated biphenyls and urea-formaldehyde insulation.

       

      “Maturity
Date” means the third anniversary of the Closing Date.

       

      “Moody’s”
means Moody’s Investors Service, Inc., or any successor or assignee of the
business of such company in the business of rating securities.

       

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

       

      “Multiple
Employer Plan” means a Plan (other than a Multiemployer Plan) which any
Credit Party or any ERISA Affiliate and at least one employer other than the
Credit Parties or any ERISA Affiliate are contributing sponsors.

       

      “National
Currency Unit” means a fraction or multiple of one Euro Unit expressed in
units of the former national currency of a Participating Member
State.

       

      “Net
Assets” shall have the meaning set forth in Section 9.8(c).

       

      “Note”
or “Notes”
means the promissory note of the Borrowers in favor of the Lenders evidencing
the Revolving Loans provided pursuant to Section 2.1, as such promissory note
may be amended, modified, supplemented, extended, renewed or replaced from time
to time.

       

      “Notice
of Borrowing” means a written notice of borrowing in substantially the
form of Schedule
2.1(e)(i), as required by Section 2.1(d)(i) and Section
2.2(b)(i).

       

      “Notice
of Conversion” means the written notice of extension or conversion in
substantially the form of Schedule
2.6, as required by Section 2.6.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Obligations”
means, collectively, all of the obligations, Indebtedness and liabilities of the
Credit Parties to the Lenders (including the Issuing Lender) and the
Administrative Agent, whenever arising, under this Agreement, the Notes or any
of the other Credit Documents, including principal, interest, fees, costs,
charges, expenses, professional fees, reimbursements, all sums chargeable to the
Credit Parties or for which any Credit Party is liable as an indemnitor and
whether or not evidenced by a note or other instrument and indemnification
obligations and other amounts (including, but not limited to, any interest
accruing after the occurrence of a filing of a petition of bankruptcy under the
Bankruptcy Code with respect to any Credit Party, regardless of whether such
interest is an allowed claim under the Bankruptcy Code).

       

      “OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets
Control.

       

      “Officer’s
Compliance Certificate” means that certain compliance certificate
substantially in the form set forth on Schedule
5.2(b).

       

      “Optional
Currency” means the currencies set forth on Schedule
1.1-7.

       

      “Overnight
Rate” means, for any day, (a) with respect to any amount denominated in
Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an
overnight rate determined by the Administrative Agent, the Issuing Lender or the
Swingline Lender, as the case may be, in accordance with banking industry rules
on interbank compensation and (b) with respect to any amount denominated in a
Foreign Currency, the rate of interest per annum at which overnight deposits in
the applicable Foreign Currency, in an amount approximately equal to the amount
with respect to which such rate is being determined, would be offered for such
day by a branch or Affiliate of Wachovia in the applicable offshore interbank
market for such currency to major banks in such interbank market.

       

       “Participant”
has the meaning assigned to such term in Section 10.6(d).

       

      “Participating
Member State” means each country so described in any EMU
Legislation.

       

      “Participation
Interest” means an Extension of Credit by a Lender by way of a purchase
of a participation interest in Letters of Credit or L/C Obligations as provided
in Section 2.3 or in Swingline Loans as provided in Section 2.2.

       

      “Patent
Licenses” shall mean any agreement, whether written or oral, providing
for the grant by or to a Person of any right to manufacture, use or sell any
invention covered by a Patent.

       

      “Patents”
shall mean (a) all letters patent of the United States or any other
country, now existing or hereafter arising, and all improvement patents,
reissues, reexaminations, patents of additions, renewals and extensions thereof
and (b) all applications for letters patent of the United States or any
other country and all provisionals, divisions, continuations and
continuations-in-part and substitutes thereof.

       

      “Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act
of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26,
2001)), as amended or modified from time to time.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Payment
Event of Default” means an Event of Default specified in Section
7.1(a).

       

      “PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA.

       

      “Permitted
Acquisition” means any acquisition or any series of related acquisitions
by a Credit Party of the assets or a majority of the Voting Stock or economic
interests of a Person or any division, line of business or other business unit
of a Person (such Person or such division, line of business or other business
unit of such Person referred to herein as the “Target”),
in each case that is a type of business (or assets used in a type of business)
permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant
to Section 6.3 hereof, so long as (a) no Default or Event of Default shall then
exist or would exist after giving effect thereto, (b) the Credit Parties certify
to the Administrative Agent and the Required Lenders that the Credit Parties
will be in compliance on a Pro Forma Basis with all of the terms and provisions
of the financial covenants set forth in Section 5.9, (c) the Target shall have
executed a joinder agreement in accordance with the terms of Section 5.8, if
required by such section, and the Credit Parties and their Subsidiaries
(including the Target) shall have complied with Section 5.12, (d) immediately
after giving effect to such acquisition the Credit Parties shall have at least
$50,000,000 (or
the Foreign Equivalent thereof) of cash on deposit in readily available funds
(without causing any adverse tax consequences) and/or the ability to borrow
under this Agreement without causing a violation of any covenant, (e) such
acquisition is not a “hostile” acquisition and has been approved by the board of
directors and/or shareholders of the applicable Credit Party and the Target and
(f) immediately after giving effect to such acquisition the Borrowers (in the
aggregate) shall have the ability (but shall not be required) to borrow at least
$20,000,000 (or the Foreign Equivalent thereof) under this Agreement without
causing a Default or Event of Default.

       

      “Permitted
Accounts Receivable Purchase Arrangement” shall mean that certain Master
Agreement on Non-Genuine Repurchase Transactions, dated on or about the Closing
Date, by and among Checkpoint Systems GmbH and Commerzbank Aktiengesellschaft,
Filiale Frankfurt.

       

      “Permitted
Acquisition Certificate” means a certificate in substantially the form
set forth on Schedule
5.2(g).

       

      “Permitted
Investments” has the meaning set forth in Section 6.5.

       

      “Permitted
Liens” means:

       

      (a)           Liens
created by or otherwise existing, under or in connection with this Agreement or
the other Credit Documents in favor of the Administrative Agent on behalf of the
Secured Parties;

       

      (b)           Liens
in favor of a Hedging Agreement Provider in connection with a  Secured
Hedging Agreement; provided
that such Liens shall secure the Credit Party Obligations or the Foreign
Obligations, as applicable, on a pari passu basis:

       

      (c)           Liens
securing purchase money Indebtedness and Capital Leases, to the extent each is
permitted under Section 6.1(d); provided
that (i) any such Lien attaches to such property concurrently with or within
thirty (30) days after the acquisition thereof and (ii) such Lien attaches
solely to the property so acquired in such transaction;

       

      (d)           Liens
for taxes, assessments, charges or other governmental levies not yet due or as
to which the period of grace (not to exceed ninety (90) days), if any,
related thereto has not expired or which are being contested in good faith by
appropriate proceedings diligently pursued, provided
that adequate reserves with respect thereto are maintained on the books of the
Company or its Subsidiaries, as the case may be, in conformity with GAAP (or, in
the case of Subsidiaries with significant operations outside of the United
States of America, generally accepted accounting principles in effect from time
to time in their respective jurisdictions of incorporation);

       

      (e)           statutory
Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s
or other like Liens arising in the ordinary course of business which are not
overdue for a period of more than sixty (60) days or which are being
contested in good faith by appropriate proceedings diligently pursued, provided
that adequate reserves with respect thereto are maintained on the books of the
Company or its Subsidiaries, as the case may be, in conformity with GAAP (or, in
the case of Subsidiaries with significant operations outside of the United
States of America, generally accepted accounting principles in effect from time
to time in their respective jurisdictions of incorporation);

       

      (f)           Liens
on the property of a Person existing at the time such Person becomes a
Subsidiary of a Credit Party in a transaction permitted hereunder securing
Indebtedness in an aggregate principal amount not to exceed $250,000 for all
such Persons; provided,
however,
that any such Lien may not extend to any other property of any Credit Party or
any other Subsidiary that is not a Subsidiary of such Person; provided,
further,
that any such Lien was not created in anticipation of or in connection with the
transaction or series of transactions pursuant to which such Person became a
Subsidiary of a Credit Party;

       

      (g)           pledges
or deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation and deposits securing liability to insurance
carriers under insurance or self-insurance arrangements;

       

      (h)           deposits
to secure the performance of bids, trade contracts, (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of
business;

       

      (i)           Liens
existing on the Closing Date and set forth on Schedule 6.2;
provided that no such Lien shall at any time be extended to cover property or
assets other than the property or assets subject thereto on the Closing
Date;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (j)           zoning
ordinances, easements, covenants and other customary restrictions on the use of
real property and other title exceptions that do not interfere in any material
respect with the business or operations of the Company and its Subsidiaries or
materially impair the value of any such real property;

       

      (k)           Liens
in favor of the Issuing Lender and/or Swingline Lender to cash collateralize or
otherwise secure the obligations of a Defaulting Lender or an Impacted Lender to
fund risk participations hereunder;

       

      (l)           Liens
on the German Retirement Deposit Account and/or the German Retirement Securities
Deposit Account;

       

      (m)                      any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing
clauses; provided
that such extension, renewal or replacement Lien shall be limited to all or a
part of the property which secured the Lien so extended, renewed or replaced
(plus improvements on such property); and

       

      (n)           other
Liens (other than Liens on the Collateral) not otherwise permitted by the
foregoing clauses securing Indebtedness permitted under Section 6.1(h) of this
Agreement provided that the fair market value of the assets of the Company and
its Subsidiaries so encumbered shall not exceed $35,000,000.

       

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

       

      “Plan”
means any employee benefit plan (as defined in Section 3(3) of ERISA) which is
covered by ERISA and with respect to which any Credit Party or any ERISA
Affiliate is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

       

      “Pledge
Agreement” means the Pledge Agreement dated as of the Closing Date
executed by the Domestic Credit Parties in favor of the Administrative Agent,
for the benefit of the Secured Parties, as the same may from time to time be
amended, modified, extended, restated, replaced, or supplemented from time to
time in accordance with the terms hereof and thereof.

       

      “Prime
Rate” shall have the meaning set forth in the definition of Alternate
Base Rate.

       

      “Pro
Forma Basis” means, with respect to any transaction, that such
transaction shall be deemed to have occurred as of the first day of the
four-quarter period (or twelve-month period, as applicable) ending as of the
most recent quarter end for which financial statements are available preceding
the date of such transaction.

       

      “Property”
means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       “Ratable
Share” means, with respect to any Revolving Lender at any time, the ratio
(expressed as a percentage) of (a) the Revolving Commitment of such
Revolving Lender at such time to (b) the Aggregate Revolving Commitment,
provided
that, if the Maturity Date has occurred, the Ratable Share of each Revolving
Lender shall be determined based upon the Revolving Commitments most recently in
effect, giving effect to any assignments.

       

      “RBS”
means RBS Securities Inc., together with its successors and
assigns.

       

      “Recovery
Event” means the receipt by the Company or any of its Subsidiaries of any
cash insurance proceeds or condemnation award payable by reason of theft, loss,
physical destruction or damage, taking or similar event with respect to any of
their respective property or assets.

       

      “Register”
has the meaning set forth in Section 10.6(c).

       

      “Regulation
T, U, or X” means Regulation T, U or X, respectively, of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

       

      “Reimbursement
Obligation” means the obligation of the Borrowers to reimburse the
Issuing Lender pursuant to Section 2.3(d) for amounts drawn under Letters of
Credit.

       

      “Related
Fund” means, with respect to any Lender, any fund or trust or entity that
invests in commercial bank loans in the ordinary course of business and is
advised or managed by (a) such Lender, (b) an Affiliate of such
Lender, (c) any other Lender or any Affiliate thereof or (d) the same
investment advisor as any Person described in clauses (a) through
(c).

       

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

       

      “Reorganization”
means, with respect to any Multiemployer Plan, the condition that such Plan is
in reorganization within the meaning of such term as used in Section 4241 of
ERISA.

       

      “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA,
other than those events as to which the thirty-day notice period is waived
pursuant to regulations issued by the PBGC.

       

      “Required
Lenders” means, at any time, Lenders having more than fifty percent (50%)
of (a) the Commitments or (b) if the Commitments have been terminated,
the aggregate principal Dollar Equivalent (determined as of the most recent
Revaluation Date) of Loans (including the Participation Interests of the Issuing
Lender in any Letters of Credit and of the Swingline Lender in any Swingline
Loans) outstanding; provided
that the Commitments of, and outstanding principal Dollar Equivalent of Loans
owing to, a Defaulting Lender shall be excluded for purposes hereof in making a
determination of Required Lenders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Requirement
of Law” means, as to any Person, (a) the articles or certificate of
incorporation, by-laws or other organizational or governing documents of such
Person, and (b) all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive
orders, and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority
(in each case whether or not having the force of law); in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

       

      “Responsible
Officer” means, for any Credit Party, any duly authorized officer thereof
for which the Administrative Agent has received an incumbency certificate that
has not been terminated or revoked indicating such officer is a duly authorized
officer thereof.

       

      “Restricted
Payment” means (a) any dividend or other distribution, direct or
indirect, on account of any shares (or equivalent) of any class of Equity
Interests of any Credit Party or any of its Subsidiaries, now or hereafter
outstanding, (b) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares (or equivalent) of any class of Equity Interests of any Credit Party or
any of its Subsidiaries, now or hereafter outstanding, (c) any payment made
to retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of Equity Interests of any Credit
Party or any of its Subsidiaries, now or hereafter outstanding, (d) any
payment with respect to any earnout obligation, (e) any payment or
prepayment of principal of, premium, if any, or interest on, redemption,
purchase, retirement, defeasance, sinking fund or similar payment with respect
to, any Subordinated Indebtedness of any Credit Party or any of its Subsidiaries
or (f)  the payment by the Company or any of its Subsidiaries of any
management, advisory or consulting fee to any Person or of any extraordinary
salary, bonus or other form of compensation to any Person who is directly or
indirectly a significant partner, shareholder, owner or executive officer of any
such Person, to the extent such management, advisory fee, consulting fee,
extraordinary salary, bonus or other form of compensation is not included in the
corporate overhead of the Company or such Subsidiary.

       

      “Revaluation
Date” means each of the following:  (a) each date a Loan
is made pursuant to Section 2.1 or 2.2; (b) each date a LIBOR Rate
Loan is continued pursuant to Section 2.6; (c) each date a Revolving
Loan is made to reimburse a Swingline Loan (including a Mandatory Borrowing) or
drawing under a Letter of Credit (including an LC Mandatory Borrowing) or a
Participation Interest is required to be purchased in an outstanding Swingline
Loan or outstanding L/C Obligations pursuant to the terms of Section 2.2 or
Section 2.3, respectively; (d) the last Business Day of each calendar
month; and (e) such additional dates as the Administrative Agent or the
Required Lenders shall specify.

       

      “Revolving
Commitment” means as to any Lender, the obligation of such Lender to make
Revolving Loans for the account of the Borrowers and participate in Letters of
Credit and Swingline Loans made under the Revolving Facility in an aggregate
principal and/or stated amount at any time outstanding not to exceed the amount
set forth under the heading “Revolving Commitment” opposite such Lender’s name
on Schedule
2.1(a) hereto as such amount may be reduced or modified at any time or
from time to time pursuant to the terms hereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Revolving
Exposure” means, with respect to any Revolving Lender at any time, the
Dollar Equivalent of the sum of (a) the aggregate principal amount of all
Revolving Loans made by such Revolving Lender that are outstanding at such time,
(b) such Lender’s Ratable Share of the L/C Obligations at such time and (c)
such Lender’s Ratable Share of the outstanding Swingline Loans at such
time.

       

      “Revolving
Facility” means the multi-year revolving credit facility established
pursuant to Section 2.1(a) hereof.

       

      “Revolving
Lender” means each Lender with a Revolving Commitment or that holds a
Revolving Loan.

       

      “Revolving
Loans” has the meaning assigned thereto in Section 2.1.

       

      “Revolving
Loan” means any loan made to any Borrower pursuant to Section
2.1.

       

      “S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc.

       

      “Same
Day Funds” means (a) with respect to disbursements and payments in
Dollars, Same Day Funds and (b) with respect to disbursements and payments in a
Foreign Currency, same day or other funds as may be determined by the
Administrative Agent or the Issuing Lender, as the case may be, to be customary
in the place of disbursement or payment for the settlement of international
banking transactions in the relevant Foreign Currency.

       

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

       

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

       

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

       

      “Scheduled
Funded Debt Payments” shall mean, as of any date of determination for the
four consecutive fiscal quarter period ending on such date, the sum of all
regularly scheduled payments of principal on Funded Debt of the Credit Parties
and their Subsidiaries on a consolidated basis for the applicable period ending
on the date of determination (including the principal component of payments due
on Capital Leases during the applicable period ending on the date of
determination) to the extent actually paid in cash.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “SEC”
means the Securities and Exchange Commission or any successor Governmental
Authority.

       

      “Secured
Hedging Agreement” means any Hedging Agreement between a Credit Party or
a Subsidiary thereof and a Hedging Agreement Provider, as amended, modified,
extended, restated, replaced, or supplemented from time to time.

       

      “Secured
Parties” means the Administrative Agent, the Lenders and the Hedging
Agreement Providers.

       

      “Secured
Party Claim” means any amount which a Credit Party owes to a Secured
Party under or in connection with the Credit Documents.

       

      “Securities
Account Control Agreement” shall mean (a) with respect to securities
accounts of any Domestic Credit Party, an agreement, among a Domestic Credit
Party, a securities intermediary, and the Administrative Agent, which agreement
is in a form acceptable to the Administrative Agent and which provides the
Administrative Agent with “control” (as such term is used in Articles 8 and 9 of
the UCC) over the securities account(s) described therein, as the same may be as
amended, modified, extended, restated, replaced, or supplemented from time to
time or (b) with respect to securities accounts of any Foreign Credit Party,
such other agreement as may be necessary or required in such foreign
jurisdiction in order to obtain a perfected security interest in such securities
account(s) described therein.

       

      “Securities
Act” means the Securities Act of 1933, together with any amendment
thereto or replacement thereof and any rules or regulations promulgated
thereunder.

       

      “Securities
Laws” means the Securities Act, the Exchange Act, Sarbanes-Oxley and the
applicable accounting and auditing principles, rules, standards and practices
promulgated, approved or incorporated by the SEC or the Public Company
Accounting Oversight Board, as each of the foregoing may be amended and in
effect on any applicable date hereunder.

       

      “Security”
means “security” as defined in the Securities Act.

       

      “Security
Agreement” means the Security Agreement dated as of the Closing Date
executed by the Domestic Credit Parties in favor of the Administrative Agent,
for the benefit of the Secured Parties, as the same may from time to time be
amended, modified, extended, restated, replaced, or supplemented from time to
time in accordance with the terms hereof and thereof.

       

      “Security
Documents” means the Pledge Agreement, the Security Agreement, the Dutch
Borrower Security Agreement, the Foreign Pledge Agreements and Foreign Security
Agreements and all other agreements, documents and instruments relating to,
arising out of, or in any way connected with any of the foregoing documents
(including, without limitation, any intercompany promissory notes required to be
pledged pursuant to the terms of this Agreement or the Security Documents) or
granting to the Administrative Agent, for the benefit of the Secured Parties, as
a joint and several creditor or for itself under Section 2.21, Liens or security
interests to secure, inter alia, the Credit Party Obligations whether now or
hereafter executed and/or filed, each as may be amended from time to time in
accordance with the terms hereof, executed and delivered in connection with the
granting, attachment and perfection of the Administrative Agent’s security
interests and liens arising thereunder, including, without limitation, UCC
financing statements.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Sharing
Event” means (a) the occurrence of a Bankruptcy Event, (b) the
declaration of the termination of any Commitment, or the acceleration of the
maturity of any Loans, in each case in accordance with Section 7.2 or
(c) the failure of any Borrower to pay any principal of, or interest on,
any Loans or any L/C Obligations on the Maturity Date.

       

      “Single
Employer Plan” means any Plan which is covered by Title IV of ERISA, but
which is not a Multiemployer Plan or a Multiple Employer Plan.

       

      “Spanish
Guarantor” shall have the meaning set forth in Section 9.8.

       

      “Spanish
Deed of Pledge over Participations” shall mean that certain Deed of
Pledge over Participations, by and among Checkpoint Holland Holding BV.,
Checkpoint Systems España, S.L., the Administrative Agent and the Secured
Parties party thereto.

       

      “Spot
Rate” means, for any currency, the rate determined by the Administrative
Agent or the Issuing Lender, as applicable, to be the rate quoted by the Person
acting in such capacity as the spot rate for the purchase by such Person of such
currency with another currency through its principal foreign exchange trading
office at approximately 11:00a.m. on the date two (2) Business Days prior to the
date as of which the foreign exchange computation is made; provided
that the Administrative Agent or the Issuing Lender may obtain such spot rate
from another financial institution designated by the Administrative Agent or the
Issuing Lender  if the Person acting in such capacity does not have as
of the date of determination a spot buying rate for any such currency; and provided
further
that the Issuing Lender may use such spot rate quoted on the date as of which
the foreign exchange computation is made in the case of any Letter of Credit
denominated in a  Foreign Currency.

       

      “Subordinated
Indebtedness” means any Indebtedness (including, without limitation, any
intercompany loans) incurred by any Credit Party that is specifically
subordinated in right of payment to the prior payment of the Credit Party
Obligations on terms acceptable to the Administrative Agent and the
Lenders.

       

      “Subsidiary”
means, as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having
ordinary voting power to elect a majority of the directors or other managers of
such corporation, partnership, limited liability company or other entity
(irrespective of whether or not at the time, any class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) are at the time owned by such Person directly or indirectly
through Subsidiaries.  Unless otherwise identified, “Subsidiary” or
“Subsidiaries” means Subsidiaries of the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Swingline
Commitment” means the commitment of the Swingline Lender to make
Swingline Loans in an aggregate principal amount at any time outstanding up to
the Swingline Committed Amount, and the commitment of the Revolving Lenders to
purchase participation interests in the Swingline Loans as provided in Section
2.2(b)(ii), as such amounts may be reduced from time to time in accordance with
the provisions hereof.

       

      “Swingline
Committed Amount” means the amount of the Swingline Lender’s Swingline
Commitment as specified in Section 2.2(a).

       

      “Swingline
Lender” means Wachovia and any successor swingline lender, in such
capacity.

       

      “Swingline
Loan” or “Swingline
Loans” has the meaning set forth in Section 2.2(a).

       

      “Swingline
Note” means the promissory note of the Company in favor of the Swingline
Lender evidencing the Swingline Loans provided pursuant to Section 2.2(d), as
such promissory note may be amended, modified, supplemented, extended, renewed
or replaced from time to time.

       

      “Syndication
Agent” means Citizens Bank of Pennsylvania.

       

      “Target”
has the meaning set forth in the definition of Permitted
Acquisition.

       

      “Target
Settlement Day” means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is
open.

       

      “Taxes”
has the meaning set forth in Section 2.17.

       

      “Total
Consideration” has the meaning set forth in Section 5.2(g).

       

      “Trademark
License” shall mean any agreement, whether written or oral, providing for
the grant by or to a Person of any right to use any Trademark.

       

      “Trademarks”
shall mean (a) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, service marks, elements of package or
trade dress of goods or services, logos and other source or business
identifiers, together with the goodwill associated therewith, all registrations
and recordings thereof, and all applications in connection therewith, whether in
the United States Patent and Trademark Office or in any similar office or agency
of the United States, any State thereof or any other country or any political
subdivision thereof and (b) all renewals thereof.

       

      “Tranche”
means the collective reference to (a) LIBOR Rate Loans whose Interest
Periods begin and end on the same day and (b) Alternate Base Rate Loans
made on the same day.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Transactions”
means the closing of this Agreement and the other Credit Documents and the other
transactions contemplated hereby to occur in connection with such closing
(including, without limitation, the initial borrowings under the Credit
Documents and the payment of fees and expenses in connection with all of the
foregoing).

       

      “Transfer
Effective Date” has the meaning set forth in each Assignment and
Assumption.

       

      “Treaty
on European Union” means the Treaty of Rome of March 25, 1957, as
amended by the Single European Act 1986 and the Maastricht Treaty (which was
signed at Maastricht on February 1, 1992 and came into force on
November 1, 1993), as amended from time to time.

       

      “Type”
means, as to any Loan, its nature as an Alternate Base Rate Loan, LIBOR Rate
Loan or Swingline Loan, as the case may be.

       

      “UCC”
means the Uniform Commercial Code from time to time in effect in any applicable
jurisdiction.

       

      “Voting
Stock” means, with respect to any Person, Equity Interests issued by such
Person the holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even though the right so to vote has been suspended
by the happening of such a contingency.

       

      “Wachovia”
means Wachovia Bank, National Association and its successors.

       

      “WCM”
means Wachovia Capital Markets, LLC, together with its successors and
assigns.

       

      “Works”
shall mean all works which are subject to copyright protection pursuant to
Title 17 of the United States Code.

       

      “Works
Counsel” shall have the meaning set forth in Section 5.15.

       

      1.2                      French
Terms.

       

      In this
Agreement, a reference to:

       

      (a)           an
administration
or dissolution
includes a redressement
judiciaire, cession
totale de
l’entreprise
or liquidation
judiciaire under Articles L. 620-1 et seq. of the French Commercial
Code;

       

      (b)           a
composition,
assignment
or similar
arrangement with any creditor includes a reglement
amiable
under Articles L. 611-3 et seq. of the French Commercial Code;

       

      (c)           a
receiver
includes an administrateur
judiciaire, administrateur
provisoire, mandataire
ad hoc, conciliateur,
and mandataire
liquidateur;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)           a
person being unable
to pay its debts includes that person being in a state of cessation
des paiements;

       

      (e)           a
guaranty
includes any cautionnement,
aval
and any garantie
which is independent from the debt to which it relates;

       

      (f)           a
lease
includes an opération
de crédit-bail;

       

      (g)           a
security
interest includes any type of security (sûreté
réelle) and transfer by way of security; and

       

      (h)           the
French
Commercial Code means the Code
de commerce.

       

      1.3                      Dutch
Terms.

       

      In this
Agreement, where it relates to a Dutch entity, a reference to:

       

      (a)           a
necessary
action to authorize where applicable, includes without
limitation:

       

      (i)           any
action required to comply with the Works Councils Act of the Netherlands (Wet
op de ondernemingsraden); and

       

      (ii)                      obtaining
an unconditional positive advice (advies)
from the competent works council(s);

       

      (b)           financial
assistance means any act contemplated by:

       

      (i)           (for
a besloten
vennootschap met beperkte aansprakelijkheid) Article :207(c) of the
Dutch Civil Code; or

       

      (ii)                      (for
a naamloze
vennootschap) Article
2:98(c) of the Dutch Civil Code;

       

      (c)           a
security interest includes any mortgage (hypotheek),
pledge (pandrecht),
retention of title arrangement (eigendomsvoorbehoud),
privilege (voorrecht),
right of retention (recht
van retentie), right to reclaim goods (recht
van reclame), and, in general, any right in
rem (beperkt
recht), created for the purpose of granting security (goederenrechtelijk
zekerheidsrecht);

       

      (d)           a
winding-up,
administration or
dissolution includes a Dutch entity being declared bankrupt (failliet
verklaard) or dissolved (ontbonden);

       

      (e)           a
moratorium
includes surseance
van betaling and a
moratorium is
declared or occurs
includes surseance
verleend;

       

      (i)           any
step
or
procedure taken in connection with insolvency proceedings includes a
Dutch entity having filed a notice under Section 36 of the Tax Collection Act of
the Netherlands (Invorderingswet
1990) or 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section
60 of the Social Insurance Financing Act of the Netherlands (Wet
Financiering Sociale Verzekeringen) in conjunction with Section 36 of the
Tax Collection Act of the Netherlands (Invorderingswet
1990);

       

      (ii)                      
trustee
in bankruptcy includes a curator;

       

      (iii)                      an
administrator
includes a bewindvoerder;
and

       

      (iv)                      an
attachment
includes a beslag.

       

      1.4                      Computation
of Time Periods.

       

      All time
references in this Agreement and the other Credit Documents shall be to
Charlotte, North Carolina time unless otherwise indicated.  For
purposes of computation of periods of time hereunder, the word “from” means
“from and including” and the words “to” and “until” each mean “to but
excluding.”

       

      1.5                      Accounting
Terms.

       

      (a)           Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the most recently delivered audited consolidated financial
statements of the Company, except
as otherwise specifically prescribed herein.

       

      (b)           Changes
in GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Credit
Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided
that,
until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the
Company shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in
GAAP.

       

      (c)           Financial
Covenant Calculations.  The parties hereto acknowledge and
agree that, for purposes of all calculations made in determining compliance for
any applicable period with the financial covenants set forth in Section 5.9,
(i) after consummation of any Permitted Acquisition, (A) income
statement items and other balance sheet items (whether positive or negative)
attributable to the Target acquired in such transaction shall be included in
such calculations to the extent relating to such applicable period, subject to
adjustments mutually acceptable to the Company and the Administrative Agent


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
and
(B) Indebtedness of a Target which is retired in connection with a
Permitted Acquisition shall be excluded from such calculations and deemed to
have been retired as of the first day of such applicable period and
(ii) after any Asset Disposition permitted by Section 6.4(a)(vii),
(A) income statement items, cash flow statement items and balance sheet
items (whether positive or negative) attributable to the property or assets
disposed of shall be excluded in such calculations to the extent relating to
such applicable period, subject to adjustments mutually acceptable to the
Company and the Administrative Agent and (B) Indebtedness that is repaid
with the proceeds of such Asset Disposition shall be excluded from such
calculations and deemed to have been repaid as of the first day of such
applicable period.

      

       

      1.6                      Execution
of Documents.

       

      Unless
otherwise specified, all Credit Documents and all other certificates executed in
connection therewith must be signed by a Responsible Officer.

       

      1.7                      Exchange
Rates; Currency Equivalents.

       

      (a)           The
Administrative Agent shall determine the Spot Rates as of each Revaluation Date
to be used for calculating the Dollar Equivalents of Extensions of Credit and
amounts outstanding hereunder denominated in Foreign Currencies.  Such
Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies
until the next Revaluation Date to occur.  Except for purposes of
financial statements delivered by the Company hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency for purposes of the Credit Documents shall be such Dollar
Equivalent as so determined by the Administrative Agent.

       

      (b)           Wherever
in this Agreement, in connection with any Extension of Credit, any conversion,
continuation or prepayment of a Loan or any renewal of a Letter of Credit, an
amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Extension of Credit or Loan is denominated in a Foreign Currency, such
amount shall be the relevant Foreign Currency Equivalent of such Dollar
equivalent (rounded to the nearest 1,000 units of such Foreign Currency), as
determined by the Administrative Agent.

       

      (c)           Wherever
in this Agreement an amount, such as a minimum or maximum limitation on
Indebtedness permitted to be incurred or Investments permitted to be made
hereunder, is expressed in Dollars, it shall be deemed to refer to the Dollar
Equivalent thereof.

       

      (d)           Determinations
by the Administrative Agent pursuant to this Section shall be conclusive absent
manifest error.

       

      
        	
                1.8

              	
                Redenomination
      of Certain Foreign Currencies and Computation of Dollar
      Equivalents.

              


      

       

      (a)           Each
obligation of the Borrowers to make a payment denominated in the National
Currency Unit of any member state of the European Union that adopts the Euro as
its lawful currency after the date hereof shall be redenominated into Euros at
the time of such adoption (in accordance with the EMU
Legislation).  If, in relation to the currency of any such member
state, the basis of accrual of interest expressed in this Agreement in respect
of that currency shall be inconsistent with 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
any
convention or practice in the London interbank market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which such member state
adopts the Euro as its lawful currency; provided that if any Extension of Credit
in the currency of such member state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Extension of
Credit, at the end of the then current Interest Period.

      

      (b)           Each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect the adoption of the Euro by any member state of the
European Union and any relevant market conventions or practices relating to the
Euro.

       

       

      SECTION
2

      CREDIT
FACILITY

       

      2.1                      Revolving
Facilities.

       

      (a)           Revolving
Facility.  During the Commitment Period, subject to the terms
and conditions hereof, each Revolving Lender severally agrees to make revolving
loans (the “Revolving
Loans”) to each Borrower, in any Optional Currency and for the purposes
hereinafter set forth from time to time in the amount of such Revolving Lender’s
Ratable Share of such Loans provided
that (i) the Aggregate Revolving Exposure shall not at any time exceed the
Aggregate Revolving Commitment or (ii) with regard to each Revolving Lender,
such Revolving Lender’s Revolving Exposure shall not exceed its Revolving
Commitment; provided
further,
from the Closing Date until the date on which the Credit Parties have executed
and delivered to the Administrative Agent all German Security Documents that are
not executed and delivered by the Credit Parties on or prior to the Closing
Date, the Aggregate Revolving Exposure shall not exceed the sum of (A) the
principal amount of Loans and (B) the face amount of Letters of Credit, in each
case outstanding on the Closing Date.

       

      (b)           Borrowing
Options.  Each borrowing of Revolving Loans shall be comprised
of (i) in the case of a borrowing denominated in Dollars, either LIBOR Rate
Loans or Alternate Base Rate Loans as the applicable Borrower may request in
accordance herewith and (ii) in the case of a borrowing denominated in any
Foreign Currency, LIBOR Rate Loans.  Each Lender at its option may
satisfy its obligation to make any Revolving Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Revolving Loan (in which
case all payments of principal and interest with respect to such Loan shall be
owed to such branch or Affiliate); provided
that any exercise of such option shall not reduce the obligation of the
applicable Borrower to repay such Loan in accordance with the terms of this
Agreement and such Lender shall remain obligated in all respects for all of its
obligations hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)           Type.  Borrowings
of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of six (6) borrowings
of LIBOR Rate Loans outstanding.

       

      (d)           Revolving
Borrowings.

       

      (i)           Notice
of Borrowing.  The Company (on its own behalf or on behalf of
any Borrower) shall request a Revolving Loan borrowing by delivering a written
Notice of Borrowing (or telephone notice promptly confirmed in writing through
delivery of a Notice of Borrowing) to the Administrative Agent (A) not
later than 11:00 A.M. (I) on the Business Day of the requested borrowing in
the case of Alternate Base Rate Loans denominated in Dollars, (II) on the
third Business Day prior to the date of the requested borrowing in the case of
LIBOR Rate Loans denominated in Dollars and (B) not later than 10:00 A.M.
(London, England time) four (4) Business Days prior to the date of the
requested borrowing in the case of Loans denominated in a Foreign
Currency.  Each such request for borrowing shall be irrevocable and
shall specify (A) the Borrower on whose behalf the Company is requesting
such borrowing; (B) the date of such borrowing, which shall be a Business
Day, (C) the amount of such borrowing, which shall be, (x) with
respect to Alternate Base Rate Loans, in an aggregate principal amount of
$1,000,000 or a whole multiple of $1,000,000 in excess thereof, and (y) with
respect to LIBOR Rate Loans, in an aggregate principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof (or such other amount as may be
satisfactory to the Administrative Agent), (D)  in the case of a borrowing
denominated in Dollars, whether such Revolving Loan is to be a LIBOR Rate Loan
or an Alternate Base Rate Loan, (E) in the case of a LIBOR Rate Loan, (x)
the currency in which such LIBOR Rate Loan is to be denominated and (y) the
duration of the Interest Period applicable thereto and (F) the location and
number of the applicable Borrower’s account to which funds are to be
disbursed.  If the Company shall fail to specify in any such Notice of
Borrowing (x) an applicable Interest Period in the case of a LIBOR Rate Loan,
then such notice shall be deemed to be a request for an Interest Period of one
month, (y) the Type of Loan requested in the case of a Loan to be made in
Dollars, then such notice shall be deemed to be a request for an Alternate Base
Rate Loan hereunder or (z) the currency for such Loan, then such Loan shall be
made in Dollars.  The Administrative Agent shall give notice to each
Lender promptly, on the same day received by the Administrative Agent, upon
receipt of each Notice of Borrowing pursuant to this Section 2.1(d)(i), the
contents thereof and each such Lender’s share of any borrowing to be made
pursuant thereto.

       

      (ii)                      Advances.  Upon
receipt of any Notice of Borrowing from the Administrative Agent, each Lender
(or its respective domestic or foreign branch or Affiliate) will make available
to the Administrative Agent, for the account of the relevant Borrower, in funds
immediately available to the Administrative Agent and in the applicable
currency, such Lender’s Ratable Share of the Revolving Loans to be made on such
borrowing date, no later than 2:00 P.M., Charlotte, North Carolina time, on
the proposed borrowing date of an Alternate Base Rate Loan or Dollar
LIBOR
Rate Loan, and no later than 10:00 A.M., Charlotte, North Carolina time, on
the proposed borrowing date of an LIBOR Rate Loan denominated in any Foreign
Currency.  Each Borrower 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      hereby
irrevocably authorizes the Administrative Agent to disburse the proceeds of each
borrowing requested for such Borrower pursuant to this Section in Same Day Funds
by crediting or wiring such proceeds to the deposit account of such Borrower
identified in the Notice of Borrowing.  The Administrative Agent shall
not be obligated to disburse the portion of the proceeds of any Revolving Loan
requested pursuant to this Section for which any Lender is responsible to the
extent that such Lender has not made available to the Administrative Agent its
Ratable Share of such Revolving Loan.

      
         

      

      (e)           Repayment.  Each
Borrower agrees to repay the outstanding principal amount of all Loans made to
it under, and its Reimbursement Obligations under, the Revolving Facilities in
the applicable currency and in full on the Maturity Date, with all accrued but
unpaid interest thereon together with all other amounts then
outstanding.

       

      (f)           Interest.  Subject
to the provisions of Section 2.5:

       

      (i)           Alternate
Base Rate Loans.  During such periods as Revolving Loans shall
be comprised in whole or in part of Alternate Base Rate Loans, such Alternate
Base Rate Loans shall bear interest at a per annum rate equal to the Alternate
Base Rate plus
the Applicable Percentage; and

       

      (ii)                      LIBOR
Rate Loans.  During such periods as Revolving Loans shall be
comprised in whole or in part of LIBOR Rate Loans, such LIBOR Rate Loans shall
bear interest at a per annum rate equal to the LIBOR Rate plus
the Applicable Percentage.

       

      Interest
on Revolving Loans shall be payable in arrears on each applicable Interest
Payment Date (or at such other times as may be specified herein).

       

      (g)           Notes.  The
Revolving Loans shall be further evidenced by a duly executed Note in favor of
each Lender in the form of Schedule
2.1(h) attached hereto, if requested by such Lender.

       

      2.2                      Swingline
Loan Subfacility.

       

      (a)           Swingline
Commitment.  During the Commitment Period, subject to the terms
and conditions hereof, the Swingline Lender, in its individual capacity, agrees
to make, in reliance upon the agreements of the Revolving Lenders set forth in
this Section, a portion of the Revolving Commitment available to the Company by
making Swingline Loans to the Company in Dollars and in Euros (each a “Swingline
Loan” and, collectively, the “Swingline
Loans”) for the purposes hereinafter set forth; provided,
however,
(i) the aggregate Dollar Equivalent of
Swingline Loans (determined as of the most recent Revaluation Date) outstanding
at any time shall not exceed FIFTEEN
MILLION DOLLARS ($15,000,000) (the “Swingline
Committed Amount”), (ii) with regard to each Revolving Lender
individually (other than the Swingline Lender in its capacity as such), such
Lender’s Revolving Exposure shall not exceed such Lender’s Revolving Commitment
or (iii) with regard to the Revolving Lenders collectively, the Aggregate
Revolving Exposure shall not exceed the Aggregate Revolving Commitment.  Swingline
Loans hereunder may be repaid and reborrowed in accordance with the
provisionshereof.  Swingline
Loans denominated in Euros shall consist solely of LIBOR Market Index Rate
Loans.

      
         

         

      

      (b)           Swingline
Loan Borrowings.

       

      (i)           Notice
of Borrowing and Disbursement.  Upon receiving a Notice of
Borrowing from the Company (A) not later than 12:00 Noon (Charlotte,
North Carolina time) on any Business Day requesting that a Swingline Loan be
made in Dollars, the Swingline Lender will make a Swingline Loan which is
denominated in Dollars available to the Company on the same Business Day and
(B) not later than 10:00 A.M. (London, England time) on any Business Day
requesting that a Swingline Loan be made in Euros, the Swingline Lender will
make a Swingline Loan which is denominated in Euros available to the Company on
such date.  Swingline Loan borrowings hereunder shall be made in
minimum amounts of $100,000 and in integral amounts of $100,000 in excess
thereof.  Each such request for borrowing shall be irrevocable and
shall specify (A) that a Swingline Loan is requested, (B) the date of
the requested borrowing (which shall be a Business Day), (C) the aggregate
principal amount to be borrowed, (D) whether the borrowing shall be made in
Dollars or in Euros and (E) the location and number of the Company’s account to
which funds are to be disbursed. If the Company shall fail to specify in any
such Notice of Borrowing the applicable currency for such Swingline Loan, such
Swingline Loan shall be made in Dollars.    Notwithstanding
anything to the contrary contained herein, the Swingline Lender shall not at any
time be obligated to make any Swingline Loan hereunder if any Lender is at such
time a Defaulting Lender or an Impacted Lender hereunder, unless the Swingline
Lender has entered into arrangements satisfactory to the Swingline Lender with
the Borrowers or such Lender to eliminate the Swingline Lender’s risk with
respect to such Lender.

       

      (ii)                      Repayment
of Swingline Loans.  Each Swingline Loan borrowing shall be due
and payable on the Maturity Date.  The Swingline Lender may, at any
time, in its sole discretion, by written notice to the Company and the
Administrative Agent, demand repayment of its Swingline Loans by way of a
Revolving Loan borrowing, in which case the Company shall be deemed to have
requested a Revolving Loan borrowing in Dollars comprised entirely of Alternate
Base Rate Loans in the Dollar Equivalent of such Swingline Loans; provided,
however,
that, in the following circumstances, any such demand shall also be deemed to
have been given one Business Day prior to each of (A) the Maturity Date,
(B) the occurrence of a Bankruptcy Event, (C) upon acceleration of the
Credit Party Obligations hereunder, whether on account of a Bankruptcy Event or
any other Event of Default and (D) the exercise of remedies in accordance
with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing
made on account of any such deemed request therefor as provided herein being
hereinafter referred to as a “Mandatory
Borrowing”).  Each Revolving Lender hereby irrevocably agrees
to make such Revolving Loans promptly upon any such request or deemed request on
account of each Mandatory Borrowing in the Dollar Equivalent of such Swingline
Loans and in the manner specified in the preceding sentence and on the same date
such request is made by the Swingline Lender notwithstanding
(A) the amount of Mandatory Borrowing may not comply with the minimum
amount for borrowings of Revolving Loans otherwise

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       required
hereunder, (B) whether any conditions specified in Section 4.2 are then
satisfied, (C) whether a Default or an Event of Default then exists,
(D) failure of any such request or deemed request for Revolving Loans to be
made by the time otherwise required in Section 2.1(d)(i), (E) the date of
such Mandatory Borrowing, or (F) any reduction in the Revolving Committed
Amount or termination of the Revolving commitments
immediately prior to such Mandatory Borrowing or contemporaneously
therewith.  In the event that any Mandatory Borrowing cannot for any
reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under the Bankruptcy
Code with respect to the Company), then each Revolving Lender hereby agrees that
it shall forthwith purchase (as of the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for any payments received from the Company
on or after such date and prior to such purchase) from the Swingline Lender such
participations in the outstanding Swingline Loans as shall be necessary to cause
each such Revolving Lender to share in such Swingline Loans ratably based upon
its respective Ratable Share (determined before giving effect to any termination
of the Commitments pursuant to Section 7.2); provided
that (A) subject to clause (B) below, all interest payable on the Swingline
Loans shall be for the account of the Swingline Lender until the date as of
which the respective participation is purchased, and (B) at the time any
purchase of participations pursuant to this sentence is actually made, the
purchasing Revolving Lender shall be required to pay to the Swingline Lender
interest on the principal Dollar Equivalent of such participation purchased for
each day from and including the day upon which the Mandatory Borrowing would
otherwise have occurred to but excluding the date of payment for such
participation, at the rate equal to, if paid within two (2) Business Days of the
date of the Mandatory Borrowing, the Overnight Rate, and thereafter at a rate
equal to the Alternate Base Rate, and upon such purchase shall be entitled to
interest on such amounts from and including the date of the Mandatory
Borrowing.

       

      (c)           Interest
on Swingline Loans.  Subject to the provisions of Section 2.5,
Swingline Loans that are denominated in (i) Dollars shall bear interest at a per
annum rate equal to the Alternate Base Rate plus
the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans
and (ii) Euros shall bear interest at the LIBOR Market Index Rate plus the
Applicable Percentage for Revolving Loans that are LIBOR Rate
Loans.  Interest on Swingline Loans shall be payable in arrears on
each Interest Payment Date.

       

      (d)           Swingline
Note.  The Swingline Loans shall be evidenced by a duly
executed Swingline Note of the Company to the Swingline Lender in the original
amount of the Swingline Committed Amount and substantially in the form of Schedule
2.2 to the extent requested by the Swingline Lender.

       

      2.3                      Letter
of Credit Subfacility.

       

      (a)           L/C
Commitment.

       

      (i)           Letters
of Credit. Subject to the terms and conditions hereof, the Issuing
Lender, in reliance on the agreements of the Revolving Lenders set forth in this
Section,

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      agrees to
issue Letters of Credit for the account of the Company on any Business Day
during the Commitment Period in
such form as may be requested by the Company and
approved from time to time by the Issuing Lender; provided,
that the Issuing Lender shall not issue, amend, extend or renew any Letter of
Credit if, after giving effect to such issuance, amendment, extension or
renewal, (A) the Aggregate Revolving Exposure would exceed the Aggregate
Revolving Commitment or (B) the Aggregate L/C Obligations would exceed the
Aggregate L/C Sublimit.  Each Letter of Credit may be denominated in
any Optional Currency.

       

      (ii)                      Issuance
of Letters of Credit. Each Letter of Credit shall (A) be a letter of
credit issued to support obligations of the Company or any of its Subsidiaries,
contingent or otherwise, (B) expire on a date not later than one year after the
date of issuance thereof and during the Commitment Period and (C) be subject to
the Uniform Customs and Practice for Documentary Credits (as most recently
published by the International Chamber of Commerce at the time of issuance) and,
to the extent not inconsistent therewith, the laws of the State in which the
corporate headquarters of the Issuing Lender is located or such other
jurisdiction as is acceptable to the Issuing Lender.  The Issuing
Lender shall not at any time be obligated to issue any Letter of Credit
hereunder if (A) such issuance violates any order, judgment or decree of
any Governmental Authority that by its terms enjoins or restrains the issuance
of such Letter of Credit, (B) any Applicable Law applicable to the Issuing
Lender, the Administrative Agent or any Lender or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over it shall prohibit, or request that it refrain from, the
issuance of letters of credit generally, (C) such Letter of Credit in particular
shall impose upon it or any Lender with respect to such Letter of Credit any
restriction or reserve or capital requirement (for which the Issuing Lender or
any Lender is not otherwise compensated), or any unreimbursed loss, cost or
expense which was not applicable or in effect as of the Closing Date or (D) if
any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder,
unless the Issuing Lender has entered into arrangements satisfactory to the
Issuing Lender with the Borrowers or such Lender to eliminate the Issuing
Lender’s risk with respect to such Lender.  References herein to
“issue” and derivations thereof with respect to Letters of Credit shall also
include any amendment, extension, renewal or increase in the stated amount of
any existing Letters of Credit, unless the context otherwise
requires.

       

      (b)           Procedure
for Issuance of Letters of Credit.  The Company may from time
to time request that the Issuing Lender issue a Letter of Credit (or amend,
extend or renew an outstanding Letter of Credit) by delivering to the Issuing
Lender at any address mutually acceptable to the Company and the Issuing Lender
an L/C Application therefor, completed to the satisfaction of the Issuing
Lender, and such other certificates, documents and other papers and information
as the Issuing Lender may reasonably request.  The L/C Application
will contain a representation and warranty that the conditions specified in
Section 4.2 hereof have been satisfied or waived in writing by the
Administrative Agent on behalf of the Required Lenders as of the date of the L/C
Application.  Upon receipt of any L/C Application, the Issuing Lender
shall process such L/C Application and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
and
shall, subject to this Section and the other terms herein, promptly issue the
Letter of Credit (or amend, extend or renew the outstanding Letter of Credit)
requested thereby (but in no event shall the Issuing Lender be required to issue
any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit)
earlier than three (3) Business Days after its receipt of the L/C Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender
and the Company.  Within fifteen (15) Business Days after the end of
each calendar quarter, the Issuing Lender (or the Administrative Agent if the
Administrative Agent agrees to undertake such action) shall report to each
Lender all Letters of Credit issued by it during the previous calendar quarter
and the average daily undrawn and unexpired amounts for all Letters of Credit
for each day in such calendar quarter.  The Issuing Lender (or the
Administrative Agent if the Administrative Agent agrees to undertake such
action) shall calculate the Dollar Equivalent of each outstanding Letter of
Credit denominated in any Foreign Currency as of each Revaluation Date and shall
notify the Administrative Agent and the Company of such calculation, and such
calculation shall be the basis of any determination of the amount of outstanding
L/C Obligations for purposes hereof until the next such
calculation.

      

       

      (c)           L/C
Participations.

       

      (i)           The
Issuing Lender irrevocably agrees to grant and hereby grants to each Revolving
Lender, and, to induce the Issuing Lender to issue Letters of Credit hereunder,
each Revolving Lender irrevocably agrees to accept and purchase and hereby
accepts and purchases from the Issuing Lender, on the terms and conditions
hereinafter stated, for such Revolving Lender’s own account and risk, an
undivided interest equal to its Ratable Share of the Issuing Lender’s
obligations and rights under each Letter of Credit issued hereunder and the
amount of each draft paid by the Issuing Lender thereunder.  Each
Revolving Lender unconditionally and irrevocably agrees with the Issuing Lender
that, if a draft is paid under any Letter of Credit for which the Issuing Lender
is not reimbursed in full by the Company in accordance with the terms of this
Agreement, such Revolving Lender shall pay to the Issuing Lender upon demand at
the Issuing Lender’s address for notices specified herein an amount equal to
such Revolving Lender’s Ratable Share of the amount of such draft, or any part
thereof, which is not so reimbursed.

       

      (ii)                      Upon
becoming aware of any amount required to be paid by any Lender to the Issuing
Lender pursuant to this Section in respect of any unreimbursed portion of any
payment made by the Issuing Lender under any Letter of Credit, the
Administrative Agent shall notify each Revolving Lender of the amount and due
date of such required payment and such Lender shall pay to the Issuing Lender
the amount specified on the applicable due date.  If any such amount
is paid to the Issuing Lender after the date such payment is due, such Lender
shall pay to the Issuing Lender on demand, in addition to such amount, the
product of (A) such amount, multiplied by (B) the Overnight Rate,
multiplied by (C) a fraction the numerator of which is the number of days
that elapse during such period and the denominator of which is 360.  A
certificate of the Issuing Lender with respect to any amounts owing under this
Section shall be conclusive in the absence of manifest error.  With
respect to payment to the Issuing Lender of the unreimbursed amounts described
in this Section, if the relevant Lenders receive notice that any such payment is
due (A) prior to 1:00 P.M. (Charlotte, North Carolina time) on any
Business Day, such payment shall be due that Business Day, and (B) after
1:00 P.M. (Charlotte, North Carolina time) on any Business Day, such payment
shall be due on the following Business Day.

      
         

      

      (iii)                      Whenever,
at any time after the Issuing Lender has made payment under any Letter of Credit
and has received from any Lender the Ratable Share of such payment in accordance
with this Section, the Issuing Lender receives any payment related to such
Letter of Credit (whether directly from the Company or otherwise, or any payment
of interest on account thereof), the Issuing Lender will distribute to such
Lender its Ratable Share; provided,
that in the event that any such payment received by the Issuing Lender shall be
required to be returned by the Issuing Lender, such Lender shall return to the
Issuing Lender the portion thereof previously distributed by the Issuing Lender
to it.

       

      (d)           Reimbursement
Obligation of the Company. The Company agrees to reimburse the Issuing
Lender on each date the Issuing Lender or the Administrative Agent notifies such
Company of the date and amount of a draft paid under any Letter of Credit
requested by the Company for the amount of (A) such draft so paid and
(B) any taxes, fees, charges or other costs or expenses incurred by the
Issuing Lender in connection with such payment.  Each such payment
shall be made to the Issuing Lender at its address for notices specified herein
in the currency in which such Letter of Credit is denominated (except that, in
the case of any Letter of Credit denominated in any Foreign Currency, in the
event that such payment is not made to the Issuing Lender on the date of receipt
by the Company of such notice, such payment shall be made in Dollars, in an
amount equal to the Dollar Equivalent of the amount of such payment) and in Same
Day Funds.  Interest shall be payable on any and all amounts remaining
unpaid by the Company under this Section from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment
in full at the Alternate Base Rate plus 2%.  If the Company fails to
timely reimburse the Issuing Lender on the date the Company receives the notice
referred to in this Section, the Issuing Lender shall promptly notify the
Administrative Agent of such failure, and the Company shall be deemed to have
timely given a Notice of Borrowing pursuant to Section 2.1 (without regard to
the minimum and multiples specified in such Section) to the Administrative Agent
requesting the Lenders to make an Alternate Base Rate Loan under the Credit
Facility on such date in Dollars in an amount equal to the Dollar Equivalent of
the amount of such draft paid, together with any taxes, fees, charges or other
costs or expenses incurred by the Issuing Lender and to be reimbursed pursuant
to this Section and, regardless of whether or not the conditions precedent
specified in Section 4 have been satisfied, the applicable Lenders shall make
Alternate Base Rate Loans in such amount, the proceeds of which shall be applied
to reimburse the Issuing Lender for the amount of the related drawing and costs
and expenses.  Any conversion by the Issuing Lender of any payment to
be made by the Company in respect of any Letter of Credit denominated in any
Foreign Currency into Dollars in accordance with this Section (using the
conversion mechanism set forth in the definition of Dollar Equivalent) shall be
conclusive and binding upon the Company and the Lenders in the absence of
manifest error; provided
that upon the request of any Lender, the Issuing Lender shall provide to such
Lender a certificate including reasonably detailed information as to the
calculation of such conversion.  Notwithstanding the foregoing,
nothing in this Section shall

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
obligate
the Lenders to make such Alternate Base Rate Loans if the making of such
Alternate Base Rate Loans would violate the automatic stay under the Bankruptcy
Code.

      

       

      (e)           Obligations
Absolute.  The Company’s obligations under this Section
(including, without limitation, the Reimbursement Obligation) shall be absolute,
unconditional and irrevocable under any and all circumstances and irrespective
of any set-off, counterclaim or defense to payment which the Company may have or
have had against the Issuing Lender or any beneficiary or transferee of a Letter
of Credit (or any person for whom any such beneficiary or any such transferee
may be acting).  The Company also agrees with the Issuing Lender that
no Issuing Lender shall be responsible for, and the Company’s Reimbursement
Obligation under this Section shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent, forged or
insufficient in any respect, or any dispute between or among the Company and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Company against any
beneficiary of such Letter of Credit or any such transferee.  No
Issuing Lender shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message, advice, or document, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by the Issuing Lender’s gross negligence or willful
misconduct.  The Company agrees that any action taken or omitted by
the Issuing Lender under or in connection with any Letter of Credit or the
related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards of care specified in the
Uniform Customs and, to the extent not inconsistent therewith, the UCC, shall be
binding on the Company and shall not result in any liability of the Issuing
Lender to the Company.  The responsibility of the Issuing Lender to
the Company in connection with any draft presented for payment under any Letter
of Credit shall, in addition to any payment obligation expressly provided for in
such Letter of Credit, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such
presentment are in conformity with such Letter of Credit.

       

      (f)           Letter
of Credit Payments.  If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Company of the date and the Dollar Equivalent of the amount
thereof.

       

      (g)           Effect
of L/C Application.  To the extent that any provision of any
L/C Application related to any Letter of Credit is inconsistent with the
provisions of this Section, the provisions of this Section shall
apply.

       

      2.4                      Additional
Loans.

       

      Subject to the terms and
conditions set forth herein, so long as no Default or Event of Default shall
have occurred and be continuing, the Company and the Foreign Borrowers shall
have the right to increase the Aggregate Revolving Commitment (an “Additional
Commitment”) by an aggregate amount of up to $50,000,000 (the “Aggregate
Additional Commitment”) at any time prior to the date that is one
Business Day prior to the Maturity Date; provided
that (i) any loans issued pursuant to an Additional Commitment (the “Additional
Loans”) may not be

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      borrowed by any Borrower
until the earlier of (x) the first Business Day  following the date on
which the Company delivers the quarterly financial statements and compliance
certificate required under Sections 5.1(b) and 5.2(a) for the period ending as
of the last day of the second quarter of fiscal year 2009 and such statements
demonstrate that Consolidated EBITDA for the Company and its Subsidiaries for
the second fiscal quarter in 2009 is greater than or equal to $17,000,000 (the
“Partial
Incremental Availability Date”) and (y) the first Business Day after the
day on which the Company files its SEC Form 10K for the 2009 fiscal year and
demonstrates that Consolidated EBITDA for the Company and its Subsidiaries for
such fiscal year is greater than or equal to $65,000,000 (the “Full
Incremental
Availability Date”) and (ii) only up to $25,000,000 of the Aggregate
Additional Commitment shall be available to be borrowed by the Borrowers from
the Partial Incremental Availability Date until the Full Incremental
Availability Date.  The following terms and conditions shall apply to
any Additional Commitment:  (i) the loans made under the Additional
Commitment shall constitute Credit Party Obligations, (ii) such Additional Loans
shall have the same terms (including interest rate) as the existing Revolving
Loans, (iii) any such Additional Loans shall be entitled to the same voting
rights as the existing Revolving Loans and shall be entitled to receive proceeds
of prepayments on the same basis as the existing Revolving Loans, (iv) any such
Additional Commitment shall be obtained from existing Lenders or from other
banks, financial institutions or investment funds, in each case in accordance
with the terms set forth below, (v) such Additional Commitment shall be in a
minimum principal Dollar Equivalent (determined as of the most recent
Revaluation Date) of $10,000,000 or the unused portion of the limit set forth
above and integral multiples of $1,000,000 in excess thereof, (vi) the proceeds
of any Additional Loan will be used to finance capital expenditures and working
capital and other general corporate purposes, including Permitted Acquisitions,
(vii) the Company and the Foreign Borrowers shall execute such promissory notes
as are necessary and requested by the Lenders to reflect the Additional
Commitment and the Additional Loans, (viii) the conditions to Extensions of
Credit in Section 4.2 shall have been satisfied, (ix) the Administrative Agent
shall have received such legal opinions from counsel to the Credit Parties, in
form and substance reasonably satisfactory to the Administrative Agent, as the
Administrative Agent reasonably shall request, (x) the Administrative Agent
shall have received such amendments to the Credit Documents, in form and
substance satisfactory to the Administrative Agent, as the Administrative Agent
shall request and (xi) the Administrative Agent shall have received from the
Company updated financial projections and an officer’s certificate, in each case
in form and substance satisfactory to the Administrative Agent, demonstrating
that, after giving effect to any such Additional Commitment or Additional Loans,
the Company will be in compliance with the financial covenants set forth in
Section 5.9.  Participation in any Additional Commitment may be
offered to each of the existing Lenders, but no such Lender shall be required to
provide all or any portion of any such Additional Loan.  If the amount
of any Additional Loan requested by the Company shall exceed the commitments
which the existing Lenders are willing to provide with respect to such
Additional Loan, then the Company may invite other banks, financial institutions
and investment funds reasonably acceptable to the Administrative Agent to join
this Agreement as Lenders hereunder for the portion of such Additional
Commitment not taken by existing Lenders, provided
that such other banks, financial institutions and investment funds shall enter
into such joinder agreements to give effect thereto as the Administrative Agent
and the Company may reasonably request.  The existing Lenders shall
make such assignments (which assignments shall not be subject to the
requirements set forth in Section 10.6(b)) of the outstanding
Loans

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      and Participation
Interests to the Lenders providing any an Additional Commitment so that, after
giving effect to such assignments, each Lender (including the Lenders providing
the Additional Commitments) will hold Loans and Participation Interests equal to
its Ratable Share of all outstanding Loans and L/C Obligations.  The
Administrative Agent is authorized to enter into, on behalf of the Lenders, any
amendment to this Agreement or any other Credit Document as may be necessary to
incorporate the terms of any Additional Loan or Additional
Commitment.

       

      2.5                      Default
Rate and Payment Dates.

       

      (a)           If
all or a portion of the principal amount of any Loan which is a LIBOR Rate Loan
shall not be paid when due or continued as a LIBOR Rate Loan in accordance with
the provisions of Section 2.6 (whether at the stated maturity, by acceleration
or otherwise), such overdue principal amount of such Loan shall be converted to
an Alternate Base Rate Loan at the end of the Interest Period applicable
thereto.

       

      (b)           Upon
the occurrence and during the continuance of a (i) Bankruptcy Event or a Payment
Event of Default, the principal of and, to the extent permitted by law, interest
on the Loans and any other amounts owing hereunder or under the other Credit
Documents shall automatically bear interest at a rate per annum which is equal
to the Default Rate and (ii) any other Event of Default hereunder, at the option
of the Required Lenders, the principal of and, to the extent permitted by law,
interest on the Loans and any other amounts owing hereunder or under the other
Credit Documents shall bear interest, payable on demand, at a per annum rate
which is equal to the Default Rate.

       

      (c)           Interest
on each Loan shall be payable in arrears on each Interest Payment Date; provided
that interest accruing pursuant to paragraph (b) of this Section shall be
payable from time to time on demand.

       

      2.6                      Extension
and Conversion.

       

      The
Company shall have the option, on any Business Day, to extend existing Loans
into a subsequent permissible Interest Period or to convert Loans made in
Dollars into Loans of another Type; provided,
however,
that (a) except as expressly provided otherwise in this Agreement, LIBOR
Rate Loans denominated in Dollars may be converted into Alternate Base Rate
Loans only on the last day of the Interest Period applicable thereto,
(b) LIBOR Rate Loans may be extended, and Alternate Base Rate Loans may be
converted into LIBOR Rate Loans, only if the conditions in Section 4.2 have been
satisfied and (c) Loans extended as, or converted into, LIBOR Rate Loans
shall be subject to the terms of the definition of “Interest
Period” set forth in Section 1.1 and shall be in such minimum amounts as
provided in Section 2.1(d).  Any request for extension or conversion
of a LIBOR Rate Loan which shall fail to specify an Interest Period shall be
deemed to be a request for an Interest Period of one month.  Each such
extension or conversion shall be effected by the Company by giving a Notice of
Conversion (or telephone notice promptly confirmed in writing) to the
Administrative Agent prior to 11:00 A.M. on the Business Day of, in the case of
the conversion of a LIBOR Rate Loan into an Alternate Base Rate Loan, and on the
fourth Business Day prior to, in the case of the extension of a LIBOR Rate Loan
as, or conversion of an Alternate Base Rate Loan into, a LIBOR Rate Loan, the
date of the

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
proposed
extension or conversion, specifying (i) the date of the proposed extension
or
conversion, (ii) the Loans to be so extended or converted, (iii) the
Types of Loans into which such Loans are to be converted and (iv) if
appropriate, the applicable Interest Periods with respect
thereto.  Each request for extension or conversion shall be
irrevocable and shall constitute a representation and warranty by the Company of
the matters specified in Section 4.2.  In the event the Company fails
to request extension or conversion of any LIBOR Rate Loan made in Dollars in
accordance with this Section, or any such conversion or extension is not
permitted or required by this Section, then such LIBOR Rate Loan shall be
converted to an Alternate Base Rate Loan at the end of the Interest Period
applicable thereto.  The Administrative Agent shall give each Lender
notice as promptly as practicable of any such proposed extension or conversion
affecting any Loan.

      

       

      2.7                      Voluntary
Prepayments and Mandatory Prepayments.

       

      (a)           Voluntary
Repayments.  Revolving Loans and Swingline Loans may be repaid
in whole or in part without premium or penalty; provided
that (i) LIBOR Rate Loans may be repaid only upon five (5) Business
Days’ prior written notice to the Administrative Agent, and Alternate Base Rate
Loans may be repaid only upon at least one (1) Business Day’s prior written
notice to the Administrative Agent, (ii) repayments of LIBOR Rate Loans
must be accompanied by payment of any amounts owing under Section 2.16, and
(iii) partial repayments of the LIBOR Rate Loans shall be in minimum
principal amount of $2,000,000, and in integral multiples of $1,000,000 in
excess thereof, or if less, the remaining amount thereof, and partial repayments
of Alternate Base Rate Loans shall be in a minimum principal amount of
$1,000,000, and in integral multiples of $500,000 in excess thereof, or if less,
the remaining amount thereof.   Interest accrued through the date
of prepayment on the principal amount prepaid shall be payable on the next
occurring Interest Payment date that would have occurred had such Loan not been
prepaid or, at the request of the Administrative Agent, interest on the
principal amount prepaid shall be payable on any date that a prepayment is made
hereunder through the date of prepayment.  All voluntary prepayments
of Revolving Loans pursuant to this Section shall be distributed ratably to the
Lenders holding such Revolving Loans.

       

      (b)           Mandatory
Prepayments.

       

      (i)           If
at any time the Aggregate Revolving Exposure exceeds 105% (or if none of such
Aggregate Revolving Exposure is denominated in any Foreign Currency, 100%) of
the Aggregate Revolving Commitment, the relevant Borrower or Borrowers agree
immediately upon notice from the Administrative Agent, by payment to the
Administrative Agent for the account of the Revolving Lenders, to repay
Revolving Loans or Swingline Loans and/or furnish cash collateral as described
in Section 2.7(c), in the Dollar Equivalent of the amount of such
excess.  Any repayment of LIBOR Rate Loans pursuant to this Section
other than on the last day of the Interest Period applicable thereto shall be
accompanied by any amount required to be paid pursuant to Section 2.16
hereof.

       

      (ii)                      If
the Administrative Agent, notifies the Company at any time that the Aggregate
L/C Obligations at such time exceeds 105% (or if none of such Aggregate
L/C

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Obligations
are denominated in any Foreign Currency, 100%) of the L/C Sublimit then in
effect, then, within two (2) Business Days after receipt of such notice, the
Company shall cash collateralize the Aggregate L/C Obligations in an amount
equal to the amount by which the Aggregate L/C Obligations exceeds the L/C
Sublimit.

       

      (c)           Application.  Unless
otherwise specified by the Company, voluntary repayments and mandatory
prepayments made hereunder shall be applied first
to Swingline Loans, second
to Alternate Base Rate Loans, then to LIBOR Rate Loans in direct order of
Interest Period maturities and third
(after all Loans have been repaid) to a cash collateral account in respect of
L/C Obligations.  Amounts repaid on the Swingline Loan and the
Revolving Loans may be reborrowed in accordance with the provisions
hereof.  All prepayments made under this Section shall be subject to
Section 2.16 and be accompanied by interest on the principal amount prepaid
through the date of prepayment, but otherwise without premium or
penalty.

       

      (d)           Hedging
Obligations Unaffected.  Any repayment or prepayment made
pursuant to this Section 2.7 shall not affect the Company’s obligation to
continue to make payments under any Hedging Agreement with a Hedging Agreement
Provider, which shall remain in full force and effect notwithstanding such
repayment or prepayment, subject to the terms of such Hedging
Agreement.

       

      2.8                      Termination
and Reduction of Commitments.

       

      (a)           Voluntary
Reductions.  The Company shall have the right at any time and
from time to time, upon at least three (3) Business Days’ prior written notice
to the Administrative Agent, to permanently terminate or reduce the Aggregate
Revolving Commitments; provided
that (i) each reduction of the Aggregate Revolving Commitments shall be in
an aggregate principal amount not less than $5,000,000 or any whole multiple of
$1,000,000 in excess thereof and (ii) such reduction shall not cause (A)
the Aggregate Revolving Exposure to exceed the Aggregate Revolving Commitment,
or (B) the aggregate Dollar Equivalent of the Swingline Loans outstanding to
exceed the Swingline Committed Amount.  Upon receipt of such notice,
the Administrative Agent shall promptly notify each Revolving
Lender.  The amount of any termination or reduction made under this
Section may not thereafter be reinstated.

       

      (b)           Mandatory
Reduction.  The Commitments shall automatically terminate on
the Maturity Date.

       

      2.9                      Fees.

       

      (a)           Commitment
Fee.  In consideration of the Commitments, the Borrowers agree
to pay to the Administrative Agent for the ratable benefit of the Lenders
holding Commitments a commitment fee (the “Commitment
Fee”) in an amount equal to the Applicable Percentage per annum multiplied
by the average daily unused Dollar Equivalent (determined as of the most
recent Revaluation Date) of the Aggregate Revolving Commitment; provided
that (i) no Commitment Fee shall accrue on any of the Commitments of a
Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2)
any Commitment Fee accrued with respect to the Commitments of a Defaulting
Lender during the period prior to the time such Lender became a Defaulting
Lender and unpaid at such time shall not be payable by the Borrowers so long as
such Lender shall be a 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
Defaulting
Lender. The Commitment Fee shall be calculated quarterly in
arrears.    For purposes of computation of the Commitment
Fee, Aggregate L/C Obligations and the outstanding Swingline Loans shall be
considered usage of the Aggregate Revolving Commitment.  The
Commitment Fee shall be payable quarterly in arrears on the 15th day following
the last day of each calendar quarter for the prior calendar quarter, commencing
with the first such date to occur after the Closing Date, and on the Maturity
Date (and, if applicable, thereafter on demand).  The Commitment Fee
shall be calculated quarterly in arrears, and if there is any change in the
Applicable Percentage during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Percentage separately for each period
during such quarter that such Applicable Percentage was in
effect.

      

       

      (b)           L/C
Fees.  

       

      (i)           The
Borrowers agree to pay to the Administrative Agent, for the account of each
Revolving Lender, a letter of credit fee (the “L/C
Fee”) in Dollars with respect to each Letter of Credit issued by the
Issuing Lender in an amount equal to the Dollar Equivalent of the average daily
undrawn amount of such issued Letters of Credit multiplied by the Applicable
Percentage for LIBOR Rate Loans then in effect.

       

      (ii)                      The
L/C Fees shall be payable quarterly in arrears on the 15th day following the
last day of each calendar quarter for the prior calendar quarter, commencing
with the first such date to occur after the Closing Date, and on the Maturity
Date (and, if applicable, thereafter on demand).

       

      (iii)                      The
Administrative Agent shall, promptly following its receipt thereof, distribute
to the Revolving Lenders the L/C Fee received by the Administrative Agent in
accordance with their respective Ratable Share; provided
that (A) any L/C Fees that accrue in favor of a Defaulting Lender shall be paid
to the Issuing Lender for its own account for so long as such Lender shall be a
Defaulting Lender and (B) any L/C Fees accrued in favor of a Defaulting Lender
during the period prior to the time such Lender became a Defaulting Lender and
unpaid at such time shall be paid to the Issuing Lender for its own account for
so long as such Lender shall be a Defaulting Lender.

       

      (c)           Issuing
Lender Fees.  In addition to the L/C Fees payable pursuant to
subsection (b) above, the Borrowers shall pay to the Issuing Lender for its own
account without sharing by the other Lenders (i) a fronting fee of
one-eighth of one percent (0.125%) per annum on the average daily maximum amount
available to be drawn under each such Letter of Credit issued by it, such fee to
be paid on the 15th
day following the last day of the calendar quarter in which such Letter of
Credit is issued and (ii) the reasonable and customary charges from time to
time of the Issuing Lender with respect to the amendment, transfer,
administration, cancellation and conversion of, and drawings under, such Letters
of Credit (collectively, the “Issuing
Lender Fees”).

       

      (d)           Administrative
Agent’s Fee.  The Borrowers agree to pay to the Administrative
Agent the annual administrative agent fee as described in the Fee
Letter.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.10                      Computation
of Interest and Fees; Usury.

       

      (a)           Interest
payable hereunder with respect to Alternate Base Rate Loans based on the Prime
Rate and Loans denominated in British Pounds Sterling shall be calculated on the
basis of a year of 365 days (or 366 days, as applicable) for the actual days
elapsed.  All other fees, interest and all other amounts payable
hereunder shall be calculated on the basis of a 360 day year for the actual
days elapsed.  The Administrative Agent shall as soon as practicable
notify the Company and the Lenders of each determination of a LIBOR Rate on the
Business Day of the determination thereof.  Any change in the interest
rate on a Loan resulting from a change in the Alternate Base Rate shall become
effective as of the opening of business on the day on which such change in the
Alternate Base Rate shall become effective.  The Administrative Agent
shall as soon as practicable notify the Company and the Lenders of the effective
date and the amount of each such change.

       

      (b)           Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Company and
the Lenders in the absence of manifest error.  The Administrative
Agent shall, at the request of the Company, deliver to the Company a statement
showing the computations used by the Administrative Agent in determining any
interest rate.

       

      (c)           It
is the intent of the Lenders and the Credit Parties to conform to and contract
in strict compliance with applicable usury law from time to time in
effect.  All agreements between the Lenders and the Credit Parties are
hereby limited by the provisions of this subsection which shall override and
control all such agreements, whether now existing or hereafter arising and
whether written or oral.  In no way, nor in any event or contingency
(including, but not limited to, prepayment or acceleration of the maturity of
any Obligation), shall the interest taken, reserved, contracted for, charged, or
received under this Agreement, under the Notes or otherwise, exceed the maximum
nonusurious amount permissible under applicable law.  If, from any
possible construction of any of the Credit Documents or any other document,
interest would otherwise be payable in excess of the maximum nonusurious amount,
any such construction shall be subject to the provisions of this paragraph and
such interest shall be automatically reduced to the maximum nonusurious amount
permitted under applicable law, without the necessity of execution of any
amendment or new document.  If any Lender shall ever receive anything
of value which is characterized as interest on the Loans under applicable law
and which would, apart from this provision, be in excess of the maximum
nonusurious amount, an amount equal to the amount which would have been
excessive interest shall, without penalty, be applied to the reduction of the
principal amount owing on the Loans and not to the payment of interest, or
refunded to the Borrowers or the other payor thereof if and to the extent such
amount which would have been excessive exceeds such unpaid principal amount of
the Loans.  The right to demand payment of the Loans or any other
Indebtedness evidenced by any of the Credit Documents does not include the right
to receive any interest which has not otherwise accrued on the date of such
demand, and the Lenders do not intend to charge or receive any unearned interest
in the event of such demand.  All interest paid or agreed to be paid
to the Lenders with respect to the Loans shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term (including any renewal or extension) of the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
Loans so
that the amount of interest on account of such Indebtedness does not exceed the
maximum nonusurious amount permitted by applicable law.

      

       

      2.11                      Pro
Rata Treatment and Payments.

       

      (a)           Allocation
of Payments Prior to Exercise of Remedies.  Each borrowing of
Loans and any reduction of the Commitments shall be made pro
rata
according to the respective Ratable Shares of the Lenders.  Each
payment under this Agreement shall be applied (i) first,
to any Fees then due and owing, (ii) second,
to interest then due and owing hereunder and (iii) third,
to principal then due and owing hereunder.  Each payment on account of
the Commitment Fees or the L/C Fees shall be made pro
rata
in accordance with the respective amounts due and owing.  Each payment
(other than voluntary repayments or prepayments and mandatory prepayments) by
the Borrowers on account of principal of and interest on the Loans shall be made
pro
rata
according to the respective amounts due and owing hereunder.  Each
voluntary repayment and mandatory prepayment on account of principal of the
Loans shall be applied in accordance with Section 2.7.  All payments
(including prepayments) to be made by the Borrowers on account of principal,
interest and fees shall be made without defense, set-off or counterclaim (except
as provided in Section 2.17(b)) and shall be made to the Administrative Agent
for the account of the Lenders at the Administrative Agent’s office specified in
Section 10.2 in Same Day Funds and (A) in the case of Loans or other
amounts denominated in Dollars, shall be made in Dollars not later than 1:00
P.M. on the date when due and (B) in the case of Loans or other amounts
denominated in a Foreign Currency, shall be made in such Foreign Currency and in
Same Day Funds not later than the Applicable Time specified by the
Administrative Agent on the date when due.  The Administrative Agent
shall distribute such payments to the Lenders entitled thereto promptly upon
receipt in like funds as received.  If any payment hereunder (other
than payments on the LIBOR Rate Loans) becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day, and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.  If any
payment on a LIBOR Rate Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.

       

      (b)           Allocation
of Payments After Exercise of Remedies  Notwithstanding any
other provision of this Agreement to the contrary, (i) after the exercise of
remedies (other than the application of Default Interest) by the Administrative
Agent or the Lenders pursuant to Section 7.2 or (ii) after the Commitments
shall automatically terminate and the Loans (with accrued interest thereon) and
all other amounts under the Credit Documents (including, without limitation, the
maximum amount of all contingent liabilities under Letters of Credit) shall
automatically become due and payable in accordance with the terms of such
Section, then all amounts collected or received by the Administrative Agent or
any Lender on account of the Credit Party Obligations or any other amounts
outstanding and owing by a Credit Party or any Subsidiary under any of the
Credit Documents or in respect of the Collateral shall be paid over or delivered
as follows (irrespective of whether the following costs, expenses, fees,
interest, premiums, scheduled periodic payments or Credit Party Obligations are
allowed, permitted or recognized as a claim in any proceeding resulting from the
occurrence of a Bankruptcy Event):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      FIRST, to
the payment of all reasonable out-of-pocket costs and expenses (including,
without limitation, reasonable attorneys’ fees) of the Administrative Agent in
connection with enforcing the rights of the Lenders under the Credit Documents
and any protective advances made by the Administrative Agent with respect to the
Collateral under or pursuant to the terms of the Security
Documents;

       

      SECOND,
to the payment of any fees owed to the Administrative Agent and the Issuing
Lender;

       

      THIRD, to
the payment of all reasonable out-of-pocket costs and expenses (including,
without limitation, reasonable attorneys’ fees) of each of the Lenders in
connection with enforcing its rights under the Credit Documents or otherwise
with respect to the Credit Party Obligations owing to such Lender;

       

      FOURTH,
to the payment of all of the Credit Party Obligations consisting of accrued fees
and interest, and including, with respect to any Secured Hedging Agreement, any
fees, premiums and scheduled periodic payments due under such Secured Hedging
Agreement and any interest accrued thereon;

       

      FIFTH, to
the payment of the outstanding principal amount of the Credit Party Obligations
(including, without limitation, the payment or cash collateralization of the
outstanding L/C Obligations, and including with respect to any Secured Hedging
Agreement, any breakage, termination or other payments due under such Secured
Hedging Agreement and any interest accrued thereon);

       

      SIXTH, to
all other Credit Party Obligations and other obligations which shall have become
due and payable under the Credit Documents or otherwise and not repaid pursuant
to clauses “FIRST” through “FIFTH” above; and

       

      SEVENTH,
to the payment of the surplus, if any, to whoever may be lawfully entitled to
receive such surplus.

       

      In
carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category, (b) each of the Lenders and/or Hedging Agreement Providers
shall receive an amount equal to its pro rata share (based on the proportion
that the then outstanding Loans and L/C Obligations held by such Lender or the
outstanding obligations payable to such Hedging Agreement Provider bears to the
aggregate then outstanding Loans, L/C Obligations and obligations payable under
all Secured Hedging Agreements) of amounts available to be applied pursuant to
clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above and (c) to the extent
that any amounts available for distribution pursuant to clause “FIFTH” above are
attributable to the issued but undrawn amount of outstanding Letters of Credit,
such amounts shall be held by the Administrative Agent in

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      a cash
collateral account and applied (i) first, to reimburse the Issuing Lender
from time to time for any drawings under such Letters of Credit and
(ii) then, following the expiration of all Letters of Credit, to all other
obligations of the types described in clauses “FIFTH” and “SIXTH” above in the
manner provided in this Section.  Notwithstanding the foregoing terms
of this Section, (A) only Collateral proceeds and payments under the Guaranty
(as opposed to ordinary course principal, interest and fee payments hereunder)
shall be applied to obligations under any Secured Hedging Agreement and (B) no
Foreign Credit Party shall be required to repay or prepay, or to guarantee, nor
shall any amount paid by any Foreign Guarantor be applied to, the Credit Party
Obligations of any Domestic Credit Party.

       

      2.12                      Non-Receipt
of Funds by the Administrative Agent.

       

      (a)           Funding
by Lenders; Presumption by Administrative Agent.  Unless the
Administrative Agent shall have received written notice from a Lender prior to
the proposed date of any Extension of Credit that such Lender will not make
available to the Administrative Agent such Lender’s share of such Extension of
Credit, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with this Agreement and may, in reliance
upon such assumption, make available to the Borrowers a corresponding
amount.  In such event, if a Lender has not in fact made its share of
the applicable Extension of Credit available to the Administrative Agent, then
the applicable Lender and each of the Borrowers severally agrees to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of a payment to be made by such Lender, the
Overnight Rate and (ii) in the case of a payment to be made by such
Borrower, the interest rate applicable to Alternate Base Rate
Loans.  If any Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to such Borrower the amount of such interest paid by
such Borrower for such period.  If such Lender pays its share of the
applicable Extension of Credit to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Loan included in such Extension of
Credit.  Any payment by any Borrower shall be without prejudice to any
claim any Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.

       

      (b)           Payments
by Borrowers; Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Company prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders or the Issuing Lender hereunder that the Borrowers will not make
such payment, the Administrative Agent may assume that the Borrowers have made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Lender, as the case may be,
the amount due.  In such event, if such Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Lender, as the case may
be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the Issuing Lender, with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the Overnight
Rate.  Each Lender or Issuing Lender making the payment to the
Administrative

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
Agent
described in the preceding sentence shall be entitled to all interest accrued on
the amounts owed by the Borrowers related thereto at the applicable interest
rate set forth in this Agreement.

      

       

      A notice
of the Administrative Agent to any Lender or the Company with respect to any
amount owing under subsections (a) and (b) of this Section shall be conclusive,
absent manifest error.

       

      (c)           Failure
to Satisfy Conditions Precedent.  If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender as
provided in the foregoing provisions of this Section 2, and such funds are not
made available to such Borrower by the Administrative Agent because the
conditions to the applicable Extension of Credit set forth in Section 4 are not
satisfied or waived in accordance with the terms thereof, the Administrative
Agent shall promptly return such funds by the next Business Day (in like funds
as received from such Lender) to such Lender, without interest.

       

      (d)           Obligations
of Lenders Several.  The obligations of the Lenders hereunder
to make Revolving Loans, to fund participations in Letters of Credit and
Swingline Loans and to make payments pursuant to Section 10.5(c) are several and
not joint.  The failure of any Lender to make any Loan, to fund any
such participation or to make any such payment under Section 10.5(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation
or to make its payment under Section 10.5(c).

       

      (e)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

       

      2.13                      Inability
to Determine Interest Rate.

       

      Notwithstanding
any other provision of this Agreement, if (a) the Administrative Agent
shall reasonably determine (which determination shall be conclusive and binding
absent manifest error) that, by reason of circumstances affecting the relevant
market, reasonable and adequate means do not exist for ascertaining the LIBOR
Rate for such Interest Period, or (b) the Required Lenders shall reasonably
determine (which determination shall be conclusive and binding absent manifest
error) that the LIBOR Rate does not adequately and fairly reflect the cost to
such Lenders of funding LIBOR Rate Loans that the Borrowers have requested be
outstanding as a LIBOR Tranche during such Interest Period, the Administrative
Agent shall forthwith give telephone notice of such determination, confirmed in
writing, to the Company, and the Lenders at least two (2) Business Days prior to
the first day of such Interest Period.  Unless the Company shall have
notified the Administrative Agent upon receipt of such telephone notice that it
wishes to rescind or modify its request regarding such LIBOR Rate Loans, any
Loans that were requested to be made as LIBOR Rate Loans shall be made as
Alternate Base Rate Loans and any Loans that were requested to be converted into
or continued as LIBOR Rate Loans shall remain as or be converted into Alternate
Base Rate Loans.  Until any such notice has been withdrawn by
the

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
Administrative
Agent, no further Loans shall be made as, continued as, or converted into, LIBOR
Rate Loans for the Interest Periods so affected.

      

       

       

      2.14                      Illegality.

       

      (a)           Notwithstanding
any other provision of this Agreement, if (i) the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof by the
relevant Governmental Authority to any Lender shall make it unlawful for such
Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as
contemplated by this Agreement or to obtain in the interbank eurodollar market
through its LIBOR Lending Office the funds with which to make such Loans, or
(ii) there shall have occurred any change in national or international
financial, political or economic conditions (including the imposition of or any
change in exchange controls) or currency exchange rates which would make it
unlawful or impossible for any Lender to make Loans denominated in any Foreign
Currency to any Borrower, as contemplated by this Agreement, then such Lender
shall be an “Affected
Lender” and by written notice to the Company and to the Administrative
Agent:

       

      (A)                      such
Lender may declare that LIBOR Rate Loans (in the affected currency or
currencies) will not thereafter (for the duration of such unlawfulness or
impossibility) be made by such Lender hereunder, whereupon any request for a
LIBOR Rate Loan (in the affected currency or currencies) shall, as to such
Lender only (I) if such Loan is not an Loan denominated in a Foreign
Currency, be deemed a request for an Alternate Base Rate Loan (unless it should
also be illegal for the Affected Lender to provide an Alternate Base Rate Loan,
in which case such Loan shall bear interest at a commensurate rate to be agreed
upon by the Administrative Agent and the Affected Lender, and so long as no
Event of Default shall have occurred and be continuing, the Company), unless
such declaration shall be subsequently withdrawn and (II) if such Loan is an
Loan denominated in a Foreign Currency, be deemed to have been withdrawn;
and

       

      (B)                      such
Lender may require that all outstanding LIBOR Rate Loans or Loans denominated in
a Foreign Currency (in the affected currency or currencies), as the case may be,
made by it be (I) if such Loans are not Loans denominated in a Foreign
Currency Loan, converted to Alternate Base Rate Loans, in which event all such
LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans
as of the effective date of such notice as provided in paragraph (b) below
or (II) if such Loans are Loans denominated in a Foreign Currency, repaid
immediately, in which event all such Loans denominated in a Foreign Currency (in
the affected currency or currencies) shall be required to be repaid in full by
the applicable Borrower as of the effective date of such notice as provided in
paragraph (b) below.

       

      In the
event any Lender shall exercise its rights under (A) or (B) above with
respect to any Loans which are not Loans denominated in a Foreign Currency, all
payments and prepayments of principal which would otherwise have been applied to
repay the LIBOR Rate Loans that would have been made by such Lender or the
converted LIBOR Rate Loans of such Lender shall instead be applied to repay the
Alternate Base Rate Loans made by such Lender in lieu of, or resulting from the
conversion, of such LIBOR Rate Loans.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)           For
purposes of this Section, a notice to the Company by any Lender shall be
effective as to each such Loan, if lawful, on the last day of the Interest
Period currently applicable to such Loan; in all other cases such notice shall
be effective on the date of receipt by the Company.

       

      2.15                      Requirements
of Law.

       

      (a)           If
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the date hereof:

       

      (i)           shall
subject such Lender to any tax of any kind whatsoever with respect to any LIBOR
Rate Loan made by it, or change the basis of taxation of payments to such Lender
in respect thereof (except for changes in the rate of tax on the overall net
income of such Lender);

       

      (ii)                      shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender which is not otherwise
included in the determination of the LIBOR Rate hereunder;

       

      (iii)                      shall
impose on such Lender any other condition; or

       

      (iv)                      shall
result in the failure of the Mandatory Cost Rate to represent the cost to any
Lender of complying with the requirements of the Bank of England and/or the
Financial Services Authority or the European Central Bank in relation to its
making, funding or maintaining LIBOR Rate Loans;

       

      and the
result of any of the foregoing is to increase the cost to such Lender of making
or maintaining LIBOR Rate Loans or to reduce any amount receivable hereunder or
under any Note, then, in any such case, the Borrowers shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such additional cost or reduced amount receivable which such Lender
reasonably deems to be material as determined by such Lender with respect to its
LIBOR Rate Loans.  A certificate as to any additional amounts payable
pursuant to this Section submitted by such Lender, through the Administrative
Agent, to the Company shall be conclusive in the absence of manifest
error.  Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its LIBOR Lending Office, as the case may be) to
avoid or to minimize any amounts which might otherwise be payable pursuant to
this paragraph of this Section; provided,
however,
that such efforts shall not cause the imposition on such Lender of any
additional costs or legal or regulatory burdens deemed by such Lender in its
sole discretion to be material.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)           If
any Lender shall have reasonably determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) from any central bank or Governmental Authority
made subsequent to the date hereof does or shall have the effect of reducing the
rate of return on such Lender’s or such corporation’s capital as a consequence
of its obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change or compliance
(taking into consideration such Lender’s or such corporation’s policies with
respect to capital adequacy) by an amount reasonably deemed by such Lender in
its sole discretion to be material, then from time to time, within fifteen (15)
days after demand by such Lender, the Borrowers shall pay to such Lender such
additional amount as shall be certified by such Lender as being required to
compensate it for such reduction.  Such a certificate as to any
additional amounts payable under this Section submitted by a Lender (which
certificate shall include a description of the basis for the computation),
through the Administrative Agent, to the Company shall be conclusive absent
manifest error.

       

      (c)           The
agreements in this Section shall survive the termination of this Agreement and
payment of the Notes and all other amounts payable hereunder.

       

      2.16                      Indemnity.

       

      The
Credit Parties hereby agree to indemnify each Lender and to hold such Lender
harmless from any funding loss or expense which such Lender may sustain or incur
as a consequence of (a) the failure by any Borrower to pay the principal
amount of or interest on any Loan by such Lender in accordance with the terms
hereof, (b) the failure by any Borrower to accept a borrowing after such
Borrower has given a notice in accordance with the terms hereof,
(c) default by any Borrower in making any prepayment after such Borrower
has given a notice in accordance with the terms hereof, and/or (d) the
making by any Borrower of a prepayment of a Loan, or the conversion thereof, on
a day which is not the last day of the Interest Period with respect thereto, in
each case including, but not limited to, any such loss or expense arising from
interest or fees payable by such Lender to lenders of funds obtained by it in
order to maintain its Loans hereunder.  A certificate setting forth in
reasonable detail as to any additional amounts payable pursuant to this Section
submitted by any Lender, through the Administrative Agent, to the Company (which
certificate must be delivered to the Administrative Agent within thirty days
following such default, prepayment or conversion) shall be conclusive in the
absence of manifest error.  The agreements in this Section shall
survive termination of this Agreement and payment of the Credit Party
Obligations.

       

      2.17                      Taxes.

       

      (a)           All
payments made by any Borrower hereunder or under any Note will be, except as
provided in Section 2.17(b), made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
Governmental Authority or by any political subdivision or taxing authority
thereof or therein with respect to such payments (but excluding any tax imposed
on or measured by the net income or profits of a Lender pursuant to the laws of
the jurisdiction in which it is organized or the jurisdiction in which the
principal office or applicable lending office of such Lender is located or any
subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect thereto (all such non-excluded taxes, levies, imposts,
duties, 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
fees,
assessments or other charges being referred to collectively as “Taxes”).  If
any Taxes are so levied or imposed, the Borrowers agree to pay the full amount
of such Taxes, and such additional amounts as may be necessary so that every
payment of all amounts due under this Agreement or under any Note, after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein or in such Note.  The Company will
furnish to the Administrative Agent as soon as practicable after the date the
payment of any Taxes is due pursuant to applicable law certified copies (to the
extent reasonably available and required by law) of tax receipts evidencing such
payment by the applicable Borrower.  The Borrowers agree to indemnify
and hold harmless each Lender, and reimburse such Lender upon its written
request, for the amount of any Taxes so levied or imposed and paid by such
Lender.

      

       

      (b)           Each
Lender that is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) agrees to deliver to the Company and the
Administrative Agent on or prior to the Closing Date, or in the case of a Lender
that is an assignee or transferee of an interest under this Agreement pursuant
to Section 10.6 (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) if the Lender is a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, two accurate and complete
original signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or
successor forms) certifying such Lender’s entitlement to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue
Service Form W-8BEN or W-8ECI as set forth in clause (i) above, or (x) a
certificate substantially in the form of Schedule
2.17 (any such certificate, a “2.17
Certificate”) and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8 (or successor form) certifying such Lender’s
entitlement to an exemption from United States withholding tax with respect to
payments of interest to be made under this Agreement and under any
Note.  In addition, each Lender agrees that it will deliver upon the
Company’s request updated versions of the foregoing, as applicable, whenever the
previous certification has become obsolete or inaccurate in any material
respect, together with such other forms as may be required in order to confirm
or establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Agreement and any Note.  Notwithstanding anything to the contrary
contained in Section 2.17(a), but subject to the immediately succeeding
sentence, (x) the Borrowers shall be entitled, to the extent required to do so
by law, to deduct or withhold Taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Company U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (y) the
Borrowers shall not be obligated pursuant to Section 2.17(a) hereof to gross-up
payments to be made to a Lender in respect 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
of Taxes
imposed by the United States if (I) such Lender has not provided to the Company
the Internal Revenue Service Forms required to be provided to the Company
pursuant to this Section or (II) in the case of a payment, other than
interest, to a Lender described in clause (ii) above, to the extent that
such Forms do not establish a complete exemption from withholding of such
Taxes.  Notwithstanding anything to the contrary contained in the
preceding sentence or elsewhere in this Section, the Borrowers agree to pay
additional amounts and to indemnify each Lender in the manner set forth in
Section 2.17(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any amounts deducted or withheld by
it as described in the immediately preceding sentence as a result of any changes
after the Closing Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of Taxes.

      

       

      Without
limiting the obligations of the Lenders set forth above regarding delivery of
certain forms and documents to establish each Lender’s status for U.S.
withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Company, as the Administrative Agent or the Company
shall reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such other documents and forms required by any relevant
taxing authorities under the Requirements of Law of any other jurisdiction, duly
executed and completed by such Lender, as are required under such Requirements
of Law and which such Lender is able to lawfully complete and deliver, to
confirm such Lender’s entitlement to any available exemption from, or reduction
of, applicable withholding taxes in respect of all payments to be made to such
Lender outside of the U.S. by the Borrowers pursuant to this Agreement or
otherwise to establish such Lender’s status for withholding tax purposes in such
other jurisdiction.  Each Lender shall promptly (i) notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any such  claimed exemption or reduction, and (ii) take
such steps as shall not be materially disadvantageous to it, in the sole
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its LIBOR Lending Office) to avoid any requirement of
applicable Requirements of Law of any such jurisdiction that any Borrower make
any deduction or withholding for taxes from amounts payable to such
Lender.  Additionally, each of the Borrowers shall promptly deliver to
the Administrative Agent or any Lender, as the Administrative Agent or such
Lender shall reasonably request, on or prior to the Closing Date, and in a
timely fashion thereafter, such documents and forms required by any relevant
taxing authorities under the Requirements of Law of any jurisdiction, duly
executed and completed by such Borrower, as are required to be furnished by such
Lender or the Administrative Agent under such Requirements of Law in connection
with any payment by the Administrative Agent or any Lender of Taxes or other
Taxes, or otherwise in connection with the Credit Documents, with respect to
such jurisdiction.

       

      (c)           Each
Lender agrees to use reasonable efforts (including reasonable efforts to change
its LIBOR Lending Office, as the case may be) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this Section; provided,
however,
that such efforts shall not cause the imposition on such Lender of any
additional costs or legal or regulatory burdens deemed by such Lender in its
sole discretion to be material.  For the avoidance of doubt, each
Lender lending to the Japanese Borrower shall use commercially reasonable
efforts to lend such funds through a lending office located in Japan, the United
States or such other jurisdiction which would minimize any amounts which might
otherwise be payable pursuant to this Section.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)           If
any Borrower pays any additional amount pursuant to this Section with respect to
a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or
credit against its tax liabilities on account of such payment; provided
that such Lender shall have no obligation to use such reasonable efforts if
either (i) it is in an excess foreign tax credit position or (ii) it
believes in good faith, in its sole discretion, that claiming a refund or credit
would cause adverse tax consequences to it.  In the event that such
Lender receives such a refund or credit, such Lender shall pay to the applicable
Borrower an amount that such Lender reasonably determines is equal to the net
tax benefit obtained by such Lender as a result of such payment by the
applicable Borrower.  In the event that no refund or credit is
obtained with respect to the applicable Borrower’s payments to such Lender
pursuant to this Section, then such Lender shall upon request provide a
certification that such Lender has not received a refund or credit for such
payments.  Nothing contained in this Section shall require a Lender to
disclose or detail the basis of its calculation of the amount of any tax benefit
or any other amount or the basis of its determination referred to in the proviso
to the first sentence of this Section 2.17 to any Borrower or any other
party.

       

      (e)           The
agreements in this Section shall survive the termination of this Agreement and
the payment of the Notes and all other amounts payable hereunder.

       

      2.18                      Indemnification;
Nature of Issuing Lender’s Duties.

       

      (a)           In
addition to its other obligations under Section 2.3, the Credit Parties
hereby agree to protect, indemnify, pay and save the Issuing Lender and each
Lender harmless from and against any and all claims, demands, liabilities,
damages, losses, costs, charges and expenses (including reasonable attorneys’
fees) that the Issuing Lender or such Lender may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of
Credit, except to the extent resulting from the gross negligence, bad faith or
willful misconduct of the Issuing Lender or (ii) the failure of the Issuing
Lender to honor a drawing under a Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or future de jure or de
facto government or Governmental Authority (all such acts or omissions, herein
called “Government
Acts”).

       

      (b)           As
between the Credit Parties, the Issuing Lender and each Lender, the Credit
Parties shall assume all risks of the acts, omissions or misuse of any Letter of
Credit by the beneficiary thereof.  Neither the Issuing Lender nor any
Lender shall be responsible:  (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of any Letter of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, that may prove to be invalid or
ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply fully with conditions required in order to draw upon
a Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) for errors in
interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under a Letter of Credit or of the proceeds thereof; and (vii) for any
consequences arising from causes beyond the control of the Issuing Lender or any
Lender, including, without limitation, any Government Acts.  None of
the above shall affect, impair, or prevent the vesting of the Issuing Lender’s
rights or powers hereunder.

       

      (c)           In
furtherance and extension and not in limitation of the specific provisions
hereinabove set forth, any action taken or omitted by the Issuing Lender or any
Lender, under or in connection with any Letter of Credit or the related
certificates, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not put the Issuing Lender or such Lender under any resulting
liability to the Credit Parties.  It is the intention of the parties
that this Agreement shall be construed and applied to protect and indemnify the
Issuing Lender and each Lender against any and all risks involved in the
issuance of the Letters of Credit, all of which risks are hereby assumed by the
Credit Parties, including, without limitation, any and all risks of the acts or
omissions, whether rightful or wrongful, of any Government
Authority.  The Issuing Lender and the Lenders shall not, in any way,
be liable for any failure by the Issuing Lender or anyone else to pay any
drawing under any Letter of Credit as a result of any Government Acts or any
other cause beyond the control of the Issuing Lender and the
Lenders.

       

      (d)           Nothing
in this Section is intended to limit the Reimbursement Obligation of the
Borrowers contained in Section 2.3(d) hereof.  The obligations of
the Credit Parties under this Section shall survive the termination of this
Agreement.  No act or omissions of any current or prior beneficiary of
a Letter of Credit shall in any way affect or impair the rights of the Issuing
Lender and the Lenders to enforce any right, power or benefit under this
Agreement.

       

      (e)           Notwithstanding
anything to the contrary contained in this Section, the Credit Parties shall
have no obligation to indemnify the Issuing Lender or any Lender in respect of
any liability incurred by the Issuing Lender or such Lender arising out of the
gross negligence, bad faith or willful misconduct of the Issuing Lender
(including action not taken by the Issuing Lender or such Lender), as determined
by a court of competent jurisdiction or pursuant to arbitration.

       

      2.19                      Replacement
of Lenders.

       

      The
Company shall be permitted to replace with a financial institution acceptable to
the Administrative Agent any Lender (other than Wachovia Bank, National
Association) that (a) requests reimbursement for amounts owing pursuant to
2.14, 2.16 or 2.17(a) or (b) is then in default of its obligation to make
Loans hereunder; provided
that (i) such replacement does not conflict with any Requirement of Law,
(ii) no Event of Default shall have occurred and be continuing at the time
of such replacement, (iii) prior to any such replacement, such Lender shall
have taken no action under Section 2.14, 2.16 or 2.17(a), as applicable, so as
to eliminate the continued need for payment of amounts owing pursuant to Section
2.14, 2.16 or 2.17(a), (iv) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on
or prior to the date of replacement, (v) the Company shall be liable to
such replaced Lender under Section 2.16 if any LIBOR Loan owing to such replaced
Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (vi) the replacement financial institution, if not
already a Lender, shall be reasonably satisfactory to the Administrative Agent,
(vii) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 10.6 (provided that the Company shall
be obligated to pay the registration and processing fee referred to therein),
(viii) until 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
such time
as such replacement shall be consummated, the Company shall pay all additional
amounts (if any) required pursuant to Section 2.14, 2.16 or 2.17(a), as the case
may be, and (ix) any such replacement shall not be deemed to be a waiver of
any rights that the Company, the Administrative Agent or any other Lender shall
have against the replaced Lender.  In the event any replaced Lender
fails to execute the agreements required under Section 10.6 in connection with
an assignment pursuant to this Section, the Company may, upon two (2) Business
Days’ prior notice to such replaced Lender, execute such agreements on behalf of
such replaced Lender.  A Lender shall not be required to be replaced
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such replacement cease to
apply.

      

       

      2.20                      Additional
Foreign Borrowers.

       

      The
Company may request that any of its Foreign Guarantors (each, an “Applicant
Foreign Borrower”) be designated a Foreign Borrower by delivery of a
written request to the Administrative Agent, together with an executed copy of a
Foreign Borrower Joinder Agreement.  The Administrative Agent will
promptly notify the Lenders of any such request and will provide the Lenders
with a copy of such Foreign Borrower Joinder Agreement.  Designation
of any Applicant Foreign Borrower as a Foreign Borrower is subject to (a)
delivery of each executed promissory note as may be requested by any Lender in
connection therewith, (b) delivery of supporting resolutions, articles of
incorporation and bylaws (or their equivalents), incumbency certificates,
opinions of counsel and such other items as the Administrative Agent or the
Required Lenders, as applicable, may request and (c) to the extent such
Applicant Foreign Borrower is a German Guarantor, the Required Lenders shall
have approved such designation.  The designation of an Applicant
Foreign Borrower as a Foreign Borrower shall be effective ten Business Days
after the receipt by the Administrative Agent of each of the items required
pursuant to clauses (a) through (c) herein.  Such Applicant Foreign
Borrower shall thereupon become a Foreign Borrower and shall be
(1) entitled to all rights and benefits of a Foreign Borrower hereunder and
under each of the Credit Documents and (2) subject to all obligations of a
Foreign Borrower hereunder and under the Credit Documents.

       

      2.21                      Parallel
Debt.

       

      Subject
to Section 10.24(b):

       

      (a)           Each
Domestic Credit Party and each Foreign Credit Party must pay the Administrative
Agent, as an independent and separate creditor, an amount equal to the Domestic
Obligations or the Foreign Obligations, respectively, on its due date (each an
“Administrative
Agent Claim”).

       

      (b)           Each
Administrative Agent Claim is created on the understanding that the
Administrative Agent must:

       

      (i)           share
the proceeds of each Administrative Agent Claim with the other Secured Parties;
and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (ii)                      pay
those proceeds to the Secured Parties in accordance with Section
2.11.

       

      (c)           To
the extent possible under any applicable law, the Administrative Agent may
enforce performance of any Administrative Agent Claim in its own name as an
independent and separate right.  This includes any suit, execution,
enforcement of security, recovery of guarantees and applications for and voting
in respect of any kind of insolvency proceeding.

       

      (d)           Each
Secured Party must, at the request of the Administrative Agent, perform any act
reasonably required in connection with the enforcement of any Administrative
Agent Claim.  This includes joining in any proceedings as co-claimant
with the Administrative Agent.

       

      (e)           If
the Administrative Agent fails to enforce an Administrative Agent Claim within a
reasonable time after its due date, a Secured Party may take any action to
enforce the corresponding Secured Party Claim.

       

      (f)           Each
Credit Party irrevocably and unconditionally waives any right it may have to
require a Secured Party to join in any proceedings as co-claimant with the
Administrative Agent in respect of any Administrative Agent Claim.

       

      (g)           Discharge
by a Credit Party of a Secured Party Claim will discharge the corresponding
Administrative Agent Claim in the same amount.

       

      (h)           Discharge
by a Credit Party of a Administrative Agent Claim will discharge the
corresponding Secured Party Claim in the same amount.

       

      (i)           The
aggregate amount of the Administrative Agent Claims will never exceed the
aggregate amount of Secured Party Claims.

       

      (j)           (i)           A
defect affecting an Administrative Agent Claim against a Credit Party will not
affect any Secured Party Claim.

       

      (ii)                      A
defect affecting a Secured Party Claim against a Credit Party will not affect
any Administrative Agent Claim.

       

      (k)           If
the Administrative Agent returns to any Credit Party, whether in any kind of
insolvency proceedings or otherwise, any recovery in respect of which it has
made a payment to a Secured Party, that Secured Party must repay an amount equal
to that recovery to the Administrative Agent.

       

      2.22                      Administrative
Agent as Joint and Several Creditor.

       

      For all
Credit Documents governed by the laws of Spain or Germany:

       

      (a)           Each
party hereto agrees that the Administrative Agent:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (i)           will
be the joint and several creditor (acreedor
solidario, or as the case may be, Gesamtglaeubiger) (together with the
relevant Secured Party) of the Credit Party Obligations; and

       

      (ii)                      will
have its own independent right to demand performance of the Credit Party
Obligations.

       

      (b)           Without
limiting or effecting the Administrative Agent’s right against each Credit Party
(whether under this paragraph or under any other provision of any Credit
document), the Administrative Agent agrees with each other Secured Party (on a
several and divided basis) that, subject to paragraph (c) below, it will not
exercise its rights as a joint and several creditor with a Secured Party except
with the consent of the relevant Secured Party.

       

      (c)           Nothing
in Section 2.22(b) shall in any way limit the Administrative Agent’s right to
protect or preserve the rights under or to enforce any Security Document as
contemplated by this Agreement and/or the relevant Credit Documents (or to do
any act reasonably incidental to any of the above).

       

      (d)           (i)           Discharge
by a Credit Party of a Secured Party Claim will discharge the corresponding
Administrative Agent Claim in the same amount.

       

      (ii)                      Discharge
by a Credit Party of an Administrative Agent Claim will discharge the
corresponding Secured Party Claim in the same amount.

       

      (e)           The
aggregate amount of the Administrative Agent Claim will never exceed the
aggregate amount of the Secured Party Claims.

       

      In
relation to any pledge of Equity Interests of any Person organized under the
laws of Spain (such pledge, a “Spanish
Pledge”), the Lenders expressly authorize the Administrative Agent,
acting as joint and several creditor, to claim and enforce such Spanish Pledge
in their name and on their behalf.  Moreover, each Lender undertakes
before the Administrative Agent to take all necessary actions and steps to allow
the successful enforcement of any such Spanish Pledge by the Administrative
Agent in its name and on its behalf.

       

      2.23                      Lender
Agreement.

       

      Each
Lender severally agrees, and by making any advance hereunder shall be deemed
severally to represent, that:  (a) none of the funds made available by
such Lender with respect to any Revolving Loan constitute “plan assets” within
the meaning of 29 C.F.R. Section 2510.3-101 and (b) under Applicable Law in
effect as of the Closing Date, it has the full power and authority to make Loans
and other Extensions of Credit into the jurisdictions and in the currencies made
available for such Revolving Loans.  If the representation set forth
in clause (b) above at any time proves to be false as of the Closing Date for
any Lender, then such Lender will, at no expense to the Credit Parties and prior
to such Lender becoming a Defaulting Lender hereunder, (i) promptly give notice
thereof to the Administrative Agent and the Company, and (ii) either obtain a
replacement 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
commitment
from an Eligible Assignee pursuant to Section 10.6 that is authorized to lend in
all such jurisdictions and Optional Currencies or arrange for another Lender or
other financial institution to make or continue Loans on behalf of such Lender,
in each case reasonably acceptable to the Company and the Administrative
Agent.  The remedy set forth in Section 2.19 shall be the Credit
Parties’ sole and exclusive remedy for any Lender’s breach of the representation
set forth in clause (b) above.

      

       

      2.24                      Obligations
of Borrowers.

       

      Notwithstanding
anything in this Agreement or in the other Credit Documents to the contrary
(including, without limitation, Section 2.7, Section 2.11 and
Section 9), the parties hereto acknowledge and agree that (a) each of
the Foreign Borrowers, in its capacity as a Borrower hereunder, is not jointly
and severally liable for the Credit Party Obligations of the Company; provided
that it is acknowledged and agreed that the Company has guaranteed the Credit
Party Obligations of the Foreign Borrowers pursuant to Section 9 and that
the Foreign Borrowers have not guaranteed the Credit Party Obligations of the
Company and (b) no Foreign Borrower or Foreign Guarantor shall be required
to repay or prepay, or to guarantee, nor shall any amount paid by any Foreign
Borrower or any Foreign Guarantor be applied to, any Credit Party Obligations of
the Company.  Notwithstanding the provisions of clause (b) above,
Section 2.11(b) or Section 10.24, all payments made under, with respect to or as
collections of the intercompany loans and notes pledged to the Administrative
Agent pursuant to Section 5.12(a)(ii) may be applied to the Credit Party
Obligations of the Company.

       

       

      SECTION
3

      REPRESENTATIONS
AND WARRANTIES

       

      To induce
the Lenders to enter into this Agreement and to make Loans herein provided for,
the Credit Parties hereby represent and warrant to the Administrative Agent and
to each Lender that:

       

      3.1                      Existing
Indebtedness.

       

      Schedule
3.1 sets forth a complete and correct list of all (a) Indebtedness (other
than Capital Leases and intercompany Indebtedness) of the Company and its
Subsidiaries as of the Closing Date and (b) Capital Leases and intercompany
Indebtedness of the Company and its Subsidiaries as of March 29,
2009.

       

      3.2                      Financial
Statements.

       

      The
Company has delivered to the Administrative Agent copies of the financial
statements of the Company and its Subsidiaries referenced in Section
4.1(h).  All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the
respective dates specified in such financial statements and the consolidated
results of their operations and cash flows for the respective periods so
specified and have been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.3                      No
Material Adverse Change.

       

      (a)           As
of the Closing Date, since December 28, 2008, there has been no development or
event which has had or would reasonably be expected to have a Material Adverse
Effect.

       

      (b)           Since
the date of the Company’s most recent annual report on Form 10-K filed after the
Closing Date with the Securities and Exchange Commission, there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

       

      3.4                      Organization;
Existence; Compliance with Law.

       

      Each of
the Credit Parties (a) is duly organized, validly existing and in good
standing (where applicable) under the laws of the jurisdiction of its
incorporation, organization or formation, (b) has the requisite power and
authority and the legal right to own and operate all its material property, to
lease the material property it operates as lessee and to conduct the business in
which it is currently engaged and has taken all actions necessary to maintain
all rights, privileges, licenses and franchises necessary or required in the
normal conduct of its business, (c) is duly qualified to conduct business
and in good standing (where applicable) under the laws of (i) the
jurisdiction of its organization or formation, (ii) the jurisdiction where
its chief executive office is located and (iii) each other jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification except to the extent that the failure to so
qualify or be in good standing in any such other jurisdiction could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect and (d) is in compliance with all Requirements of Law,
organizational documents, government permits and government licenses except to
the extent such non-compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Set forth
on Schedule 3.4
as of the Closing Date, and as of the last date such Schedule was required to be
updated in accordance with Section 5.2, is the exact legal name of each
Credit Party, the state or other jurisdiction of incorporation or organization,
the chief executive office, the principal place of business, the jurisdictions
in which the Credit Parties are qualified to do business, the federal tax
identification number and organization identification number of each of the
Credit Parties as of the Closing Date (and for the four (4) months prior to
the Closing Date).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.5                      Authorization;
Power; Enforceable Obligations.

       

      This
Credit Agreement and the other Credit Documents have been duly authorized by all
necessary corporate action on the part of the Company and the other Credit
Parties, and this Agreement constitutes, and upon execution and delivery thereof
each Note will constitute, a legal, valid and binding obligation of the Company
and the other Credit Parties enforceable against the Company and any such Credit
Party in accordance with its terms, except as such enforceability may be limited
by (a) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors’ rights generally and
(b) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).

       

      3.6                      Consent;
Government Authorizations.

       

      Except as
set forth on Schedule
3.6, no approval, consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with acceptance of extensions of credit by the Company or
the making of the guaranties hereunder or with the execution, delivery or
performance of any Credit Documents by the other Credit Parties (other than
those which have been obtained) or with the validity or enforceability of any
Credit Document against the Credit Parties.

       

      3.7                      No
Material Litigation.

       

      (a)           There
are no actions, suits or proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or any Subsidiary or any
property of the Company or any Subsidiary in any court or before any arbitrator
of any kind or before or by any Governmental Authority that, individually or in
the aggregate, would reasonably be expected to have a Material Adverse
Effect.

       

      (b)           Neither
the Company nor any Subsidiary is in default under any order, judgment, decree
or ruling of any court, arbitrator or Governmental Authority or is in violation
of any applicable law, ordinance, rule or regulation (including, without
limitation, Environmental Laws) of any Governmental Authority, which default or
violation, individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect.

       

      3.8                      No
Default.

       

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

       

      3.9                      Taxes.

       

      The
Company and its Subsidiaries have filed all tax returns (federal, state, local
and foreign) that are required to have been filed in any jurisdiction, and have
paid all income taxes shown to be due and payable (including interest and
penalties) on such returns and all other taxes and assessments payable by them,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (a) the
amount of which is not individually or in the aggregate Material or (b) the
amount, applicability or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP (or, in the case of Subsidiaries with significant operations outside
of the United States of America, generally accepted accounting principles in
effect from time to time in their respective jurisdictions of
incorporation).  None of the Credit Parties or their respective
Subsidiaries are aware, as of the Closing Date, of any proposed tax assessments
against it or any of its Subsidiaries which would reasonably be expected to have
a Material Adverse Effect.  Each of the Company and its Subsidiaries
has paid all Federal income taxes due

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
and
payable by it for all fiscal years up to and including the fiscal year ended
December 30, 2007, except for such taxes (i) that are not yet delinquent or
(ii) that are being contested in good faith and by proper proceedings, and
against which adequate reserves are being maintained in accordance with
GAAP.

      

       

      3.10                      ERISA.

       

      (a)           Each
Credit Party and each ERISA Affiliate have operated and administered each Plan
in compliance with all applicable laws except for such instances of
noncompliance that have not resulted in and would not reasonably be expected to
result in a Material Adverse Effect.  Neither any Credit Party nor any
ERISA Affiliate has incurred any liability pursuant to Title IV of ERISA or the
penalty or excise tax provisions of the Code relating to Plans or for failure to
comply with the provisions of Title I of ERISA and no event, transaction or
condition has occurred or exists that would reasonably be expected to result in
the incurrence of any such liability by any Credit Party or any ERISA Affiliate,
or in the imposition of any Lien on any of the rights, properties or assets of
any Credit Party or any ERISA Affiliate, in either case pursuant to Title I
or IV of ERISA or to such penalty or to excise tax provisions including
Sections 401(a)(29) or 412, 430 or 431 of the Code, other than such
liabilities or Liens as would not be individually or in the aggregate
Material.

       

      (b)           The
present value of all “benefit liabilities” (as defined in
Section 4001(a)(16) of ERISA), whether or not vested, under all Single
Employer Plans, determined with respect to each Single Employer Plan as of the
most recent valuation date prior to the date on which this representation is
made on the basis of the actuarial assumptions specified for funding purposes in
the Single Employer Plan’s most recent actuarial valuation report, did not
exceed the fair market value of the assets of the Single Employer Plans by more
than $500,000 in the aggregate for all such Single Employer Plans.

       

      (c)           Neither
any Credit Party nor any ERISA Affiliate has incurred any withdrawal liabilities
under Section 4201 of ERISA or is subject to secondary withdrawal liabilities
under Section 4204 of ERISA with respect to any Multiemployer Plan that
individually or in the aggregate are Material.  Neither any Credit
Party nor any ERISA Affiliate has received any notification that any
Multiemployer Plan is in Reorganization, Insolvency, or has been terminated
(within the meaning of Title IV of ERISA), and no Multiemployer Plan is
reasonably expected to be in Reorganization, Insolvency, or
terminated.

       

      (d)           The
expected post-retirement benefit obligation (within the meaning of Financial
Accounting Standards Board Statement No. 106, without regard to liabilities
attributable to continuation coverage mandated by Section 4980B of the
Code) of each Credit Party and its ERISA Affiliates is not
Material.

       

      (e)           The
execution and delivery of this Agreement and the other Credit Documents
hereunder will not involve any transaction that is subject to the prohibitions
of Section 406 of ERISA or in connection with which a tax could be imposed
pursuant to Section 4975(c)(1)(A)-(D) of the Code.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.11                      Governmental
Regulations, Etc.

       

      (a)           No
part of the proceeds of the Loans hereunder will be used, directly or
indirectly, for the purpose of purchasing or carrying any “margin stock” within
the meaning of Regulation U, or for the purpose of purchasing or carrying or
trading in any securities.  If requested by any Lender or the
Administrative Agent, the Company will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.  No
Indebtedness being reduced or retired out of the proceeds of the Loans hereunder
was or will be incurred for the purpose of purchasing or carrying any margin
stock within the meaning of Regulation U or any “margin security” within the
meaning of Regulation T.  “Margin stock” within the meaning of
Regulation U does not constitute more than 25% of the value of the Consolidated
Assets of the Company and its Subsidiaries.  Neither the execution and
delivery hereof by the Company, nor the performance by it of any of the
transactions contemplated by this Agreement (including, without limitation, the
direct or indirect use of the proceeds of the Loans) will violate or result in a
violation of the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation
T, U or X.

       

      (b)           The
Company is not an “investment company” registered or required to be registered
under the Investment Company Act of 1940, as amended, and is not controlled by
such a company.

       

      3.12                      Subsidiaries.

       

      (a)           Set
forth on Schedule
3.12 is a complete and accurate list of all Subsidiaries, joint ventures
and partnerships of the Credit Parties as of the Closing Date and as of the last
date such Schedule was required to be updated in accordance with
Section 5.2.  Information on Schedule 3.12
includes the following:  (i) the number of shares of each class of
Equity Interests of each Subsidiary outstanding and (ii) the number and
percentage of outstanding shares of each class of Equity Interests owned by the
Credit Parties and their Subsidiaries. The outstanding Equity Interests of all
such Subsidiaries is validly issued, fully paid and non-assessable and is owned
free and clear of all Liens (other than those arising under or contemplated in
connection with the Credit Documents).  There are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees or directors and
directors’ qualifying shares) of any nature relating to any Equity Interests of
any Credit Party or any Subsidiary thereof, except as contemplated in connection
with the Credit Documents.

       

      (b)           Set
forth on Schedule
1.1-4 is a complete and accurate list of all Material Foreign
Subsidiaries as of the Closing Date and as of the last date such Schedule was
required to be updated in accordance with Section 5.2.

       

      3.13                      Use
of Proceeds.

       

      The
Extensions of Credit will be used solely (a) to refinance the Existing Facility
and certain other Indebtedness, (b) to pays fees and expenses associated
with this Agreement and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
(c) to
provide for the working capital and general corporate requirements of the
Company, including Permitted Acquisitions.

      

       

      3.14                      Contractual
Obligations; Compliance with Laws; No Conflicts.

       

      The
execution, delivery and performance by the Company and the other Credit Parties,
as applicable, of this Agreement and the other Credit Documents will not (a)
contravene, result in any breach of, or constitute a default under, or result in
the creation of any Lien in respect of any property of the Company or any
Subsidiary under, any Material indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws, or any other
Material agreement or instrument to which the Company or any Subsidiary is bound
or by which the Company or any Subsidiary or any of their respective properties
may be bound or affected, including, without limitation, any Material Contract,
(b) conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or
Governmental Authority applicable to the Company or any Subsidiary, (c) violate
any Requirement of Law applicable to the Company or any of its Subsidiaries
(except those as to which waivers or consents have been obtained) or (d)
conflict with, result in a breach of or constitute a default under (i) the
articles of incorporation, bylaws or other organizational documents of such
Person, (ii) any Material indenture, agreement or other instrument to which
such Person is a party or by which any of its properties may be bound or
(iii) any approval of any Governmental Authority relating to such
Person.

       

      3.15                      Accuracy
and Completeness of Information.

       

      All
factual information heretofore, contemporaneously or hereafter furnished by or
on behalf of the Company or any Credit Party in writing to the Administrative
Agent or any Lender for purposes of or in connection with this Agreement or any
other Credit Document, or any transaction contemplated hereby or thereby, is or
will be true and accurate in all material respects as of the date stated therein
and not incomplete by omitting to state any material fact necessary to make such
information not misleading.  There is no fact now known to the Company
or any Credit Party which has, or would reasonably be expected to have, a
Material Adverse Effect which fact has not been set forth herein, in the
financial statements of the Company furnished to the Administrative Agent and/or
the Lenders, or in any certificate, opinion or other written statement made or
furnished by the Company or any Credit Party to the Administrative Agent and/or
the Lenders.

       

      3.16                      Environmental
Matters.

       

      (a)           Except
where such violation or liability would not reasonably be expected to have a
Material Adverse Effect, the facilities and properties owned, leased or operated
by the any of the Credit Parties and their Subsidiaries (the “Properties”)
do not contain any Materials of Environmental Concern in amounts or
concentrations which (i) constitute a violation of, or (ii) have
resulted in liability under, any Environmental Law.

       

      (b)           Except
where such violation would not reasonably be expected to have a Material Adverse
Effect, the Properties and all operations of the Credit Parties and their
Subsidiaries at the Properties are in compliance, and have in the last five
years been in compliance, in all material respects with all applicable
Environmental Laws, and there is no contamination at or under the Properties or
violation of any Environmental Law with respect to the Properties or the
business operated by any of the Credit Parties (the “Business”).

       

      (c)           Neither
the Company nor any of its Subsidiaries has received any written notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the Business, nor does the Company nor any of
its Subsidiaries have knowledge of any such threatened notice.

       

      (d)           Except
where such violation or liability would not reasonably be expected to have a
Material Adverse Effect, Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location which has given rise to liability under any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated, stored
or disposed of at, on or under any of the Properties in violation of, or in a
manner that has given rise to liability under, any applicable Environmental
Law.

       

      (e)           No
judicial proceeding or governmental or administrative action is pending or, to
the knowledge of any Credit Party, threatened, under any Environmental Law to
which any of the Credit Parties is or will be named as a party with respect to
the Properties or the Business, nor are there any consent decrees or other
decrees, consent orders, administrative orders or other orders, or other
administrative or judicial directives outstanding under any Environmental Law
with respect to the Properties or the Business.

       

      (f)           Except
where such violation or liability would not reasonably be expected to have a
Material Adverse Effect, there has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of any of the Credit Parties in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner requiring remediation under Environmental
Laws.

       

      3.17                      Solvency.

       

      The fair
saleable value of the Credit Parties’ assets, measured on a going concern basis,
exceeds all probable liabilities, including those to be incurred pursuant to
this Agreement.  None of the Credit Parties (a) has unreasonably
small capital in relation to the business in which it is or proposes to be
engaged and (b) has incurred or believes that it will incur after giving
effect to the transactions contemplated by this Agreement, debts beyond its
ability to pay such debts as they become due.

       

      3.18                      No
Burdensome Restrictions.

       

      None of
the Company or any of its Subsidiaries is a party to any agreement or instrument
or subject to any other obligation or any charter or corporate restriction or
any provision of any 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      applicable
law, rule or regulation which, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.

      3.19                      Title
to Property; Leases.

       

      The
Company and its Subsidiaries have good and marketable title to their respective
Material properties, including all such properties reflected in the most recent
audited balance sheet referred to in Section 3.2 and Section 5.1 or
purported to have been acquired by the Company or any Subsidiary after said date
(except as sold or otherwise disposed of in the ordinary course of business), in
each case free and clear of Liens prohibited by this Agreement, except for those
defects in title and Liens that, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.  All
Material leases are valid and subsisting and are in full force and effect in all
material respects.

       

      3.20                      Insurance.

       

      The
present insurance coverage of the Company and its Subsidiaries is outlined as to
carrier, policy number, expiration date, type and amount on Schedule
3.20 and such insurance coverage complies with the requirements set forth
in Section 5.5.

       

      3.21                      Licenses
and Permits.

       

      The
Company and its Subsidiaries own, possess or are authorized to use all licenses,
permits, franchises, authorizations, patents, copyrights, service marks,
trademarks and trade names, or rights thereto, that are Material, without known
conflict with the rights of others, except for those conflicts that,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.

       

      3.22                      Anti-Terrorism
Laws.

       

      Neither
any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the
enemy” within the meaning of Section 2 of the Trading with the Enemy Act of
the United States of America (50 U.S.C. App. Sec.Sec. 1 et
seq.) (the “Trading
with the Enemy Act”), as amended.  Neither any Credit Party nor
any of its Subsidiaries is in violation of (a) the Trading with the Enemy
Act, as amended, (b) any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto or (c) the
Patriot Act.  None of the Credit Parties (i) is a blocked person
described in Section 1 of the Anti-Terrorism Order or (ii) to the best
of its knowledge, engages in any dealings or transactions, or is otherwise
associated, with any such blocked person.

       

      3.23                      Labor
Matters.

       

      There are
no collective bargaining agreements covering the employees of the Credit Parties
as of the Closing Date, other than as set forth in Schedule
3.23 hereto, and none of the Credit Parties has suffered any strikes,
walkouts, work stoppages or other material labor

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
difficulty
within the five years prior to the date hereof, other than as set forth in Schedule 3.23
hereto.

      

       

      3.24                      Compliance
with OFAC Rules and Regulations.

       

      (a)           None
of the Credit Parties or their Subsidiaries or their respective Affiliates is in
violation of and shall not violate any of the country or list based economic and
trade sanctions administered and enforced by OFAC that are described or
referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise
published from time to time.

       

      (b)           None
of the Credit Parties or their Subsidiaries or their respective Affiliates
(i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than
10% of its assets located in Sanctioned Entities, or (iii) derives more
than 10% of its operating income from investments in, or transactions with
Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan will be used
nor have any been used to fund any operations in, finance any investments or
activities in or make any payments to, a Sanctioned Person or a Sanctioned
Entity.

       

      3.25                      Collateral
Representations.

       

      (a)           Intercompany
Debt. Set forth on Schedule 3.25(a),
as of March 29, 2009 and as of the last date such Schedule was required to be
updated in accordance with Section 5.2, is a list of all intercompany
Indebtedness and to the extent required by Section 5.12, all such intercompany
Indebtedness owing to a Borrower is subject to a promissory note which has been
pledged and delivered to the Administrative Agent as Collateral under the
Security Documents.

       

      (b)           Locations.
Set forth on Schedule 3.25(b),
as of the Closing Date and as of the last date such Schedule was required to be
updated in accordance with Section 5.2, is a list of all (i) Properties of
the Domestic Credit Parties, the Hong Kong Guarantors and the German Guarantors
as of the Closing Date with street address, county, state and country (as
applicable) where located, (ii) locations where any tangible personal property
of the Domestic Credit Parties, the Hong Kong Guarantors and the German
Guarantors (excluding equipment in vehicles of employees of Checkpoint Systems
GmbH, inventory in transit or on temporary display at a customer location) is
located as of the Closing Date, including county, state and country (as
applicable) where located, (iii) each headquarter location of the Domestic
Credit Parties, the Hong Kong Guarantors and the German Guarantors,
(iv) each other location where any significant administrative or
governmental functions are performed of the Domestic Credit Parties, the Hong
Kong Guarantors and the German Guarantors, (v) each other location where
the Domestic Credit Parties, the Hong Kong Guarantors and the German Guarantors
maintain any books or records (electronic or otherwise) and (vi) each
location where any personal property Collateral is located at any premises
leased by a Domestic Credit Party, Hong Kong Guarantor or German Guarantor with
a Collateral value in excess of $250,000.

       

      (c)           Intellectual
Property.  Set forth on Schedule 3.25(c),
as of the Closing Date and as of the last date such Schedule was required to be
updated in accordance with Section 5.2, is a list of all registered or
issued Intellectual Property (including all applications for registration and
issuance) owned by each of the Domestic Credit Parties or that any of the
Domestic Credit

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        Parties
has the right to (including name/title, current owner, registration or
application number, and registration or application date).

         

      

      (d)           Documents,
Instrument, and Tangible Chattel Paper. Set forth on Schedule 3.25(d),
as of the Closing Date and as of the last date such Schedule was required to be
updated in accordance with Section 5.2, is a description of all Documents
(as defined in the UCC), Instruments (as defined in the UCC), and Tangible
Chattel Paper (as defined in the UCC) of the Domestic Credit Parties with an
individual value of at least $250,000.

       

      (e)           Deposit
Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts
and Uncertificated Investment Property.  Set forth on Schedule 3.25(e),
as of the Closing Date and as of the last date such Schedule was required to be
updated in accordance with Section 5.2, is a description of (i) all Deposit
Accounts (as defined in the UCC) of the Domestic Credit Parties, the Hong Kong
Guarantors, the German Guarantors, the Cayman Guarantors and the Dutch Borrower,
(ii) Electronic Chattel Paper (as defined in the UCC) of the Domestic Credit
Parties, (iii) Letter-of-Credit Rights (as defined in the UCC) of the Domestic
Credit Parties, (iv) Securities Accounts (as defined in the UCC) of the
Domestic Credit Parties and (v) uncertificated Investment Property (as defined
in the UCC) of the Domestic Credit Parties, including the name and address of
(i) in the case of a Deposit Account, the depository institution,
(ii) in the case of Electronic Chattel Paper, the account debtor,
(iii) in the case of Letter-of-Credit Rights, the issuer or nominated
person, as applicable, and (iv) in the case of a Securities Account or
other uncertificated Investment Property, the Securities Intermediary or issuer,
as applicable.

       

      (f)           Commercial
Tort Claims.  Set forth on Schedule 3.25(f),
as of the Closing Date and as of the last date such Schedule was required to be
updated in accordance with Section 5.2, is a description of all Commercial
Tort Claims (as defined in the UCC) of the Domestic Credit Parties.

       

      (g)           Collateral
Value.  The Aggregate Book Value of the Collateral consisting
of equipment (net of depreciation), inventory, accounts receivable and cash
pledged to the Administrative Agent pursuant to the Credit Documents delivered
on the Closing Date and/or to be delivered by the Credit Parties pursuant to
Section 5.15: (a) by the Domestic Credit Parties pursuant to the Security
Documents is equal to no less than $100,000,000, (b) by the German Guarantors
pursuant to the German Security Documents is equal to no less than $50,000,000
(or the Foreign Currency Equivalent thereof), (c) by the Hong Kong Guarantors
pursuant to the Hong Kong law governed Security Documents is equal to no less
than $17,000,000 (or the Foreign Currency Equivalent thereof) and (d) by
Checkpoint Caribbean Ltd. pursuant to the Security Documents is equal to no less
than $11,000,000.  For the purposes of this Section 3.25(g),
“Aggregate Book Value” means (i) with respect to equipment (net of
depreciation), inventory and accounts receivable, the aggregate book value of
such Collateral as of December 28, 2008 and (ii) with respect to cash, the
aggregate book value as of March 27, 2009.

       

      3.26                      Security
Documents.

       

      The
Security Documents create valid security interests in, and Liens on, the
Collateral purported to be covered thereby.  Except as set forth in
the Security Documents, such security

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
interests
and Liens are currently (or will be, upon (a) to the extent applicable in
any jurisdiction, the filing of appropriate financing statements with the
Secretary of State of the state of incorporation or organization for each
Domestic Credit Party, in favor of the Administrative Agent, on behalf of the
Lenders, (b) the Administrative Agent obtaining control or possession over
those items of Collateral in which a security interest is perfected
through control or possession, (c) in relation to the German law governed
pledges only, any third-party debtor having been notified of such pledge
pursuant to the relevant German Security Documents and (d) in relation to the
security interests and Liens under the Hong Kong law governed Security
Documents, (i) the filing of applicable documents with the Registrar of
Companies in Hong Kong and/or other applicable authorities within prescribed
time periods, (ii) the giving of applicable notices to third parties and the
receipt of any applicable consents from third parties and (iii) insofar as they
relate to shares (and related rights), the relevant shares (and related rights)
having been transferred to the Administrative Agent or its nominee and such
transfer having been registered in the share register of the relevant company)
perfected security interests and Liens, prior to all other Liens other than
Permitted Liens.  With respect to the German law governed pledges, all
notifications required to be delivered to any third-party debtor of such pledge
pursuant to the terms of the German law governed pledges will be delivered in
accordance with the terms of the German law governed pledges.  With
respect to the Spanish law governed pledges, this representation is given
subject to the mandatory laws applicable under Spanish common
law.

      

       

      3.27                      Compliance
with FCPA.

       

      Each of the Credit Parties
and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act,
15 U.S.C. Sec.Sec. 78dd-1, et
seq., and any foreign counterpart thereto.  None of the Credit
Parties or their Subsidiaries has made a payment, offering, or promise to pay,
or authorized the payment of, money or anything of value (a) in order to
assist in obtaining or retaining business for or with, or directing business to,
any foreign official, foreign political party, party official or candidate for
foreign political office, (b) to a foreign official, foreign political
party or party official or any candidate for foreign political office, and
(c) with the intent to induce the recipient to misuse his or her official
position to direct business wrongfully to such Credit Party or its Subsidiary or
to any other Person, in violation of the Foreign Corrupt Practices Act, 15
U.S.C. Sec.Sec. 78dd-1, et
seq.

       

      3.28                      Classification
of Senior Indebtedness.

       

      The
Credit Party Obligations constitute “Senior Indebtedness”, “Designated Senior
Indebtedness” or any similar designation under and as defined in any agreement
governing any Subordinated Indebtedness and the subordination provisions set
forth in each such agreement are legally valid and enforceable against the
parties thereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
4

      CONDITIONS

       

      4.1                      Conditions
to Closing.

       

      This
Credit Agreement shall become effective upon, and the obligation of each Lender
to make the initial Loans is subject to, the satisfaction of the following
conditions precedent (except as such conditions are permitted to be delivered
after the Closing Date in accordance with Section 5.15):

       

      (a)           Execution
of Credit Agreement and Credit Documents.  Receipt by the
Administrative Agent of (i) multiple counterparts of this Agreement,
(ii) for the account of each Lender that requests a Note, a Note,
(iii) for the account of the Swingline Lender, a Swingline Note,
(iv) any intercompany promissory notes (and applicable allonges) evidencing
Indebtedness among the Company and certain of its Subsidiaries that are required
to be pledged pursuant to the terms of this Agreement, (v) each Security
Document executed by the duly authorized officers or signatories, as applicable,
of the parties thereto and (vi) counterparts of any other Credit Document,
executed by the duly authorized officers of the parties thereto, in each case
executed by a duly authorized officer of each party thereto and in each case
conforming to the requirements of this Agreement.

       

      (b)           Legal
Opinion.  Receipt by the Administrative Agent of the legal
opinions set forth on Schedule
4.1(b), each dated the Closing Date and in form and substance reasonably
acceptable to the Administrative Agent.

       

      (c)           Absence
of Legal Proceedings.  The absence of any pending or ongoing,
action, suit, investigation, litigation or proceeding in any court or before any
other Governmental Authority (i) affecting this Agreement or the other Credit
Documents, that has not been settled, dismissed, vacated, discharged or
terminated prior to the Closing Date or (ii) that purports to affect any Credit
Party or any of its Subsidiaries, or any transaction contemplated by the Credit
Documents, which action, suit, investigation, litigation or proceeding could
reasonably be expected to have a Material Adverse Effect, that has not been
settled, dismissed, vacated, discharged or terminated prior to the Closing
Date.

       

      (d)           Authority
Documents.  The Administrative Agent shall have received the
following:

       

      (i)            Articles
of Incorporation/Charter Documents.  Original certified
articles of incorporation or other charter documents, as applicable, of each
Credit Party, and in respect of any French Guarantor an original (y) extrait
K-bis and (z) solvency certificate (certificat
de non faillite) delivered by the Registry of Commercie and Companies
dated no more than one month prior to the date of this Agreement, certified
(A) by an officer of such Credit Party (pursuant to an officer’s
certificate in substantially the form of Schedule
4.1(d) attached hereto) as of the Closing Date to be true and correct and
in force and effect as of such date, and (B) to the extent applicable in any
jurisdiction, to be true

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      and
complete as of a recent date by the appropriate Governmental Authority of the
state or jurisdiction of its incorporation or organization, as
applicable.

       

      (ii)                       Resolutions.  Copies
of resolutions of the board of directors or comparable managing body of each
Credit Party approving and adopting the Credit Documents, the transactions
contemplated therein and authorizing execution and delivery thereof, certified
by an officer of such Credit Party (pursuant to an officer’s certificate in
substantially the form of Schedule
4.1(d) attached hereto) as of the Closing Date to be true and correct and
in force and effect as of such date.

       

      (iii)                       Bylaws/Operating
Agreement. To the extent applicable in any jurisdiction, a copy of the
bylaws or comparable operating agreement of each Credit Party certified by an
officer of such Credit Party (pursuant to an officer’s certificate in
substantially the form of Schedule
4.1(d) attached hereto) as of the Closing Date to be true and correct and
in force and effect as of such date.

       

      (iv)                       Good
Standing.  To the extent applicable in any jurisdiction,
original certificates of good standing, existence or its equivalent with respect
to each Credit Party certified as of a recent date by the appropriate
Governmental Authorities of the state or jurisdiction of incorporation or
organization and each other state in which the failure to so qualify and be in
good standing could reasonably be expected to have a Material Adverse
Effect.

       

      (v)            Incumbency.  To
the extent applicable in any jurisdiction, an incumbency certificate of each
Credit Party certified by an officer (pursuant to an officer’s certificate in
substantially the form of Schedule
4.1(d)) attached hereto) to be true and correct as of the Closing
Date.

       

      (vi)                      French
Security. In relation to the French Security, (A) a certified copy of the
account holder’s shareholder register (compte
d’actionnaire) and (B) a certified copy of the shares transfer register
(registre
de mouvements de titres) of Checkpoint Systems France S.A.S. recording
the French Security.

       

      (vii)                      Dutch
Security. A copy of the shareholders’ register of each Dutch Credit
Party.

       

      (e)           Personal
Property Collateral.  The Administrative Agent shall have
received, in form and substance satisfactory to the Administrative
Agent:

       

      (i)            (A) searches
of UCC filings (or its equivalent in foreign jurisdictions) in the jurisdiction
of incorporation or formation, as applicable, of each Credit Party and each
jurisdiction where any Collateral is located or where a filing would need to be
made in order to perfect the Administrative Agent’s security interest in the
Collateral, copies of the financing statements (or its equivalent) on file in
such jurisdictions and evidence that no Liens exist other than Permitted Liens
and (B) tax lien, judgment and pending litigation searches (or its
equivalent in foreign jurisdictions);

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (ii)                       completed
UCC financing statements (or its equivalent in foreign jurisdictions) for each
appropriate jurisdiction as is necessary, in the Administrative Agent’s sole
discretion, to perfect the Administrative Agent’s security interest in the
Collateral;

       

      (iii)                       stock
or membership certificates, if any, evidencing the Equity Interests pledged to
the Administrative Agent pursuant to the Pledge Agreement and the Foreign Pledge
Agreements and Foreign Security Agreements and undated stock or transfer powers
duly executed in blank;

       

      (iv)                       duly
executed consents as are necessary, in the Administrative Agent’s reasonable
discretion, to perfect the Lenders’ security interest in the Collateral,
including, without limitation, with respect to the French Security a certified
copy of the resolutions of Checkpoint France S.A.S. shareholder’s meeting
authorizing the beneficiaries to become shareholders of the French
Security;

       

      (v)            all
intercompany notes in the possession of any of the Credit Parties and required
to be pledged as Collateral pursuant to Section 5.12, together with applicable
allonges or assignments as may be necessary or appropriate to perfect the
Administrative Agent’s and the Lenders’ security interest in such
Collateral;

       

      (vi)                      in
the case of any personal property Collateral located at premises leased by a
Domestic Credit Party, a Hong Kong Guarantor or a German Guarantor and set forth
on Schedule
3.25(b), such estoppel letters, consents and waivers from the landlords
of such real property to the extent required in accordance with Section
5.13.

       

      (vii)                       searches
of ownership of Intellectual Property in the appropriate governmental offices
and such patent/trademark/copyright filings as requested by the Administrative
Agent in order to perfect the Administrative Agent’s security interest in the
Intellectual Property of the Domestic Credit Parties;

       

      (viii)                       all
instruments, documents and chattel paper in the possession of any of the
Domestic Credit Parties, together with allonges or assignments as may be
necessary or appropriate to perfect the Administrative Agent’s and the Lenders’
security interest in the Collateral;

       

      (ix)                       Deposit
Account Control Agreements satisfactory to the Administrative Agent to the
extent required by Section 6.13; and

       

      (x)            Securities
Account Control Agreements satisfactory to the Administrative Agent to the
extent required by Section 6.13.

       

      (f)           Officer’s
Closing Certificate.  The Administrative Agent shall have
received a certificate or certificates executed by a Responsible Officer of the
Company as of the Closing Date, substantially in the form of Schedule
4.1(f) stating that (i) there does not exist any
pending

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
or
ongoing, action, suit, investigation, litigation or proceeding in any court or
before any other Governmental Authority (A) affecting this Agreement or the
other Credit Documents, that has not been settled, dismissed, vacated,
discharged or terminated prior to the Closing Date or (B) that purports to
affect any Credit Party or any of its
Subsidiaries, or any transaction contemplated by the Credit Documents, which
action, suit, investigation, litigation or proceeding could reasonably be
expected to have a Material Adverse Effect, that has not been settled,
dismissed, vacated, discharged or terminated prior to the Closing Date,
(ii) immediately after giving effect to this Agreement, the other Credit
Documents, and all the Transactions contemplated to occur on such date,
(A) no Default or Event of Default exists, (B) all representations and
warranties contained herein and in the other Credit Documents are true and
correct, and (C) the Credit Parties are in pro forma compliance with each
of the initial financial covenants set forth in Section 5.9 
(as evidenced through detailed calculations of such financial covenants on a
schedule to such certificate) as of December 28, 2008, (iii) as of the Closing
Date (A) the fair saleable value of the Credit Parties’ assets, measured on a
going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Agreement, (B) none of the Credit Parties (y) has
unreasonably small capital in relation to the business in which it is or
proposes to be engaged and (z) has incurred or believes that it will incur after
giving effect to the transactions contemplated by this Agreement, debts beyond
its ability to pay such debts as they become due and (iv) each of the other
conditions precedent in Section 4.1 have been satisfied, except to the
extent the satisfaction of any such condition is subject to the judgment or
discretion of the Administrative Agent or any Lender.

      

       

      (g)           Account
Designation Notice.  Receipt by the Administrative Agent of an
executed counterpart of the Account Designation Notice.

       

      (h)           Financial
Information.  Receipt by the Administrative Agent of
(i) three-year financial and operational projections for the Company and
its Subsidiaries together with a detailed explanation of all management
assumptions contained therein, which projections shall be in form and substance
satisfactory to the Administrative Agent and the Lenders, (ii) the final
audited financial statements of the Company for the twelve month period ending
December 28, 2008 and (iii) in respect of the French Guarantor, a copy of its
latest audited financial statements.

       

      (i)           Capital
Structure/Other Documentation.  Receipt by the Administrative
Agent of any information requested by it relating to the corporate and capital
structure of the Company and its Subsidiaries.

       

      (j)           Flow
of Funds.  Receipt by the Administrative Agent of a sources and
uses table and payment instructions with respect to each wire transfer to be
made by the Administrative Agent on behalf of the Lenders or the Company on the
Closing Date setting forth the amount of such transfer, the purpose of such
transfer, the name and number of the account to which such transfer is to be
made, the name and ABA number of the bank or other financial institution where
such account is located and the name and telephone number of an individual that
can be contacted to confirm receipt of such transfer.

       

      (k)           Repayment
of Existing Indebtedness.  All existing Indebtedness for
borrowed money of the Company and its Subsidiaries (including the Existing
Facilities, but excluding

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Indebtedness
permitted pursuant to Section 6.1) shall have been repaid in full and terminated
and the Administrative Agent shall have received such evidence of such repayment
and termination as the Administrative Agent may reasonably require.

       

      (l)           Compliance
with Laws.  The financings and other Transactions contemplated
hereby shall be in compliance with all applicable laws and regulations
(including all applicable securities and banking laws, rules and
regulations).

       

      (m)                      Bankruptcy.  There
shall be no bankruptcy or insolvency proceedings pending with respect to any
Credit Party or any Subsidiary thereof.

       

      (n)           Consents.  The
Administrative Agent shall have received evidence that all necessary
governmental, corporate, shareholder and third party consents and approvals, if
any, in connection with the financings and other transactions contemplated
hereby have been received and no condition exists which would reasonably be
likely to restrain, prevent or impose any material adverse conditions on the
transactions contemplated hereby.

       

      (o)           No
Material Adverse Change.  No material adverse change shall have
occurred since December 28, 2008 in the business, assets, liabilities, condition
(financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole.

       

      (p)           Liability,
Casualty, Property and Business Interruption Insurance.  To the
extent requested by the Administrative Agent, the Administrative Agent shall
have received copies of insurance policies or certificates and endorsements of
insurance evidencing liability, casualty, property and business interruption
insurance meeting the requirements set forth herein or in the Security
Documents.

       

      (q)           Fees.  Receipt
by the Administrative Agent and the Lenders of all fees, if any, then owing
pursuant to the Fee Letter, Section 2.9 or pursuant to any other Credit
Document.

       

      (r)           Japanese
Documents.  With respect to Checkpoint Manufacturing Japan Co.,
receipt by the Administrative Agent of (i) the Minutes of the Extraordinary
General Meeting of Shareholders of Checkpoint Manufacturing Japan Co. Regarding
Deemed Resolutions, (ii) the existing corporate registry and (iii) Certificate
of Registered Seal.

       

      (s)           Additional
Matters.  All other documents and legal matters in connection
with the transactions contemplated by this Agreement shall be reasonably
satisfactory in form and substance to the Administrative Agents and the Required
Lenders.

       

      Without
limiting the generality of the provisions of Section 8.4, for purposes of
determining compliance with the conditions specified in this Section each Lender
that has signed this Agreement or a Lender Consent shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.2                      Conditions
to All Extensions of Credit.

       

      The
obligation of each Lender to make any Extension of Credit hereunder is subject
to the satisfaction of the following conditions precedent on the date of making
such Extension of Credit:

       

      (a)           Representations
and Warranties.  The representations and warranties made by the
Credit Parties herein, in the Security Documents or which are contained in any
certificate furnished at any time under or in connection herewith shall
(i) with respect to representations and warranties that contain a
materiality qualification, be true and correct and (ii) with respect to
representations and warranties that do not contain a materiality qualification,
be true and correct in all material respects, in each case on and as of the date
of such Extension of Credit as if made on and as of such date except for any
representation or warranty made as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date.

       

      (b)           No
Default or Event of Default.  No Default or Event of Default
shall have occurred and be continuing on such date or after giving effect to the
Extension of Credit to be made on such date.

       

      (c)           Compliance
with Commitments.  Immediately after giving effect to the
making of any such Extension of Credit (and the application of the proceeds
thereof), (i)
the Aggregate Revolving Exposure shall not at any time exceed the Aggregate
Revolving Commitment, (ii) the Aggregate L/C Obligations shall not at any time
exceed the Aggregate L/C Sublimit and (iii) the aggregate Dollar Equivalent of
the Swingline Loans outstanding shall not at any time exceed the Swingline
Committed Amount.

       

      Each
request for an Extension of Credit and each acceptance by any Borrower of an
Extension of Credit shall be deemed to constitute a representation and warranty
by the Credit Parties as of the date of such Loan that the conditions in
subsections (a) - (c) of this Section have been satisfied.

       

       

      SECTION
5

      AFFIRMATIVE
COVENANTS

       

      The
Credit Parties covenant and agree that on the Closing Date, and so long as this
Agreement is in effect and until the Commitments have been terminated, no Loans
remain outstanding and all amounts owing hereunder or under any other Credit
Document or in connection herewith or therewith have been paid in full, the
Credit Parties shall, and shall cause each Subsidiary to:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.1                      Financial
Statements.

       

      Furnish,
or cause to be furnished, to the Administrative Agent and the
Lenders:

       

      (a)           as
soon as available, but in any event within ninety (90) days after the end
of each fiscal year of the Company (commencing with the fiscal year 2008) (or,
if earlier, within five (5) business Days after such date as the Company is
required to file its annual report on Form 10-K for such fiscal year with the
Securities and Exchange Commission), a consolidated balance sheet of the Company
and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, such consolidated statements to be audited and accompanied
by a report and opinion of PricewaterhouseCoopers, LLP or another independent
certified public accountant of nationally recognized standing reasonably
acceptable to the Administrative Agent, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not
be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit;

       

      (b)           as
soon as available, but in any event within forty-five (45) days after the
end of each of the first three fiscal quarters of each fiscal year of the
Company (commencing with the first fiscal quarter ending in 2009) (or, if
earlier, within five (5) business Days after such date as the Company is
required to file its quarterly report on Form 10-Q for such fiscal quarter with
the Securities and Exchange Commission), a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal quarter and for the portion of the Company’s
fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail,
such consolidated statements to be certified by a Responsible Officer of the
Company as fairly presenting in all material respects the financial condition,
results of operations, shareholders’ equity and cash flows of the Company and
its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes; and

       

      (c)           as
soon as available, but in any event not later than the last day of each fiscal
year of the Company, 3-year forecasts for the three (3) following fiscal years
prepared by management of the Company, in form satisfactory to the
Administrative Agent, of consolidated balance sheets and statements of income or
operations and cash flows of the Company and its Subsidiaries on a quarterly
basis for such fiscal years.

       

      As to any
information contained in materials furnished pursuant to Section 5.2(f),
the Company shall not be separately required to furnish such information under
clause (a) or (b) above, but the foregoing shall not be in derogation
of the obligation of the Company to furnish the information and materials
described in clauses (a) and (b) above at the times specified
therein.  All such financial statements shall be complete and correct
in all material respects (subject, in the case of interim statements,
to normal recurring year-end audit adjustments) and shall be prepared in
reasonable detail and in accordance with GAAP applied consistently

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
throughout
the periods reflected therein, except as approved  by such accountants
or such officers, as the case may be, and disclosed therein, and further
accompanied by a description of, and an estimation of the effect on the
financial statements on account of, a change in the application of accounting
principles as provided in Section 1.5.

      

       

      Notwithstanding
the foregoing, financial statements and reports required to be delivered
pursuant to the foregoing provisions of this Section may be delivered
electronically and if so, shall be deemed to have been delivered on the date on
which the Administrative Agent receives such reports from the Company through
electronic mail; provided
that, upon the Administrative Agent’s request, the Borrowers shall provide paper
copies of any documents required hereby to the Administrative
Agent.

       

      5.2                      Certificates;
Other Information.

       

      Furnish,
or cause to be furnished, to the Administrative Agent (who shall promptly
transmit to each Lender):

       

      (a)           Accountant’s
Certificate and Reports.  Concurrently with the delivery of the
financial statements referred to in Section 5.1(a) above, a certificate of the
independent certified public accountants reporting on such financial statements
stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default under Section 5.9 hereof,
except as specified in such certificate.

       

      (b)           Officer’s
Certificate.  Concurrently with the delivery of the financial
statements referred to in Sections 5.1(a) and 5.1(b) above, a certificate of a
Responsible Officer stating that, to the best of such Responsible Officer’s
knowledge and belief, (i) the financial statements fairly present in all
material respects the financial condition of the parties covered by such
financial statements, (ii) during such period each Credit Party has
observed or performed in all material respects its covenants and other
agreements hereunder and under the other Credit Documents, and satisfied in all
material respects the conditions contained in this Agreement to be observed,
performed or satisfied by it (except to the extent waived in accordance with the
provisions hereof) and (iii) such Responsible Officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate.  Such certificate shall include the calculations required
to indicate compliance with Section 5.9 as of the last day of the period covered
by such financial statements.  A form of Officer’s Compliance
Certificate is attached as Schedule
5.2(b).

       

      (c)           Updated
Schedules.  Concurrently with or prior to the delivery of the
financial statements referred to in Sections 5.1(a) and 5.1(b) above,
(i) an updated copy of Schedule
1.1-4 if any Subsidiary becomes a Material Foreign Subsidiary since the
Closing Date or since such Schedule was last updated, as applicable, (ii) an
updated copy of Schedule 3.4
and Schedule 3.12
if the Credit Parties or any of their Subsidiaries has formed or acquired a new
Subsidiary since the Closing Date or since such Schedule was last updated, as
applicable, (iii) an updated copy of Schedule 3.20
if the Credit Parties or any of their Subsidiaries has altered or acquired any
insurance policies since the Closing Date or since such Schedule was last
updated, as applicable, (iv) an updated copy of Schedule 3.25(a)
if the Company, the Japanese Borrower or the Dutch Borrower have issued any
intercompany Indebtedness since the Closing Date or since such

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Schedule
was last updated, as applicable, (v) an updated copy of Schedule 3.25(b)
to the extent any Domestic Credit Party, Hong Kong Guarantor or German Guarantor
has a location where any Domestic Credit Party, Hong Kong Guarantor or German
Guarantor, as applicable, maintains books or records or a location where any
personal property Collateral is located at any premises leased by a Domestic
Credit Party, Hong Kong Guarantor or German Guarantor with a Collateral value in


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      excess of
$250,000, to the extent such location was not otherwise set forth on such
Schedule as of the Closing Date or since such Schedule was last updated, as
applicable, (vi) an updated copy of Schedule
3.25(c) if the Domestic Credit Parties have registered, applied for
registration of, acquired or otherwise obtained ownership of any new
Intellectual Property since the Closing Date or since such Schedule was last
updated, as applicable, (vii) an updated copy of Schedule
3.25(d) if the Domestic Credit Parties have obtained any Documents (as
defined in the UCC), Instruments (as defined in the UCC) or Tangible Chattel
Paper (as defined in the UCC) with an individual value of at least $250,000,
since the Closing Date or since such Schedule was last updated, as applicable,
(viii) an updated copy of Schedule
3.25(e) if any Domestic Credit Party, Hong Kong Guarantor or German
Guarantor maintains any Deposit Accounts (as defined in the UCC) or if any
Domestic Credit Party maintains any Electronic Chattel Paper (as defined in the
UCC), Letter-of-Credit Rights (as defined in the UCC), Securities Accounts (as
defined in the UCC) or uncertificated Investment Property (as defined in the
UCC) not otherwise set forth on such Schedule as of the Closing Date or since
such Schedule was last updated, as applicable, (ix) an  updated copy
of Schedule
3.25(f) if the Domestic Credit Parties have any Commercial Tort Claims
not otherwise set forth on such Schedule as of the Closing Date or since such
Schedule was last updated, as applicable.

       

      (d)           Security
Documents.  Provide all updates, notices, confirmations and all
other information required to be provided in accordance with the Security
Documents; including, without limitation the following:  concurrently
with or prior to the delivery of the financial statements referred to in
Sections 5.1(a) and 5.1(b) above, provide to the Administrative Agent: (A)
bank account statements (Kontoauszüge)
for each account located in Germany of each German Guarantor showing the balance
on each of the accounts (or otherwise notify the Administrative Agent of the
account balances on the accounts in a form satisfactory for the Administrative
Agent), (B) up-to-date list of all outstanding Claims (as defined in the German
Security Documents), (C) an up-to-date list of all the Transferor’s Moveable
Fixed Assets (as defined in the German Security Documents) and (D) an up-to-date
list of all the Transferor’s Inventories (as defined in the German Security
Documents).

       

      (e)           Management
Letter.  Promptly upon receipt thereof, a copy of any other
report or “management letter” submitted by independent accountants to the
Company or any of its Subsidiaries in connection with any annual, interim or
special audit of the books of such Person.

       

      (f)           Other
Information.  Promptly, such additional financial and other
information as the Administrative Agent, at the request of any Lender, may from
time to time reasonably request.

       

      (g)           Public
Information.  Promptly after the same are sent, copies of all
reports (other than those otherwise provided pursuant to Section 5.1) and other
financial information which any Credit Party sends to its public stockholders,
and promptly after the same are filed, copies of all

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
financial
statements and non-confidential reports which any Credit Party may make to,
or file with, the Securities and Exchange Commission or any successor or
analogous United States Governmental Authority.

      

       

      (h)           Permitted
Acquisition Report.  Not less than ten (10) Business Days prior
to the consummation of any Permitted Acquisition where the total consideration,
including, without limitation, assumed Indebtedness, earnout payments and any
other deferred payments (the “Total
Consideration”) for such Permitted Acquisition is expected to exceed
$40,000,000:

       

      (i)           a
reasonably detailed description of the material terms of such Permitted
Acquisition (including, without limitation, the purchase price and method and
structure of payment) and of each Target;

       

      (ii)                      financial
statements (or, if unavailable, management-prepared financial statements) of the
Target for its two (2) most recent fiscal years and two (2) most recent fiscal
quarters;

       

      (iii)                      consolidated
projected income statements of the Company and its consolidated Subsidiaries
(giving effect to such Permitted Acquisition and the consolidation with the
Company of each relevant Target) for the three (3)-year period following the
consummation of such Permitted Acquisition, in reasonable detail, together with
any appropriate statement of assumptions and pro forma adjustments reasonably
acceptable to the Administrative Agent;

       

      (iv)                      a
Permitted Acquisition Certificate, executed by a Responsible Officer of the
Company (A) setting forth the best good faith estimate of the Total
Consideration to be paid for each Target, (B) certifying that (1) such
Permitted Acquisition complies with the requirements of this Agreement and (2)
after giving effect to such Permitted Acquisition and any borrowings in
connection therewith, the Company believes in good faith that it will have
sufficient availability under the Aggregate Revolving Commitments to meet its
ongoing working capital requirements and (C) demonstrating compliance with
clauses (b) and (d) of the definition of the Permitted Acquisition;
and

       

      (v)           any
due diligence reports (including, but not limited to, reports prepared by a
nationally recognized accounting firm, consultants reports and customer surveys)
prepared by, or on behalf of, any Credit Party with respect to the
Target.

       

      5.3                      Notices.

       

      Give
notice to the Administrative Agent (who shall promptly transmit such notice to
each Lender) of:

       

      (a)           Defaults.  Promptly
(but in any event within two (2) Business Days), after any Credit Party knows
thereof, the occurrence of any Default or Event of Default.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)           Legal
Proceedings.  Promptly, any litigation, or any investigation or
proceeding (including, without limitation, any environmental or Governmental
Authority proceeding) known to any Credit Party, relating to the Company or any
of its Subsidiaries which, if adversely determined, would reasonably be expected
to have a Material Adverse Effect.

       

      (c)           ERISA.  Promptly,
on any Credit Party gaining knowledge of (i) the occurrence of any
Reportable Event with respect to any Single Employer Plan, (ii) a failure
by any Credit Party or any ERISA Affiliate to make any required contribution to
a Single Employer Plan required to meet the minimum funding standard set forth
in ERISA and the Code with respect thereto, (iii) the creation of any Lien
on the assets of any Credit Party or any ERISA Affiliate in favor of the PBGC
(other than a Permitted Lien) or a Plan, or (iv) with respect to any
Multiemployer Plan, the assessment of any withdrawal liability against any
Credit Party or any ERISA Affiliate, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan; and in each case in clauses (i) and (iv)
above, such event or condition would reasonably be expected to have a Material
Adverse Effect.

       

      (d)           Changes
in Corporate Structure.  Within fifteen (15) days after any
merger, consolidation, dissolution or other change in corporate structure of any
Credit Party or any of its subsidiaries permitted pursuant to the terms hereof,
provide notice of such change in corporate structure to the Administrative
Agent.

       

      (e)           Other.  Promptly,
any other development or event which a Responsible Officer gains knowledge of
which would reasonably be expected to have a Material Adverse
Effect.

       

      Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Company proposes to take with respect
thereto.

       

      5.4                      Maintenance
of Existence; Compliance with Laws; Contractual Obligations.

       

      (a)           Subject
to Section 6.4, each Credit Party will at all times preserve and keep in full
force and effect the corporate existence of each of its Subsidiaries (unless
merged into the Company or a Subsidiary) and all rights and franchises of itself
and its Subsidiaries unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and effect such
corporate existence, right or franchise would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

       

      (b)           Comply
with all Requirements of Law, ordinances or governmental rules or regulations to
which each of them is subject, including, without limitation, Environmental Laws
and ERISA-related Requirements of Law, and will obtain and maintain in effect
all licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations would
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)           Fully
perform and satisfy all of its obligations under all of its contractual
obligations except to the extent that failure to perform and satisfy such
obligations would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

       

      (d)           Ensure
that each Enterprise Agreement remains in place, is legal, valid and binding in
respect of each party thereto and is in full force and effect in each case for
so long as both parties to the relevant Enterprise Agreement are
Guarantors.

       

      5.5                      Maintenance
of Property; Insurance.

       

      (a)           Maintain
and keep, or cause to be maintained and kept, their respective properties in
good repair, working order and condition (other than ordinary wear and tear), so
that the business carried on in connection therewith may be properly conducted
at all times, provided
that this Section shall not prevent the Company or any Subsidiary from
discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

       

      (b)           Maintain,
with financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated;
and furnish to the Administrative Agent, upon written request, full information
as to the insurance carried.

       

      5.6                      Inspection
of Property; Books and Records; Discussions.

       

      Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP (or, in the case of Subsidiaries with significant
operations outside of the United States of America, generally accepted
accounting principles in effect from time to time in their respective
jurisdictions of incorporation) and all Requirements of Law shall be made of all
dealings and transactions in relation to its businesses and activities, and
shall make available the officers, employees and independent certified public
accountants to discuss the business, operations, properties and financial and
other condition of the Credit Parties and their Subsidiaries.

       

      5.7                      Use
of Proceeds.

       

      Use the
Loans solely for the purposes provided in Section 3.13.

       

      5.8                      Additional
Domestic Subsidiary Guarantors and Foreign Guarantors.

       

      (a)           Domestic
Subsidiary Guarantors.  The Credit Parties will cause each of
their Domestic Subsidiaries, whether newly formed, after acquired or otherwise
existing to promptly

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
(and in
any event within thirty (30) days after such Domestic Subsidiary is formed
or acquired (or such longer period of time as agreed to by the Administrative
Agent in its reasonable
discretion)) become a Domestic Guarantor hereunder by way of execution of a
Domestic Guarantor Joinder Agreement.  In connection therewith, the
Company shall give notice to the Administrative Agent not less than ten (10)
days prior to creating a Domestic Subsidiary (or such shorter period of time as
agreed to by the Administrative Agent in its reasonable discretion), or
acquiring the Equity Interests of any such Person.  In connection with
the foregoing, the Credit Parties shall deliver to the Administrative Agent,
with respect to each new Domestic Guarantor to the extent applicable,
substantially the same documentation required pursuant to Sections 4.1(b),
(d) and (e) and 5.12 and such other documents or agreements as the
Administrative Agent may reasonably request.

      

       

      (b)           Foreign
Guarantors.  The Credit Parties will cause each of their
Material Foreign Subsidiaries, whether newly formed, after acquired or otherwise
existing to promptly (and in any event within thirty (30) days after such
Material Foreign Subsidiary is formed or acquired (or such longer period of time
as agreed to by the Administrative Agent in its reasonable discretion)) become a
Foreign Guarantor hereunder by way of execution of a Foreign Guarantor Joinder
Agreement.  In connection therewith, the Company shall give notice to
the Administrative Agent not less than ten (10) days prior to creating a
Material Foreign Subsidiary (or such shorter period of time as agreed to by the
Administrative Agent in its reasonable discretion), or acquiring the Equity
Interests of any such Person.  In addition, the Company shall cause
each Credit Party which becomes a Foreign Borrower to become a “Foreign
Guarantor” (to the extent legally permissible and subject to limitations arising
under applicable tax laws) hereunder by way of execution of a Foreign Guarantor
Joinder Agreement.  In connection with the foregoing, the Credit
Parties shall deliver to the Administrative Agent, with respect to each new
Foreign Guarantor to the extent applicable, substantially the same documentation
required pursuant to Sections 4.1(b), (d) and (e) and 5.12 and such other
documents or agreements as the Administrative Agent may reasonably
request.

       

      Notwithstanding
the foregoing clause (b) immediately above to the contrary, the Company shall
not be required to join a Foreign Subsidiary as a Foreign Guarantor pursuant to
this Section if such joinder would cause Material adverse tax consequences to
the Company or any Credit Party or would be prohibited by applicable
law.

       

      5.9                      Financial
Covenants.

       

      (a)           Leverage
Ratio.  On a consolidated basis, maintain a Leverage Ratio as
of the end of each fiscal quarter of the Company of less than or equal to 2.75
to 1.0.

       

      (b)           Fixed
Charge Coverage Ratio.  On a consolidated basis, maintain a
Fixed Charge Coverage Ratio as of the end of each fiscal quarter of the Company
of greater than or equal to 1.25 to 1.0.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.10                      Payment
of Obligations.

       

      File all
income tax or similar tax returns required to be filed in any jurisdiction and
to pay and discharge all taxes shown to be due and payable on such returns and
all other taxes, assessments, governmental charges, or levies payable by any of
them, to the extent such taxes and assessments have become due and payable and
before they have become delinquent, provided
that neither the Company nor any Subsidiary need pay any such tax or assessment
if (a) the amount, applicability or validity thereof is contested by the
Company or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Company or a Subsidiary has established adequate reserves
therefore in accordance with GAAP (or, in the case of Subsidiaries with
significant operations outside of the United States of America, generally
accepted accounting principles in effect from time to time in their respective
jurisdictions of incorporation) on the books of the Company or such Subsidiary
or (b) the nonpayment of all such taxes and assessments in the aggregate
would not reasonably be expected to have a Material Adverse Effect.

       

      5.11                      Environmental
Laws.

       

      (a)           Comply
in all material respects with and take commercially reasonable steps to ensure
compliance in all material respects by all tenants and subtenants, if any, with,
all applicable Environmental Laws and obtain and comply in all material respects
with and maintain, and take commercially reasonable steps to ensure that all
tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except to the extent that
failure to do so would not reasonably be expected to have a Material Adverse
Effect;

       

      (b)           Conduct
and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
promptly comply in all material respects with all lawful orders and directives
of all Governmental Authorities regarding Environmental Laws except to the
extent that the same are being contested in good faith by appropriate
proceedings and the pendency of such proceedings would not reasonably be
expected to have a Material Adverse Effect; and

       

      (c)           Defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective employees, agents, officers and directors and affiliates, from and
against any and all claims, demands, penalties, fines, liabilities, settlements,
damages, costs and expenses of whatever kind or nature known or unknown,
contingent or otherwise, arising out of, or in any way relating to the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of the Company or any of its Subsidiaries or their Properties, or
any orders, requirements or demands of Governmental Authorities related thereto,
including, without limitation, reasonable attorney’s and consultant’s fees,
investigation and laboratory fees, response costs, court costs and litigation
expenses, except to the extent that any of the foregoing arise out of the gross
negligence or willful misconduct of the party seeking indemnification
therefor.  The agreements in this paragraph shall survive repayment of
the Notes and all other amounts payable hereunder.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.12                      Pledged
Assets.

       

      (a)           Domestic
Collateral.

       

      (i)           Pledged
Equity Interests. Each Domestic Credit Party will cause 100% of the
Equity Interests in each of its direct or indirect Domestic Subsidiaries (unless
such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% (to the
extent the pledge of a greater percentage would be unlawful or would cause any
Material adverse tax consequences to any Borrower or any Guarantor) of the
voting Equity Interests and 100% of the non-voting Equity Interests of its
first-tier Foreign Subsidiaries (other than Checkpoint Systems Japan Co. Ltd.
and OATSystems Pvt. Ltd.), in each case to the extent owned by such Credit
Party, to be subject at all times to a first priority, perfected Lien in favor
of the Administrative Agent pursuant to the terms and conditions of the Security
Documents or such other security documents as the Administrative Agent shall
reasonably request.

       

      (ii)                      Intercompany
Notes.  The Company (A)
will cause each loan or advance on or after the Closing Date by the Company to
any Subsidiary to be evidenced by a promissory note, (B) deliver such promissory
note to the Administrative agent, together with an appropriate allonge or other
endorsement reasonably satisfactory to the Administrative Agent and (C) execute
such Security Documents in connection with the pledge of such promissory note as
the Administrative Agent may require.

       

      (iii)                      Personal
Property.  Each Domestic Credit Party will cause all tangible
and intangible personal property of the Domestic Credit Parties now owned or
hereafter acquired to be subject at all times to a first priority, perfected
Lien (subject in each case to Permitted Liens) in favor of the Administrative
Agent pursuant to the terms and conditions of this Agreement and the Security
Documents or such other security documents as the Administrative Agent shall
reasonably request.

       

      All
Collateral referenced in this clause (a) shall be referred to as the “Domestic
Collateral”.

       

      (b)           Foreign
Collateral.

       

      (i)           Pledged
Equity Interests.  Each Credit Party will cause 100% of the
Equity Interests of the Foreign Borrowers, the Foreign Guarantors and the
Material Foreign Subsidiaries (other than Checkpoint Labelling Services Hong
Kong Limited), in each case to the extent owned by such Credit Party, to be
subject at all times to a first priority, perfected Lien to secure the
Foreign Obligations
pursuant to the terms and conditions of the Security Documents or such other
security documents as the Administrative Agent shall reasonably
request.

       

      (ii)                      Intercompany
Notes.  Each Foreign Borrower (A) will cause each loan or
advance on or after the Closing Date by a Foreign Borrower to a Subsidiary to be
evidenced by a promissory note, (B) deliver such promissory note to the
Administrative

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      agent,
together with an appropriate allonge or other endorsement reasonably
satisfactory to the Administrative Agent and (C) execute such Security Documents
in connection with the pledge of such promissory note as the Administrative
Agent may require.

       

      (iii)                      Personal
Property.

       

      (A)                      Each
Hong Kong Guarantor and German Guarantor will cause all of its accounts
receivable (other than accounts receivable relating to the Permitted Accounts
Receivable Purchase Arrangement), inventory, equipment, cash and Cash
Equivalents of such Guarantor now owned or hereafter acquired to be subject at
all times to a first priority, perfected Lien (subject in each case to Permitted
Liens) in favor of the Administrative Agent pursuant to the terms and conditions
of the Security Documents or such other security documents as the Administrative
Agent shall reasonably request.

       

      (B)                      Each
Cayman Guarantor and the Dutch Borrower will cause all of its cash of such
Cayman Guarantor or the Dutch Borrower, as applicable, now owned or hereafter
acquired to be subject at all times to a first priority, perfected Lien (subject
in each case to Permitted Liens) in favor of the Administrative Agent pursuant
to the terms and conditions of the Security Documents or such other security
documents as the Administrative Agent shall reasonably request.

       

      All
Collateral referenced in this clause (b), together with the Domestic Collateral,
shall be referred to as the “Foreign
Collateral”.

       

      (c)           Each
Credit Party shall timely and fully pay and perform its obligations under all
leases and other agreements with respect to each leased location or public
warehouse where any Collateral is or may be located.

       

      (d)           Each
Credit Party shall adhere to the covenants set forth in the Security
Documents.

       

      5.13                      Landlord
Waivers.

       

      In the
case of any personal property Collateral located at any premises leased by a
Domestic Credit Party, a Hong Kong Guarantor or a German Guarantor with a value
in excess of $250,000, the such Credit Parties will provide the Administrative
Agent with such estoppel letters, consents and waivers from the landlords on
such real property to the extent (i) requested by the Administrative Agent
and (ii) such Credit Parties are able to secure such letters, consents and
waivers after using commercially reasonable efforts (such letters, consents and
waivers shall be in form and substance satisfactory to the Administrative
Agent).

       

      5.14                      Further
Assurances.

       

      (a)           Public/Private
Designation.  The Credit Parties will cooperate with the
Administrative Agent in connection with the publication of certain materials
and/or information provided
by or on behalf of the Credit Parties to the Administrative Agent and Lenders
(collectively, “Information
Materials”) and will designate Information Materials (i) that are
either available to the
public or not material with respect to the Credit Parties and their Subsidiaries
or any of their respective securities for purposes of United States federal and
state securities laws, as “Public
Information” and (ii) that are not Public Information as “Private
Information”.

       

      (b)           Additional
Information.  The Credit Parties shall provide such information
regarding the operations, business affairs and financial condition of the Credit
Parties and their Subsidiaries as the Administrative Agent or any Lender may
reasonably request.

       

      (c)           Visits
and Inspections.  The Credit Parties shall permit
representatives of the Administrative Agent or any Lender, from time to time
upon prior reasonable notice and at such times during normal business hours, to
visit and inspect its properties; inspect, audit and make extracts from its
books, records and files, including, but not limited to, management letters
prepared by independent accountants; and discuss with its principal officers,
and its independent accountants, its business, assets, liabilities, financial
condition, results of operations and business prospects.  Upon the
occurrence and during the continuance of an Event of Default, the Administrative
Agent or any Lender may do any of the foregoing at any time without advance
notice.  The cost of the inspection referred to in this clause (c)
shall be for the account of the Lenders unless an Event of Default has occurred
and is continuing, in which case the cost of such inspection shall be for the
account of the Company.

       

      (d)           French
Security.  Prior to any payment of any amount in respect of the
financial securities pledged under the French Security including, without
limitation, any dividends, interest or other cash distributions, Checkpoint
Holland Holding B.V. will open a special bank account with the cash account
holder where all the amounts payable in respect of such financial securities
pledged under the French Security will be transferred.

       

      (e)           Further
Assurances.  Upon the reasonable request of the Administrative
Agent, promptly perform or cause to be performed any and all acts and execute or
cause to be executed any and all documents for filing under the provisions of
the UCC or any other Requirement of Law which are necessary or advisable to
maintain in favor of the Administrative Agent, for the benefit of the Secured
Parties, Liens on the Collateral that are duly perfected in accordance with the
requirements of, or the obligations of the Credit Parties under, the Credit
Documents and all applicable Requirements of Law.

       

      5.15                      Post-Closing
Covenant.

       

      (a)           Intellectual
Property. Within ninety (90) days after the Closing Date (or such
extended period of time as agreed to by the Administrative Agent), the
Administrative Agent shall have received evidence that (i) all chain-of-title
issues with respect to the Intellectual Property of the Domestic Credit Parties
have been resolved to the satisfaction of the Administrative Agent, (ii) all
third party security interests with respect to the Intellectual Property of the
Domestic Credit Parties have been released of record with the United States
Patent and Trademark Office and the United States Copyright Office to
the extent reasonably required by the Administrative Agent; provided
that any Indebtedness associated with such

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      security
interests shall have been paid in full and terminated on or prior to the Closing
Date and (iii) that the patent/trademark/copyright filings requested by the
Administrative Agent in order to perfect the Administrative Agent’s security
interest in the Intellectual Property have been properly filed.

       

      (b)           OATSystems
Pvt. Ltd.  By December 31, 2009 (or such later date as agreed
to by the Administrative Agent), (i) OATSystems Pvt. shall have been dissolved
and any assets owned by such Subsidiary shall be transferred to a Credit Party
or (ii) the Equity Interests of OATSystems Pvt. Ltd. shall have been pledged to
the Administrative Agent (on terms and conditions acceptable to the
Administrative Agent).

       

      (c)           OAT
System UK Ltd. Within
thirty (30) days after the Closing Date (or such extended period of time as
agreed to by the Administrative Agent), the Administrative Agent shall have
received the stock certificates and related stock powers of OAT System UK Ltd.
required to be pledged pursuant to the Pledge Agreement, in form and substance
satisfactory to the Administrative Agent.

       

      (d)           Foreign
Collateral Documents.

       

      
        	
                (i)

              	
                Foreign
      Pledge Agreements and Foreign Security
      Agreements.  Within thirty (30) days following the
      Closing Date (or such extended period of time as agreed to by the
      Administrative Agent), the Administrative Agent shall have received an
      executed copy of each Foreign Pledge Agreement and Foreign Security
      Agreement (including, without limitation, that certain Deed of Pledge Over
      Participations, by and among Checkpoint Holland Holding B.V., Checkpoint
      Systems España, S.L., the Administrative Agent and the other Secured
      Parties) that is not delivered on or before the Closing Date, together
      with any stock certificates and stock powers related thereto and any
      notification to third-party debtors required pursuant to the Foreign
      Pledge Agreements and Foreign Security Documents and such opinions of
      counsel and other documentation as the Administrative Agent may reasonably
      require, in each case in form and substance reasonably satisfactory to the
      Administrative Agent.

              


      

       

      
        	
                (ii)

              	
                Depository
      Bank Notifications/Acknowledgments.  Within thirty (30)
      days following the Closing Date (or such extended period of time as agreed
      to by the Administrative Agent), the Administrative Agent shall have
      received an executed notification to and, to the extent required by the
      applicable Foreign Pledge Agreements and Foreign Security Agreements,
      acknowledgement from, each depository bank located in Puerto Rico, Germany
      and Hong Kong, in the form and to the extent and as required by the
      applicable Foreign Pledge Agreement and Foreign Security
      Agreements.

              


      

       

      (iii)                      Spain
- Bylaws and Mercantile Registry Registration.  Within seven
(7) days following the Closing Date (or such extended period of time as
agreed to by the Administrative Agent), the Administrative Agent shall have
received evidence that an application has been made to the relevant
Mercantile Registry to register the resolution amending the bylaws of Checkpoint
Systems España, S.L. to regulate the exercise of the rights incorporated
within the Participations (as defined in the Spanish Deed of Pledge over
Participations) by the Pledgees (as defined in the Spanish Deed of
Pledge

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      over
Participations) upon occurrence of an Enforcement Event (as defined in the
Spanish Deed of Pledge over Participations) under the Pledge (as defined in the
Spanish Deed of Pledge over Participations), in form and substance satisfactory
to the Administrative Agent.

       

      (iv)                      Japan.

       

      (A)                      Registry.  Within
ten (10) days following the Closing Date (or such extended period of time as
agreed to by the Administrative Agent), the Administrative Agent shall have
received evidence that the pledge of Equity Interests of the Japanese Borrower
to the Secured Parties is registered in the Japanese Borrower’s shareholders’
registry.

       

      (B)                      Consent
Letters.  Within ten (10) days following the Closing Date (or
such extended period of time as agreed to by the Administrative Agent), the
Administrative Agent shall have received duly executed, certified and notarized
consent letters from the Company and Checkpoint Systems Japan Co., Ltd. relating
to the intercompany loans provided by the Japanese Borrower to the Company and
Checkpoint Systems Japan Co., Ltd., respectively.

       

      (v)           Germany.

       

      (A)                      Account
Pledge Agreements. The Administrative Agent shall have received evidence
that each German Guarantor has undertaken to promptly (unverzüglich)
upon, but in no event later than within five (5) Business Days (or such extended
period of time as agreed to by the Administrative Agent) following, the
execution of the applicable German Security Document (or, in case of any account
opened by any German Guarantor after the date of this Agreement, following the
opening of such new account), notify (Verpfändungsanzeige)
each of the account banks of such pledge.

       

      (B)                      Shareholder’s
Resolution.  Within twenty-one (21) days following the Closing
Date (or such extended period of time as agreed to by the Administrative Agent),
the Administrative Agent shall have received evidence that Checkpoint Systems
Europe GmbH and Checkpoint Systems International GmbH have adopted a
shareholder's resolution pursuant to which the articles of association of such
Subsidiary are changed to the effect that no transfer or other disposal of its
Equity Interests shall require the consent of the shareholders and, without
undue delay thereafter, to make, or procure the making of, all necessary filings
in connection therewith with the commercial register.

       

      (vi)                      Netherlands.

       

      (A)                      Registrations.
Within ten (10) days following the Closing Date (or such extended period of time
as agreed to by the Administrative Agent), the Administrative Agent shall have
received evidence that (1) the pledge of Equity

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Interests
of Checkpoint Systems Benelux B.V. to the Secured Parties is registered in the
shareholders’ register of Checkpoint Systems Benelux B.V., (2) the pledge of
Equity Interests of Kimball Systems B.V. to the Secured Parties is registered in
the shareholders’ register of Kimball Systems B.V. and (3) the pledge of Equity
Interests of Checkpoint Holland Holding B.V. to the Secured Parties is
registered in the shareholders’ register of Checkpoint Holland Holding
B.V.

       

      (B)                      Dutch
Borrower Account.  Within ninety (90) days following the
Closing Date (or such extended period of time as agreed to by the Administrative
Agent), the Dutch Borrower shall have pledged all of its accounts to the
Administrative Agent, for the benefit of the Secured Parties, and shall have
delivered all control agreements, security documents and legal opinions
requested by the Administrative Agent, in each case in form and substance
satisfactory to the Administrative Agent.

       

       

      SECTION
6

      NEGATIVE
COVENANTS

       

      The
Credit Parties covenant and agree that on the Closing Date, and so long as this
Agreement is in effect and until the Commitments have been terminated, no Loans
remain outstanding and all amounts owing hereunder or under any other Credit
Document or in connection herewith or therewith have been paid in full, the
Credit Parties shall not and shall not permit any Subsidiary to:

       

      6.1                      Indebtedness.

       

      At any
time, create, incur, assume or suffer to exist any Indebtedness,
except:

       

      (a)           Indebtedness
represented by the Credit Party Obligations;

       

      (b)           Indebtedness
of the Company and its Subsidiaries owing to the Company or its Subsidiaries;
provided
that (i) the aggregate amount of Indebtedness incurred by any Foreign Credit
Party or their subsidiaries owing to any Domestic Credit Party or their Domestic
Subsidiaries net of any repayments of such Indebtedness shall not exceed (when
taken together with all Additional Permitted Intercompany Transfers) the
Intercompany Asset Sale and Investment Basket and (ii) to the extent such
Indebtedness is owing to the Company, the Dutch Borrower or the Japanese
Borrower, such Indebtedness is evidenced by a promissory note that is pledged to
the Administrative Agent pursuant to the terms of Section 5.12;

       

      (c)           Indebtedness
existing as of the Closing Date and set forth on Schedule
3.1;

       

      (d)           Indebtedness
of the Company and its Subsidiaries incurred after the Closing Date consisting
of Capital Leases or Indebtedness incurred to provide all or a portion of the
purchase price or cost of construction of an asset, in an aggregate principal
amount not to exceed $25,000,000 at any time; provided
that (i) such Indebtedness when incurred shall not exceed the

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      purchase
price or cost of construction of such asset and (ii) no such Indebtedness
shall be refinanced for a principal amount in excess of the principal balance
outstanding thereon at the time of such refinancing;

       

      (e)           Indebtedness
of a Person existing at the time such Person becomes a Subsidiary of a Credit
Party in a transaction permitted hereunder in an aggregate principal amount not
to exceed $250,000 for all such Persons; provided
that any such Indebtedness was not created in anticipation of or in connection
with the transaction or series of transactions pursuant to which such Person
became a Subsidiary of a Credit Party;

       

      (f)           Indebtedness
and obligations owing under Secured Hedging Agreements entered into in order to
manage existing or anticipated interest rate or exchange rate risks and not for
speculative purposes;

       

      (g)           (i) Guaranty
Obligations in respect of Indebtedness of a Credit Party to the extent such
Indebtedness is permitted to exist or be incurred pursuant to this Section,
(ii) Guarantee Obligations incurred in the ordinary course of business by
the Company or any of its Subsidiaries of obligations of any wholly-owned
Subsidiary with respect to:  (A) real estate lease payments and
(B) payments to vendors for products for resale; provided
that the amount of such payments guaranteed shall not exceed $15,000,000 in the
aggregate at any time outstanding, and (iii) Guarantee Obligations incurred
in the ordinary course of business by the Company of obligations of any
wholly-owned Foreign Subsidiary with respect to payments to third parties
incurred in connection with establishing, maintaining and operating an
international cash pooling system among the Company’s wholly-owned Foreign
Subsidiaries to meet requirements of intraday and overdraft limits and
concentration of cash balances to facilitate cash management among such Foreign
Subsidiaries; provided
that the aggregate amount of such payments guaranteed shall not exceed
$20,000,000 in the aggregate at any time outstanding; and

       

      (h)           other
Indebtedness (not otherwise addressed by the limitations set forth in
subsections (a)-(g)) of the Company and its Subsidiaries in an aggregate amount
not to exceed $35,000,000.

       

      6.2                      Liens.

       

      Contract,
create, incur, assume or permit to exist any Lien with respect to any of its
property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or hereafter acquired, except for Permitted
Liens.  Notwithstanding the foregoing, if a Credit Party shall grant a
Lien on any of its assets in violation of this Section, then it shall be deemed
to have simultaneously granted an equal and ratable Lien on any such assets in
favor of the Administrative Agent for the ratable benefit of the Secured Parties
with respect to the Credit Party Obligations or the Foreign Obligations, as
applicable, to the extent such Lien has not already been granted to the
Administrative Agent.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.3                      Nature
of Business.

       

      Enter
into any business, either directly or through any Subsidiary, except for those
businesses in which the Company and its Subsidiaries are engaged on the Closing
Date or that are reasonably related thereto.

       

      6.4                      Mergers
and Sale of Assets.

       

      (a)           Dissolve,
liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of
its property or assets or agree to do so at a future time; provided
that the following, without duplication, shall be expressly
permitted:

       

      (i)           the
sale, transfer, lease or other disposition of inventory and materials in the
ordinary course of business;

       

      (ii)                      the
conversion of cash into Cash Equivalents and Cash Equivalents into
cash;

       

      (iii)                      (A) the
disposition of property or assets as a direct result of a Recovery Event or
(B) the sale, lease, transfer or other disposition of machinery, parts and
equipment no longer used or useful in the conduct of the business of the Company
or any of its Subsidiaries, so long as the net proceeds therefrom are used to
replace such machinery, parts and equipment or to purchase or otherwise acquire
new assets or property within 180 days of receipt of the net
proceeds;

       

      (iv)                      the
sale, lease or transfer of property or assets (A) from Credit Parties and/or
their direct or indirect subsidiaries to Domestic Credit Parties, (B) from
Foreign Subsidiaries that are not Credit Parties to Credit Parties and/or their
subsidiaries, (C) from Foreign Credit Parties (other than from any Hong
Kong Guarantor, any German Guarantor or any Cayman Guarantor) to other Foreign
Credit Parties, (D) from Domestic Subsidiaries that are not Credit Parties to
Domestic Subsidiaries that are not Credit Parties, (E) from any Hong Kong
Guarantor to any Hong Kong Guarantor, (F) from any German Guarantor to any
German Guarantor, (G) from any Cayman Guarantor to any Cayman Guarantor and (H)
from the Dutch Borrower to other Foreign Credit Parties to the extent such
transfer is made pursuant to an Investment permitted under Section 6.5(a) and
evidenced by a promissory note that is pledged to the Administrative Agent
pursuant to the terms of Section 5.12;

       

      (v)           the
sale or transfer, by Checkpoint Systems, Inc., of the equity interests in
Checkpoint do Brasil Ltda, Checkpoint Systems, S.A., Checkpoint Systems
(Aust/NZ) Pty Ltd. and/or Checkpoint de Mexico, S.A. de C.V. to CP International
Systems C.V.;

       

      (vi)                      the
sale, lease or transfer of Intellectual Property of OATSystems, Inc. to
Checkpoint Caribbean Ltd. in the ordinary course of business;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (vii)                      intercompany
transfers not otherwise permitted pursuant to this Section 6.4(a) (“Additional
Permitted Intercompany Transfers”) so long as the fair market value of
such transfers made pursuant to this clause (vii) (taken together with all
Additional Permitted Intercompany Loans) shall not exceed the Intercompany Asset
Sale and Investment Basket;

       

      (viii)                      the
sale, lease or transfer of other property or assets; provided
that (A) the fair market value of such property or assets shall not exceed ten
percent (10%) of Consolidated Tangible Assets (determined at the time of such
sale, lease or transfer based on the immediately preceding four consecutive
fiscal quarters of the Company) in the aggregate in any fiscal year and (B) any
sale, lease or transfer of any division, line of business or other asset or
property (excluding receivables that are transferred pursuant to a factoring
arrangement) that has readily attributable Consolidated EBITDA shall not account
for more than 10% of Consolidated EBITDA for the immediately preceding four (4)
consecutive fiscal quarters of the Company;

       

      (ix)                      the
dissolution of OATSystems Pvt. Ltd.; provided
that any assets owned by such Subsidiary shall be transferred to a Credit
Party;

       

      (x)           purchases
or sales of shares of money market mutual or similar funds in the ordinary
course of business relating to the German Retirement Deposit Account and the
German Retirement Securities Deposit Account;

       

      provided,
that, in the case of clauses (i), (ii), (iii) and (viii) above, at least 75% of
the consideration received therefor by the Company or any such Subsidiary is in
the form of cash or Cash Equivalents; provided,
further,
that, notwithstanding the foregoing, up to $10,000,000 of the aggregate
consideration received therefor in any fiscal year in connection with all such
sales, leases or transfers of property or assets may be in the form of non-cash
assets; or

       

      (b)           (i) purchase,
lease or otherwise acquire (in a single transaction or a series of related
transactions) the property or assets of any Person (other than purchases or
other acquisitions of inventory, materials, property and equipment in the
ordinary course of business, except as otherwise limited or prohibited herein)
or (ii) enter into any transaction of merger or consolidation, except for
(A) investments or acquisitions permitted pursuant to Section 6.5, and
(B) (x) the merger or consolidation of a Subsidiary that is not a Credit
Party with and into a Credit Party; provided
that such Credit Party will be the surviving entity and (y) the merger or
consolidation of a Credit Party with and into a Domestic Credit Party; provided
that if a Borrower is a party thereto, such Borrower will be the surviving
corporation and (z) the merger or consolidation of a Foreign Credit Party with
and into a Foreign Credit Party; provided
that if a Borrower is a party thereto, such Borrower will be the surviving
corporation and (C) the merger or consolidation of a Subsidiary that is not
a Credit Party with and into another Subsidiary that is not a Credit
Party.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.5                      Advances,
Investments and Loans.

       

      At any
time make or permit to remain outstanding any loan or advance to, or guarantee,
endorse or otherwise be or become contingently liable, directly or indirectly,
in connection with the obligations, stock or dividends of, or own, purchase or
acquire any stock, obligations or Securities of, or any other interest in, or
make any capital contribution to (collectively, “Investments”),
any Person, except that (each of the following, collectively, “Permitted
Investments”):

       

      (a)           the
Company and its Subsidiaries may  make intercompany loans and
investments; provided
that, any intercompany loans (net of any repayment of such intercompany loans)
and investments from Domestic Credit Parties or their Domestic Subsidiaries to
Foreign Credit Parties or their subsidiaries (any such intercompany loans or
investments, “Additional
Permitted Intercompany Loans”) shall not exceed (when taken together with
all Additional Permitted Intercompany Transfers) the Intercompany Asset Sale and
Investment Basket;

       

      (b)           the
Company and any Subsidiary may make Permitted Acquisitions;

       

      (c)           the
Company and its Subsidiaries may own, purchase or acquire cash and Cash
Equivalents;

       

      (d)           the
Company and its Subsidiaries may make loans and advances to employees (other
than any officer or director) of the Company or its Subsidiaries in an aggregate
amount not to exceed $2,000,000 at any time outstanding;

       

      (e)           Investments
existing as of the Closing Date and set forth on Schedule 6.5;

       

      (f)           Investments
by the Company in Checkpoint de Mexico, S.A. de C.V., Checkpoint Systems, S.A.
and/or Checkpoint do Brasil Ltda. in an aggregate amount not to exceed the
corresponding intercompany Indebtedness amount set forth on Schedule
6.5; and

       

      (g)           the
Company and its Subsidiaries may make or permit to remain outstanding any
Investment in any other Person, which is not otherwise included in the foregoing
clauses (a) through (e), inclusive; provided that
the aggregate of such Investments shall not, at any time, exceed $25,000,000;
provided
further
to the extent such Investment is an acquisition of the assets or a majority of
the Voting Stock or economic interests of a Person or any division, line of
business or other business unit of a Person, such acquisition shall meet the
requirements set forth in the definition of Permitted Acquisition in Section
1.1.

       

      Investments
shall be valued at cost, less any return of capital thereon.

       

      6.6                      Transactions
with Affiliates.

       

      Enter
into directly or indirectly any Material transaction or Material group of
related transactions (including, without limitation, the purchase, lease, sale
or exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Company or another

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Subsidiary),
except (a) pursuant to the reasonable requirements of the Company’s or such
Subsidiary’s business and upon fair and reasonable terms no less favorable to
the Company or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a Person not an Affiliate and (b) to the extent
such transaction is not otherwise prohibited under this Agreement.

       

      6.7                      Fiscal
Year; Organizational Documents; Material Contracts.

       

      No Credit
Party will, nor will it permit any of its Subsidiaries to, (a) change its
fiscal year, (b) amend, modify or change its articles of incorporation,
certificate of designation (or corporate charter or other similar organizational
document) operating agreement or bylaws (or other similar document) in any
respect materially adverse to the interests of the Lenders without the prior
written consent of the Required Lenders.  No Credit Party shall (a)
(i) except as permitted under Section 6.4, alter its legal existence
or, in one transaction or a series of transactions, merge into or consolidate
with any other entity, or sell all or substantially all of its assets,
(ii) change its state of incorporation or organization, without providing
thirty (30) days prior written notice to the Administrative Agent and without
filing (or confirming that the Administrative Agent has filed) such financing
statements and amendments to any previously filed financing statements as the
Administrative Agent may require, or (iii) change its registered legal
name, without providing thirty (30) days prior written notice to the
Administrative Agent and without filing (or confirming that the Administrative
Agent has filed) such financing statements and amendments to any previously
filed financing statements as the Administrative Agent may require,
(b) amend, modify, cancel or terminate or fail to renew or extend or permit
the amendment, modification, cancellation or termination of any of its Material
Contracts in any respect materially adverse to the interests of the Lenders
without the prior written consent of the Required Lenders, (c) have more than
one state of incorporation, organization or formation or (d) change its
accounting method (except in accordance with GAAP) in any manner adverse to the
interests of the Lenders without the prior written consent of the Required
Lenders.

       

      6.8                      Limitation
on Restricted Actions.

       

      Directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Person to (a) pay
dividends or make any other distributions to the Company on its Equity Interests
or with respect to any other interest or participation in, or measured by, its
profits, (b) pay any Indebtedness or other obligation owed to the Company,
(c) make loans or advances to the Company, (d) sell, lease or transfer
any of its properties or assets to the Company, or (e) act as a guarantor
and pledge its assets pursuant to the Credit Documents or any renewals,
refinancings, exchanges, refundings or extension thereof, except (in respect of
any of the matters referred to in clauses (a)-(d) above) for such encumbrances
or restrictions existing under or by reason of (i) this Agreement and the
other Credit Documents, (ii) applicable law or (iii) any Permitted
Lien or any document or instrument governing any Permitted Lien; provided
that any such restriction contained therein relates only to the asset or assets
subject to such Permitted Lien.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.9                      Restricted
Payments.

       

      Directly
or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except (a) to make dividends payable solely in the same
class of Equity Interests of such Person, (b) any Subsidiary may make dividends
or other distributions payable to the Company (directly or indirectly through
Subsidiaries), (c) any Foreign Subsidiary may make dividends or other
distributions payable to the Company, the Dutch Borrower, Checkpoint Systems
Europe GmbH or Checkpoint Systems Holding GmbH (directly or indirectly through
Subsidiaries), (d) each of Checkpoint Systems Europe GmbH and/or Checkpoint
Systems Holding GmbH may make compensatory payments to their respective
Subsidiaries if and to the extent required under any domination and/or profit
and loss pooling agreement (Beherrschungs-
und/oder Ergebnisabfuhrungsvertrag) with such Subsidiary and (e) the
Company may make other Restricted Payments so long as, after giving effect
thereto (i) on a Pro Forma Basis, no Default or Event of Default shall then
exist or would exist after giving effect thereto, (ii) the Credit Parties
certify to the Administrative Agent and the Lenders that the Credit Parties will
be in compliance on a Pro Forma Basis with all of the terms and provisions of
the financial covenants set forth in Section 5.9, (iii) immediately after
the making of such Restricted Payment (A) the Credit Parties shall have at least
$50,000,000 (or the Foreign Currency Equivalent thereof) of cash on deposit in
readily available funds (without causing any adverse tax consequences) and/or
the ability to borrow under this Agreement without causing a violation of any
covenant and (B) the Borrowers (in the aggregate) shall have the ability (but
shall not be required) to borrow at least $20,000,000 (or the Foreign Currency
Equivalent thereof) under this Agreement without causing a Default or Event of
Default and (iv) after giving effect to such Restricted Payment, the Leverage
Ratio shall be less than 2.00 to 1.0 on a Pro Forma Basis.

       

      6.10                      Sale
Leasebacks.

       

      Directly
or indirectly, become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an operating lease or a Capital Lease, of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired, (a) which the Company has sold or transferred or is to sell or
transfer or (b) which the Company intends to use for substantially the same
purpose as any other property which has been sold or is to be sold or
transferred by the Company in connection with such
lease.  Notwithstanding the foregoing provisions of this Section, the
Company may become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an operating lease or a Capital Lease, of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired, owned and sold or transferred by it as described in the preceding
sentence provided
that the aggregate current market value of all property so sold or transferred
(in each case determined at the time of such sale or transfer) shall not at any
time exceed $25,000,000.

       

      6.11                      No
Further Negative Pledges.

       

      Enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired, or requiring the grant of any
security for such obligation if security is given for some other obligation,
except (a) pursuant to this Agreement and the other Credit

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Documents
and (b) in connection with any Permitted Lien or any document or instrument
governing any Permitted Lien, provided
that any such restriction contained therein relates only to the asset or assets
subject to such Permitted Lien.

       

       

      6.12                      Ownership
of Subsidiaries; Restrictions.

       

      The
Credit Parties will not, nor will they permit any Subsidiary to, create, form or
acquire any Subsidiaries, except for Domestic Subsidiaries and Material Foreign
Subsidiaries that are joined as Additional Credit Parties as required by the
terms hereof.  The Credit Parties will not sell, transfer, pledge or
otherwise dispose of any Equity Interest or other equity interests in any of
their Subsidiaries, nor will they permit any of their Subsidiaries to issue,
sell, transfer, pledge or otherwise dispose of any of their Equity Interest or
other equity interests, except in a transaction permitted by
Section 6.4.

       

      6.13                      Account
Control Agreements; Additional Bank Accounts.

       

      Set forth
on Schedule 3.25(e)
is a complete and accurate list of all checking, savings or other accounts
(including securities accounts) of the Domestic Credit Parties, the Hong Kong
Guarantors, the German Guarantors, the Cayman Guarantors and the Company at any
bank or other financial institution, or any other account where money is or may
be deposited or maintained with any Person as of the Closing Date or as updated
in accordance with Section 5.2(c).  Each of the Domestic Credit
Parties, the Hong Kong Guarantors, the German Guarantors, the Cayman Guarantors
and, subject to Section 5.15(d)(vi)(B), the Dutch Borrower, will not open,
maintain or otherwise have any checking, savings or other accounts (including
securities accounts) at any bank or other financial institution, or any other
account where money is or may be deposited or maintained with any Person, other
than (a) deposit accounts that are subject to a Deposit Account Control
Agreement or other security agreement satisfactory to the Administrative Agent,
(b) securities accounts that are subject to a Securities Account Control
Agreement or other security agreement satisfactory to the Administrative Agent,
(c) other deposit accounts established solely as payroll and other zero
balance accounts, (d) the German Retirement Deposit Accounts and the German
Retirement Securities Deposit Account and (e) deposit accounts, so long as
at any time the balance in any such account does not exceed $250,000 and the
aggregate balance in all such accounts does not exceed $1,000,000.

       

       

      SECTION
7

      EVENTS
OF DEFAULT

       

      7.1                      Events
of Default.

       

      An Event
of Default shall exist upon the occurrence of any of the following specified
events (each an “Event
of Default”):

       

      (a)           Payment.
The Borrowers shall fail to pay any principal on any Loan when due in accordance
with the terms hereof; or the Company shall fail to reimburse the Issuing Lender
for any L/C Obligations when due in accordance with the terms hereof; or the
Borrowers shall fail to

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      pay any
interest on any Loan or any Fee or other amount payable hereunder when due in
accordance with the terms hereof and such failure shall continue unremedied for
three (3) Business Days (or any Domestic Guarantor or Foreign Guarantor shall
fail to pay on the Guaranty) in respect of any of the foregoing or in respect of
any other Guaranty Obligations thereunder within the aforesaid period of time);
or

       

      (b)           Misrepresentation.
Any representation or warranty made or deemed made herein, in the Security
Documents or in any of the other Credit Documents or which is contained in any
certificate, document or financial or other statement furnished at any time
under or in connection with this Agreement shall prove to have been incorrect,
false or misleading in any material respect on or as of the date made or deemed
made; or

       

      (c)           Covenant
Default.

       

      (i)            Any
Credit Party shall fail to perform, comply with or observe any term, covenant or
agreement applicable to it contained in Sections 5.3(a), 5.4, 5.7, 5.9 or 5.15
or in Section 6; or

       

      (ii)                       any
Credit Party shall fail to perform, comply with or observe any covenant or
agreement contained in Section 5.1 and such failure shall continue
unremedied for a period of five Business Days; or

       

      (iii)                       any
Credit Party shall fail to comply with any other covenant contained in this
Agreement or the other Credit Documents or any other agreement, document or
instrument among any Credit Party, the Administrative Agent and the Lenders or
executed by any Credit Party in favor of the Administrative Agent or the Lenders
(other than as described in Sections 7.1(a), 7.1(b), 7.1(c)(i) or 7.1(c)(ii)
above), and in the event such breach or failure to comply is capable of cure, is
not cured within thirty (30) days of the date on which such Credit Party shall
have obtained knowledge of its occurrence, by notice from the Agent or any
Lender, or otherwise; or

       

      (d)           Indebtedness
Cross-Default. Any Credit Party or any Material Subsidiary shall
(i) default in any payment of principal of or interest on any Indebtedness
(other than the Loans, Reimbursement Obligations and the Guaranties hereunder)
in a principal amount outstanding of at least $5,000,000 in the aggregate for
the Credit Parties and their Subsidiaries beyond the period of grace (not to
exceed thirty (30) days), if any, provided in the instrument or agreement
under which such Indebtedness was created or (ii) default in the observance
or performance of any other agreement or condition relating to any Indebtedness
(other than the Loans, Reimbursement Obligations and the Guaranties
hereunder)  in a principal amount outstanding of at least
$5,000,000 in
the aggregate for the Credit Parties or their Subsidiaries or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to become
due

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      prior to
its stated maturity or (iii) any Credit Party or any of its Subsidiaries shall
breach or default any payment obligation under any Secured Hedging Agreement;
or

       

      (e)           Bankruptcy
Default.  (i) Any Credit Party or any Material Subsidiary
shall commence any case, proceeding or other action (A) under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or any Credit Party or any Material Subsidiary shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Credit Party or any Material Subsidiary any case,
proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of sixty (60) days; or (iii) there shall be
commenced against any Credit Party or any Material Subsidiary any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) any Credit Party or any
Material Subsidiary shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in
clauses (i), (ii), or (iii) above; or (v) any Credit Party or any Material
Subsidiary shall generally not, or shall be unable to, or shall admit in writing
its inability to, pay its debts as they become due; or

       

      (f)           Judgment
Default.  (i) One or more judgments or decrees shall be entered
against any Credit Party or any Material Subsidiary involving in the aggregate a
liability (to the extent not paid when due or covered by insurance) of
$5,000,000 or more and all such judgments or decrees shall not have been paid
and satisfied, vacated, discharged, stayed or bonded pending appeal within 30
days from the entry thereof or (ii) any injunction temporary restraining order
or similar decree shall be issued against a Credit Party or any of its
Subsidiaries that, individually or in the aggregate, could result in a Material
Adverse Effect; or

       

      (g)           ERISA
Default.  The occurrence of any of the following (i) Any
Person shall engage in any non-exempt “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any failure to contribute when due the minimum required contribution
(as defined in Section 430(a) of the Code) to any Single Employer Plan
maintained by any Credit Party or any ERISA Affiliate or (iii) any Lien in favor
of the PBGC or a Single Employer Plan (other than a Permitted Lien) shall arise
on the assets of any Credit Party or any ERISA Affiliate, (iv) a Reportable
Event shall occur with respect to, or proceedings under Title IV of ERISA shall
commence to have a trustee appointed, or a trustee shall be appointed under
Title IV of ERISA, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (v) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, or
(vi) any Credit Party or any ERISA Affiliate shall incur any liability
in

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      connection
with a withdrawal from, or the Insolvency or Reorganization of, any
Multiemployer Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or conditions, if
any, would reasonably be expected to have a Material Adverse Effect;
or

       

      (h)           Change
of Control. There shall occur a Change of Control; or

       

      (i)           Invalidity
of Guaranty.   At any time after the execution and
delivery thereof, the Guaranty, for any reason other than the satisfaction in
full of all Credit Party Obligations, shall cease to be in full force and effect
(other than in accordance with its terms) or shall be declared to be null and
void, or any Credit Party shall contest the validity, enforceability, perfection
or priority of the Guaranty, any Credit Document, or any Lien granted thereunder
in writing or deny in writing that it has any further liability, including with
respect to future advances by the Lenders, under any Credit Document to which it
is a party; or

       

      (j)           Invalidity
of Credit Documents.  Any Credit Document shall fail to be in
full force and effect or to give the Administrative Agent and/or the Lenders the
security interests, liens, rights, powers, priority and privileges purported to
be created thereby (except as such documents may be terminated or no longer in
force and effect in accordance with the terms thereof, other than those
indemnities and provisions which by their terms shall survive) or any Lien shall
fail to be a first priority, perfected Lien on a material portion of the
Collateral; or

       

      (k)           Subordinated
Indebtedness.  Any default (which is not waived or cured within
the applicable period of grace) or event of default shall occur under any
Subordinated Indebtedness or the subordination provisions contained therein
shall cease to be in full force and effect or shall cease to give the Lenders
the rights, powers and privileges purported to be created thereby;
or

       

      (l)           Uninsured
Loss.  Any uninsured damage to or loss, theft or destruction of
any assets constituting Collateral of the Credit Parties or any of their
Subsidiaries shall occur that is in excess of $5,000,000.

       

      Once a
Default occurs under the Credit Documents, then such Default will continue to
exist until it either is cured (to the extent specifically permitted) in
accordance with the Credit Documents or is otherwise expressly waived by
Administrative Agent (with the approval of requisite Lenders (in their sole and
absolute discretion) as determined in accordance with Section 10.1); and
once an Event of Default occurs under the Credit Documents, then such Event of
Default will continue to exist until it is expressly waived by Administrative
Agent with the approval of the requisite Lenders, as required hereunder (in
their sole and absolute discretion) in Section 9.1.

       

      7.2                      Acceleration;
Remedies.

       

      Upon the
occurrence and during the continuance of an Event of Default, then, and in any
such event, (a) if such event is a Bankruptcy Event, automatically the
Commitments shall immediately terminate and the Loans (with accrued interest
thereon), and all other amounts owing under the Credit Documents (including,
without limitation, the maximum amount of all

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       contingent
liabilities under Letters of Credit) shall immediately become due and payable,
and (b) if such event is any other Event of Default, any or all of the
following actions may be taken:  (i) with the written consent of
the Required Lenders, the Administrative Agent may, or upon the written request
of the Required Lenders, the Administrative Agent shall, declare the Commitments
to be terminated forthwith, whereupon the Commitments shall immediately
terminate; (ii) the Administrative Agent may, or upon the written request
of the Required Lenders, the Administrative Agent shall, declare the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the Notes to be due and payable forthwith and direct the Borrowers to pay to the
Administrative Agent cash collateral as security for the L/C Obligations for
subsequent drawings under then outstanding Letters of Credit an amount equal to
the maximum amount of which may be drawn under Letters of Credit then
outstanding, whereupon the same shall immediately become due and payable; and/or
(iii) with the written consent of the Required Lenders, the Administrative
Agent may, or upon the written request of the Required Lenders, the
Administrative Agent shall, exercise such other rights and remedies as provided
under the Credit Documents and under applicable law.

       

       

      SECTION
8

      AGENCY
PROVISIONS

       

      8.1                      Appointment
and Authority.

       

      (a)           Each
of the Lenders and the Issuing Lender hereby irrevocably appoints Wachovia to
act on its behalf as the Administrative Agent hereunder and under the other
Credit Documents and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto, including without limitation those under
Article 2328-1 of the French Code
civil.  The provisions of this Section are solely for the
benefit of the Administrative Agent, the Lenders and the Issuing Lender, and no
Borrower nor any other Credit Party shall have rights as a third party
beneficiary of any of such provisions.

       

      (b)           Each
of the Lenders appoints the Administrative Agent to act as its agent and
attorney (Stellvertreter)
under and in connection with the Security Documents, including, for the
avoidance of doubt, any changes, amendments or restatements of the Security
Documents.  Each Lender hereby relieves the Administrative Agent from
the restrictions pursuant to section 181 Civil Code (Bürgerliches
Gesetzbuch) and similar restrictions applicable to it pursuant to any
other applicable law, in each case to the extent legally possible to such
Lender.  A Lender which is barred by its constitutional documents or
by-laws from granting such exemption shall notify the Administrative Agent
accordingly.

       

      8.2                      Nature
of Duties.

       

      Anything
herein to the contrary notwithstanding, none of the bookrunners, arrangers or
other agents listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Credit Documents,
except in its capacity, as applicable,

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      as the
Administrative Agent, a Lender, the Swingline Lender or the Issuing Lender
hereunder.  Without limiting the foregoing, none of the Lenders or
other Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender.  Each Lender acknowledges that it has
not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

       

      The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Credit Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Section shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

       

      8.3                      Exculpatory
Provisions.

       

      The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Credit Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:

       

      (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

       

      (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Credit Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Credit Documents); provided
that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent
to liability or that is contrary to any Credit Document or applicable law;
and

       

      (c)           shall
not, except as expressly set forth herein and in the other Credit Documents,
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to any Credit Party or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

       

      The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.1 and 7.2) or (ii) in the
absence of its own gross negligence or willful misconduct.

       

      The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       Agreement
or any other Credit Document, (ii) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Credit Document or any other
agreement, instrument or document or (v) the satisfaction of any condition
set forth in Section 4 or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Administrative
Agent.

       

      8.4                      Reliance
by Administrative Agent.

       

      The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the Issuing Lender unless the Administrative Agent shall have received
notice to the contrary from such Lender or the Issuing Lender prior to the
making of such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

       

      8.5                      Notice
of Default.

       

      The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received written notice from a Lender or the Company
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default”.  In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders.  The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders; provided,
however,
that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the Lenders
except to the extent that this Agreement expressly requires that such action be
taken, or not taken, only with the consent or upon the authorization of the
Required Lenders, or all of the Lenders, as the case may be.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      8.6                      Non-Reliance
on Administrative Agent and Other Lenders.

       

      Each
Lender and the Issuing Lender expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representation or warranty to it
and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of any Credit Party, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any
Lender.  Each Lender and the Issuing Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender and the Issuing
Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Credit Document or any related
agreement or any document furnished hereunder or thereunder.

       

      8.7                      Indemnification.

       

      The
Lenders agree to indemnify the Administrative Agent, the Issuing Lender, and the
Swingline Lender in its capacity hereunder and their Affiliates and their
respective officers, directors, agents and employees (to the extent not
reimbursed by the Credit Parties and without limiting the obligation of the
Credit Parties to do so), ratably according to their respective Ratable Shares
in effect on the date on which indemnification is sought under this Section,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, reasonable costs, reasonable expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Credit Party Obligations)
be imposed on, incurred by or asserted against any such indemnitee in any way
relating to or arising out of any Credit Document or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by any such indemnitee under or in
connection with any of the foregoing; provided,
however,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting from such indemnitee’s
gross negligence or willful misconduct, as determined by a court of competent
jurisdiction.  The agreements in this Section shall survive the
termination of this Agreement and payment of the Notes, any Reimbursement
Obligation and all other amounts payable hereunder.

       

      8.8                      Administrative
Agent in Its Individual Capacity.

       

      The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      capacity
for and generally engage in any kind of business with the Credit Parties or any
Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.

       

      8.9                      Successor
Administrative Agent.

       

      The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the Issuing Lender and the Company.  Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with the Company, to appoint a successor, or an Affiliate of any
such bank.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Lenders and the
Issuing Lender, appoint a successor Administrative Agent meeting the
qualifications set forth above provided that if the Administrative Agent shall
notify the Company and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (a) the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other
Credit Documents (except that in the case of any Collateral held by the
Administrative Agent on behalf of the Lenders or the Issuing Lender under any of
the Credit Documents, the retiring Administrative Agent shall continue to hold
such Collateral until such time as a successor Administrative Agent is
appointed) and (b) all payments, communications and determinations provided
to be made by, to or through the Administrative Agent shall instead be made by
or to each Lender and the Issuing Lender directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this paragraph.  Upon the acceptance of a successor’s appointment
as Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Credit Documents (if not already discharged therefrom as provided above in this
paragraph).  The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor.  After
the retiring Administrative Agent’s resignation hereunder and under the other
Credit Documents, the provisions of this Section and Section 10.5 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.  Each Credit Party, at its own
cost, must take any action and enter into and deliver any document which is
required by the new Administrative Agent to ensure that each Security Documents
provides for effective and perfected security interests in favor of such new
Administrative Agent.

       

      8.10                      Collateral
and Guaranty Matters.

       

      (a)           The
Lenders irrevocably authorize and direct the Administrative Agent:

       

      (i)           to
release any Lien on any Collateral granted to or held by the Administrative
Agent under any Credit Document (A) upon termination of the

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       Commitments
and payment in full of all Credit Party Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters of
Credit, (B) that is transferred or to be transferred as part of, or in
connection with, any sale or other disposition permitted under Section 6.4,
(C) subject to Section 10.1, if approved, authorized or ratified in
writing by the Required Lenders or (D) if otherwise required or permitted under
any Credit Document;

       

      (ii)                       to
subordinate any Lien on any Collateral granted to or held by the Administrative
Agent under any Credit Document to the holder of any Lien on such Collateral
that is permitted by Section 6.2; and

       

      (iii)                       to
release any Guarantor from its obligations under the applicable Guaranty if such
Person ceases to be a Guarantor as a result of a transaction permitted
hereunder.

       

      (b)           In
connection with a termination or release pursuant to this Section, the
Administrative Agent shall promptly execute and deliver to the applicable Credit
Party, at the Borrowers’ expense, all documents that the applicable Credit Party
shall reasonably request to evidence such termination or
release.  Upon request by the Administrative Agent at any time, the
Required Lenders will confirm in writing the Administrative Agent’s authority to
release or subordinate its interest in particular types or items of Collateral,
or to release any Guarantor from its obligations under the Guaranty pursuant to
this Section.

       

      8.11                      Secured
Hedging Agreements.

       

      No
Hedging Agreement Provider that obtains the benefits of Sections 2.11 and 7.2,
any Guaranty or any Collateral by virtue of the provisions hereof or of any
Guaranty or any Collateral Document shall have any right to notice of any action
or to consent to, direct or object to any action hereunder or under any other
Credit Document or otherwise in respect of the Collateral (including the release
or impairment of any Collateral) other than in its capacity as a Lender and, in
such case, only to the extent expressly provided in the Credit
Documents.  The Administrative Agent shall not be required to verify
the payment of, or that other satisfactory arrangements have been made with
respect to, Credit Party Obligations arising under Secured Hedging Agreements
unless the Administrative Agent has received written notice of such Credit Party
Obligations, together with such supporting documentation as the Administrative
Agent may request, from the applicable Hedging Agreement Provider.

       

       

      SECTION
9

      GUARANTY

       

      9.1                      The
Guaranty.

       

      (a)           Each
of the Domestic Guarantors hereby jointly and severally guarantees to each
Secured Party, as primary obligor and not as surety, the prompt payment of the
Credit Party Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      acceleration,
as a mandatory cash collateralization or otherwise) strictly in accordance with
the terms thereof.  The Domestic Guarantors hereby further agree that
if any of the Credit Party Obligations are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise), the Domestic Guarantors will, jointly and
severally, promptly pay the same, without any demand or notice whatsoever, and
that in the case of any extension of time of payment or renewal of any of the
Credit Party Obligations, the same will be promptly paid in full when due
(whether at extended maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash collateralization or otherwise) in accordance with the terms of
such extension or renewal.

       

      (b)           Each
of the Foreign Guarantors hereby jointly and severally guarantees to each
Secured Party, as primary obligor and not as surety, the prompt payment of the
Foreign Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof.  Each of the Foreign
Guarantors hereby further agrees that if any of such obligations are not paid in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the Foreign
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of such obligations, the same will be promptly paid in
full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance
with the terms of such extension or renewal.  Notwithstanding the
foregoing, a Foreign Guarantor shall not be required to guarantee any Foreign
Obligation if, in the good faith judgment of the Company, doing so would give
rise to an adverse tax consequence under Section 956 of the Code.

       

      (c)           Notwithstanding
any provision to the contrary contained herein or in any other of the Credit
Documents, the obligations of each Guarantor (in its capacity as such) under
this Agreement and the other Credit Documents shall be limited to an aggregate
amount equal to the largest amount that would not render such obligations
subject to avoidance under the Debtor Relief Laws or any comparable provisions
of any applicable Law.

       

      9.2                      Obligations
Unconditional.

       

      (a)           The
obligations of the Domestic Guarantors under Section 9.1 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents, or any
other agreement or instrument referred to therein, or any substitution,
compromise, release, impairment or exchange of any other guarantee of or
security for any of the Credit Party Obligations, and, to the fullest extent
permitted by applicable Law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section that the obligations of
the Domestic Guarantors hereunder shall be absolute and unconditional under any
and all circumstances.  Each of the Domestic Guarantors agrees that
such Guarantor shall have no right of subrogation, indemnity, reimbursement or
contribution against the Borrowers or any other Guarantor for amounts paid under
this Section until such time as the Credit Party Obligations have been
irrevocably paid in full and the commitments relating thereto have expired or
terminated.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)           The
obligations of the Foreign Guarantors under Section 9.1 are joint and several,
absolute and unconditional, irrespective of the value, genuineness, validity,
regularity or enforceability of any of the Credit Documents, or any other
agreement or instrument referred to therein, or any substitution, compromise,
release, impairment or exchange of any other guarantee of or security for any of
the Foreign Obligations, and, to the fullest extent permitted by applicable Law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section that the obligations of the Foreign
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances.  Each of the Foreign Guarantors agrees that such
Foreign Guarantor shall have no right of subrogation (or shall not exercise any
right of subrogation to which it may be entitled), indemnity, reimbursement or
contribution (or shall not exercise any right of indemnity or contribution to
which it may be entitled) against the Foreign Borrowers or any other Foreign
Guarantor for amounts paid under this Section until such time as the Foreign
Obligations have been irrevocably paid in full and the commitments relating
thereto have expired or terminated.

       

      (c)           No
Guarantor (i) will claim, rank, prove or vote as a creditor of any Credit Party
or its estate in competition with any Secured Party (or any trustee or agent on
its behalf) or (ii) except as expressly permitted under this Agreement, receive,
claim or have the benefit of any payment, distribution or security from or on
account of any Credit Party, or exercise any right of set-off against any Credit
Party; provided,
that, any payment, distribution, receivable or claim permitted under this
Agreement between any two German Guarantors may, in particular within the
context of the cash pooling system operated by the German Guarantors and/ or
with regard to any Enterprise Agreement, be set-off, netted or entered into a
current account as between such German Guarantors.

       

      (d)           Without
limiting the generality of the foregoing subsections (a) and (b), it is agreed
that, to the fullest extent permitted by Law, the occurrence of any one or more
of the following shall not alter or impair the liability of any Guarantor
hereunder, which shall remain absolute and unconditional as described
above:

       

      (i)           at
any time or from time to time, without notice to any Guarantor, the time for any
performance of or compliance with any of the Credit Party Obligations shall be
extended, or such performance or compliance shall be waived;

       

      (ii)                      the
maturity of any of the Credit Party Obligations shall be accelerated, or any of
the Credit Party Obligations shall be modified, supplemented or amended in any
respect, or any right under any of the Credit Documents or any other guarantee
of any of the Credit Party Obligations or any security therefor shall be
released, impaired or exchanged in whole or in part or otherwise dealt
with;

       

      (iii)                      any
Lien granted to, or in favor of, any Administrative Agent
or any holder of the Credit Party Obligations as security for any of the Credit
Party Obligations shall fail to attach or be perfected; or

       

      (iv)                      any
of the Credit Party Obligations shall be determined to be void or voidable
(including for the benefit of any creditor of any Guarantor) or shall be
subordinated to the claims of any Person (including any creditor of any
Guarantor).

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e)           With
respect to its obligations hereunder, each Guarantor hereby expressly waives
diligence, presentment, demand of payment, protest, notice of acceptance of the
guaranty given hereby and of extensions of credit that may constitute
obligations guaranteed hereby, notices of amendments, waivers, consents and
supplements to the Credit Documents, or the compromise, release or exchange of
Collateral or security, and all other notices whatsoever, and any requirement
that any Administrative Agent or any holder of the Credit Party Obligations
exhaust any right, power or remedy or proceed against any Person under any of
the Credit Documents or any other documents relating to the Credit Party
Obligations or any other agreement or instrument referred to therein, or against
any other Person under any other guarantee of, or security for, any of the
Credit Party Obligations.

       

      9.3                      Reinstatement.

       

      Neither
the Guarantors’ obligations hereunder nor any remedy for the enforcement thereof
shall be impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of the
Borrowers, by reason of any Borrowers’ bankruptcy or insolvency or by reason of
the invalidity or unenforceability of all or any portion of the Credit Party
Obligations.  In addition:

       

      (a)           The
obligations of each Domestic Guarantor under this Section shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of any Person in respect of the Credit Party Obligations is rescinded or must be
otherwise restored by any holder of any of the Credit Party Obligations, whether
as a result of any Debtor Relief Law or otherwise, and each Domestic Guarantor
agrees that it will indemnify each Administrative Agent and each holder of the
Credit Party Obligations on demand for all reasonable costs and expenses
(including reasonable attorneys’ fees and disbursements) incurred by any
Administrative Agent or such holder of the Credit Party Obligations in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
Debtor Relief Law.

       

      (b)           The
obligations of each Foreign Guarantor under this Section shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of any Person in respect of the Foreign Obligations is rescinded or must be
otherwise restored by any holder of any of the Foreign Obligations, whether as a
result of any Debtor Relief Law or otherwise, and each of the Foreign Guarantors
agrees that it will indemnify each Administrative Agent and each holder of the
Foreign Obligations on demand for all reasonable costs and expenses (including
reasonable attorneys’ fees and disbursements) incurred by any Administrative
Agent or such holder of the Credit Party Obligations in connection with such
rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any Debtor Relief Law or
otherwise.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9.4                      Certain
Waivers.

       

      Each
Guarantor acknowledges and agrees that (a) the guaranty given hereby may be
enforced without the necessity of resorting to or otherwise exhausting remedies
in respect of any

      other
security or Collateral interests, and without the necessity at any time of
having to take recourse against the Borrowers hereunder or against any
Collateral securing the Credit Party Obligations or otherwise, (b) it will
not assert any right to require the action first be taken against the Borrowers
or any other Person (including any other Guarantor) or pursuit of any other
remedy or enforcement any other right, (c) it will not assert any defenses
(i) with respect to any change in the corporate existence or structure of
any Borrower, (ii) with respect to any Law of any jurisdiction or any event
affecting any term of the obligations of each Guarantor under this Section or
(iii) as a result or related to any other circumstance that might
constitute a defense of any Borrower or any Guarantor, (d) it will not
assert any claims or set-off rights that such Guarantor may have,
(e) nothing contained herein shall prevent or limit action being taken
against the Borrowers hereunder, under the other Credit Documents or the other
documents and agreements relating to the Credit Party Obligations or from
foreclosing on any security or Collateral interests relating hereto or thereto,
or from exercising any other rights or remedies available in respect thereof, if
neither the Borrowers nor the Guarantors shall timely perform their obligations,
and the exercise of any such rights and completion of any such foreclosure
proceedings shall not constitute a discharge of the Guarantors’ obligations
hereunder unless as a result thereof, the Credit Party Obligations shall have
been paid in full and the commitments relating thereto shall have expired or
terminated, it being the purpose and intent that the Guarantors’ obligations
hereunder be absolute, irrevocable, independent and unconditional under all
circumstances and (f)  it will not seek, and hereby waives any right,
to have the Collateral or any part thereof marshaled upon any foreclosure or
other disposition of the Collateral.  Each Guarantor agrees that such
Guarantor shall have no right of recourse to security for the Credit Party
Obligations, except through the exercise of rights of subrogation pursuant to
Section 9.2 and through the exercise of rights of contribution pursuant to
Section 9.6.

       

      9.5                      Remedies.

       

      (a)             The
Domestic Guarantors agree that, to the fullest extent permitted by Law, as
between the Domestic Guarantors, on the one hand, and holders of the Credit
Party Obligations, on the other hand, the Credit Party Obligations may be
declared to be forthwith due and payable as provided in Section 7.2 (and
shall be deemed to have become automatically due and payable in the
circumstances specified in Section 7.2) for purposes of Section 9.1
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing the Credit Party Obligations from becoming
automatically due and payable) as against any other Person and that, in the
event of such declaration (or the Credit Party Obligations being deemed to have
become automatically due and payable), the Credit Party Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable
by the Domestic Guarantors for purposes of Section 9.1.

       

      (b)             Each
of the Foreign Guarantors agrees that, to the fullest extent permitted by Law,
as between the Foreign Guarantors, on the one hand, and the holders of the
Foreign Obligations, on the other hand, the Foreign Obligations may be declared
to be forthwith due and payable as provided in Section 7.2 (and shall be
deemed to have become automatically due and payable in the circumstances
provided in Section 7.2) for purposes of Section 9.1 notwithstanding
any stay, injunction or other prohibition preventing such declaration (or
preventing the Foreign Obligations from becoming automatically due and payable)
as against any other Person and that, in the event of 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      such
declaration (or the Foreign Obligations being deemed to have become
automatically due and payable), the Foreign Obligations (whether or not due and
payable by any other Person) shall forthwith become due and payable by the
Foreign Guarantors for purposes of Section 9.1.

       

      9.6                      Rights
of Contribution.

       

      (a)           The
Domestic Guarantors hereby agree as among themselves that, in connection with
payments made hereunder, each Domestic Guarantor shall have a right of
contribution from each other Domestic Guarantor in accordance with applicable
Law.  Such contribution rights shall be subordinate and subject in
right of payment to the Credit Party Obligations until such time as the Credit
Party Obligations have been irrevocably paid in full and the commitments
relating thereto shall have expired or been terminated, and none of the Domestic
Guarantors shall exercise any such contribution rights until the Credit Party
Obligations have been irrevocably paid in full and the commitments relating
thereto shall have expired or been terminated.

       

      (b)           The
Foreign Guarantors hereby agree as among themselves that, in connection with
payments made hereunder, each of the Foreign Guarantors shall have a right of
contribution from each other Guarantor in accordance with applicable
Law.  Such contribution rights shall be subordinate and subject in
right of payment to the Credit Party Obligations until such time as the Credit
Party Obligations have been irrevocably paid in full and the commitments
relating thereto shall have expired or been terminated, and none of the Foreign
Guarantors shall exercise any such contribution rights until the Credit Party
Obligations have been irrevocably paid in full and the commitments relating
thereto shall have expired or been terminated.

       

      9.7                      Guaranty
of Payment; Continuing Guarantee.

       

      (a)           The
guarantee given by the Domestic Guarantors in this Section is a guaranty of
payment and not of collection, is a continuing guarantee, and shall apply to all
Credit Party Obligations whenever arising.

       

      (b)           The
guarantee given by the Foreign Guarantors in this Section is a guaranty of
payment (and not (i) a guaranty of collection or (ii) a surety (borgtocht)),
and is a continuing guarantee, and shall apply to all Foreign Obligations
whenever arising.

       

      9.8                      Foreign
Guaranty Matters.

       

      (a)           Spain.

       

      (i)           The
Guarantee under this Section does not apply to any Guarantor organized under the
laws of Spain (a “Spanish
Guarantor”) in respect of any liability to the extent that it would
result in such Guarantee constituting unlawful financial assistance within the
meaning of Section 40.5 of the Limited Liability Company Law (Ley
de Sociedades de Responsabilidad Privada).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (ii)                      Further
as it relates to the waivers in Section 9.4, each Spanish Guarantor expressly
waives any right of exclusion, order or division (beneficios
de excusión, orden y división) under Section 1830 et
seq of the Spanish Civil Code.

       

      (b)           France.

       

      (i)           In
respect of the obligations under this Section of any Foreign Guarantor
incorporated in France (a “French
Guarantor”), the obligations of such French Guarantor in its capacity as
Foreign Guarantor:

       

      (A)                      shall
not include any obligation which if incurred would constitute: (1) a misuse of
corporate assets as defined under article L.242-6 of the French Code
de Commerce; or (2) the provision of financial assistance as defined by
article L.225-216 of the French Code
de Commerce for the subscription, or the acquisition or the refinancing
of the acquisition of shares of such French Guarantor or of any parent company
of such French Guarantor; and

       

      (B)                      shall
be limited, at any time, to a guarantee of:  (1) the payment
obligations of such French Guarantor’s Subsidiaries (whether as a Borrower or as
a Guarantor) under the Credit Documents and (2) the payment obligations of
any other Foreign Credit Party under the Credit Documents where such Foreign
Credit Party is not a Subsidiary of such French Guarantor, up to an aggregate
amount equal to the amounts drawn by such Foreign Credit Party under the Credit
Documents and on-lent by such Foreign Credit Party (whether directly or
indirectly) through intra group loans or advances, funded or refinanced, to such
French Guarantor or to any of such French Guarantor’s Subsidiaries in each case
which remains outstanding at the time payment is made by such French Guarantor
under this Section 9. Any amount paid by the French Guarantor under this
Section 9 which falls within this paragraph (2) will reduce the outstanding
amount of the relevant intra group loan or advance as the case may be pro
rata.

       

      (c)           Germany.

       

      (i)           In
the case of any Guarantor incorporated in Germany irrespective of whether the
relevant Guarantor is at the time of enforcement incorporated as a limited
liability company (Gesellschaft
mit beschränkter Haftung) (a “German
GmbH Guarantor”) or a limited partnership (Kommanditgesellschaft)
of which the general partner (Komplementär)
is a limited liability company (a “German
GmbH & Co. KG Guarantor”) (a German GmbH Guarantor or a German GmbH
& Co. KG Guarantor each hereinafter referred to as a “German
Guarantor”), the enforcement of the Guaranty against such German
Guarantor shall be limited if and to the extent the Guaranty under this
Agreement secures obligations of a shareholder of a German Guarantor and/or any
of its Affiliated Companies, in each case other than any direct or indirect
Subsidiary of the German Guarantor, and if and to the extent the enforcement of
the Guaranty would cause:

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (A)                      the
German GmbH Guarantor’s, or in the case of the German GmbH & Co. KG
Guarantor its general partner’s, assets (the calculation of which shall take
into account the captions reflected in Sec. 266 (2) A, B and C of the German
Commercial Code (Handelsgesetzbuch))
less the German GmbH Guarantor’s, or in case of a German GmbH & Co. KG
Guarantor its general partner’s, liabilities, provisions and liability reserves
(the calculation of which shall take into account the captions reflected in Sec.
266 (3) B, C and D of the German Commercial Code) (the “Net
Assets”) to be less than the registered share capital (Stammkapital)
of the German GmbH Guarantor, or in the case of a German GmbH & Co. KG
Guarantor of the registered share capital of its general partner (Begründung
einer Unterbilanz); or

       

      (B)                      an
increase of a shortfall, if the Net Assets of the German GmbH Guarantor, or in
the case of a German GmbH & Co. KG Guarantor, of its general partner,
already fall short of the amount of the registered share capital (Vertiefung
einer Unterbilanz).

       

      (ii)                      For
the purposes of the calculation of the Net Assets in clause (A) above the
following items shall be adjusted as follows:  (A) the amount of
an increase in the registered share capital of the German GmbH Guarantor, or in
the case of a German GmbH & Co. KG Guarantor of its general partner, (I)
that has been effected out of retained earnings (Kapitalerhöhung
aus Gesellschaftsmitteln) without the prior written consent of the
Administrative Agent after the date of this Agreement or (II) any amount of an
increase in the registered share capital that has not been fully paid, shall be
deducted from the registered share capital and (B) any loans and other
contractual liabilities incurred in violation of a any Credit Document after the
date of this Agreement shall be disregarded as liabilities.

       

      (iii)                      In
addition, any German Guarantor and in the case of a German GmbH &Co. KG
Guarantor, also its general partner, shall realize, to the extent legally
permitted and commercially justifiable with regard to costs and efforts
involved, in a situation where after enforcement of the Guaranty the German GmbH
Guarantor, or in the case of a German GmbH & Co. KG Guarantor its general
partner, would not have Net Assets in excess of its respective registered share
capital, any and all of its assets that are shown in the respective balance
sheet with a book value (Buchwert)
that is significantly lower than the market value of the asset if such asset is
not necessary for the relevant German Guarantor’s business (betriebsnotwendig).

       

      (iv)                      The
limitations set out in this Section 9.8(c) shall not apply to a Guaranty granted
by the relevant German Guarantor in relation to any amounts borrowed under any
Credit Document to the extent the proceeds of such borrowing are on-lent to it
or any of its Subsidiaries from time to time and have not been
repaid.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (v)           The
limitations on the enforcement of a Guaranty provided for in this Section 9.8(c)
shall not apply in respect of performances (Leistungen)
by the relevant German Guarantor if (a) (I) a profit and loss sharing
agreement (Gewinnabführungsvertrag)
or a domination agreement (Beherrschungsvertrag)
is in

       place
(Section 30 (1) second sentence, 1st
alternative German Act on Limited Liabilities Companies), (II) such performances
are covered by a valuable consideration or recourse claim (vollwertiger
Gegenleistungs- oder Rückgewähranspruch) against the German Guarantor’s
shareholder or, in the case of a German GmbH & Co. KG Guarantor, its general
partner’s shareholder (Section 30 (1) second sentence, 2nd
alternative German Act on Limited Liabilities Companies), or (b) the
relevant German Guarantor’s payment discharges a shareholder loan or a claim of
similar effect (Section 30 (1) third sentence German Act on Limited Liabilities
Companies).

       

      (vi)                      For
the avoidance of doubt, any balance sheet to be prepared for the determination
of the Net Assets shall be prepared in accordance with relevant accounting
principles.

       

      (vii)                      Nothing
in this Agreement shall be interpreted as a restriction or limitation of the
enforcement of this Guaranty if and to the extent the Guaranty secures own
obligations of the relevant German Guarantor or obligations of any of its direct
or indirect Subsidiaries including in each case their legal
successors.

       

      (viii)                      Notwithstanding
any other provision in this Section 9.8(c), the limitation set out in Section
9.8(c)(i) shall not apply if and to the extent an enforcement of the Guaranty
provided by a German Guarantor would not constitute a breach of the rules set
out in sections 30 et seq. of the German Act on Limited Liabilities Companies
(GmbHG),
each as applicable, amended or re-enacted into any other provision of German law
from time to time.

       

      (ix)                      The
limitations of the enforcement of the Guaranty of a German Guarantor set out in
this Subsection shall apply mutatis
mutandis to any claim made against a German Guarantor under Sections 2.21
(Parallel
Debt)  and 2.16 (Indemnities).

       

      (x)           Notwithstanding
any other provision of this Agreement to the contrary, in the event the
enforcement of the Guaranty hereunder against a German Guarantor would (A)
result in such German Guarantor ceasing to be able to pay its debts as they fall
due (Zahlungsunfähigkeit) and (B) cause any managing director of such German
Guarantor to be personally liable for any payment made under such Guaranty, in
each case within the meaning of Section 64, sentence 3, of the German Limited
Liabilities Act, the  aggregate obligations of  such German
Guarantor, when considered together with  the obligations (without
duplication) of all German Guarantors under  the German Security
Documents, shall not exceed $50,000,000 (or the Foreign Currency Equivalent
thereof).

       

      (d)           Hong
Kong.  The Guaranty under this Section does not apply to any
Foreign Guarantor incorporated under the laws of Hong Kong in respect of any
liability to the extent it

      would
result in such Guaranty constituting unlawful financial assistance within the
meaning of Section 47A of the Companies Ordinance (Cap. 32 of the Laws of Hong
Kong).

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
10

      MISCELLANEOUS

       

      10.1                      Amendments
and Waivers.

       

      Neither
this Agreement, nor any of the other Credit Documents, nor any terms hereof or
thereof may be amended, supplemented, waived or modified except in accordance
with the provisions of this Section nor may any Collateral be released except as
specifically provided herein or in the Security Documents or in accordance with
the provisions of this Section.  The Required Lenders may, or, with
the written consent of the Required Lenders, the Administrative Agent may, from
time to time, (a) enter into with the Company written amendments,
supplements or modifications hereto and to the other Credit Documents for the
purpose of adding any provisions to this Agreement or the other Credit Documents
or changing in any manner the rights of the Lenders or of the Company hereunder
or thereunder or (b) waive or consent to the departure from, on such terms
and conditions as the Required Lenders may specify in such instrument, any of
the requirements of this Agreement or the other Credit Documents or any Default
or Event of Default and its consequences; provided,
however,
that no such waiver and no such amendment, waiver, supplement, modification or
release shall:

       

      (i)           reduce
the amount or extend the scheduled date of maturity of any Loan or Note or any
installment thereon or any L/C Obligation, or reduce the stated rate of any
interest or fee payable hereunder (except in connection with a waiver of Default
Interest which shall be determined by a vote of the Required Lenders) or extend
the scheduled date of any payment thereof or increase the amount or extend the
expiration date of any Lender’s Commitment, in each case without the written
consent of each Lender directly affected thereby; or

       

      (ii)                      amend,
modify or waive any provision of this Section or reduce the percentage specified
in the definition of Required Lenders, without the written consent of all the
Lenders; or

       

      (iii)                      without
the consent of each Revolving Lender, amend the definition of “Optional
Currency”; or

       

      (iv)                      amend,
modify or waive any provision of Section 9 without the written consent of the
then Administrative Agent; or

       

      (v)           release
all or substantially all of the Guarantors from their respective obligations
under the Guaranty, without the written consent of all the Lenders; provided
that the Administrative Agent may release any Guarantor permitted to be released
pursuant to the terms of this Agreement as of the Closing Date; or

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (vi)                      release
all or substantially all of the Collateral without the written consent of all of
the Lenders; provided
that the Administrative Agent may release any Collateral permitted to be
released pursuant to the terms of this Agreement and the Security Documents as
of the Closing Date; or

       

      (vii)                      amend,
modify or waive any provision of the Credit Documents requiring consent,
approval or request of the Required Lenders or all Lenders, without the written
consent of the Required Lenders or of all Lenders as appropriate;
or

       

      (viii)                      amend
or modify the definition of Credit Party Obligations to delete or exclude any
obligation or liability described therein without the written consent of each
Lender and each Hedging Agreement Provider directly affected thereby;
or

       

      (ix)                      amend,
modify or waive any provision of Section 8 without the written consent of the
then Administrative Agent; or

       

      (x)           amend,
modify or waive the order in which Credit Party Obligations are
paid  or in a manner that would alter the pro rata sharing of payments
by and among the Lenders without the written consent of each Lender and each
Hedging Agreement Provider directly affected thereby;

       

      provided,
further,
that no amendment, waiver or consent affecting the rights or duties of the
Administrative Agent, the Issuing Lender or the Swingline Lender under any
Credit Document shall in any event be effective, unless in writing and signed by
the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as
applicable, in addition to the Lenders required hereinabove to take such
action.

       

      Any such
waiver, any such amendment, supplement or modification and any such release
shall apply equally to each of the Lenders and shall be binding upon the
Company, the Lenders, the other Credit Parties, the Administrative Agent and all
future holders of the Notes.  In the case of any waiver, the Company,
the other Credit Parties, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the outstanding
Loans and Notes and other Credit Documents, and any Default or Event of Default
permanently waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

       

      Notwithstanding
any of the foregoing to the contrary, the consent of the Company shall not be
required for any amendment, modification or waiver of the provisions of Section
8 (other than the provisions of Section 8.9); provided,
however, that the Administrative Agent will provide written notice to the
Company of any such amendment, modification or waiver.  In addition,
the Company and the Lenders hereby authorize the Administrative Agent to modify
this Agreement by unilaterally amending or supplementing Schedule
2.1(a) from time to time in the manner requested by the Company, the
Administrative Agent or any Lender in order to reflect any assignments or
transfers of the Loans as provided for hereunder; provided
further,
however,
that the Administrative Agent shall promptly deliver a copy of any such
modification to the Company and each Lender.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Notwithstanding
the fact that the consent of all the Lenders is required in certain
circumstances as set forth above, (A) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth
herein, (B) the Required Lenders may consent to allow a Credit Party to use
cash collateral in the context of a bankruptcy or insolvency proceeding, and (C)
no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such
Lender may not be increased or extended without the consent of such
Lender.

       

      The
Company shall be permitted to replace with a replacement financial institution
acceptable to the Administrative Agent any Lender (other than Wachovia Bank,
National Association) that fails to consent to any proposed amendment,
modification, termination, waiver or consent with respect to any provision
hereof or of any other Credit Document that requires the unanimous approval of
all of the Lenders, the approval of all of the Lenders affected thereby or the
approval of a class of Lenders, in each case in accordance with the terms of
this Section, so long as the consent of the Required Lenders shall have been
obtained with respect to such amendment, modification, termination, waiver or
consent; provided
that (1) such replacement does not conflict with any Requirement of Law, (2) the
replacement financial institution shall purchase, at par, all Loans and other
amounts owing to such replaced Lender on or prior to the date of replacement,
(3) the replacement financial institution shall approve the proposed amendment,
modification, termination, waiver or consent, (4) the Company shall be liable to
such replaced Lender under Section 2.16 if any LIBOR Rate Loan owing to such
replaced Lender shall be purchased other than on the last day of the Interest
Period relating thereto, (5) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 10.6 (provided that the
Company shall be obligated to pay the registration and processing fee referred
to therein), (6) until such time as such replacement shall be consummated, the
Company shall pay to the replaced Lender all additional amounts (if any)
required pursuant to Section 2.14, 2.16 or 2.17(a), as the case may be, (7) the
Company provides at least three (3) Business Days’ prior notice to such replaced
Lender, and (8) any such replacement shall not be deemed to be a waiver of
any rights that the Company, the Administrative Agent or any other Lender shall
have against the replaced Lender.  In the event any replaced Lender
fails to execute the agreements required under Section 10.6 in connection with
an assignment pursuant to this Section, the Company may, upon two (2) Business
Days’ prior notice to such replaced Lender, execute such agreements on behalf of
such replaced Lender.  A Lender shall not be required to be replaced
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such replacement cease to
apply.

       

      10.2                      Notices.

       

      (a)           All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy or other electronic
communications as provided below), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (i) when delivered
by hand, (ii) when transmitted via telecopy (or other

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      facsimile
device) to the number set out herein, (iii) the day following the day on
which the same has been delivered prepaid (or pursuant to an invoice
arrangement) to a reputable national overnight air courier service, or
(iv) the third Business Day following the day on which the same is sent by
certified or registered mail, postage prepaid, in each case addressed as follows
in the case of the Company, the other Credit Parties and the Administrative
Agent, and as set forth in such Lender’s Administrative Questionnaire, in the
case of the Lenders, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Notes:

       

      
        	
                 
      

              	
                if
      to the Company:

              


      

       

      Checkpoint
Systems, Inc.

      101 Wolf
Drive

      Thorofare,
New Jersey 08086

      Attn:  Mr.
Raymond Andrews, Chief Financial Officer

      Telecopier:                                (856)
848-2042

      Telephone:                                (856)
384-2448

       

      
        	
                 
      

              	
                with
      a copy to:

              


      

       

      Checkpoint
Systems, Inc.

      101 Wolf
Drive

      Thorofare,
New Jersey 08086

      Attn:  Ms.
Regina Hurff

      Telecopier:                                (856)
848-2042

      Telephone:                                (856)
384-3146

       

      
        	
                 
      

              	
                and
      a copy to:

              


      

       

      
        	
                 
      

              	
                Stradley,
      Ronon, Stevens & Young, LLP

              


      

      
        	
                 
      

              	
                Woodland
      Falls Corporate Park

              


      

      
        	
                 
      

              	
                200
      Lake Drive East, Suite 100

              


      

      
        	
                 
      

              	
                Cherry
      Hill, New Jersey 08002

              


      

      Attn:  Michael
P. Bonner, Esquire

      Telecopier:                                (856)
321-2415

      Telephone:                                (856)
321-2405

       

      if to the Administrative
Agent:

       

      
        	
                 
      

              	
                Wachovia
      Bank, National Association

              


      

      
        	
                 
      

              	
                1525
      W.T. Harris Blvd.

              


      

      
        	
                 
      

              	
                Mail
      Code: NC-0680

              


      

      
        	
                 
      

              	
                Charlotte,
      North Carolina 28262

              


      

      
        	
                 
      

              	
                Attn:  Syndication
      Agency Services

              


      

      
        	
                 
      

              	
                Telecopier:

              	
                (704)
      590-3481

              


      

      
        	
                 
      

              	
                Telephone:

              	
                (704)
      590-2765

              


      

      with a
copy to:

      
        
          
          

        

         

        
          
          

        

      

       

      Wachovia Bank, National
Association

      171 17th
Street, NW GA-4523

      Atlanta, Georgia
30363

      
        	
                 
      

              	
                Attn:  Kay
      Reedy

              


      

      
        	
                 
      

              	
                Telecopier:

              	
                (404)
      214-7296

              


      

      
        	
                 
      

              	
                Telephone:

              	
                (404)
      214-3515

              


      

       

      (b)           Notices
and other communications to the Lenders or the Administrative Agent hereunder
may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender pursuant to Section
2 if such Lender, as applicable, has notified the Administrative Agent that it
is incapable of receiving notices under such Section by electronic
communication.  The Administrative Agent or the Company may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or
communications.

       

      Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided
that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next business day for the
recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available
and identifying the website address therefor.

       

      10.3                      No
Waiver; Cumulative Remedies.

       

      No
failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

       

      10.4                      Survival
of Representations and Warranties.

       

      All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Notes and the making of the
Loans; provided
that all such representations and warranties shall terminate on the date upon
which the Commitments have been terminated and all Credit Party Obligations have
been paid in full.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      10.5                      Payment
of Expenses and Taxes; Indemnity.

       

      (a)           Costs
and Expenses.  The Credit Parties shall pay or reimburse
(i) all reasonable out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Credit Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Lender and the Swingline Lender in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
Swingline Loan or any demand for payment thereunder and (iii) all
reasonable out-of-pocket expenses incurred by the Administrative Agent, any
Lender, the Issuing Lender or the Swingline Lender (including the fees, charges
and disbursements of any counsel for the Administrative Agent, any Lender or the
Issuing Lender), in connection with the enforcement or protection of its rights
(A) in connection with this Agreement and the other Credit Documents,
including its rights under this Section, or (B) in connection with the
Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

       

      (b)           Indemnification
by the Credit Parties.  The Credit Parties shall indemnify the
Administrative Agent (and any sub-agent thereof), the Syndication Agent, each
Lender, the Issuing Lender and the Swingline Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
penalties, damages, liabilities and related expenses (including the reasonable
fees, charges and disbursements of any counsel for any Indemnitee), incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by any
Borrower or any other Credit Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Credit
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use or proposed use of
the proceeds therefrom (including any refusal by the Issuing Lender to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Materials of
Environmental Concern on or from any property owned or operated by any Credit
Party or any of its Subsidiaries, or any liability under Environmental Law
related in any way to any Credit Party or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by any Borrower or any
other Credit Party, and regardless of whether any Indemnitee is a party thereto,
provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)           Reimbursement
by Lenders.  To the extent that the Credit Parties for any
reason fail to indefeasibly pay any amount required under paragraph (a) or
(b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), the Issuing Lender, Swingline Lender or any Related Party of
any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), the Issuing Lender, Swingline Lender or such
Related Party, as the case may be, such Lender’s Ratable Share (determined as of
the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent), the Issuing Lender or Swingline
Lender in its capacity as such, or against any Related Party of any of the
foregoing acting for the Administrative Agent (or any such sub-agent), Issuing
Lender or Swingline Lender in connection with such capacity.

       

      (d)           Waiver
of Consequential Damages, Etc.  To the fullest extent permitted
by applicable law, the Credit Parties shall not assert, and hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Credit Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof.  No Indemnitee referred to in
paragraph (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby, except to the extent resulting from
such Indemnitee’s gross negligence or willful misconduct (as determined by a
court of competent jurisdiction in a final and non-appealable
decision).

       

      (e)           Payments.  All
amounts due under this Section shall be payable promptly/not later than five (5)
days after demand therefor.

       

      (f)           Survival.  The
agreements contained in this Section shall survive the resignation of the
Administrative Agent and the Issuing Lender, the replacement of any Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of
the Credit Party Obligations.

       

      10.6                      Successors
and Assigns; Participations; Purchasing Lenders.

       

      (a)           Successors
and Assigns Generally.  The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Borrower nor
any other Credit Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance
with the provisions of paragraph (b) of this Section, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this
Section or (iii) by way of pledge or assignment of a security interest
subject

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       to
the restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in paragraph (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

       

      (b)           Assignments
by Lenders.  Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); 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 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 paragraph (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date) shall not be less than $2,500,000, in the case of any assignment in
respect of any portion of the Revolving Facility (provided,
however,
that simultaneous assignments shall be aggregated in respect of a Lender and its
Approved Funds), unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Company 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 Tranches
on a non-pro rata basis.

       

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

       

      (A)                      the
consent of the Company (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, (y) such assignment is to a

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       Lender,
an Affiliate of a Lender or an Approved Fund or (z) the primary syndication of
the Loans has not been completed as determined by Wachovia;

       

      (B)                      the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of, 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; and

       

      (C)                      the
consent of the Issuing Lender (such consent not to be unreasonably withheld or
delayed) shall be required for assignments in respect of a Revolving
Commitment.

       

      (iv)                       Assignment
and Assumption.  The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, 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 a Credit Party.  No such assignment shall be made
to any Credit Party or any Credit Party’s 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
paragraph (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, 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 Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 2.16 and 10.5 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 paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with
paragraph (d) of this Section.

       

      (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the Company,
shall maintain at one of its offices in Charlotte, North Carolina a copy of each
Assignment and Assumption 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, in the absence of manifest error,
and the Borrowers, 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 Company and any Lender, at any
reasonable time and from time to time upon reasonable prior notice; provided
that a Lender shall only be entitled to inspect its own entry in the Register
and not that of any other Lender.

       

      (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Company or the
Administrative Agent, sell participations to any Person (other than a natural
person or any Credit Party or any Credit Party’s Affiliates or Subsidiaries)
(each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing
to it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent and the Lenders, Issuing Lender and
Swingline Lender shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this
Agreement.

       

      Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
that affects such Participant.  Subject to paragraph (e) of this
Section, each of the Borrowers agrees that each Participant shall be entitled to
the benefits of Sections 2.16 and 2.17 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.7 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.11 as though it were a Lender.

       

      (e)           Limitations
upon Participant Rights.  A Participant shall not be entitled
to receive any greater payment under Sections 2.16 and 2.17 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Company’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.17 unless the Company is notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Borrowers, to comply with Section 2.17 as though it were a
Lender.

       

      (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (g)           Foreign
Collateral Matters with Respect to Assignments.

       

      (i)           France.  Any
assignment of rights will only be effective with respect to any French
Guarantor, if at the cost of the assignee, such French Guarantor is notified of
such assignment by a bailiff (huissier) in accordance with Article 1690 of the
French Code civil.

       

      (ii)                      Japan.  An
assignee will only be secured by the Japanese Collateral to the extent such
assignee and such assignor enter into the Security Transfer Notice set forth as
Annex 2 on the Assignment and Assumption.

       

      10.7                      Adjustments;
Set-off.

       

      (a)           If
an Event of Default shall have occurred and be continuing, each Lender, the
Issuing Lender, and each of their respective Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by applicable
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the Issuing
Lender or any such Affiliate to or for the credit or the account of the Company
or any other Credit Party against any and all of the obligations of the Company
or such Credit Party now or hereafter existing under this Agreement or any other
Credit Document to such Lender or the Issuing Lender, irrespective of whether or
not such Lender or the Issuing Lender shall have made any demand under this
Agreement or any other Credit Document and although such obligations of the
Company or such Credit Party may be contingent or unmatured or are owed to a
branch or office of such Lender or the Issuing Lender different from the branch
or office holding such deposit or obligated on such indebtedness.  The
rights of each Lender, the Issuing Lender and their respective Affiliates under
this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the Issuing Lender or their respective
Affiliates may have.  Each Lender and the Issuing Lender agrees to
notify the Company and the Administrative Agent promptly after any such setoff
and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.

       

      (b)           If
any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or other obligations hereunder resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of its Loans and accrued
interest thereon or other such obligations greater than its pro
rata
share thereof as provided herein, then the Lender receiving such greater
proportion shall (i) notify the Administrative Agent of such fact, and
(ii) purchase (for cash at face value) participations in the Loans and such
other obligations of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and other amounts owing them, provided
that:

       

      (A)                      if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be
rescinded

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       and
the purchase price restored to the extent of such recovery, without interest;
and

       

      (B)                      the
provisions of this paragraph shall not be construed to apply to (x) any
payment made by the Borrowers pursuant to and in accordance with the express
terms of this Agreement, (y) any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans or
participations in Letters of Credit to any assignee or participant, other than
to any Credit Party or any Subsidiary thereof (as to which the provisions of
this paragraph shall apply) or (z) (1) any amounts applied by the Swingline
Lender to outstanding Swingline Loans and (2) any amounts received by the
Issuing Lender and/or Swingline Lender to secure the obligations of a Defaulting
Lender or an Impacted Lender to fund risk participations hereunder.

       

      (c)           Each
Credit Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against each
Credit Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of each Credit
Party in the amount of such participation.

       

      10.8                      Table
of Contents and Section Headings.

       

      The table
of contents and the Section and subsection headings herein are intended for
convenience only and shall be ignored in construing this Agreement.

       

      10.9                      Counterparts;
Integration; Effectiveness; Electronic Execution.

       

      (a)           Counterparts;
Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This Agreement and the other
Credit Documents, and any separate letter agreements with respect to fees
payable to the Administrative Agent, constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.1, this Agreement shall
become effective when (i) it shall have been executed by the Borrowers, the
Guarantors, the Lenders and the Administrative Agent and the Administrative
Agent shall have received copies hereof and thereof (telefaxed or otherwise),
and thereafter this Agreement shall be binding upon and inure to the benefit of
the Borrowers, the Guarantors, the Administrative Agent and each Lender and
their respective successors and permitted assigns.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy or email
shall be effective as delivery of a manually executed counterpart of this
Agreement.

       

      (b)           Electronic
Execution of Assignments.  The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.

       

      10.10                      Severability.

       

      Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

       

      10.11                      Integration.

       

      This
Credit Agreement and the other Credit Documents represent the agreement of the
Credit Parties, the Administrative Agent and the Lenders with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent, any Credit Party or any Lender
relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Credit Documents.

       

      10.12                      GOVERNING
LAW.

       

      THIS
CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN THE FOREIGN PLEDGE
AGREEMENTS AND FOREIGN SECURITY AGREEMENTS) AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER
THAN THE FOREIGN PLEDGE AGREEMENTS AND FOREIGN SECURITY AGREEMENTS) SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

       

      10.13                      Consent
to Jurisdiction and Service of Process.

       

      (a)           Consent
to Jurisdiction.  Each of the Borrowers and each other Credit
Party irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of the courts of the State of New York and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Credit Document, or for recognition or
enforcement of any judgment, and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York sitting
State court or, to the fullest extent permitted by applicable law, in such
Federal court.  Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement or in any other Credit
Document shall affect any right that the Administrative Agent, any Lender or the
Issuing Lender may otherwise have to bring any action or proceeding
relating

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       to
this Agreement or any other Credit Document against the Company or any other
Credit Party or its properties in the courts of any jurisdiction.

       

      (b)           Service
of Process. Each party hereto irrevocably consents to service of process
in the manner provided for notices in Section 10.2.  Nothing in
this Agreement will affect the right of any party hereto to serve process in any
other manner permitted by applicable law.

       

      (c)           Venue.  The
Company and each other Credit Party irrevocably and unconditionally waives, to
the fullest extent permitted by applicable law, any objection that it may now or
hereafter have to the laying of venue of any action or proceeding arising out of
or relating to this Agreement or any other Credit Document in any court referred
to in paragraph (a) of this Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law,
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

       

      10.14                      Confidentiality.

       

      Each of
the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain
the confidentiality of the Information (as defined below) and not disclose
Information without the prior written consent of the Company, except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
advisors, attorneys and other representatives (it being understood that the
Persons to whom such disclosure is made will 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
purporting to have jurisdiction over it (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, under any
other Credit Document or Secured Hedging Agreement or any action or proceeding
relating to this Agreement, any other Credit Document or Secured Hedging
Agreement or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement,
(g) (i) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to the Borrowers and their
obligations, (ii) an investor or prospective investor in securities issued
by an Approved Fund that also agrees that Information shall be used solely for
the purpose of evaluating an investment in such securities issued by the
Approved Fund, (iii) a trustee, collateral manager, servicer, backup
servicer, noteholder or secured party in connection with the administration,
servicing and reporting on the assets serving as collateral for securities
issued by an Approved Fund, or (iv) a nationally recognized rating agency
that requires access to information regarding the Credit Parties, the Loans and
Credit Documents in connection with ratings issued in respect of securities
issued by an Approved Fund (in each case, it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such information and instructed to keep such information confidential),
(h) with the consent of the Company or (i) to the extent such
Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative
Agent, any Lender, the

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       Issuing
Lender or any of their respective Affiliates on a nonconfidential basis from a
source other than the Borrowers.

       

      For
purposes of this Section, “Information”
means all information received from any Credit Party or any of its Subsidiaries
relating to any Credit Party or any of its Subsidiaries or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the Issuing Lender on a nonconfidential
basis prior to disclosure by any Credit Party or any of its Subsidiaries; provided
that, in the case of information received from any Credit Party or any of its
Subsidiaries after the date hereof, such information is clearly identified at
the time of delivery as confidential.  Any Person required to maintain
the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential
information.

       

      10.15                      Judgment
Currency.

       

      If, for
the purposes of obtaining judgment in any court, it is necessary to convert a
sum due hereunder or under any other Credit Document in one currency into
another currency, the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which
final judgment is given.  The obligation of any Credit Party in
respect of any such sum due from it to the Administrative Agent or any Lender
hereunder or under the other Credit Documents shall, notwithstanding any
judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance
with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day
following receipt by the Administrative Agent or such Lender of any sum adjudged
to be so due in the Judgment Currency, the Administrative Agent or such Lender
may in accordance with normal banking procedures purchase the Agreement Currency
with the Judgment Currency.  If the amount of the Agreement Currency
so purchased is less than the sum originally due to the Administrative Agent or
such Lender in the Agreement Currency, each Credit Party agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or such Lender or the Person to whom such obligation was
owing against such loss.  If the amount of the Agreement Currency so
purchased is greater than the sum originally due to the Administrative Agent or
such Lender in such currency, the Administrative Agent or such Lender agrees to
return the amount of any excess to the Borrowers (or to any other Person who may
be entitled thereto under applicable law).

       

      10.16                      Acknowledgments.

       

      The
Company and the other Credit Parties each hereby acknowledges that:

       

      (a)           it
has been advised by counsel in the negotiation, execution and delivery of each
Credit Document;

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)           neither
the Administrative Agent nor any Lender has any fiduciary relationship with or
duty to the Company or any other Credit Party arising out of or in connection
with this Agreement and the relationship between Administrative Agent and the
Lenders, on one hand, and the Company and the other Credit Parties, on the other
hand, in connection herewith is solely that of debtor and creditor;
and

       

      (c)           no
joint venture exists among the Lenders and the Administrative Agent or among the
Company, the Administrative Agent or the other Credit Parties and the
Lenders.

       

      10.17                      Waivers
of Jury Trial.

       

      EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

       

      10.18                      Patriot
Act Notice.

       

      Each
Lender and the Administrative Agent (for itself and not on behalf of any other
party) hereby notifies the Borrowers that, pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that
identifies the Borrowers and the other Credit Parties, which information
includes the name and address of the Borrowers and the other Credit Parties and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrowers and the other Credit Parties in accordance
with the Patriot Act.

       

      10.19                      Resolution
of Drafting Ambiguities.

       

      Each
Credit Party acknowledges and agrees that it was represented by counsel in
connection with the execution and delivery of this Agreement and the other
Credit Documents to which it is a party, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and thereof and that any
rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation hereof or
thereof.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      10.20                      Continuing
Agreement.

       

      This
Credit Agreement shall be a continuing agreement and shall remain in full force
and effect until all Credit Party Obligations (other than those obligations that
expressly survive the termination of this Agreement) have been paid in full and
all Commitments and Letters of Credit have been terminated.  Upon
termination, the Credit Parties shall have no further obligations (other than
those obligations that expressly survive the termination of this Agreement)
under the Credit Documents and the Administrative Agent shall, at the request
and expense of the Borrowers, deliver all the Collateral in its possession to
the Company and release all Liens on the Collateral; provided
that should any payment, in whole or in part, of the Credit Party Obligations be
rescinded or otherwise required to be restored or returned by the Administrative
Agent or any Lender, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, then the Credit Documents shall automatically be
reinstated and all Liens of the Administrative Agent shall reattach to the
Collateral and all amounts required to be restored or returned and all costs and
expenses incurred by the Administrative Agent or any Lender in connection
therewith shall be deemed included as part of the Credit Party
Obligations.

       

      10.21                      Press
Releases and Related Matters.

       

      The
Credit Parties and their Affiliates agree that they will not in the future issue
any press releases or other public disclosure using the name of Administrative
Agent or any Lender or their respective Affiliates or referring to this
Agreement or any of the Credit Documents without the prior written consent of
such Person, unless (and only to the extent that) the Credit Parties or such
Affiliate is required to do so under law and then, in any event, the Credit
Parties or such Affiliate will consult with such Person before issuing such
press release or other public disclosure.  The Credit Parties consent
to the publication by Administrative Agent or any Lender of customary
advertising material relating to the transactions contemplated by this Agreement
and the Credit Documents using the name, product photographs, logo or trademark
of the Credit Parties.

       

      10.22                      Appointment
of Company.

       

      (a)           Each
of the Guarantors and the Borrowers hereby appoints the Company to act as its
agent for all purposes under this Agreement and agrees that (i) the Company may
execute such documents on behalf of such Guarantor and such Borrower as the
Company deems appropriate in its sole discretion and each Guarantor and each
Borrower shall be obligated by all of the terms of any such document executed on
its behalf, (ii) any notice or communication delivered by the
Administrative Agent or the Lender to the Company shall be deemed delivered to
each Guarantor and each Borrower and (iii) the Administrative Agent or the
Lenders may accept, and be permitted to rely on, any document, instrument or
agreement executed by the Company on behalf of each Guarantor and each
Borrower

       

      (b)           Each
Guarantor and each Borrower hereby severally agrees to indemnify each Lender and
the Administrative Agent and hold each Lender and the Administrative Agent
harmless against all liability, expense, loss or claim of damage or injury, made
against the Lenders or the Administrative Agent by such Guarantor, such Borrower
or by any third party

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       whosoever,
arising from or incurred by reason of any Lender’s or the Administrative Agent’s
relying on any instructions of the Company on behalf of such Guarantor or such
Borrower, except that such Guarantor or such Borrower will have no liability
under this Section with respect to any liability that has been finally
determined by a final non-appealable judgment by a court of competent
jurisdiction to have resulted solely from the gross negligence or willful
misconduct of such Lender or the Administrative Agent.

       

      10.23                      No
Advisory or Fiduciary Responsibility.

       

      In
connection with all aspects of each transaction contemplated hereby, each of the
Credit Parties acknowledges and agrees, and acknowledges its Affiliates’
understanding, that:  (a) the credit facility provided for hereunder
and any related arranging or other services in connection therewith (including
in connection with any amendment, waiver or other modification hereof or of any
other Credit Document) are an arm’s-length commercial transaction between the
Credit Parties and their Affiliates, on the one hand, and the Administrative
Agent, the Joint Lead Arrangers, the Syndication Agent and the Lenders, on the
other hand, and the Credit Parties are capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions
contemplated hereby and by the other Credit Documents (including any amendment,
waiver or other modification hereof or thereof); (b) in connection with the
process leading to such transaction, the Administrative Agent, each of the Joint
Lead Arrangers, the Syndication Agent and each of the Lenders is and has been
acting solely as a principal and is not the financial advisor, agent or
fiduciary, for any Credit Party or any of their Affiliates, stockholders,
creditors or employees or any other Person; (c) neither the Administrative
Agent, any Joint Lead Arranger, the Syndication Agent nor any Lender has assumed
or will assume an advisory, agency or fiduciary responsibility in favor of any
Credit Party with respect to any of the transactions contemplated hereby or the
process leading thereto, including with respect to any amendment, waiver or
other modification hereof or of any other Credit Document (irrespective of
whether the Administrative Agent, any Joint Lead Arranger, the Syndication Agent
nor any Lender has advised or is currently advising any Credit Party or any of
its Affiliates on other matters) and neither the Administrative Agent, any Joint
Lead Arranger, the Syndication Agent nor any Lender has any obligation to any
Credit Party or any of their Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in
the other Credit Documents; (d) the Administrative Agent, the Joint Lead
Arrangers, the Syndication Agent and the Lenders and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that
differ from those of the Credit Parties and their Affiliates, and neither the
Administrative Agent, any Joint Lead Arranger, the Syndication Agent nor any
Lender has any obligation to disclose any of such interests by virtue of any
advisory, agency or fiduciary relationship; and (e) the Administrative
Agent, the Joint Lead Arrangers, the Syndication Agent and the Lenders have not
provided and will not provide any legal, accounting, regulatory or tax advice
with respect to any of the transactions contemplated hereby (including any
amendment, waiver or other modification hereof or of any other Credit Document)
and the Credit Parties have consulted their own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate.  Each of the
Credit Parties hereby waives and releases, to the fullest extent permitted by
law, any claims that it may have against the Administrative Agent, the Joint
Lead Arrangers, the Syndication Agent or the Lenders with respect to any breach
or alleged breach of agency or fiduciary duty.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      10.24                      Collateral
Matters and Obligations.

       

      (a)           The
enforcement of the Guaranties, the Collateral, the indemnities under Section
2.16, the Administrative Agent Claims under Section 2.21 and any obligations
under Section 2.22 is subject to the limitations set forth in Section 9.8 and
10.6(g) and Applicable Laws.

       

      (b)           No
Secured Hedging Agreement Provider shall be secured by the French Security, the
Spanish Deed of Pledge Over Participations or any German Security
Document.

       

      (c)           No
Foreign Credit Party shall be required to repay or prepay, or to guarantee, nor
shall any amount paid by any Foreign Guarantor be applied to, the Credit Party
Obligations of any Domestic Credit Party, whether directly or indirectly through
the application of Sections 2.16, 2.21 and/or 2.22.

       

       

      SECTION
11

      SPECIAL
PROVISIONS APPLICABLE TO LENDERS UPON

      THE
OCCURRENCE OF A SHARING EVENT

       

      11.1                      Participations.

       

      Upon the
occurrence of a Sharing Event, the Lenders shall automatically and without
further action be deemed to have exchanged interests in the outstanding Loans
and outstanding Letters of Credit such that, in lieu of the interests of each
Lender in each Loan and each outstanding Letter of Credit, such Lender shall
hold an interest in all Revolving Loans and Swingline Loans, made to the
Borrowers and all outstanding Letters of Credit issued for the account of such
Persons or their Subsidiaries at such time, whether or not such Lender shall
previously have participated therein, equal to such Lender’s Exchange Percentage
thereof.  The foregoing exchanges shall be accomplished automatically
pursuant to this Section through purchases and sales of participations in the
various Loans and outstanding Letters of Credit as required hereby, although at
the request of the Administrative Agent each Lender hereby agrees to enter into
customary participation agreements approved by the Administrative Agent to
evidence the same.  All purchases and sales of participating interests
pursuant to this Section shall be made in Dollars.  At the request of
the Administrative Agent, each Lender which has sold participations in any of
its Loans and outstanding Letters of Credit as provided above (through the
Administrative Agent) will deliver to each Lender (through the Administrative
Agent) which has so purchased a participating interest therein a participation
certificate in the appropriate amount as determined in conjunction with the
Administrative Agent.  It is understood that the amount of funds
delivered by each Lender shall be calculated on a net basis, giving effect to
both the sales and purchases of participations by the various Lenders as
required above.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      11.2                      Administrative
Agent’s Determination Binding.

       

      All
determinations by the Administrative Agent pursuant to this Section 11 shall be
made by it in accordance with the provisions herein and with the intent being to
equitably share the credit risk for all Loans and Letters of Credit and other
Extensions of Credit hereunder in accordance with the provisions
hereof.  Absent manifest error, all determinations by the
Administrative Agent hereunder shall be binding on the Credit Parties and each
of the Lenders.  The Administrative Agent shall have no liability to
any Credit Party or Lender hereunder for any determinations made by it hereunder
except to the extent resulting from the Administrative Agent’s gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision).

       

      11.3                      Participation
Payments in Dollars.

       

      Upon, and
after, the occurrence of a Sharing Event (a) no further Extensions of
Credit shall be made, (b) all amounts from time to time accruing with
respect to, and all amounts from time to time payable on account of, Loans
denominated in Foreign Currencies (including, without limitation, any interest
and other amounts which were accrued but unpaid on the date of such Sharing
Event) shall be payable in Dollars (taking the Dollar Equivalent of such amounts
on the date payment is made with respect thereto) and shall be distributed by
the Administrative Agent for the account of the Lenders which made such Loans or
are participating therein and (c) all Commitments shall be automatically
terminated.  Notwithstanding anything to the contrary contained above,
the failure of any Lender to purchase its participating interests as required
above in any Extensions of Credit upon the occurrence of a Sharing Event shall
not relieve any other Lender of its obligation hereunder to purchase its
participating interests in a timely manner, but no Lender shall be responsible
for the failure of any other Lender to purchase the participating interest to be
purchased by such other Lender on any date.

       

      11.4                      Delinquent
Participation Payments.

       

      If any
amount required to be paid by any Lender pursuant to this Section 11 is not
paid to the Administrative Agent on the date upon which the Sharing Event
occurred, such Lender shall, in addition to such aforementioned amount, also pay
to the Administrative Agent on demand an amount equal to the product of
(a) the amount so required to be paid by such Lender for the purchase of
its participations, (b) the Overnight Rate and (c) a fraction the
numerator of which is the number of days that elapsed during such period and the
denominator of which is 360.  A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts payable under this
Section 11 shall be conclusive in the absence of manifest
error.  Amounts payable by any Lender pursuant to this Section 11
shall be paid to the Administrative Agent for the account of the relevant
Lenders; provided
that, if the Administrative Agent (in its sole discretion) has elected to fund
on behalf of such other Lender the amounts owing to such other Lenders, then the
amounts shall be paid to the Administrative Agent for its own
account.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      11.5                      Settlement
of Participation Payments.

       

      Whenever,
at any time after the relevant Lenders have received from any other Lenders
purchases of participations pursuant to this Section 11 and the various Lenders
receive any payment on account thereof, such Lenders will distribute to the
Administrative Agent, for the account of the various Lenders participating
therein, such Lenders’ participating interests in such amounts (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such participations were outstanding) in like funds as received; provided,
however,
that in the event that such payment received by any Lenders is required to be
returned, the Lenders who received previous distributions in respect of their
participating interests therein will return to the respective Lenders any
portion thereof previously so distributed to them in like funds as such payment
is required to be returned by the respective Lenders.

       

      11.6                      Participation
Obligations Absolute.

       

      Each
Lender’s obligation to purchase participating interests pursuant to this Section
11 shall be absolute and unconditional and shall not be affected by any
circumstance including, without limitation, (a) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against any other
Lender, any Credit Party or any other Person for any reason whatsoever,
(b) the occurrence or continuance of a Default or an Event of Default,
(c) any adverse change in the condition (financial or otherwise) of any
Credit Party or any other Person, (i) any breach of this Agreement by any
Credit Party, any Lender or any other Person, or (ii) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

       

      11.7                      Increased
Cost; Indemnities.

       

      Notwithstanding
anything to the contrary contained elsewhere in this Agreement, upon any
purchase of participations as required above, (a) each Lender which has
purchased such participations shall be entitled to receive from the Credit
Parties any increased costs and indemnities (including, without limitation,
pursuant to Section 2.14, 2.16, 2.17, 2.18, 2.19 and 10.5) directly from
the Credit Parties to the same extent as if it were the direct Lender as opposed
to a participant therein and (b) each Lender which has sold such
participations shall be entitled to receive from the Credit Parties
indemnification from and against any and all Taxes imposed as a result of the
sale of the participations pursuant to this Section 11.  Each Credit
Party acknowledges and agrees that, upon the occurrence of a Sharing Event and
after giving effect to the requirements of this Section 11, increased Taxes may
be owing by it pursuant to Section 2.17, which Taxes shall be paid (to the
extent provided in Section 2.17) by the respective Credit Party or Credit
Parties, without any claim that the increased Taxes are not payable because some
resulted from the participations effected as otherwise required by this Section
11.

       

      11.8                      Provisions
Regarding Sharing Arrangement.

       

      The
provisions of this Section 11 are and are intended solely for the purpose of
effecting a sharing arrangement among the Lenders and reflects an agreement
among creditors.  Except as contemplated by Sections 11.3 and
11.7, none of the Credit Parties shall have any rights or

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      obligations
under this Section 11.  Nothing contained in this Section 11 is
intended to or shall impair the obligations of the Credit Parties, which are
absolute and unconditional, to pay the Credit Party Obligations as and when the
same shall become due and payable in accordance with their terms.

       

       

      [Remainder
of Page Intentionally Left Blank]

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered as of the date first above
written.

       

      COMPANY:                                                                CHECKPOINT
SYSTEMS, INC.,

      
        	
                 
      

              	
                a
      Pennsylvania corporation

              


      

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      JAPANESE
BORROWER AND

      FOREIGN
GUARANTOR:                                             CHECKPOINT
MANUFACTURING JAPAN CO., LTD.

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      DUTCH
BORROWER AND

      FOREIGN
GUARANTOR:                                           CP
INTERNATIONAL SYSTEMS C.V.

       

                  By: Checkpoint
International, LLC in its capacity as 

                  general partner
of CP International Systems C.V.

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      US
GUARANTORS:                                                      OATSYSTEMS,
INC., a Delaware corporation

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                CHECKPOINT
      INTERNATIONAL, LLC, a Delaware limited liability
  company

              


      

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      FOREIGN
GUARANTORS:                                         CHECKPOINT
SYSTEMS HOLDING GMBH

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                  CHECKPOINT SYSTEMS
EUROPE GMBH

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                  CHECKPOINT SYSTEMS
INTERNATIONAL GMBH

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

                  CHECKPOINT SYSTEMS
GMBH

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                  CHECKPOINT SYSTEMS
HONG KONG LIMITED.

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

                      CHECKPOINT LABELLING
SERVICES HONG KONG LIMITED

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                  CHECKPOINT HOLLAND
HOLDING B.V.

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                  CHECKPOINT SYSTEMS
ESPAÑA, S.L.

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

                  CHECKPOINT SYSTEMS
FRANCE S.A.S.

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                  CHECKPOINT SYSTEMS
BENELUX B.V.

       

                   By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

                  CHECKPOINT CARIBBEAN
LTD.

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

                  KIMBALL SYSTEMS
B.V.

       

                  By:                                                                

                  Name:                                                                           

                  Title:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXECUTED
AS A DEED on behalf of

      
        	
                 
      

              	
                CHECKPOINT
      CARIBBEAN LTD.

              


      

       

      By:                                                                

      Name:                                                                           

      Title:                                                                           

       

      Witnessed
By:

       

      By:                                                                

      Name:                                                                           

      Title:                                                                           

      Address:                                                                

      Occupation:                                                                           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      LENDERS:                            WACHOVIA
BANK, NATIONAL ASSOCIATION,

      individually in its
capacity as a Lender and in its capacity as

      Administrative
Agent

       

      By:                                                                

      Name:                                                                           

      Title:                                                                           

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CITIZENS BANK OF
PENNSYLVANIA,

      individually in its
capacity as a

      Lender

       

      By:                                                                

      Name:                                                                           

      Title:                                                                           

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ,

      individually in its
capacity as a

      Lender

       

      By:                                                                

      Name:                                                                           

      Title: