Unassociated Document


     

    Exhibit
10.1


     

    $50,000,000
REVOLVING CREDIT FACILITY

    CREDIT
AGREEMENT

     

    by and
among

     

    THE
FINISH LINE, INC., THE FINISH LINE USA, INC., THE FINISH LINE DISTRIBUTION,
INC.,

    FINISH
LINE TRANSPORTATION CO., INC. and SPIKE'S HOLDING, LLC

     

    and

     

    THE
LENDERS PARTY HERETO

     

    and

     

    PNC BANK,
NATIONAL ASSOCIATION, as Administrative Agent, Lead Arranger and Sole Book
Runner

     

    Dated as
of February 18, 2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                	 
      	 
      	 
      	 
      	
                        Page

                      
	 
      	 
      	 
      	 
      	 
      
	
                        1.

                      	
                        CERTAIN
      DEFINITIONS

                      	
                        1

                      
	 
      	
                        1.1

                      	Certain
      Definitions	
                        1

                      
	 
      	
                        1.2

                      	Construction	
                        23

                      
	 
      	
                        1.3

                      	Accounting
      Principles	
                        24

                      
	 
      	 
      	 
      
	
                        2.

                      	
                        REVOLVING
      CREDIT AND SWING LOAN FACILITIES

                      	
                        24

                      
	 
      	
                        2.1

                      	
                        Revolving
      Credit Commitments

                      	
                        24

                      
	 
      	 
      	
                        2.1.1

                      	
                        Revolving
      Credit Loans

                      	
                        24

                      
	 
      	 
      	
                        2.1.2

                      	
                        Swing
      Loan Commitment

                      	
                        24

                      
	 
      	
                        2.2

                      	
                        Nature
      of Lenders' Obligations with Respect to Revolving Credit
    Loans

                      	
                        25

                      
	 
      	
                        2.3

                      	
                        [Intentionally
      Omitted]

                      	
                        25

                      
	 
      	
                        2.4

                      	
                        Facility
      Fees

                      	
                        25

                      
	 
      	
                        2.5

                      	
                        Revolving
      Credit Loan Requests; Swing Loan Requests

                      	
                        25

                      
	 
      	 
      	
                        2.5.1

                      	
                        Revolving
      Credit Loan Requests

                      	
                        25

                      
	 
      	 
      	
                        2.5.2

                      	
                        Swing
      Loan Requests

                      	
                        26

                      
	 
      	
                        2.6

                      	
                        Making
      Revolving Credit Loans and Swing Loans; Presumptions by the Administrative
      Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing
      Loans

                      	
                        26

                      
	 
      	 
      	
                        2.6.1

                      	
                        Making
      Revolving Credit Loans

                      	
                        26

                      
	 
      	 
      	
                        2.6.2

                      	
                        Presumptions
      by the Administrative Agent

                      	
                        26

                      
	 
      	 
      	
                        2.6.3

                      	
                        Making
      Swing Loans

                      	
                        27

                      
	 
      	 
      	
                        2.6.4

                      	
                        Repayment
      of Revolving Credit Loans

                      	
                        27

                      
	 
      	 
      	
                        2.6.5

                      	
                        Borrowings
      to Repay Swing Loans

                      	
                        27

                      
	 
      	
                        2.7

                      	
                        Notes

                      	
                        27

                      
	 
      	
                        2.8

                      	
                        Use
      of Proceeds

                      	
                        27

                      
	 
      	
                        2.9

                      	
                        Letter
      of Credit Subfacility

                      	
                        28

                      
	 
      	 
      	
                        2.9.1

                      	
                        Issuance
      of Letters of Credit

                      	
                        28

                      
	 
      	 
      	
                        2.9.2

                      	
                        Letter
      of Credit Fees

                      	
                        28

                      
	 
      	 
      	
                        2.9.3

                      	
                        Disbursements,
      Reimbursement

                      	
                        29

                      
	 
      	 
      	
                        2.9.4

                      	
                        Repayment
      of Participation Advances

                      	
                        30

                      
	 
      	 
      	
                        2.9.5

                      	
                        Documentation

                      	
                        30

                      
	 
      	 
      	
                        2.9.6

                      	
                        Determinations
      to Honor Drawing Requests

                      	
                        31

                      
	 
      	 
      	
                        2.9.7

                      	
                        Nature
      of Participation and Reimbursement Obligations

                      	
                        31

                      
	 
      	 
      	
                        2.9.8

                      	
                        Indemnity

                      	
                        32

                      
	 
      	 
      	
                        2.9.9

                      	
                        Liability
      for Acts and Omissions

                      	
                        33

                      
	 
      	 
      	
                        2.9.10

                      	
                        Issuing
      Lender Reporting Requirements

                      	
                        34

                      
	 
      	 
      	
                        2.9.11

                      	
                        Cash
      Collateral Prior to the Expiration Date

                      	
                        34

                      
	 
      	
                        2.10

                      	
                        Reduction
      of Revolving Credit Commitment

                      	
                        34

                      
	 
      	
                        2.11

                      	
                        Increase
      in Revolving Credit Commitments

                      	
                        35

                      


              

            

          

        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  3.

                	
                  [Intentionally
      Omitted]

                	
                  36

                
	 
      	 
      	 
      
	
                  4.

                	
                  INTEREST
      RATES

                	
                  36

                
	 
      	
                  4.1

                	
                  Interest
      Rate Options

                	
                  36

                
	 
      	 
      	
                  4.1.1

                	
                  Revolving
      Credit Interest Rate Options; Swing Line Interest Rate

                	
                  37

                
	 
      	 
      	
                  4.1.2

                	
                  [Intentionally
      Omitted]

                	
                  37

                
	 
      	 
      	
                  4.1.3

                	
                  Rate
      Quotations

                	
                  37

                
	 
      	
                  4.2

                	
                  Interest
      Periods

                	
                  37

                
	 
      	 
      	
                  4.2.1

                	
                  Amount
      of Borrowing Tranche

                	
                  37

                
	 
      	 
      	
                  4.2.2

                	
                  Renewals

                	
                  37

                
	 
      	
                  4.3

                	
                  Interest
      After Default

                	
                  37

                
	 
      	 
      	
                  4.3.1

                	
                  Letter
      of Credit Fees, Interest Rate

                	
                  38

                
	 
      	 
      	
                  4.3.2

                	
                  Other
      Obligations

                	
                  38

                
	 
      	 
      	
                  4.3.3

                	
                  Acknowledgment

                	
                  38

                
	 
      	
                  4.4

                	
                  LIBOR
      Rate Unascertainable; Illegality; Increased Costs; Deposits Not
      Available

                	
                  38

                
	 
      	 
      	
                  4.4.1

                	
                  Unascertainable

                	
                  38

                
	 
      	 
      	
                  4.4.2

                	
                  Illegality;
      Increased Costs; Deposits Not Available

                	
                  38

                
	 
      	 
      	
                  4.4.3

                	
                  Administrative
      Agent's and Lender's Rights

                	
                  39

                
	 
      	
                  4.5

                	
                  Selection
      of Interest Rate Options

                	
                  39

                
	 
      	 
      	 
      
	
                  5.

                	
                  PAYMENTS

                	
                  39

                
	 
      	
                  5.1

                	
                  Payments

                	
                  39

                
	 
      	
                  5.2

                	
                  Pro
      Rata Treatment of Lenders

                	
                  40

                
	 
      	
                  5.3

                	
                  Sharing
      of Payments by Lenders

                	
                  40

                
	 
      	
                  5.4

                	
                  Presumptions
      by Administrative Agent

                	
                  41

                
	 
      	
                  5.5

                	
                  Interest
      Payment Dates

                	
                  41

                
	 
      	
                  5.6

                	
                  Voluntary
      Prepayments

                	
                  42

                
	 
      	 
      	
                  5.6.1

                	
                  Right
      to Prepay

                	
                  42

                
	 
      	 
      	
                  5.6.2

                	
                  Replacement
      of a Lender

                	
                  42

                
	 
      	
                  5.7

                	
                  Mandatory
      Prepayments

                	
                  43

                
	 
      	 
      	
                  5.7.1

                	
                  Revolving
      Facility Usage Exceeds the Revolving Credit Commitments

                	
                  43

                
	 
      	 
      	
                  5.7.2

                	
                  Application
      Among Interest Rate Options

                	
                  43

                
	 
      	
                  5.8

                	
                  Increased
      Costs

                	
                  44

                
	 
      	 
      	
                  5.8.1

                	
                  Increased
      Costs Generally

                	
                  44

                
	 
      	 
      	
                  5.8.2

                	
                  Capital
      Requirements

                	
                  44

                
	 
      	 
      	
                  5.8.3

                	
                  Certificates
      for Reimbursement; Repayment of Outstanding Loans; Borrowing of New
      Loans

                	
                  44

                
	 
      	 
      	
                  5.8.4

                	
                  Delay
      in Requests

                	
                  45

                
	 
      	
                  5.9

                	
                  Taxes.

                	
                  45

                
	 
      	 
      	
                  5.9.1

                	
                  Payments
      Free of Taxes

                	
                  45

                
	 
      	 
      	
                  5.9.2

                	
                  Payment
      of Other Taxes by the Borrowers

                	
                  45

                
	 
      	 
      	
                  5.9.3

                	
                  Indemnification
      by the Borrowers

                	
                  45

                
	 
      	 
      	
                  5.9.4

                	
                  Evidence
      of Payments

                	
                  45

                
	 
      	 
      	
                  5.9.5

                	
                  Status
      of Lenders

                	
                  46

                
	 
      	
                  5.10

                	
                  Indemnity

                	
                  47

                


        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  5.11

                	
                  Settlement
      Date Procedures

                	
                  47

                
	 
      	 
      	 
      
	
                  6.

                	
                  REPRESENTATIONS
      AND WARRANTIES

                	
                  48

                
	 
      	
                  6.1

                	
                  Representations
      and Warranties

                	
                  48

                
	 
      	 
      	
                  6.1.1

                	
                  Organization
      and Qualification; Power and Authority; Compliance With Laws; Title to
      Properties; Event of Default

                	
                  48

                
	 
      	 
      	
                  6.1.2

                	
                  Subsidiaries
      and Owners; Investment Companies

                	
                  48

                
	 
      	 
      	
                  6.1.3

                	
                  Validity
      and Binding Effect

                	
                  49

                
	 
      	 
      	
                  6.1.4

                	
                  No
      Conflict; Material Agreements; Consents

                	
                  49

                
	 
      	 
      	
                  6.1.5

                	
                  Litigation

                	
                  49

                
	 
      	 
      	
                  6.1.6

                	
                  Financial
      Statements

                	
                  49

                
	 
      	 
      	
                  6.1.7

                	
                  Margin
      Stock

                	
                  50

                
	 
      	 
      	
                  6.1.8

                	
                  Full
      Disclosure

                	
                  50

                
	 
      	 
      	
                  6.1.9

                	
                  Taxes

                	
                  50

                
	 
      	 
      	
                  6.1.10

                	
                  Patents,
      Trademarks, Copyrights, Licenses, Etc

                	
                  51

                
	 
      	 
      	
                  6.1.11

                	
                  Liens
      in the Collateral

                	
                  51

                
	 
      	 
      	
                  6.1.12

                	
                  Insurance

                	
                  51

                
	 
      	 
      	
                  6.1.13

                	
                  ERISA
      Compliance

                	
                  51

                
	 
      	 
      	
                  6.1.14

                	
                  Environmental
      Matters

                	
                  52

                
	 
      	 
      	
                  6.1.15

                	
                  Employment
      Matters

                	
                  52

                
	 
      	 
      	
                  6.1.16

                	
                  Use
      of Proceeds

                	
                  52

                
	 
      	 
      	
                  6.1.17

                	
                  Material
      Adverse Change

                	
                  52

                
	 
      	 
      	
                  6.1.18

                	
                  Senior
      Debt Status

                	
                  52

                
	 
      	 
      	
                  6.1.19

                	
                  Assets
      and Properties

                	
                  52

                
	 
      	 
      	
                  6.1.20

                	
                  Compliance
      with Laws

                	
                  52

                
	 
      	 
      	
                  6.1.21

                	
                  Solvency

                	
                  52

                
	 
      	 
      	
                  6.1.22

                	
                  Anti-Terrorism
      Laws

                	
                  53

                
	 
      	
                  6.2

                	
                  Updates
      to Schedules

                	
                  53

                
	 
      	 
      	 
      
	
                  7.

                	
                  CONDITIONS
      OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

                	
                  53

                
	 
      	
                  7.1

                	
                  First
      Loans and Letters of Credit

                	
                  53

                
	 
      	 
      	
                  7.1.1

                	
                  Deliveries

                	
                  53

                
	 
      	 
      	
                  7.1.2

                	
                  Payment
      of Fees

                	
                  54

                
	 
      	
                  7.2

                	
                  Each
      Loan or Letter of Credit

                	
                  54

                
	 
      	 
      	 
      
	
                  8.

                	
                  COVENANTS

                	
                  54

                
	 
      	
                  8.1

                	
                  Affirmative
      Covenants

                	
                  55

                
	 
      	 
      	
                  8.1.1

                	
                  Preservation
      of Existence, Etc

                	
                  55

                
	 
      	 
      	
                  8.1.2

                	
                  Payment
      of Liabilities, Including Taxes, Etc

                	
                  55

                
	 
      	 
      	
                  8.1.3

                	
                  Maintenance
      of Insurance

                	
                  55

                
	 
      	 
      	
                  8.1.4

                	
                  Maintenance
      of Properties and Leases

                	
                  55

                
	 
      	 
      	
                  8.1.5

                	
                  Visitation
      Rights

                	
                  55

                
	 
      	 
      	
                  8.1.6

                	
                  Keeping
      of Records and Books of Account

                	
                  56

                
	 
      	 
      	
                  8.1.7

                	
                  Compliance
      with Laws; Use of Proceeds

                	
                  56

                
	 
      	 
      	
                  8.1.8

                	
                  Further
      Assurances

                	
                  56

                
	 
      	 
      	
                  8.1.9

                	
                  Anti-Terrorism
      Laws

                	
                  56

                
	 
      	 
      	
                  8.1.10

                	
                  ERISA
      Compliance

                	
                  56

                
	 
      	 
      	
                  8.1.11

                	
                  Granting
      of Liens in Collateral

                	
                  57

                


        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    8.2

                  	
                    Negative
      Covenants

                  	
                    57

                  
	 
      	 
      	
                    8.2.1

                  	
                    Indebtedness

                  	
                    57

                  
	 
      	 
      	
                    8.2.2

                  	
                    Liens

                  	
                    58

                  
	 
      	 
      	
                    8.2.3

                  	
                    Guaranties

                  	
                    58

                  
	 
      	 
      	
                    8.2.4

                  	
                    Loans
      and Investments

                  	
                    58

                  
	 
      	 
      	
                    8.2.5

                  	
                    Dividends
      and Related Distributions

                  	
                    59

                  
	 
      	 
      	
                    8.2.6

                  	
                    Liquidations,
      Mergers, Consolidations, Acquisitions

                  	
                    59

                  
	 
      	 
      	
                    8.2.7

                  	
                    Dispositions
      of Assets or Subsidiaries

                  	
                    60

                  
	 
      	 
      	
                    8.2.8

                  	
                    Affiliate
      Transactions

                  	
                    61

                  
	 
      	 
      	
                    8.2.9

                  	
                    Subsidiaries,
      Partnerships and Joint Ventures

                  	
                    61

                  
	 
      	 
      	
                    8.2.10

                  	
                    Continuation
      of or Change in Business

                  	
                    62

                  
	 
      	 
      	
                    8.2.11

                  	
                    Issuance
      of Stock

                  	
                    62

                  
	 
      	 
      	
                    8.2.12

                  	
                    Changes
      in Organizational Documents

                  	
                    62

                  
	 
      	 
      	
                    8.2.13

                  	
                    Negative
      Pledges

                  	
                    62

                  
	 
      	 
      	
                    8.2.14

                  	
                    Hedging
      Obligations

                  	
                    62

                  
	 
      	 
      	
                    8.2.15

                  	
                    Sale
      and Leaseback Transaction

                  	
                    62

                  
	 
      	 
      	
                    8.2.16

                  	
                    Prepayment
      of Subordinated Debt

                  	
                    62

                  
	 
      	 
      	
                    8.2.17

                  	
                    Subsidiary
      Covenants

                  	
                    63

                  
	 
      	 
      	
                    8.2.18

                  	
                    Maximum
      Leverage Ratio

                  	
                    63

                  
	 
      	 
      	
                    8.2.19

                  	
                    Minimum
      Consolidated Tangible Net Worth

                  	
                    63

                  
	 
      	
                    8.3

                  	
                    Reporting
      Requirements

                  	
                    63

                  
	 
      	 
      	
                    8.3.1

                  	
                    Quarterly
      Financial Statements

                  	
                    63

                  
	 
      	 
      	
                    8.3.2

                  	
                    Annual
      Financial Statements

                  	
                    64

                  
	 
      	 
      	
                    8.3.3

                  	
                    Certificate
      of the Borrowers

                  	
                    64

                  
	 
      	 
      	
                    8.3.4

                  	
                    Net
      Cash Reporting Event

                  	
                    64

                  
	 
      	 
      	
                    8.3.5

                  	
                    Notices

                  	
                    65

                  
	 
      	 
      	 
      
	
                    9.

                  	
                    DEFAULT

                  	
                    66

                  
	 
      	
                    9.1

                  	Events
      of Default	
                    66

                  
	 
      	 
      	
                    9.1.1

                  	
                    Payments
      Under Loan Documents

                  	
                    66

                  
	 
      	 
      	
                    9.1.2

                  	
                    Breach
      of Warranty

                  	
                    66

                  
	 
      	 
      	
                    9.1.3

                  	
                    Breach
      of Negative Covenants, Net Cash Reporting Event, Visitation Rights or
      Granting of Liens in Collateral

                  	
                    66

                  
	 
      	 
      	
                    9.1.4

                  	
                    Breach
      of Other Covenants

                  	
                    66

                  
	 
      	 
      	
                    9.1.5

                  	
                    Defaults
      in Other Agreements or Indebtedness

                  	
                    67

                  
	 
      	 
      	
                    9.1.6

                  	
                    Final
      Judgments or Orders

                  	
                    67

                  
	 
      	 
      	
                    9.1.7

                  	
                    Loan
      Document Unenforceable

                  	
                    67

                  
	 
      	 
      	
                    9.1.8

                  	
                    Uninsured
      Losses; Proceedings Against Assets

                  	
                    67

                  
	 
      	 
      	
                    9.1.9

                  	
                    Events
      Relating to Plans and Benefit Arrangements

                  	
                    67

                  
	 
      	 
      	
                    9.1.10

                  	
                    Change
      of Control

                  	
                    67

                  
	 
      	 
      	
                    9.1.11

                  	
                    Material
      Adverse Change

                  	
                    67

                  
	 
      	 
      	
                    9.1.12

                  	
                    Relief
      Proceedings

                  	
                    67

                  
	 
      	
                    9.2

                  	
                    Consequences
      of Event of Default

                  	
                    68

                  
	 
      	 
      	
                    9.2.1

                  	
                    Events
      of Default Other Than Bankruptcy, Insolvency or Reorganization
      Proceedings

                  	
                    68

                  
	 
      	 
      	
                    9.2.2

                  	
                    Bankruptcy,
      Insolvency or Reorganization Proceedings

                  	
                    68

                  
	 
      	 
      	
                    9.2.3

                  	
                    Set-off

                  	
                    68

                  
	 
      	 
      	
                    9.2.4

                  	
                    Application
      of Proceeds

                  	
                    69

                  


          

        

      

    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  10.

                	
                  THE
      ADMINISTRATIVE AGENT

                	
                  69

                
	 
      	
                  10.1

                	
                  Appointment
      and Authority

                	
                  69

                
	 
      	
                  10.2

                	
                  Rights
      as a Lender

                	
                  69

                
	 
      	
                  10.3

                	
                  Exculpatory
      Provisions

                	
                  70

                
	 
      	
                  10.4

                	
                  Reliance
      by Administrative Agent

                	
                  71

                
	 
      	
                  10.5

                	
                  Delegation
      of Duties

                	
                  71

                
	 
      	
                  10.6

                	
                  Resignation
      of Administrative Agent

                	
                  71

                
	 
      	
                  10.7

                	
                  Non-Reliance
      on Administrative Agent and Other Lenders

                	
                  72

                
	 
      	
                  10.8

                	
                  No
      Other Duties, etc

                	
                  72

                
	 
      	
                  10.9

                	
                  Administrative
      Agent's Fee

                	
                  72

                
	 
      	
                  10.10

                	
                  Authorization
      to Release Collateral and Guarantors

                	
                  72

                
	 
      	
                  10.11

                	
                  No
      Reliance on Administrative Agent's Customer Identification
      Program

                	
                  73

                
	 
      	 
      	 
      
	
                  11.

                	
                  MISCELLANEOUS

                	
                  73

                
	 
      	
                  11.1

                	
                  Modifications,
      Amendments or Waivers

                	
                  73

                
	 
      	 
      	
                  11.1.1

                	
                  Increase
      of Commitment

                	
                  73

                
	 
      	 
      	
                  11.1.2

                	
                  Extension
      of Payment; Reduction of Principal Interest or Fees; Modification of Terms
      of Payment

                	
                  73

                
	 
      	 
      	
                  11.1.3

                	
                  Release
      of Collateral or Guarantor

                	
                  74

                
	 
      	 
      	
                  11.1.4

                	
                  Miscellaneous

                	
                  74

                
	 
      	
                  11.2

                	
                  No
      Implied Waivers; Cumulative Remedies

                	
                  74

                
	 
      	
                  11.3

                	
                  Expenses;
      Indemnity; Damage Waiver

                	
                  74

                
	 
      	 
      	
                  11.3.1

                	
                  Costs
      and Expenses

                	
                  74

                
	 
      	 
      	
                  11.3.2

                	
                  Indemnification
      by the Borrowers

                	
                  75

                
	 
      	 
      	
                  11.3.3

                	
                  Reimbursement
      by Lenders

                	
                  76

                
	 
      	 
      	
                  11.3.4

                	
                  Waiver
      of Consequential Damages, Etc

                	
                  76

                
	 
      	 
      	
                  11.3.5

                	
                  Payments

                	
                  76

                
	 
      	
                  11.4

                	
                  Holidays

                	
                  76

                
	 
      	
                  11.5

                	
                  Notices;
      Effectiveness; Electronic Communication

                	
                  76

                
	 
      	 
      	
                  11.5.1

                	
                  Notices
      Generally.

                	
                  76

                
	 
      	 
      	
                  11.5.2

                	
                  Electronic
      Communications.

                	
                  77

                
	 
      	 
      	
                  11.5.3

                	
                  Change
      of Address, Etc.

                	
                  77

                
	 
      	
                  11.6

                	
                  Severability

                	
                  77

                
	 
      	
                  11.7

                	
                  Duration;
      Survival

                	
                  77

                
	 
      	
                  11.8

                	
                  Successors
      and Assigns

                	
                  78

                
	 
      	 
      	
                  11.8.1

                	
                  Successors
      and Assigns Generally

                	
                  78

                
	 
      	 
      	
                  11.8.2

                	
                  Assignments
      by Lenders

                	
                  78

                
	 
      	 
      	
                  11.8.3

                	
                  Register

                	
                  79

                
	 
      	 
      	
                  11.8.4

                	
                  Participations

                	
                  80

                
	 
      	 
      	
                  11.8.5

                	
                  Limitations
      upon Participant Rights Successors and Assigns Generally

                	
                  80

                
	 
      	 
      	
                  11.8.6

                	
                  Certain
      Pledges; Successors and Assigns Generally

                	
                  80

                
	 
      	
                  11.9

                	
                  Obligations
      Absolute

                	
                  81

                
	 
      	
                  11.10

                	
                  Joinder

                	
                  82

                
	 
      	
                  11.11

                	
                  Waivers,
      etc

                	
                  82

                
	 
      	
                  11.12

                	
                  Joint
      and Several Liability; Guaranty and Surety Matters

                	
                  83

                
	 
      	
                  11.13

                	
                  Confidentiality

                	
                  84

                
	 
      	 
      	
                  11.13.1

                	
                  General

                	
                  84

                


        

      

    

     

    
      
         


      

      
        v

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	
                  11.13.2

                	
                  Sharing
      Information With Affiliates of the Lenders

                	
                  84

                
	 
      	
                  11.14

                	
                  Counterparts;
      Integration; Effectiveness

                	
                  85

                
	 
      	
                  11.15

                	
                  CHOICE
      OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
      WAIVER OF JURY TRIAL; WAIVER OF BOND; ADVICE OF COUNSEL

                	
                  85

                
	 
      	 
      	
                  11.15.1

                	
                  Governing
      Law

                	
                  85

                
	 
      	 
      	
                  11.15.2

                	
                  SUBMISSION
      TO JURISDICTION

                	
                  85

                
	 
      	 
      	
                  11.15.3

                	
                  WAIVER
      OF VENUE

                	
                  86

                
	 
      	 
      	
                  11.15.4

                	
                  SERVICE
      OF PROCESS

                	
                  86

                
	 
      	 
      	
                  11.15.5

                	
                  WAIVER
      OF JURY TRIAL

                	
                  86

                
	 
      	 
      	
                  11.15.6

                	
                  WAIVER
      OF BOND

                	
                  86

                
	 
      	 
      	
                  11.15.7

                	
                  ADVICE
      OF COUNSEL

                	
                  87

                
	 
      	
                  11.16

                	
                  Borrower
      Representative

                	
                  87

                
	 
      	
                  11.17

                	
                  Subordination
      of Intercompany Indebtedness

                	
                  87

                
	 
      	
                  11.18

                	
                  USA
      Patriot Act Notice

                	
                  88

                


        

      

    

     

    
      
         


      

      
        vi

        
          

        

      

      
         


      

    

     

    CREDIT
AGREEMENT

     

    THIS
CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
February 18, 2010 and is made by and among THE FINISH LINE, INC., an Indiana
corporation, THE FINISH LINE USA, INC., an Indiana corporation, THE FINISH LINE
DISTRIBUTION, INC., an Indiana corporation, FINISH LINE TRANSPORTATION CO.,
INC., an Indiana corporation and SPIKE'S HOLDING, LLC, an Indiana limited
liability company (each a "Borrower" and collectively,
the "Borrowers"), each
of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter
defined), Bank of America, N.A. as syndication agent and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent, lead arranger and sole
book runner for the Lenders under this Agreement (hereinafter referred to in
such capacity as the "Administrative
Agent").

     

    The
Borrowers have requested the Lenders to provide a revolving credit facility to
the Borrowers in an aggregate principal amount not to exceed $50,000,000 (with
an option to increase such revolving credit facility pursuant to the terms
hereof in an aggregate principal amount not to exceed
$100,000,000).  In consideration of their mutual covenants and
agreements hereinafter set forth and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:

     

    1.           CERTAIN
DEFINITIONS

     

    1.1           Certain
Definitions.  In
addition to words and terms defined elsewhere in this Agreement, the following
words and terms shall have the following meanings, respectively, unless the
context hereof clearly requires otherwise:

     

    Acquisition shall
mean any transaction, or any series of related transactions, consummated on or
after the date of this Agreement, by which any of the Loan Parties (i) acquires
any going business concerns or all or substantially all of the assets of any
firm, corporation or division thereof, whether through purchase of assets,
merger or otherwise or (ii) directly or indirectly acquires (in one transaction
or as the most recent transaction in a series of transactions) at least a
majority (in number of votes) of the securities of a corporation which have
ordinary voting power for the election of directors (other than securities
having such power only by reason of the happening of a contingency) or a
majority (by percentage of voting power) of the outstanding equity interests of
another Person.

     

    Adjusted Debt shall
mean the Indebtedness of the Loan Parties plus an amount equal
to six (6) times the Rentals, minus cash on hand
and Cash Equivalents.

     

    Administrative Agent
shall mean PNC Bank, National Association, and its successors and
assigns.

     

    Administrative Agent's
Fee shall have the meaning specified in Section 10.9 [Administrative
Agent's Fee].

     

    Administrative Agent's
Letter shall have the meaning specified in Section10.9 [Administrative
Agent's Fee].


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Affiliate as to any
Person shall mean any other Person (i) which directly or indirectly
controls, is controlled by, or is under common control with such Person,
(ii) which beneficially owns or holds 5% or more of any class of the voting
or other equity interests of such Person, or (iii) 5% or more of any class
of voting interests or other equity interests of which is beneficially owned or
held, directly or indirectly, by such Person.

     

    Anti-Terrorism Laws
shall mean any Laws relating to terrorism or money laundering, including
Executive Order No. 13224, the USA Patriot Act, the Laws comprising or
implementing the Bank Secrecy Act, and the Laws administered by the United
States Treasury Department's Office of Foreign Asset Control (as any of the
foregoing Laws may from time to time be amended, renewed, extended, or
replaced).

     

    Applicable Facility Fee
Rate shall mean the percentage rate per annum based on the Leverage Ratio
then in effect according to the pricing grid on Schedule 1.1(A) below
the heading "Facility Fee."

     

    Applicable Letter of Credit
Fee Rate shall mean the percentage rate per annum based on the Leverage
Ratio then in effect according to the pricing grid on Schedule 1.1(A) below
the heading "Letter of Credit Fee."

     

    Applicable Margin
shall mean, as
applicable:

     

    (A)           the
percentage spread to be added to the Base Rate applicable to Revolving Credit
Loans under the Base Rate Option based on the Leverage Ratio then in effect
according to the pricing grid on Schedule 1.1(A) below
the heading "Revolving Credit Base Rate Spread", or

     

    (B)           the
percentage spread to be added to the LIBOR Rate applicable to Revolving Credit
Loans under the LIBOR Rate Option based on the Leverage Ratio then in effect
according to the pricing grid on Schedule 1.1(A) below
the heading "Revolving Credit LIBOR Rate Spread".

     

    Approved Fund shall
mean any fund that is engaged in making, purchasing, holding or investing in
bank loans and similar extensions of credit in the ordinary course of business
and 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.

     

    Asset Sale shall mean
with respect to any Person, the sale, lease, conveyance, disposition or other
transfer by such Person of any of its assets (including by way of a
sale-leaseback transaction and including the sale or other transfer of any of
the equity interests of any Subsidiary of such Person).

     

    Assignment and
Assumption shall mean an assignment and assumption entered into by a
Lender and an assignee permitted under Section 11.8 [Successors and Assigns], in
substantially the form of Exhibit 1.1(A).

     

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    Authorized Officer
shall mean, with respect to any Loan Party, the Chief Executive Officer,
President, Chief Financial Officer, Deputy Chief Financial Officer, Chief
Accounting Officer, Treasurer or Assistant Treasurer of such Loan Party or such
other individuals, designated by written notice to the Administrative Agent from
any Borrower, authorized to execute notices, reports and other documents on
behalf of the Loan Parties required hereunder.  The Borrowers may
amend such list of individuals from time to time by giving written notice of
such amendment to the Administrative Agent.

     

    Base Rate shall mean,
for any day, a fluctuating per annum rate of interest equal to the highest of
(a) the Federal Funds Open Rate, plus 0.5%, and
(b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points
(1.0%).  Any change in the Base Rate (or any component thereof) shall
take effect at the opening of business on the day such change
occurs.

     

    Base Rate Option
shall mean the option of the Borrowers to have Loans bear interest at the rate
and under the terms set forth in Section 4.1.1(i) [Revolving Credit Base
Rate Option].

     

    Borrower shall mean
each of The Finish Line, Inc., an Indiana corporation, The Finish Line USA,
Inc., an Indiana corporation, The Finish Line Distribution, Inc., an Indiana
corporation, Finish Line Transportation Co., Inc., an Indiana corporation and
Spike's Holding, LLC, an Indiana limited liability company, and Borrowers shall mean
all of them.

     

    Borrower
Representative shall mean The Finish Line, Inc., an Indiana
corporation.

     

    Borrowing Date shall
mean, with respect to any Loan, the date for the making thereof or the renewal
or conversion thereof at or to the same or a different Interest Rate Option,
which shall be a Business Day.

     

    Borrowing Tranche
shall mean specified portions of Loans outstanding as
follows:  (i) any Loans to which a LIBOR Rate Option applies
which become subject to the same Interest Rate Option under the same Loan
Request by the Borrowers and which have the same Interest Period shall
constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate
Option applies shall constitute one Borrowing Tranche.

     

    Business Day shall
mean any day other than a Saturday or Sunday or a legal holiday on which
commercial banks are authorized or required to be closed for business in
Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan
to which the LIBOR Rate Option applies, such day must also be a day on which
dealings are carried on in the London interbank market.

     

    Capitalized Lease of
a Person shall mean any lease of property by such Person as lessee which would
be capitalized on a balance sheet of such Person prepared in accordance with
GAAP.

     

    Capitalized Lease
Obligations of a Person shall mean the amount of the obligations of such
Person under Capitalized Leases which would be capitalized on a balance sheet of
such Person prepared in accordance with GAAP.

     

    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    Capital Stock shall
mean (i) in the case of a corporation, corporate stock, (ii) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, (iii) in
the case of a partnership, partnership interests (whether general or limited)
and (iv) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.

     

    Cash Collateral shall
have the meaning assigned to such term in the definition of "Cash
Collateralize".

     

    Cash Collateralize
means to pledge and deposit with or deliver to Administrative Agent, as
collateral for any Obligations arising under any Letter of Credit, cash or
deposit account balances ("Cash Collateral") pursuant to documentation
reasonably satisfactory to Administrative Agent.  Such Cash Collateral
shall be maintained in blocked deposit accounts at the Administrative
Agent.

     

    Cash Equivalents
shall mean (i) marketable direct obligations issued or unconditionally
guaranteed by the United States government and backed by the full faith and
credit of the United States government; (ii) domestic and Eurodollar
certificates of deposit and time deposits, bankers' acceptances and floating
rate certificates of deposit issued by any commercial bank organized under the
laws of the United States, any state thereof, the District of Columbia, any
foreign bank, or its branches or agencies (fully protected against currency
fluctuations for any such deposits with a term of more than 180 days); (iii)
shares of money market, mutual or similar funds having assets in excess of
$100,000,000 and the investments of which consist primarily of assets described
in clauses (i), (ii), (iv) and (v); (iv) commercial paper of United States and
foreign banks and bank holding companies and their subsidiaries and United
States and foreign finance, commercial industrial or utility companies which, at
the time of acquisition, are rated A-1 (or better) by Standard & Poor's, or
P-1 (or better) by Moody's; and (v) short-term tax exempt securities rated
BBB or better by Standard & Poor's or Baa2 or better by
Moody's.

     

    Change of Control
shall mean an event or series of events by which:

    


    (a) any
person or group, other than a group, the majority of whose shares are comprised
of existing class B share owners of the Parent or their Affiliates, acquires
ownership, directly or indirectly, beneficially or of record (all within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of Capital
Stock of the Parent representing more than 51% of the aggregate ordinary voting
power represented by the issued and outstanding Capital Stock of the Parent;
or

    


    (b)
during any period of twelve (12) consecutive calendar months,
individuals:  (i)  who were directors of the Parent on the
first day of such period, or (ii) whose election or nomination for election to
the board of directors of the Parent was nominated, recommended or approved by
at least a majority of the directors then still in office who were directors of
the Parent on the first day of such period, or whose election or nomination for
election was so approved, shall cease to constitute a majority of the board of
directors of the Parent; or


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

    


    (c)
Parent consolidates with or merges into another corporation or conveys,
transfers or leases all or substantially all of its property to any Person, or
any corporation consolidates with or merges into the Parent, in either event
pursuant to a transaction in which the outstanding Capital Stock of the Parent
is reclassified or changed into or exchanged for cash, securities or other
property; provided, however, that the consummation of any transaction permitted
by 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] hereof shall not
constitute a Change of Control hereunder; or

    


    (d)
Parent ceases to own and control, directly or indirectly, fifty-one percent
(51%) or more combined voting power (on a fully diluted basis) of any other
Borrower's Capital Stock ordinarily having the right to vote at an election of
directors.

     

    Change in Law shall
mean the occurrence, after the date of this Agreement, of any of the following:
(a) the adoption or taking effect of any Law, (b) any change in any
Law or in the administration, interpretation or application thereof by any
Official Body or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of Law) by any Official
Body.

     

    Closing Date shall
mean February 18, 2010.

     

    Code shall mean the
Internal Revenue Code of 1986, as the same may be amended or supplemented from
time to time, and any successor statute of similar import, and the rules and
regulations thereunder, as from time to time in effect.

     

    Collateral shall mean
(i) upon the occurrence of and during the continuation of a Collateralization
Event, Inventory and proceeds thereof of the Loan Parties, (ii) upon the
occurrence of and during the continuation of a Collateralization Event and to
the extent Borrowers may grant a security interest under the UCC, all present
and future business records and information relating to such Inventory,
including computer tapes and other storage media containing the same and
computer programs and software (including without limitation, source code,
object code and related manuals and documentation and all licenses to use such
software) and for accessing and manipulating such information, and (iii) any
Cash Collateral.

     

    Collateral Documents
shall have the meaning specified in Section 6.1.11 [Liens in the
Collateral].

     

    Collateralization
Event shall have occurred when Net Cash is less than (i) $50,000,000 as
of the last day of the fiscal quarter for two (2) consecutive fiscal quarters,
(ii) less than $25,000,000 as of the last day of any fiscal quarter or (iii)
less than $25,000,000 as of any day when the Borrowers are required to report
Net Cash on a daily basis pursuant to Section 8.3.4 [Net Cash Reporting
Event].  Once triggered, the Collateralization Event shall continue
until such time as the Net Cash is greater than or equal to $50,000,000 as of
the last day of the fiscal quarter for two (2) consecutive fiscal
quarters.

     

    Commitment shall mean
as to any Lender the aggregate of its Revolving Credit Commitment, and Commitments shall
mean the aggregate of the Revolving Credit Commitments of all of the
Lenders.

     

    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    Compliance
Certificate shall have the meaning specified in Section 8.3.3
[Certificate of the Borrowers].

     

    Consolidated Net
Worth shall mean at a particular date, all
amounts which would be included under shareholders’ equity (including the
reduction for any treasury stock) for any Person and its consolidated
Subsidiaries (other than Excluded Subsidiaries) determined in accordance with
GAAP and reflected on the financial statements delivered pursuant to Section 8.3
[Reporting Requirements].

     

    Consolidated Tangible Net
Worth shall mean on any date of determination with respect to the Parent
and its Subsidiaries (other than Excluded Subsidiaries), the amount by which (a)
Consolidated Net Worth exceeds (b) the sum
of (i) all assets of Loan Parties (other than Excluded Subsidiaries) which would
be classified as intangible assets under GAAP, including without limitation,
goodwill (whether representing the excess of cost over book value of assets
acquired or otherwise), patents, trademarks, trade names, copyrights,
franchises, operating permits, unamortized debt discount and expense,
organization costs, and research and development costs, (ii) securities not
constituting marketable securities, (iii) cash set apart and held in a sinking
or other similar fund established for the purpose of redemption or other
retirement of Capital Stock, (iv) to the extent not otherwise deducted, reserves
for depreciation, depletion, obsolescence and/or amortization of properties and
all other reserves or appropriations of retained earnings which, in accordance
with GAAP, should be established in connection with the business conducted by
Parent, and (v) any revaluation or other write-up in book value of assets
subsequent to the date hereof (but only to the extent not permitted under
GAAP).

     

    Consolidated Total
Assets shall mean the total assets of Loan Parties, determined on a
consolidated basis in accordance with GAAP and as shown on the financial
statements of Parent delivered pursuant to Section 8.3 [Reporting Requirements],
specifically excluding the total assets of the Excluded
Subsidiaries.

     

    Daily LIBOR Rate
shall mean, for any day, the rate per annum determined by the Administrative
Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve
Percentage on such day.

     

    Defaulting Lender
shall mean any Lender that (a) has failed to fund any portion of the Loans,
participations with respect to Letters of Credit, or participations in Swing
Line Loans required to be funded by it hereunder within one Business Day of the
date required to be funded by it hereunder unless such failure has been cured
and all interest accruing as a result of such failure has been fully paid in
accordance with the terms hereof, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute or unless such failure has been cured and all interest
accruing as a result of such failure has been fully paid in accordance with the
terms hereof, or (c) has since the date of this Agreement been deemed insolvent
by an Official Body or become the subject of a bankruptcy, receivership,
conservatorship or insolvency proceeding.

     

    Delinquent Lender
shall have the meaning specified in Section 5.3 [Sharing of Payments by
Lenders].

     

    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

     

    Dollar, Dollars, U.S.
Dollars and the symbol $ shall mean lawful
money of the United States of America.

     

    Drawing Date shall
have the meaning specified in Section 2.9.3 [Disbursements,
Reimbursement].

     

    EBITDAR for any
period, on a consolidated basis for the Loan Parties (specifically excluding the
Excluded Subsidiaries), the sum of the amounts for such period, without
duplication, of (A) Net Income, plus (B) to the extent deducted in determining
Net Income, (i) Interest Expense, plus (ii) charges
against income for foreign, federal, state and local taxes to the extent
deducted in computing Net Income, plus (iii)
depreciation expense, plus (iv)
amortization expense, including, without limitation, amortization of goodwill
and other intangible assets (including any impairment charges in respect of
intangible assets), plus (v) Transaction
Costs, plus
(vi) extraordinary losses, plus (vii) non-cash
non-recurring expenses and charges (including any impairment charges in respect
of tangible assets), plus (viii) Rentals,
minus (C)
extraordinary gains to the extent included in computing Net Income, for such
period determined and consolidated in accordance with GAAP.

     

    Environmental Laws
shall mean all applicable federal, state, local, tribal, territorial and foreign
Laws (including common law), constitutions, statutes, treaties, regulations,
rules, ordinances and codes and any consent decrees, settlement agreements,
judgments, orders, directives, policies or programs issued by or entered into
with an Official Body pertaining or relating to: (i) pollution or pollution
control; (ii) protection of human health from exposure to regulated
substances; (iii) protection of the environment and/or natural resources;
(iv) employee safety in the workplace; (v) the presence, use, management,
generation, manufacture, processing, extraction, treatment, recycling, refining,
reclamation, labeling, packaging, sale, transport, storage, collection,
distribution, disposal or release or threat of release of regulated substances;
(vi) the presence of contamination; (vii) the protection of endangered
or threatened species; and (viii) the protection of environmentally
sensitive areas.

     

    ERISA shall mean the
Employee Retirement Income Security Act of 1974, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and
the rules and regulations thereunder, as from time to time in
effect.

     

    ERISA Affiliate shall
mean, at any time, any trade or business (whether or not incorporated) under
common control with the Borrowers and are treated as a single employer under
Section 414 of the Code.

     

    ERISA Event shall
mean (a) a reportable event (under Section 4043 of ERISA and regulations
thereunder) with respect to a Pension Plan; (b) a withdrawal by any Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during
a plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal
by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization; (d) the filing of a notice of
intent to terminate, the treatment of a Plan amendment as a termination under
Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; or (f) the imposition of any liability under Title IV of ERISA, other than
for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any
Borrower or any ERISA Affiliate.

     

    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    ERISA Group shall
mean, at any time, the Borrowers and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control and all other entities which, together with the Borrowers, are
treated as a single employer under Section 414 of the Internal Revenue
Code.

     

    Event of Default
shall mean any of the events described in Section 9.1 [Events of Default]
and referred to therein as an "Event of Default."

     

    Excluded Subsidiaries
shall mean Subsidiaries of the Loan Parties which (a) are not organized under
the laws of any state of the United States of America, (b) conducts all of their
business operations outside of the United States of America and (c) have, on a
collective basis, a net worth of less than ten percent (10%) of the Parent's
Consolidated Total Assets (other than Excluded Subsidiaries).  The
Excluded Subsidiaries are not required to join this Agreement as Guarantors or
to have their equity pledged to the Administrative Agent for the benefit of the
Lenders; provided however, an Excluded Subsidiary may, at the election of the
Borrowers, become a Loan Party by having 65% of its equity interest pledged as
collateral security for the Obligations.

     

    Excluded Taxes shall
mean, with respect to the Administrative Agent, any Lender, the Issuing Lender
or any other recipient of any payment to be made by or on account of any
obligation of the Borrowers hereunder, (a) taxes imposed on or measured by
its overall net income (however denominated), and franchise taxes imposed on it
(in lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the Laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction in which any Borrower is located and (c) in the case of a
Foreign Lender, any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new lending office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 5.9.5 [Status of Lenders], except to the extent that such Foreign Lender
(or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from the Borrowers
with respect to such withholding tax pursuant to Section 5.9.1 [Payment Free of
Taxes].

     

    Executive Order No.
13224 shall mean the Executive Order No. 13224 on Terrorist
Financing,  effective September 24, 2001, as the same has been, or
shall hereafter be, renewed, extended, amended or replaced.

     

    Existing Credit
Agreement shall mean that certain Credit Agreement by and between certain
of the Borrowers, the lenders party thereto and National City Bank of Indiana,
as agent dated as of February 25, 2005, as amended.

     

    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    

     

    Existing Letters of
Credit shall have the meaning assigned to that term in Section 2.9
[Letter of Credit Subfacility].

     

    Expiration Date shall
mean, with respect to the Revolving Credit Commitments, March 1,
2013.

     

    Facility Fees shall
mean the fees referred to in Section 2.4 [Facility Fees].

     

    Federal Funds Effective
Rate for any day shall mean the rate per annum (based on a year of 360
days and actual days elapsed and rounded upward to the nearest 1/100 of 1%)
announced by the Federal Reserve Bank of New York (or any successor) on such day
as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the "Federal Funds Effective
Rate" as of the date of this Agreement; provided, if such
Federal Reserve Bank (or its successor) does not announce such rate on any day,
the "Federal Funds Effective Rate" for such day shall be the Federal Funds
Effective Rate for the last day on which such rate was announced.

     

    Federal Funds Open
Rate for any day shall mean the rate per annum (based on a year of 360
days and actual days elapsed) which is the daily federal funds open rate as
quoted by ICAP North America, Inc. (or any successor) as set forth on
the  Bloomberg Screen BTMM for that day opposite the caption "OPEN"
(or on such other substitute Bloomberg Screen that displays such rate), or as
set forth on such other recognized electronic source used for the purpose of
displaying such rate as selected by the Administrative Agent (for purposes of
this definition, an "Alternate
Source") (or if such rate for such day does not appear on the Bloomberg
Screen BTMM (or any substitute screen) or on any Alternate Source, or if there
shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or
any substitute screen) or any Alternate Source, a comparable replacement rate
determined by the Administrative Agent at such time (which determination shall
be conclusive absent manifest error); provided however, that if such day is not
a Business Day, the Federal Funds Rate for such day shall be the "open" rate on
the immediately preceding Business Day.  If and when the Federal Funds
Rate changes, the rate of interest with respect to any advance to which the
Federal Funds Rate applies will change automatically without notice to the
Borrowers, effective on the date of any such change.

     

    Foreign Lender shall
mean any Lender that is organized under the Laws of a jurisdiction other than
that in which any Borrower is resident for tax purposes.  For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single
jurisdiction.

     

    GAAP shall mean
generally accepted accounting principles as are in effect from time to time,
subject to the provisions of Section 1.3 [Accounting Principles], and
applied on a consistent basis both as to classification of items and amounts;
provided, however, that all
pro forma
financial statements reflecting Acquisitions may include pro forma expense and
cost reductions which, in the reasonable and good faith judgment of Parent's
senior management, will result from such Acquisitions; provided, that any
such adjustments shall be subject to the approval of Agent in its reasonable
judgment.

     

    
      
         


      

      
        - 9
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    Guarantor shall mean
each of the parties to this Agreement which is designated as a "Guarantor" on
the signature page hereof and each other Person which joins this Agreement as a
Guarantor after the date hereof.

     

    Guarantor Joinder
shall mean a joinder by a Person as a Guarantor under the Loan Documents in the
form of Exhibit 1.1(G)(1).

     

    Guaranty of any
Person shall mean any obligation of such Person guaranteeing or in effect
guaranteeing any liability or obligation of any other Person in any manner,
whether directly or indirectly, including any agreement to indemnify or hold
harmless any other Person, any performance bond or other suretyship arrangement
and any other form of assurance against loss, except endorsement of negotiable
or other instruments for deposit or collection in the ordinary course of
business.

     

    Guaranty Agreement
shall mean the Continuing Agreement of Guaranty and Suretyship in substantially
the form of Exhibit
1.1(G)(2) executed and delivered by each of the Guarantors.

     

    Hedge Agreements
shall have the meaning specified in Section 8.2.14 [Hedging
Obligations].

     

    Hedging Obligations
of a Person shall mean any and all obligations of such Person, whether absolute
or contingent and howsoever and whensoever created, arising, evidenced or
acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (i) any and all agreements, devices or
arrangements designed to protect at least one of the parties thereto from the
fluctuations of interest rates, commodity prices, exchange rates or forward
rates applicable to such party's assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, forward rate currency or interest rate
options, puts and warrants, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any of the foregoing.

     

    Increasing Lender
shall have the meaning assigned to that term in Section 2.11 [Increase in
Revolving Credit Commitments].

     

    Indebtedness shall
mean, as to any Person at any time, without duplication, such Person's (a)
obligations for borrowed money, (b) obligations representing the deferred
purchase price of property or services, (c) obligations, whether or not assumed,
secured by Liens or payable pursuant to an agreement out of the proceeds from
the sale of property now or hereafter owned or acquired by such Person, (d)
obligations which are evidenced by notes, acceptances, or other instruments, (e)
Capitalized Lease Obligations, (f) indebtedness or other obligations of any
other Person for borrowed money or for the deferred purchase price of property
or services, the payment or collection of which the subject Person has
guaranteed (except by reason of endorsement for collection in the ordinary
course of business) or in respect of which the subject Person is liable,
contingently or otherwise, including, without limitation, liability by way of
agreement to provide funds for payment, to supply funds to or otherwise to
invest in such other Person, or otherwise to assure a creditor against loss, (g)
reimbursement or other obligations in connection with letters of credit, and (h)
obligations in connection with Sale and Leaseback Transactions; provided, that
Indebtedness shall not be deemed to include (i) rental expense under any
operating lease, (ii) accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the trade, or (iii) any equity
security that is not convertible into Indebtedness (including preferred stock
that is not convertible into Indebtedness).

     

    
      
         


      

      
        - 10
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    Indemnified Taxes
shall mean Taxes other than Excluded Taxes.

     

    Indemnitee shall have
the meaning specified in Section 11.3.2 [Indemnification by the
Borrowers].

     

    Information shall
mean all information received from the Loan Parties or any of their Subsidiaries
relating to the Loan Parties or any of such 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 non-confidential
basis prior to disclosure by the Loan Parties or any of their Subsidiaries,
provided that,
in the case of information received from the Loan Parties or any of their
Subsidiaries after the date of this Agreement, such information is clearly
identified at the time of delivery as confidential.

     

    Insolvency Proceeding
shall mean, with respect to any Person, (a) a case, action or proceeding
with respect to such Person (i) before any court or any other Official Body
under any bankruptcy, insolvency, reorganization or other similar Law now or
hereafter in effect, or (ii) for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar official) of
any Loan Party or otherwise relating to the liquidation, dissolution, winding-up
or relief of such Person, or (b) any general assignment for the benefit of
creditors, composition, marshaling of assets for creditors, or other, similar
arrangement in respect of such Person's creditors generally or any substantial
portion of its creditors; undertaken under any Law.

     

    Intercompany
Indebtedness shall have the meaning set forth in section 11.17
[Subordination of Intercompany Indebtedness].

     

    Interest Expense
shall mean, for any period, the total interest expense of the Loan Parties,
whether paid or accrued (including the interest component of Capitalized Leases,
commitment and letter of credit fees) as reflected on the income statement of
the Parent and its consolidated Subsidiaries, all as determined in conformity
with GAAP.

     

    Interest Period shall
mean the period of time selected by the Borrowers in connection with (and to
apply to) any election permitted hereunder by the Borrowers to have Revolving
Credit Loans bear interest under the LIBOR Rate Option.  Subject to
the last sentence of this definition, such period shall be one, two, three or
six Months  Such Interest Period shall commence on the effective date
of such Interest Rate Option, which shall be (i) the Borrowing Date if the
Borrowers are requesting new Loans, or (ii) the date of renewal of or conversion
to the LIBOR Rate Option if the Borrowers are renewing or converting to the
LIBOR Rate Option applicable to outstanding Loans.  Notwithstanding
the second sentence hereof: (A) any Interest Period which would otherwise end on
a date which is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day, and (B)
the Borrowers shall not select, convert to or renew an Interest Period for any
portion of the Loans that would end after the Expiration Date.


    
      
         


      

      
        - 11
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    Interest Rate Hedge
shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap,
adjustable strike corridor or similar agreements entered into by the Loan
Parties or their Subsidiaries in order to provide protection to, or minimize the
impact upon, the Borrowers, the Guarantor and/or their Subsidiaries of
increasing floating rates of interest applicable to Indebtedness.

     

    Interest Rate Option
shall mean any LIBOR Rate Option or Base Rate Option.

     

    IRS shall mean the
Internal Revenue Service.

     

    Inventory shall mean
any and all goods, including, without limitation, goods in transit, wheresoever
located, whether now owned or hereafter acquired by the Loan Parties, which are
held for sale or lease, furnished under any contract of service or held as raw
materials, work in process or supplies, and all materials used or consumed in
the business of Loan Parties, and shall include all right, title and interest of
the Loan Parties in any property the sale or other disposition of which has
given rise to receivables and which has been returned to or repossessed or
stopped in transit by the Loan Parties.

     

    Issuing Lender shall
mean PNC, in its individual capacity as issuer of Letters of Credit hereunder
and any other Lender that Borrowers, Administrative Agent and such other Lender
may agree may from time to time issue Letters of Credit hereunder.

     

    Joint Venture shall
mean a corporation, partnership, limited liability company or other entities in
which any Person other than the Loan Parties and their Subsidiaries holds,
directly or indirectly, an equity interest.

     

    Law shall mean any
law (including common law), constitution, statute, treaty, regulation, rule,
ordinance, opinion, release, ruling, order, injunction, writ, decree, bond,
judgment, authorization or approval, lien or award by or settlement agreement
with any Official Body.

     

    Lender Provided Interest
Rate Hedge shall mean an Interest Rate Hedge which is provided by any
Lender or its Affiliate and with respect to which the Administrative Agent
confirms: (i) is documented in a standard International Swap Dealer Association
Agreement, (ii) provides for the method of calculating the reimbursable amount
of the provider's credit exposure in a reasonable and customary manner, and
(iii) is entered into for hedging (rather than speculative)
purposes.

     

    Lenders shall mean
the financial institutions named on Schedule 1.1(B) and
their respective successors and assigns as permitted hereunder, each of which is
referred to herein as a Lender.  For the purpose of any Loan Document
which provides for the granting of a security interest or other Lien to the
Lenders or to the Administrative Agent for the benefit of the Lenders as
security for the Obligations, "Lenders" shall include any Affiliate of a Lender
to which such Obligation is owed.


    
      
         


      

      
        - 12
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    Letter of Credit
shall have the meaning specified in Section 2.9.1 [Issuance of Letters of
Credit].

     

    Letter of Credit
Borrowing shall have the meaning specified in Section 2.9.3
[Disbursements, Reimbursement].

     

    Letter of Credit Fee
shall have the meaning specified in Section 2.9.2 [Letter of Credit
Fees].

     

    Letter of Credit
Obligation shall mean, as of any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit on such
date (if any Letter of Credit shall increase in amount automatically in the
future, such aggregate amount available to be drawn shall currently give effect
to any such future increase) plus the aggregate
Reimbursement Obligations and Letter of Credit Borrowings on such
date.

     

    Letter of Credit
Sublimit shall have the meaning specified in Section 2.9.1 [Issuance of
Letters of Credit].

     

    Leverage Ratio shall
mean, as of the end of any date of determination, the ratio of (A) Adjusted Debt
to (B) EBITDAR of the Loan Parties (i) for the four fiscal quarters then ending
if such date is a fiscal quarter end or (ii) for the four fiscal quarters most
recently ended if such date is not a fiscal quarter end.

     

    LIBOR Rate shall
mean, with respect to the Loans comprising any Borrowing Tranche to which the
LIBOR Rate Option applies for any Interest Period, the interest rate per annum
determined by the Administrative Agent by dividing (the resulting quotient
rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the
rate which appears on the Bloomberg Page BBAM1 (or on such other substitute
Bloomberg page that displays rates at which US dollar deposits are offered by
leading banks in the London interbank deposit market), or the rate which is
quoted by another source selected by the Administrative Agent which has been
approved by the British Bankers' Association as an authorized information vendor
for the purpose of displaying rates at which US dollar deposits are offered by
leading banks in the London interbank deposit market (for purposes of this
definition, an "Alternate
Source"), at approximately 11:00 a.m., London time, two (2) Business Days
prior to the commencement of such Interest Period as the London interbank
offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche
and having a borrowing date and a maturity comparable to such Interest Period
(or if there shall at any time, for any reason, no longer exist a Bloomberg Page
BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement
rate determined by the Administrative Agent at such time (which determination
shall be conclusive absent manifest error)), by (ii) a number equal to 1.00
minus the LIBOR Reserve Percentage.  LIBOR may also be expressed by
the following formula:


    
      
         


      

      
        - 13
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    London
interbank offered rates quoted by Bloomberg

    LIBOR
Rate    =     or appropriate successor as
shown on Bloomberg Page BBAM1

    1.00 -
LIBOR Reserve Percentage

     

    The LIBOR
Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option
applies that is outstanding on the effective date of any change in the LIBOR
Reserve Percentage as of such effective date.  The Administrative
Agent shall give prompt notice to the Borrowers of the LIBOR Rate as determined
or adjusted in accordance herewith, which determination shall be conclusive
absent manifest error.

     

    LIBOR Rate Option
shall mean the option of the Borrowers to have Loans bear interest at the rate
and under the terms set forth in Section 4.1.1(ii) [Revolving Credit LIBOR
Rate Option].

     

    LIBOR Reserve
Percentage shall mean as of any day the maximum percentage in effect on
such day, as prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for determining the reserve requirements (including
supplemental, marginal and emergency reserve requirements) with respect to
eurocurrency funding (currently referred to as "Eurocurrency
Liabilities").

     

    Lien shall mean any
mortgage, deed of trust, pledge, lien, security interest, charge or other
encumbrance or security arrangement of any nature whatsoever, whether
voluntarily or involuntarily given, including any conditional sale or title
retention arrangement, and any assignment, deposit arrangement or lease intended
as, or having the effect of, security and any filed financing statement or other
notice of any of the foregoing (whether or not a lien or other encumbrance is
created or exists at the time of the filing).

     

    Loan Documents shall
mean this Agreement, the Administrative Agent's Letter, the Guaranty Agreement,
the Notes, and any other instruments, certificates or documents delivered in
connection herewith, therewith or in connection with a Collateralization
Event.

     

    Loan Parties shall
mean the Borrowers and the Guarantors and any Subsidiary which is not organized
under the laws of any state of the United States of America, provided that 65%
of the equity interest of such Subsidiary has been pledged to the Agent as
security for the Obligations.

     

    Loan Request shall
have the meaning specified in Section 2.5 [Revolving Credit Loan Requests;
Swing Loan Requests].

     

    Loans shall mean
collectively and Loan shall mean
separately all Revolving Credit Loans and Swing Loans or any Revolving Credit
Loan or Swing Loan.

     

    Material Adverse
Change shall mean any set of circumstances or events which (a) has
any material and adverse effect upon the validity or enforceability of this
Agreement or any other Loan Document, (b) is material and adverse to the
business, properties, assets, financial condition, and results of operations of
the Loan Parties taken as a whole, (c) impairs materially the ability of
the Loan Parties taken as a whole to duly and punctually pay or perform its
Indebtedness, or (d) impairs materially the ability of the Administrative
Agent or any of the Lenders, to the extent permitted, to enforce their legal
remedies pursuant to this Agreement or any other Loan Document.


    
      
         


      

      
        - 14
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    Month, with respect
to an Interest Period under the LIBOR Rate Option, shall mean the interval
between the days in consecutive calendar months numerically corresponding to the
first day of such Interest Period.  If any LIBOR Rate Interest Period
begins on a day of a calendar month for which there is no numerically
corresponding day in the month in which such Interest Period is to end, the
final month of such Interest Period shall be deemed to end on the last Business
Day of such final month.

     

    Moody's shall mean
Moody's Investors Service, Inc.

     

    Multiemployer Plan
shall mean any employee benefit plan which is a "multiemployer plan" within the
meaning of Section 4001(a)(3) of ERISA and to which any Borrower or any
member of the ERISA Group is then making or accruing an obligation to make
contributions or, within the preceding five Plan years, has made or had an
obligation to make such contributions.

     

    Net Cash shall mean
the sum of cash on hand and Cash Equivalents of the Loan Parties minus Revolving
Facility Usage.

     

    Net Cash Proceeds
shall mean, with respect to any Asset Sale by any Person, (a) cash (freely
convertible into Dollars) received by such Person or any Subsidiary of such
Person from such Asset Sale (including cash received as consideration for the
assumption or incurrence of liabilities incurred in connection with or in
anticipation of such Asset Sale), after (i) provision for all income or other
taxes measured by or resulting from such Asset Sale, (ii) payment of all
brokerage commissions and other fees and expenses related to such Asset Sale,
(iii) all amounts used to repay Indebtedness secured by a Lien on any asset
disposed of in such Asset Sale or which is or may be required (by the express
terms of the instrument governing such Indebtedness) to be repaid in connection
with such Asset Sale (including payments made to obtain or avoid the need for
the consent of any holder of such Indebtedness) and (iv) appropriate
amounts to be provided by such Person as a reserve, in accordance with GAAP,
against any liabilities associated with such Asset Sale and retained by such
Person after such Asset Sale, including pension and other post-employment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset
Sale; and (b) cash payments in respect of any other consideration received
by such Person or any Subsidiary of such Person from such Asset Sale upon
receipt of such cash payments by such Person or such Subsidiary.

     

    Net Cash Reporting
Event shall have the meaning assigned to that term in Section 8.3.4 [Net
Cash Reporting Event].

     

    Net Income shall
mean, for any period, the net income (or loss) after deductions for income taxes
of the Loan Parties on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP as reflected on the
financial statements delivered pursuant to Section 8.3 [Reporting
Requirements].


    
      
         


      

      
        - 15
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    New Lender shall have
the meaning assigned to that term in Section 2.11 [Increase in Revolving Credit
Commitments].

     

    Notes shall mean,
collectively, the promissory notes in the form of Exhibit 1.1(N)(1)
evidencing the Revolving Credit Loans and in the form of Exhibit 1.1(N)(2)
evidencing the Swing Loan.

     

    Obligation shall mean
any obligation or liability of any of the Loan Parties, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due, under or in connection with (i)
this Agreement, the Notes, the Letters of Credit,
the Administrative Agent's Letter or any other Loan Document whether to the
Administrative Agent, any of the Lenders or their Affiliates or other persons
provided for under such Loan Documents, (ii) any Lender Provided Interest Rate
Hedge and (iii) any Other Lender Provided Financial Service
Product.  The Obligations of the Borrowers shall be joint and
several.

     

    Official Body shall
mean 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).

     

    Other Lender Provided
Financial Service Product shall mean agreements or other arrangements
under which any Lender or Affiliate of a Lender provides any of the following
products or services to any of the Loan Parties: (a) credit cards, (b) credit
card processing services, (c) debit cards, (d) purchase cards, (e) ACH
transactions, (f) cash management, including controlled disbursement, accounts
or services, or (g) foreign currency exchange.

     

    Other Taxes shall
mean all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or under any other Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document.

     

    Parent shall mean The
Finish Line, Inc., an Indiana corporation.

     

    Participant has the
meaning specified in Section 11.8.4 [Participations].

     

    Participation Advance
shall have the meaning specified in Section 2.9.3 [Disbursements,
Reimbursement].

     

    Payment Date shall
mean the first Business Day of each calendar quarter after the date hereof and
on the Expiration Date or upon acceleration of the Notes.

     

    Payment In Full shall
mean the indefeasible payment in full in cash of the Loans and other Obligations
hereunder, termination of the Commitments and expiration or termination of all
Letters of Credit.


    
      
         


      

      
        - 16
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    PBGC shall mean the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA or any successor.

     

    Pension Plan shall
mean any "employee pension benefit plan" (as such term is defined in Section
3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of
ERISA and is sponsored or maintained by any Borrower or any ERISA Affiliate or
to which any Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any times during the
immediately preceding five plan years.

     

    Permitted
Acquisitions shall have the meaning specified in Section  8.2.6
[Liquidations, Mergers, Consolidations, Acquisitions].

     

    Permitted Investments
shall mean:

     

    (i)           investments
in Cash Equivalents;

     

    (ii)          permitted
existing investments as set forth on Schedule 1.1(P)(1) in
an amount not greater than the amount thereof on the Closing Date;

    


    (iii)         investments
in trade receivables or received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business;

    


    (iv)         investments
consisting of deposit accounts maintained in the ordinary course of
business;

    


    (v)         investments
consisting of non-cash consideration from a sale, assignment, transfer, lease,
conveyance or other disposition of property permitted by Section 8.2.7
[Disposition of Assets or Subsidiaries];

    


    (vii)       investments
constituting Permitted Acquisitions; and

    


    (viii)      additional
investments (valued at cost) not exceeding ten percent (10%) of Consolidated
Tangible Net Worth in the aggregate outstanding at any one time.

     

    Permitted Liens shall
mean:

     

    (i)           Liens
for taxes, assessments, or similar charges, incurred in the ordinary course of
business and which are not yet due and payable;

     

    (ii)          Pledges
or deposits made in the ordinary course of business to secure payment of
workmen's compensation, or to participate in any fund in connection with
workmen's compensation, unemployment insurance, old-age pensions or other social
security programs;

     

    (iii)         Liens
of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing
obligations incurred in the ordinary course of business that are not yet due and
payable and Liens of landlords securing obligations to pay lease payments that
are not yet due and payable or in default;


    
      
         


      

      
        - 17
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    (iv)        
Good-faith pledges or deposits made in the ordinary course of business to secure
performance of bids, tenders, contracts (other than for the repayment of
borrowed money) or leases, not in excess of the aggregate amount due thereunder,
or to secure statutory obligations, or surety, appeal, indemnity, performance or
other similar bonds required in the ordinary course of business;

     

    (v)         Encumbrances
consisting of zoning restrictions, easements or other restrictions on the use of
real property, none of which materially impairs the use of such property or the
value thereof, and none of which is violated in any material respect by existing
or proposed structures or land use;

     

    (vi)        Liens,
security interests and mortgages in favor of the Administrative Agent for the
benefit of the Lenders and their Affiliates securing the Obligations (including
Lender Provided Interest Rate Hedges and Other Lender Provided Financial
Services Obligations);

     

    (vii)       Liens
on property leased by any Loan Party or Subsidiary of a Loan Party under
Capitalized Leases and operating leases securing obligations of such Loan Party
or Subsidiary to the lessor under such leases;

     

    (viii)      Any
Lien existing on the date of this Agreement and described on Schedule 1.1(P)(2),
provided that
the principal amount secured thereby is not hereafter increased, and no
additional assets become subject to such Lien;

     

    (ix)         any
interest or title of the lessor in the property subject to any operating lease
entered into by any Loan Party;

     

    (x)          Purchase
Money Security Interests upon Inventory created in the ordinary course of
business encumbering only such Inventory acquired and the proceeds thereof, and
securing only the purchase price thereof, provided, that the aggregate amount of
such Inventory subject to Liens at any time does not exceed ten percent (10%) of
the consolidated Inventory of the Parent and its Subsidiaries (other than
Excluded Subsidiaries) and the Indebtedness secured by such Inventory is not
outstanding more than ninety (90) days;

     

    (xi)         other
Purchase Money Security Interests upon personal property other than
Inventory;

     

    (xii)        Liens
assumed by any Loan Party securing Indebtedness assumed in connection with a
Permitted Acquisition;

     

    (xiii)       Any
extensions, renewals, replacements and modifications of the foregoing permitted
Liens (other than the Liens permitted pursuant to clause (x)) so long as the
principal balance of the Indebtedness secured thereby is not increased;
and


    
      
         


      

      
        - 18
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    (xiv)       The
following, (A) if the validity or amount thereof is being contested in good
faith by appropriate and lawful proceedings diligently conducted so long as levy
and execution thereon have been stayed and continue to be stayed or (B) if
a final judgment is entered and such judgment is discharged within thirty (30)
days of entry, and in either case they do not affect the Collateral or, in the
aggregate, materially impair the ability of any Loan Party to perform its
Obligations hereunder or under the other Loan Documents:

     

    (1)          Claims
or Liens for taxes, assessments or charges due and payable and subject to
interest or penalty; provided that the
applicable Loan Party maintains such reserves or other appropriate provisions as
shall be required by GAAP and pays all such taxes, assessments or charges
forthwith upon the commencement of proceedings to foreclose any such
Lien;

     

    (2)          Claims,
Liens or encumbrances upon, and defects of title to, real or personal property
other than the Collateral, including any attachment of personal or real property
or other legal process prior to adjudication of a dispute on the
merits;

     

    (3)          Claims
or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory
nonconsensual Liens; or

     

    (4)          Liens
resulting from final judgments or orders described in Section 9.1.6 [Final
Judgments or Orders].

     

    Permitted Refinancing
Indebtedness shall mean any replacement, renewal, refinancing or
extension of any Indebtedness that does not increase the aggregate principal
amount (plus accrued interest and any applicable premium and associated fees and
expenses) of the Indebtedness being replaced, renewed, refinanced or
extended.

     

    Person shall mean any
individual, corporation, partnership, limited liability company, association,
joint-stock company, trust, unincorporated organization, joint venture,
government or political subdivision or agency thereof, or any other
entity.

     

    Plan shall mean at
any time an employee pension benefit plan (including a Multiple Employer Plan,
but not a Multiemployer Plan) which is covered by Title IV of ERISA or is
subject to the minimum funding standards under Section 412 of the Code and
either (i) is maintained by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding
five years been maintained by any entity which was at such time a member of the
ERISA Group for employees of any entity which was at such time a member of the
ERISA Group.

     

    PNC shall mean PNC
Bank, National Association, its successors and assigns.

     

    Potential Default
shall mean any event or condition which with notice or passage of time, or both,
would constitute an Event of Default.

     

    Prime Rate shall mean
the interest rate per annum announced from time to time by the Administrative
Agent at its Principal Office as its then prime rate, which rate may not be the
lowest or most favorable rate then being charged commercial borrowers or others
by the Administrative Agent.  Any change in the Prime Rate shall take
effect at the opening of business on the day such change is
announced.


    
      
         


      

      
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    Principal Office
shall mean the main banking office of the Administrative Agent in Pittsburgh,
Pennsylvania.

     

    Prior Security
Interest shall mean a valid and enforceable perfected first-priority
security interest under the Uniform Commercial Code in the Collateral which is
subject only to: (i) statutory Liens for taxes not yet due and payable, (ii)
Purchase Money Security Interests or (iii) any interest or title of any lessor
in the property of the Loan Parties subject to any operating lease entered into
by any Loan Party.

     

    Published Rate shall
mean the rate of interest published each Business Day in The Wall Street Journal
"Money Rates"
listing under the caption "London Interbank Offered Rates" for a one month
period (or, if no such rate is published therein for any reason, then the
Published Rate shall be the rate at which U.S. dollar deposits are offered by
leading banks in the London interbank deposit market for a one month period as
published in another publication selected by the Administrative
Agent).

     

    Purchase Money Security
Interest shall mean Liens upon tangible personal property (including the
interest of a lessor under a Capitalized Lease and Liens to which any property
is subject at the time of a Loan Party's acquisition thereof) securing loans to
any Loan Party or deferred payments by such Loan Party for the purchase of such
tangible personal property which are created in the ordinary course of business
encumbering only the asset acquired and the proceeds thereof, and securing only
the purchase price thereof.

     

    Ratable Share shall
mean the proportion that a Lender's Commitment  bears to the
Commitments of all of the Lenders.  If the Commitments have terminated
or expired, the Ratable Shares shall be determined based upon the Commitments
most recently in effect, giving effect to any assignments.

     

    Reimbursement
Obligation shall have the meaning specified in Section 2.9.3
[Disbursements, Reimbursement].

     

    Related Parties shall
mean, 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.

     

    Relief Proceeding
shall mean any proceeding seeking a decree or order for relief in respect
of any Loan Party or Subsidiary of a Loan Party in a voluntary or involuntary
case under any applicable bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect, or for the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar
official) of any Loan Party or Subsidiary of a Loan Party for any substantial
part of its property, or for the winding-up or liquidation of its affairs, or an
assignment for the benefit of its creditors.


    
      
         


      

      
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    Rentals shall mean as
of the last day of any fiscal quarter of Parent, with respect to the Loan
Parties determined on a consolidated basis, the aggregate amount of rental
expense (as determined in accordance with GAAP) under any lease of real or
personal property but does not include any amounts payable under Capitalized
Leases of such Person (including, without limitation, base rent and overage
rent) for the four (4) consecutive fiscal quarters ending on the date of
determination; provided, however, the amount of any step rent for any such
quarter shall be deducted therefrom.

     

    Required Lenders
shall mean Lenders (other than any Defaulting Lender) having more than 50% of
the sum of the aggregate amount of the Revolving Credit Commitments of the
Lenders (excluding any Defaulting Lender) or, after the termination of the
Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable
Share of Letter of Credit Obligations of the Lenders (excluding any Defaulting
Lender).

     

    Required Share shall
have the meaning assigned to such term in Section 5.11 [Settlement Date
Procedures].

     

    Restricted
Investments shall mean all of the following with respect to any of the
Excluded Subsidiaries: (i) investments or contributions by any of the Loan
Parties directly or indirectly in or to the capital of or other payments to or
for the benefit of such Excluded Subsidiary, (ii) loans by any of the Loan
Parties directly or indirectly to such Excluded Subsidiary, (iii) guaranties by
any of the Loan Parties directly or indirectly of the obligations of such
Excluded Subsidiary, or (iv) other obligations, contingent or otherwise, of any
of the Loan Parties to or for the benefit of such Excluded
Subsidiary.

     

    Revolving Credit
Availability shall mean at any particular time, the amount by which (a)
the Revolving Credit Commitments at such time exceeds (b) the
Revolving Facility Usage at such time.

     

    Revolving Credit
Commitment shall mean, as to any Lender at any time, the amount initially
set forth opposite its name on Schedule 1.1(B) in
the column labeled "Amount of Commitment for Revolving Credit Loans," as such
Commitment is thereafter assigned or modified and Revolving Credit
Commitments shall mean the aggregate Revolving Credit Commitments of all
of the Lenders.

     

    Revolving Credit
Loans shall mean collectively and Revolving Credit Loan
shall mean separately, all Revolving Credit Loans or any Revolving Credit Loan
made by the Lenders or one of the Lenders to the Borrowers pursuant to Section
2.1 [Revolving Credit Commitments] or 2.9.3 [Disbursements,
Reimbursement].

     

    Revolving Facility
Usage shall mean at any time the sum of the outstanding Revolving Credit
Loans, the outstanding Swing Loans, and the Letter of Credit
Obligations.

     

    Sale and Leaseback
Transactions shall mean any sale or other transfer of property by any
Person with the intent to lease such property as lessee.

     

    Settlement Date shall
mean the Business Day on which the Administrative Agent elects to effect
settlement pursuant Section 5.11 [Settlement Date Procedures].


    
      
         


      

      
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    Solvent shall mean,
when used with respect to any Person, that at the time of
determination:

    


    (i) the
fair value of its assets is equal to or in excess of the total amount of its
liabilities, including, without limitation, contingent liabilities;
and

    


    (ii) the
present fair saleable value of its assets is equal to or in excess of the total
amount of its probable liabilities on its debts as they become absolute and
matured; and

    


    (iii) it
is then able and expects to be able to pay its debts as they mature;
and

    


    (iv) it
has capital sufficient to carry on its business as conducted and as proposed to
be conducted.

    


    With
respect to contingent liabilities (such as litigation, guarantees and pension
plan liabilities), such liabilities shall be computed at the amount which, in
light of all the facts and circumstances existing at the time, represent the
amount which can be reasonably be expected to become an actual or matured
liability.

    


    Standard & Poor's
shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc.

     

    Statements shall have
the meaning specified in Section 6.1.6(i) [Historical
Statements].

     

    Subsidiary of any
Person at any time shall mean any corporation, trust, partnership, any limited
liability company or other business entity (i) of which 50% or more of the
outstanding voting securities or other interests normally entitled to vote for
the election of one or more directors or trustees (regardless of any contingency
which does or may suspend or dilute the voting rights) is at such time owned
directly or indirectly by such Person or one or more of such Person's
Subsidiaries, or (ii)  which is controlled or capable of being controlled
by such Person or one or more of such Person's Subsidiaries.

     

    Subsidiary Equity
Interests shall have the meaning specified in Section 6.1.2
[Subsidiaries and Owners; Investment Companies].

     

    Substantial Portion
shall mean, with respect to the property of any Loan Party, property which
represents more than ten percent (10%) of the Consolidated Total Assets (other
than Excluded Subsidiaries) as shown in the financial statements of Parent
delivered pursuant to Section 8.3 [Reporting Requirements] as at the end of the
most recently completed fiscal quarter

     

    Swing Loan Commitment
shall mean PNC's commitment to make Swing Loans to the Borrowers pursuant to
Section 2.1.2 [Swing Loan Commitment] hereof in an aggregate principal amount up
to $5,000,000.


    
      
         


      

      
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    Swing Loan Note shall
mean the Swing Loan Note of the Borrowers in the form of Exhibit 1.1(N)(2)
evidencing the Swing Loans, together with all amendments, extensions, renewals,
replacements, refinancings or refundings thereof in whole or in
part.

     

    Swing Loan Request
shall mean a request for Swing Loans made in accordance with Section 2.5.2
[Swing Loan Requests] hereof.

     

    Swing Loans shall
mean collectively and Swing Loan shall mean
separately all Swing Loans or any Swing Loan made by PNC to the Borrowers
pursuant to Section 2.1.2 [Swing Loan Commitment] hereof.

     

    Taxes shall mean all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Official Body, including any
interest, additions to tax or penalties applicable thereto.

     

    Transaction Cost
means the fees, costs and expenses payable by any Loan Party in connection with
(i) the execution, delivery and performance of the Loan Documents or (ii) any
Permitted Acquisition.

     

    UCC shall mean the
Uniform Commercial Code in effect from time to time in the applicable
jurisdiction.

     

    USA Patriot Act shall
mean the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as
the same has been, or shall hereafter be, renewed, extended, amended or
replaced.

     

    1.2           Construction.  Unless
the context of this Agreement otherwise clearly requires, the following rules of
construction shall apply to this Agreement and each of the other Loan Documents:
(i) references to the plural include the singular, the plural, the part and the
whole and the words "include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation"; (ii) the words "hereof," "herein,"
"hereunder," "hereto" and similar terms in this Agreement or any other Loan
Document refer to this Agreement or such other Loan Document as a whole; (iii)
article, section, subsection, clause, schedule and exhibit references are to
this Agreement or other Loan Document, as the case may be, unless otherwise
specified; (iv) reference to any Person includes such Person's successors and
assigns; (v) reference to any agreement, including this Agreement and any other
Loan Document together with the schedules and exhibits hereto or thereto,
document or instrument means such agreement, document or instrument as amended,
modified, replaced, substituted for, superseded or restated; (vi) relative to
the determination of any period of time, "from" means "from and including," "to"
means "to but excluding," and "through" means "through and including"; (vii) the
words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights, (viii)
section headings herein and in each other Loan Document are included for
convenience and shall not affect the interpretation of this Agreement or such
Loan Document,  and (ix) unless otherwise specified, all references
herein to times of day shall be references to Eastern
Time.


    
      
         


      

      
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    1.3          Accounting
Principles.  Except
as otherwise provided in this Agreement, all computations and determinations as
to accounting or financial matters and all financial statements to be delivered
pursuant to this Agreement shall be made and prepared in accordance with GAAP
(including principles of consolidation where appropriate), and all accounting or
financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all
accounting terms used in Section 8.2 [Negative Covenants] (and all defined
terms used in the definition of any accounting term used in Section 8.2
[Negative Covenants] shall have the meaning given to such terms (and defined
terms) under GAAP as in effect on the date hereof applied on a basis consistent
with those used in preparing Statements referred to in Section 6.1.6(i)
[Historical Statements].  In the event of any change after the date
hereof in GAAP, and if such change would affect the computation of any of the
financial covenants set forth in Section 8.2 [Negative Covenants], then the
parties hereto agree to endeavor, in good faith, to agree upon an amendment to
this Agreement that would adjust such financial covenants in a manner that would
preserve the original intent thereof, but would allow compliance therewith to be
determined in accordance with the Borrowers' financial statements at that time,
provided that, until so
amended such financial covenants shall continue to be computed in accordance
with GAAP prior to such change therein.

     

    2.           REVOLVING CREDIT AND SWING
LOAN FACILITIES

     

    2.1          Revolving Credit
Commitments.

     

    2.1.1      Revolving Credit
Loans. 
Subject to the terms and conditions hereof and relying upon the representations
and warranties herein set forth, each Lender severally agrees to make Revolving
Credit Loans to the Borrowers at any time or from time to time on or after the
date hereof to the Expiration Date; provided that after
giving effect to such Loan (i) the aggregate amount of Loans from such Lender
shall not exceed such Lender's Revolving Credit Commitment minus such Lender's
Ratable Share of the Letter of Credit Obligations and (ii) the Revolving
Facility Usage shall not exceed the Revolving Credit
Commitments.  Within such limits of time and amount and subject to the
other provisions of this Agreement, the Borrowers may borrow, repay and reborrow
pursuant to this Section 2.1.

     

    2.1.2      Swing Loan
Commitment. 
Subject to the terms and conditions hereof and relying upon the representations
and warranties herein set forth, and in order to facilitate loans and repayments
between Settlement Dates, PNC may, at its option, cancelable at any time for any
reason whatsoever, make swing loans (the "Swing Loans") to the Borrowers
at any time or from time to time after the date hereof to, but not including,
the Expiration Date, in an aggregate principal amount up to but not in excess of
$5,000,000 (the "Swing Loan
Commitment"), provided that after giving effect to such Loan, the
Revolving Facility Usage shall not exceed the Revolving Credit
Commitments.  Within such limits of time and amount and subject to the
other provisions of this Agreement, the Borrowers may borrow, repay and reborrow
pursuant to this Section 2.1.2.


    
      
         


      

      
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    2.2          Nature of Lenders'
Obligations with Respect to Revolving Credit Loans.  Each
Lender shall be obligated to participate in each request for Revolving Credit
Loans pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan
Requests] in accordance with its Ratable Share.  The aggregate of each
Lender's Revolving Credit Loans outstanding hereunder to the Borrowers at any
time shall never exceed its Revolving Credit Commitment minus its Ratable Share
of the Letter of Credit Obligations.  The obligations of each Lender
hereunder are several.  The failure of any Lender to perform its
obligations hereunder shall not affect the Obligations of the Borrowers to any
other party nor shall any other party be liable for the failure of such Lender
to perform its obligations hereunder.  The Lenders shall have no
obligation to make Revolving Credit Loans hereunder on or after the Expiration
Date.

     

    2.3          [Intentionally
Omitted].

     

    2.4          Facility
Fees.  Accruing
from the date hereof until the Expiration Date, the Borrowers, jointly and
severally agree to pay to the Administrative Agent for the account of each
Lender according to its Ratable Share, as consideration for such Lender's
Commitments, a nonrefundable facility fee (the "Facility Fee") equal to the
Applicable Facility Fee Rate (computed on the basis of a year of 360 days and
actual days elapsed) multiplied by the Revolving Credit Commitments; provided, however, that any
Facility Fee accrued with respect to the Revolving Credit Commitment 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 except to the extent that
such Facility Fee shall otherwise have been due and payable by the Borrowers
prior to such time; and provided further that no
Facility Fee shall accrue with respect to the Revolving Commitment of a
Defaulting Lender so long as such Lender shall be a Defaulting
Lender.  Subject to the proviso in the directly preceding sentence,
all Facility Fees shall be payable in arrears on each Payment Date.

     

    2.5          Revolving Credit Loan
Requests; Swing Loan Requests.

     

    2.5.1      Revolving Credit Loan
Requests. 
Except as otherwise provided herein, the Borrowers may from time to time prior
to the Expiration Date request the Lenders to make Revolving Credit Loans, or
renew or convert the Interest Rate Option applicable to existing Revolving
Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering to
the Administrative Agent, not later than 11:00 a.m., (i) three (3) Business
Days prior to the proposed Borrowing Date with respect to the making of
Revolving Credit Loans to which the LIBOR Rate Option applies or the conversion
to or the renewal of the LIBOR Rate Option for any Loans; and (ii) the same
Business Day of the proposed Borrowing Date with respect to the making of a
Revolving Credit Loan to which the Base Rate Option applies or the last day of
the preceding Interest Period with respect to the conversion to the Base Rate
Option for any Loan, of a duly completed request therefor substantially in the
form of Exhibit 2.5.1 or
a request by telephone immediately confirmed in writing by letter, facsimile or
telex in such form (each, a "Loan Request"), it being
understood that the Administrative Agent may rely on the authority of any
individual making such a telephonic request without the necessity of receipt of
such written confirmation.  Each Loan Request shall be irrevocable and
shall specify the aggregate amount of the proposed Loans comprising each
Borrowing Tranche, and, if applicable, the Interest Period, which amounts shall
be in integral multiples of $500,000 and not less than $1,000,000 for each
Borrowing Tranche under the LIBOR Rate Option and not less than the lesser of
$500,000 or the maximum amount available for Borrowing Tranches under the Base
Rate Option.


    
      
         


      

      
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    2.5.2      Swing Loan
Requests. Except
as otherwise provided herein, the Borrowers may from time to time prior to the
Expiration Date request PNC to make Swing Loans by delivery to PNC not later
than 1:00 p.m. on the proposed Borrowing Date of a duly completed request
therefor substantially in the form of Exhibit 2.5.2 hereto
or a request by telephone immediately confirmed in writing by letter, facsimile
or telex (each, a "Swing Loan
Request"), it being understood that the Administrative Agent may rely on
the authority of any individual making such a telephonic request without the
necessity of receipt of such written confirmation.  Each Swing Loan
Request shall be irrevocable and shall specify the proposed Borrowing Date and
the principal amount of such Swing Loan, which shall be not less than
$100,000.

     

    2.6          Making Revolving Credit
Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of
Revolving Credit Loans; Borrowings to Repay Swing Loans.

     

    2.6.1      Making Revolving Credit
Loans.  The
Administrative Agent shall, promptly after receipt by it of a Loan Request
pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan
Requests], notify the Lenders of its receipt of such Loan Request specifying the
information provided by the Borrowers and the apportionment among the Lenders of
the requested Revolving Credit Loans as determined by the Administrative Agent
in accordance with Section 2.2 [Nature of Lenders' Obligations with Respect
to Revolving Credit Loans].  Each Lender shall remit the principal
amount of each Revolving Credit Loan to the Administrative Agent such that the
Administrative Agent is able to, and the Administrative Agent shall, to the
extent the Lenders have made funds available to it for such purpose and subject
to Section 7.2 [Each Loan or Letter of Credit], fund such Revolving Credit
Loans to the Borrowers in U.S. Dollars and immediately available funds at the
Principal Office prior to 2:00 p.m., on the applicable Borrowing Date; provided that if any
Lender fails to remit such funds to the Administrative Agent in a timely manner,
the Administrative Agent may elect in its sole discretion to fund with its own
funds the Revolving Credit Loans of such Lender on such Borrowing Date, and such
Lender shall be subject to the repayment obligation in Section 2.6.2
[Presumptions by the Administrative Agent].

     

    2.6.2      Presumptions by the
Administrative Agent.  Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Loan that such Lender will not make available to the
Administrative Agent such Lender's share of such Loan, the Administrative Agent
may assume that such Lender has made such share available on such date in
accordance with Section 2.6.1 [Making Revolving Credit Loans] 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 Loan available to the Administrative Agent, then the applicable
Lender and the Borrowers severally agree 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 the Borrowers
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 greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and
(ii) in the case of a payment to be made by the Borrowers, the interest
rate applicable to Loans under the Base Rate Option.  If such Lender
pays its share of the applicable Loan to the Administrative Agent, then the
amount so paid shall constitute such Lender's Loan.  Any payment by
the Borrowers shall be without prejudice to any claim the Borrowers may have
against a Lender that shall have failed to make such payment to the
Administrative Agent.


    
      
         


      

      
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    2.6.3      Making Swing
Loans. So
long as PNC elects to make Swing Loans, PNC shall, after receipt by it of a
Swing Loan Request pursuant to Section 2.5.2, [Swing Loan Requests] fund such
Swing Loan to the Borrowers in U.S. Dollars and immediately available funds at
the Principal Office prior to 4:00 p.m. on the Borrowing Date.

     

    2.6.4      Repayment of Revolving
Credit Loans.  The
Borrowers shall repay the Revolving Credit Loans together with all outstanding
interest thereon on the Expiration Date. 

     

    2.6.5      Borrowings to Repay Swing
Loans.  PNC
may, at its option, exercisable at any time for any reason whatsoever, demand
repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan
in an amount equal to such Lender's Ratable Share of the aggregate principal
amount of the outstanding Swing Loans, plus, if PNC so requests, accrued
interest thereon, provided that no
Lender shall be obligated in any event to make Revolving Credit Loans in excess
of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit
Obligations.  Revolving Credit Loans made pursuant to the preceding
sentence shall bear interest at the Base Rate Option and shall be deemed to have
been properly requested in accordance with Section 2.5.1 [Revolving Credit Loan
Requests] without regard to any of the requirements of that
provision.  PNC shall provide notice to the Lenders (which may be
telephonic or written notice by letter, facsimile or telex) that such Revolving
Credit Loans are to be made under this Section 2.6.5 and of the apportionment
among the Lenders, and the Lenders shall be unconditionally obligated to fund
such Revolving Credit Loans (whether or not the conditions specified in
Section 2.5.1 [Revolving Credit Loan Requests] are then satisfied) by the
time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business
Day next after the date the Lenders receive such notice from PNC.

     

    2.7          Notes.  The
Obligation of the Borrowers to repay the aggregate unpaid principal amount of
the Revolving Credit Loans and Swing Loans made to it by each Lender, together
with interest thereon, is joint and several and shall be evidenced by a
revolving credit Note and a swing Note, dated the Closing Date payable to the
order of such Lender in a face amount equal to the Revolving Credit Commitment
or Swing Loan Commitment, as applicable, of such Lender.

     

    2.8          Use of
Proceeds.  The
proceeds of the Loans shall be used to refinance existing Indebtedness, support
working capital needs and for other general corporate purposes, including
acquisitions.


    
      
         


      

      
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    2.9          Letter of Credit
Subfacility.

     

    2.9.1      Issuance of Letters of
Credit.  On
the Closing Date, the outstanding letters of credit previously issued by any
Lender under the Existing Credit Agreement that are set forth on Schedule 2.9 (the
"Existing Letters of
Credit") will automatically, without any action on the part of any
Person, be deemed to be Letters of Credit issued hereunder for the account of
the Borrowers for all purposes of this Agreement and the other Loan
Documents.  Any Borrower may at any time prior to the Expiration Date
request the issuance of a standby or trade letter of credit (each a "Letter of Credit") on behalf
of itself or another Loan Party, or the amendment or extension of an existing
Letter of Credit, by delivering or having such other Loan Party deliver to the
Issuing Lender (with a copy to the Administrative Agent) a completed application
and agreement for letters of credit, or request for such amendment or extension,
as applicable, in such form as the Issuing Lender may specify from time to time
by no later than 1:00 p.m. at least two (2) Business Days, or such shorter
period as may be agreed to by the Issuing Lender, in advance of the proposed
date of issuance.  Promptly after receipt of any letter of credit
application, the Issuing Lender shall confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
such Letter of Credit application and  if not, such Issuing Lender
will provide Administrative Agent with a copy thereof.  Unless the
Issuing Lender has received notice from any Lender, Administrative Agent or any
Loan Party, at least one day prior to the requested date of issuance, amendment
or extension of the applicable Letter of Credit, that one or more applicable
conditions in Section 7 [Conditions of Lending and Issuance of Letters of
Credit] is not satisfied, then, subject to the terms and conditions hereof and
in reliance on the agreements of the other Lenders set forth in this
Section 2.9, the Issuing Lender or any of the Issuing Lender's Affiliates
will issue a Letter of Credit or agree to such amendment or extension, provided
that each Letter of Credit shall (A) have a maximum maturity of twelve (12)
months from the date of issuance, and (B) in no event expire later than one
(1) year beyond the Expiration Date, provided that any Letter of Credit
scheduled to expire after the Expiration Date is subject to the requirements in
Section 2.9.11 [Cash Collateral Prior to the Expiration Date], and provided
further that in no event shall (i) the Letter of Credit Obligations exceed,
at any one time, $20,000,000 (the "Letter of Credit Sublimit") or
(ii) the Revolving Facility Usage exceed, at any one time, the Revolving
Credit Commitments.  Each request by any Borrower for the issuance,
amendment or extension of a Letter of Credit shall be deemed to be a
representation by such Borrower that it shall be in compliance with the
preceding sentence and with Section 7 [Conditions of Lending and Issuance of
Letters of Credit] after giving effect to the requested issuance, amendment or
extension of such Letter of Credit.  Promptly after its delivery of
any Letter of Credit or any amendment to a Letter of Credit to the beneficiary
thereof, the applicable Issuing Lender will also deliver such Borrower and
Administrative Agent a true and complete copy of such Letter of Credit or
amendment.

     

    Notwithstanding
any other provision hereof, no Issuing Lender shall be required to issue any
Letter of Credit, if any Lender is at such time a Defaulting Lender hereunder,
unless such Issuing Lender has entered into satisfactory arrangements with the
Borrowers or such Defaulting Lender to eliminate the Issuing Lender's risk with
respect to such Defaulting Lender (it being understood that the Issuing Lender
would consider the Borrowers providing cash collateral to the Administrative
Agent, for the benefit of the Issuing Lender, to secure the Defaulting Lender’s
Ratable Share of the Letter of Credit a satisfactory arrangement).

     

    2.9.2       Letter of Credit
Fees.  The
Borrowers shall pay (i) to the Administrative Agent for the ratable account
of the Lenders a fee (the "Letter of Credit Fee") equal
to the Applicable Letter of Credit Fee Rate, and (ii) to the Issuing Lender
for its own account a fronting fee equal to one eighth percent (0.125%) per
annum (in each case computed on the basis of a year of 360 days and actual days
elapsed), which fees shall be computed on the daily average Letter of Credit
Obligations and shall be payable quarterly in arrears on each Payment Date
following issuance of each Letter of Credit.  The Borrowers shall also
pay to the Issuing Lender for the Issuing Lender's sole account the Issuing
Lender's then in effect customary fees and administrative expenses payable with
respect to the Letters of Credit as the Issuing Lender may generally charge or
incur from time to time in connection with the issuance, maintenance, amendment
(if any), assignment or transfer (if any), negotiation, and
administration of Letters of Credit.


    
      
         


      

      
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      2.9.3 
      Disbursements,
Reimbursement. Immediately
upon the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Issuing
Lender a participation in such Letter of Credit (including the Existing Letters
of Credit) and each drawing thereunder in an amount equal to such Lender's
Ratable Share of the maximum amount available to be drawn under such Letter of
Credit and the amount of such drawing, respectively.

       

      2.9.3.1 
      In the event of any request for a drawing under a Letter of
Credit by the beneficiary or transferee thereof, the Issuing Lender will
promptly notify the Borrowers and the Administrative Agent thereof. 
Provided that it shall have received such notice, the Borrowers shall reimburse
(such obligation to reimburse the Issuing Lender shall sometimes be referred to
as a "Reimbursement
Obligation") the Issuing Lender prior to 12:00 noon on each date that an
amount is paid by the Issuing Lender under any Letter of Credit (each such date,
a "Drawing Date") by
paying to the Administrative Agent for the account of the Issuing Lender an
amount equal to the amount so paid by the Issuing Lender.  In the event the
Borrowers fail to reimburse the Issuing Lender (through the Administrative
Agent) for the full amount of any drawing under any Letter of Credit by 12:00
noon on the Drawing Date, the Administrative Agent will promptly notify each
Lender thereof, and the Borrowers shall be deemed to have requested that
Revolving Credit Loans be made by the Lenders under the Base Rate Option to be
disbursed on the Drawing Date under such Letter of Credit, subject to the amount
of the unutilized portion of the Revolving Credit Commitment and subject to the
conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other
than any notice requirements.  Any notice given by the Administrative Agent
or Issuing Lender pursuant to this Section 2.9.3.1 may be oral if
immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

       

      2.9.3.2 
      Each Lender shall upon any notice pursuant to
Section 2.9.3.1 make available to the Administrative Agent for the account
of the Issuing Lender an amount in immediately available funds equal to its
Ratable Share of the amount of the drawing, whereupon the participating Lenders
shall (subject to Section  2.9.3 [Disbursement; Reimbursement]) each be
deemed to have made a Revolving Credit Loan under the Base Rate Option to the
Borrowers in that amount.  If any Lender so notified fails to make
available to the Administrative Agent for the account of the Issuing Lender the
amount of such Lender's Ratable Share of such amount by no later than 2:00 p.m.
on the Drawing Date, then interest shall accrue on such Lender's obligation to
make such payment, from the Drawing Date to the date on which such Lender makes
such payment (i) at a rate per annum equal to the Federal Funds Effective Rate
during the first three (3) days following the Drawing Date and (ii) at a rate
per annum equal to the rate applicable to Loans under the Revolving Credit Base
Rate Option on and after the fourth day following the Drawing Date.  The
Administrative Agent and the Issuing Lender will promptly give notice (as
described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but
failure of the Administrative Agent or the Issuing Lender to give any such
notice on the Drawing Date or in sufficient time to enable any Lender to effect
such payment on such date shall not relieve such Lender from its obligation
under this Section  2.9.3.2.


      
        
           


        

        
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      2.9.3.3 
      With respect to any unreimbursed drawing that is not
converted into Revolving Credit Loans under the Base Rate Option to the
Borrowers in whole or in part as contemplated by Section 2.9.3.1, because
of the Borrowers' failure to satisfy the conditions set forth in
Section 7.2 [Each Loan or Letter of Credit] other than any notice
requirements, or for any other reason, the Borrowers shall be deemed to have
incurred from the Issuing Lender a borrowing (each a "Letter of Credit Borrowing")
in the amount of such drawing.  Such Letter of Credit Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at
the rate per annum applicable to the Revolving Credit Loans under the Base Rate
Option.  Each Lender's payment to the Administrative Agent for the account
of the Issuing Lender pursuant to Section 2.9.3 [Disbursements, Reimbursement]
shall be deemed to be a payment in respect of its participation in such Letter
of Credit Borrowing (each a "Participation Advance") from
such Lender in satisfaction of its participation obligation under this
Section 2.9.3.

       

      2.9.4 
      Repayment of Participation
Advances.

       

      2.9.4.1 
      Upon (and only upon) receipt by the Administrative Agent
for the account of the Issuing Lender of immediately available funds from the
Borrowers (i) in reimbursement of any payment made by the Issuing Lender
under the Letter of Credit with respect to which any Lender has made a
Participation Advance to the Administrative Agent, or (ii) in payment of
interest on such a payment made by the Issuing Lender under such a Letter of
Credit, the Administrative Agent on behalf of the Issuing Lender will pay to
each Lender, in the same funds as those received by the Administrative Agent,
the amount of such Lender's Ratable Share of such funds, except the
Administrative Agent shall retain for the account of the Issuing Lender the
amount of the Ratable Share of such funds of any Lender that did not make a
Participation Advance in respect of such payment by the Issuing
Lender.

       

      2.9.4.2 
      If the Administrative Agent is required at any time to
return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or
any official in any Insolvency Proceeding, any portion of any payment made by
any Loan Party to the Administrative Agent for the account of the Issuing Lender
pursuant to this Section in reimbursement of a payment made under the Letter of
Credit or interest or fee thereon, each Lender shall, on demand of the
Administrative Agent, forthwith return to the Administrative Agent for the
account of the Issuing Lender the amount of its Ratable Share of any amounts so
returned by the Administrative Agent plus interest thereon from the date such
demand is made to the date such amounts are returned by such Lender to the
Administrative Agent, at a rate per annum equal to the Federal Funds Effective
Rate in effect from time to time.

       

      2.9.5 
      Documentation. Each
Loan Party agrees to be bound by the terms of the Issuing Lender's application
and agreement for letters of credit and the Issuing Lender's written regulations
and customary practices relating to letters of credit, though such
interpretation may be different from such Loan Party's own.  In the event
of a conflict between such application or agreement and this Agreement, this
Agreement shall govern.  It is understood and agreed that, except in the
case of gross negligence or willful misconduct, the Issuing Lender shall not be
liable for any error, negligence and/or mistakes, whether of omission or
commission, in following any Loan Party's instructions or those contained in the
Letters of Credit or any modifications, amendments or supplements
thereto.


      
        
           


        

        
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      2.9.6 
      Determinations to Honor
Drawing Requests. In
determining whether to honor any request for drawing under any Letter of Credit
by the beneficiary thereof, the Issuing Lender shall be responsible only to
determine that the documents and certificates required to be delivered under
such Letter of Credit have been delivered and that they comply on their face
with the requirements of such Letter of Credit.

       

      2.9.7 
      Nature of Participation and
Reimbursement Obligations. Each
Lender's obligation in accordance with this Agreement to make the Revolving
Credit Loans or Participation Advances, as contemplated by Section 2.9.3
[Disbursements, Reimbursement], as a result of a drawing under a Letter of
Credit, and the Obligations of the Borrowers to reimburse the Issuing Lender
upon a draw under a Letter of Credit, shall be joint, several, absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Section 2.9 under all circumstances, including the
following circumstances:

       

      (i) 
         any set-off, counterclaim, recoupment, defense
or other right which such Lender may have against the Issuing Lender or any of
its Affiliates, the Borrowers or any other Person for any reason whatsoever, or
which any Loan Party may have against the Issuing Lender or any of its
Affiliates, any Lender or any other Person for any reason
whatsoever;

       

      (ii) 
         the failure of any Loan Party or any other
Person to comply, in connection with a Letter of Credit Borrowing, with the
conditions set forth in Sections 2.1 [Revolving Credit Commitments], 2.5
[Revolving Credit Loan Requests; Swing Loan Requests], 2.6 [Making Revolving
Credit Loans and Swing Loans; Etc.] or 7.2 [Each Loan or Letter of Credit] or as
otherwise set forth in this Agreement for the making of a Revolving Credit Loan,
it being acknowledged that such conditions are not required for the making of a
Letter of Credit Borrowing and the obligation of the Lenders to make
Participation Advances under Section 2.9.3 [Disbursements,
Reimbursement];

       

      (iii) 
        any lack of validity or enforceability of any Letter
of Credit;

       

      (iv) 
        any claim of breach of warranty that might be made
by any Loan Party or any Lender against any beneficiary of a Letter of Credit,
or the existence of any claim, set-off, recoupment, counterclaim, crossclaim,
defense or other right which any Loan Party or any Lender may have at any time
against a beneficiary, successor beneficiary any transferee or assignee of any
Letter of Credit or the proceeds thereof (or any Persons for whom any such
transferee may be acting), the Issuing Lender or its Affiliates or any Lender or
any other Person, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying
transaction between any Loan Party or Subsidiaries of a Loan Party and the
beneficiary for which any Letter of Credit was procured);

       

      (v) 
         the lack of power or authority of any signer
of (or any defect in or forgery of any signature or endorsement on) or the form
of or lack of validity, sufficiency, accuracy, enforceability or genuineness of
any draft, demand, instrument, certificate or other document presented under or
in connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or
provision of services relating to a Letter of Credit, in each case even if the
Issuing Lender or any of its Affiliates has been notified
thereof;


      
        
           


        

        
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      (vi) 
        payment by the Issuing Lender or any of its
Affiliates under any Letter of Credit against presentation of a demand, draft or
certificate or other document which does not comply with the terms of such
Letter of Credit;

       

      (vii) 
       the solvency of, or any acts or omissions by, any
beneficiary of any Letter of Credit, or any other Person having a role in any
transaction or obligation relating to a Letter of Credit, or the existence,
nature, quality, quantity, condition, value or other characteristic of any
property or services relating to a Letter of Credit;

       

      (viii)
       any failure by the Issuing Lender or any of its
Affiliates to issue any Letter of Credit in the form requested by any Loan
Party, unless the Issuing Lender has received written notice from such Loan
Party of such failure within three Business Days after the Issuing Lender shall
have furnished such Loan Party and the Administrative Agent a copy of such
Letter of Credit and such error is material and no drawing has been made thereon
prior to receipt of such notice;

       

      (ix) 
        any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Loan
Party or Subsidiaries of a Loan Party;

       

      (x) 
         any breach of this Agreement or any other Loan
Document by any party thereto;

       

      (xi) 
         the occurrence or continuance of an Insolvency
Proceeding with respect to any Loan Party;

       

      (xii) 
        the fact that an Event of Default or a Potential
Default shall have occurred and be continuing;

       

      (xiii) 
       the fact that the Expiration Date shall have passed
or this Agreement or the Commitments hereunder shall have been terminated;
and

       

      (xiv) 
      any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing.

       

      2.9.8 
      Indemnity. Each
Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing
Lender and any of its Affiliates that has issued a Letter of Credit from and
against any and all claims, demands, liabilities, damages, taxes, penalties,
interest, judgments, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel and allocated costs of internal
counsel) which the Issuing Lender or any of its Affiliates may incur or be
subject to as a consequence, direct or indirect, of the issuance of any Letter
of Credit, other than as a result of (A) the gross negligence or willful
misconduct of the Issuing Lender as determined by a final non-appealable
judgment of a court of competent jurisdiction or (B) the wrongful dishonor
by the Issuing Lender or any of Issuing Lender's Affiliates of a proper demand
for payment made under any Letter of Credit, except if  such dishonor
resulted from any act or omission, whether rightful or wrongful, of any present
or future de jure or de facto government or Official Body.


      
        
           


        

        
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      2.9.9 
      Liability for Acts and
Omissions. As
between any Loan Party and the Issuing Lender, or the Issuing Lender's
Affiliates, such Loan Party assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit.  In furtherance and not in limitation of the foregoing, the
Issuing Lender shall not be responsible for any of the following, including any
losses or damages to any Loan Party or other Person or property relating
therefrom:  (i) the form, validity, sufficiency, accuracy, genuineness
or legal effect of any document submitted by any party in connection with the
application for an issuance of any such Letter of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged (even if the Issuing Lender or its Affiliates shall have
been notified thereof); (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason;
(iii) the failure of the beneficiary of any such Letter of Credit, or any
other party to which such Letter of Credit may be transferred, to comply fully
with any conditions required in order to draw upon such Letter of Credit or any
other claim of any Loan Party against any beneficiary of such Letter of Credit,
or any such transferee, or any dispute between or among any Loan Party and any
beneficiary of any Letter of Credit or any such transferee; (iv) 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) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Letter of Credit or of the proceeds thereof;
(vii) the misapplication by the beneficiary of any such Letter of Credit of
the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of the Issuing Lender or its
Affiliates, as applicable, including any act or omission of any Official Body,
and none of the above shall affect or impair, or prevent the vesting of, any of
the Issuing Lender's or its Affiliates rights or powers hereunder.  Nothing
in the preceding sentence shall relieve the Issuing Lender from liability for
the Issuing Lender's gross negligence or willful misconduct in connection with
actions or omissions described in such clauses (i) through (viii) of such
sentence.  In no event shall the Issuing Lender or its Affiliates be liable
to any Loan Party for any indirect, consequential, incidental, punitive,
exemplary or special damages or expenses (including without limitation
attorneys' fees), or for any damages resulting from any change in the value of
any property relating to a Letter of Credit.

       

      Without
limiting the generality of the foregoing, the Issuing Lender and each of its
Affiliates (i) may rely on any oral or other communication believed in good
faith by the Issuing Lender or such Affiliate to have been authorized or given
by or on behalf of the applicant for a Letter of Credit, (ii) may honor any
presentation if the documents presented appear on their face substantially to
comply with the terms and conditions of the relevant Letter of Credit; (iii) may
honor a previously dishonored presentation under a Letter of Credit, whether
such dishonor was pursuant to a court order, to settle or compromise any claim
of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to
the same extent as if such presentation had initially been honored, together
with any interest paid by the Issuing Lender or its Affiliate; (iv) may honor
any drawing that is payable upon presentation of a statement advising
negotiation or payment, upon receipt of such statement (even if such statement
indicates that a draft or other document is being delivered separately), and
shall not be liable for any failure of any such draft or other document to
arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay
any paying or negotiating bank claiming that it rightfully honored under the
laws or practices of the place where such bank is located; and (vi) may settle
or adjust any claim or demand made on the Issuing Lender or its Affiliate in any
way related to any order issued at the applicant's request to an air carrier, a
letter of guarantee or of indemnity issued to a carrier or any similar document
(each an "Order") and
honor any drawing in connection with any Letter of Credit that is the subject of
such Order, notwithstanding that any drafts or other documents presented in
connection with such Letter of Credit fail to conform in any way with such
Letter of Credit.


      
        
           


        

        
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      In
furtherance and extension and not in limitation of the specific provisions set
forth above, any action taken or omitted by the Issuing Lender or its Affiliates
under or in connection with the Letters of Credit issued by it or any documents
and certificates delivered thereunder, if taken or omitted in good faith, shall
not put the Issuing Lender or its Affiliates under any resulting liability to
any Borrower or any Lender.

       

      2.9.10 
    Issuing
Lender Reporting Requirements. Each
Issuing Lender shall, on the first Business Day of each month, provide to
Administrative Agent and Borrowers a schedule of the Letters of Credit issued by
it, in form and substance satisfactory to Administrative Agent, showing the date
of issuance of each Letter of Credit, the account party, the original face
amount (if any), and the expiration date of any Letter of Credit outstanding at
any time during the preceding month, and any other information relating to such
Letter of Credit that the Administrative Agent may request.

       

      2.9.11 
    Cash
Collateral Prior to the Expiration Date. If
any Letter of Credit is outstanding and such Letter of Credit (as it may have
previously been extended) has an expiration date which is after the Expiration
Date, then Borrowers shall, on or before the date which is seven (7) days prior
to the Expiration Date, (i) provide a clean letter of credit to the
Administrative Agent and the Lenders to support the obligations of the Borrowers
to the Lenders under such Letter of Credit in an amount equal to the face value
of such outstanding Letter of Credit plus the amount of fees that would be due
under such Letter of Credit through the expiry date of such Letter of Credit,
and such letter of credit shall be issued by a financial institution acceptable
to the Administrative Agent, in its sole discretion, and have a long-term debt
rating of AAA or higher by Standard & Poor's or Aaa or higher by Moody's or
(ii) Cash Collateralize each such Letter of Credit in an amount equal to 102.5%
of the face value of such outstanding Letter of Credit plus the amount of fees
that would be due under such Letter of Credit through the expiry date of such
Letter of Credit.  Borrower hereby grants to Administrative Agent a
security interest in all Cash Collateral pledged pursuant to this Section or
otherwise under this Agreement.

       

      2.10 
      Reduction of Revolving
Credit Commitment. The
Borrowers shall have the right at any time after the Closing Date upon five (5)
days' prior written notice to the Administrative Agent to permanently reduce
(ratably among the Lenders in proportion to their Ratable Shares) the Revolving
Credit Commitments, in a minimum amount of $1,000,000 and whole multiples of
$1,000,000, or to terminate completely the Revolving Credit Commitments, without
penalty or premium except as hereinafter set forth; provided that any such
reduction or termination shall be accompanied by prepayment of the Notes,
together with outstanding Facility Fees, and the full amount of interest accrued
on the principal sum to be prepaid (and all amounts referred to in Section 5.10
[Indemnity] hereof) to the extent necessary to cause the aggregate Revolving
Facility Usage after giving effect to such prepayments to be equal to or less
than the Revolving Credit Commitments as so reduced or terminated.  Any
notice to reduce the Revolving Credit Commitments under this Section 2.10 shall
be irrevocable.


      
        
           


        

        
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      2.11 
      Increase in Revolving Credit
Commitments.


       

      (i)
           Increasing Lenders and New
Lenders.  The Borrowers may, at any time prior to the Expiration
Date, request that (1) the current Lenders increase their Revolving Credit
Commitments (any current Lender which elects to increase its Revolving Credit
Commitment shall be referred to as an "Increasing Lender") or (2) one or more
new lenders (each a "New Lender") join this Agreement and provide a Revolving
Credit Commitment hereunder, subject to the following terms and
conditions:

       

      (A) 
     No
Obligation to Increase.  No current Lender shall be obligated to
increase its Revolving Credit Commitment and any increase in the Revolving
Credit Commitment by any current Lender shall be in the sole discretion of such
current Lender.

       

      (B) 
      Defaults.  There
shall exist no Events of Default or Potential Default on the effective date of
such increase after giving effect to such increase.

       

      (C) 
      Aggregate Revolving Credit
Commitments.  After giving effect to such increase, the total
Revolving Credit Commitments shall not exceed $100,000,000.

       

      (D) 
      Minimum Revolving Credit
Commitments.  After giving effect to such increase, the amount of
the new Revolving Credit Commitments provided by each of the New Lenders and
each of the Increasing Lenders shall be at least $25,000,000 in the aggregate;
and

       

      (E) 
      Resolutions;
Opinion.  The Loan Parties shall deliver to the Administrative Agent
on or before the effective date of such increase the following documents in a
form reasonably acceptable to the Administrative Agent: (1) certifications of
their corporate secretaries with attached resolutions certifying that the
increase in the Revolving Credit Commitment has been approved by such Loan
Parties, and (2) an opinion of counsel addressed to the Administrative Agent and
the Lenders addressing the authorization and execution of the Loan Documents by,
and enforceability of the Loan Documents against, the Loan Parties.

       

      (F) 
      Notes.  The
Borrowers shall execute and deliver (1) to each Increasing Lender a replacement
revolving credit Note reflecting the new amount of such Increasing Lender's
Revolving Credit Commitment after giving effect to the increase (and the prior
Note issued to such Increasing Lender shall be deemed to be terminated) and (2)
to each New Lender a revolving credit Note reflecting the amount of such New
Lender's Revolving Credit Commitment.

       

      (G) 
      Approval of New
Lenders.  Any New Lender shall be subject to the approval of the
Administrative Agent or its successors and assigns.


      
        
           


        

        
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      (H) 
     Increasing
Lenders.  Each Increasing Lender shall confirm its agreement to
increase its Revolving Credit Commitment pursuant to an acknowledgement in a
form acceptable to the Administrative Agent, signed by it and the Borrowers and
delivered to the Administrative Agent at least five (5) days before the
effective date of such increase.

       

      (I) 
      New
Lenders—Joinder.  Each New Lender shall execute a lender joinder in
substantially the form of Exhibit 2.11 pursuant to
which such New Lender shall join and become a party to this Agreement and the
other Loan Documents with a Revolving Credit Commitment in the amount set forth
in such lender joinder.

       

      (ii) 
        Treatment of Outstanding Loans and Letters of
Credit.

       

      (A) 
     Repayment of Outstanding
Loans; Borrowing of New Loans.  On the effective date of such
increase, the Borrowers shall repay all Loans then outstanding, subject to the
Borrowers' indemnity obligations under Section 5.10 [Indemnity]; provided that they
may borrow new Loans with a Borrowing Date on such date.  Each of the
Lenders shall participate in any new Loans made on or after such date in
accordance with their respective Ratable Shares after giving effect to the
increase in Revolving Credit Commitments contemplated by this
Section.

       

      (B) 
      Outstanding Letters of
Credit; Repayment of Outstanding Loans; Borrowing of New Loans.  On
the effective date of such increase, each Increasing Lender and each New Lender
(i) will be deemed to have purchased a participation in each then outstanding
Letter of Credit equal to its Ratable Share of such Letter of Credit and the
participation of each other Lender in such Letter of Credit shall be adjusted
accordingly and (ii) will acquire (and will pay to the Administrative Agent, for
the account of each Lender, in immediately available funds, an amount equal to)
its Ratable Share of all outstanding Participation Advances.

       

      3. 
         [Intentionally
Omitted]

       

      4. 
         INTEREST
RATES

       

      4.1 
        Interest Rate
Options. The
Borrowers shall pay interest in respect of the outstanding unpaid principal
amount of the Loans as selected by it from the Base Rate Option or LIBOR Rate
Option set forth below applicable to the Loans, it being understood that,
subject to the provisions of this Agreement, the Borrowers may select different
Interest Rate Options and different Interest Periods to apply simultaneously to
the Loans comprising different Borrowing Tranches and may convert to or renew
one or more Interest Rate Options with respect to all or any portion of the
Loans comprising any Borrowing Tranche; provided that there
shall not be at any one time outstanding more than five (5) Borrowing Tranches
in the aggregate among all of the Loans and provided further that
if an Event of Default or Potential Default exists and is continuing, the
Borrowers may not request, convert to, or renew the LIBOR Rate Option for any
Loans and the Required Lenders may demand that all existing Borrowing Tranches
bearing interest under the LIBOR Rate Option shall be converted immediately to
the Base Rate Option, subject to the obligation of the Borrowers to pay any
indemnity under Section 5.10 [Indemnity] in connection with such
conversion.  If at any time the designated rate applicable to any Loan made
by any Lender exceeds such Lender's highest lawful rate, the rate of interest on
such Lender's Loan shall be limited to such Lender's highest lawful
rate.


      
        
           


        

        
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      4.1.1 
      Revolving Credit Interest
Rate Options; Swing Line Interest Rate. The
Borrowers shall have the right to select from the following Interest Rate
Options applicable to the Revolving Credit Loans:

       

      (i) 
          Revolving Credit Base Rate
Option:  A fluctuating rate per annum (computed on the basis of a
year of 360 days
and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such
interest rate to change automatically from time to time effective as of the
effective date of each change in the Base Rate; or

       

      (ii) 
         Revolving Credit LIBOR Rate
Option:  A rate per annum (computed on the basis of a year of 360
days and actual days elapsed) equal to the LIBOR Rate plus the Applicable
Margin.

       

      Subject
to Section 4.3 [Interest After Default], only the Base Rate Option applicable to
Revolving Credit Loans shall apply to the Swing Loans.

       

      4.1.2 
      [Intentionally
Omitted].


       

      4.1.3 
      Rate
Quotations. The
Borrowers may call the Administrative Agent on or before the date on which a
Loan Request is to be delivered to receive an indication of the rates then in
effect, but it is acknowledged that such projection shall not be binding on the
Administrative Agent or the Lenders nor affect the rate of interest which
thereafter is actually in effect when the election is made.

       

      4.2 
        Interest
Periods. At
any time when the Borrowers shall select, convert to or renew a LIBOR Rate
Option, the Borrowers shall notify the Administrative Agent thereof at least
three (3) Business Days prior to the effective date of such LIBOR Rate Option by
delivering a Loan Request.  The notice shall specify an Interest Period
during which such Interest Rate Option shall apply.  Notwithstanding the
preceding sentence, the following provisions shall apply to any selection of,
renewal of, or conversion to a LIBOR Rate Option:

       

      4.2.1 
      Amount of Borrowing
Tranche. Each
Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral
multiples of $500,000 and not less than $1,000,000; and

       

      4.2.2 
      Renewals.  In
the case of the renewal of a LIBOR Rate Option at the end of an Interest Period,
the first day of the new Interest Period shall be the last day of the preceding
Interest Period, without duplication in payment of interest for such
day.

       

      4.3 
        Interest After
Default. To
the extent permitted by Law, upon the occurrence of an Event of Default and
until such time such Event of Default shall have been cured or waived, and at
the discretion of the Administrative Agent or upon written demand by the
Required Lenders to the Administrative Agent:


      
        
           


        

        
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      4.3.1 
      Letter of Credit Fees,
Interest Rate. The
Letter of Credit Fees and the rate of interest for each Loan otherwise
applicable pursuant to Section 2.9.2 [Letter of Credit Fees] or
Section 4.1 [Interest Rate Options], respectively, shall be increased by
2.0% per annum;

       

      4.3.2 
      Other
Obligations. Each
other Obligation hereunder if not paid when due shall bear interest at a rate
per annum equal to the sum of the rate of interest applicable under the
Revolving Credit Base Rate Option plus an additional 2.0% per annum from the
time such Obligation becomes due and payable and until it is paid in full;
and

       

      4.3.3 
      Acknowledgment. Each
Borrower acknowledges that the increase in rates referred to in this
Section 4.3 reflects, among other things, the fact that such Loans or other
amounts have become a substantially greater risk given their default status and
that the Lenders are entitled to additional compensation for such risk; and all
such interest shall be payable by Borrowers upon demand by Administrative
Agent.

       

      4.4 
        LIBOR Rate Unascertainable;
Illegality; Increased Costs; Deposits Not Available.

       

      4.4.1 
      Unascertainable. If
on any date on which a LIBOR Rate would otherwise be determined, the
Administrative Agent shall have determined that:

       

      (i)
           adequate and reasonable means do not
exist for ascertaining such LIBOR Rate, or

       

      (ii) 
         a contingency has occurred which materially
and adversely affects the London interbank eurodollar market relating to the
LIBOR Rate, the Administrative Agent shall have the rights specified in
Section 4.4.3 [Administrative Agent's and Lender's Rights].

       

      4.4.2 
      Illegality; Increased Costs;
Deposits Not Available. If
at any time any Lender shall have determined that:

       

      (i)
           the making, maintenance or funding of
any Loan to which a LIBOR Rate Option applies has been made impracticable or
unlawful by compliance by such Lender in good faith with any Law or any
interpretation or application thereof by any Official Body or with any request
or directive of any such Official Body (whether or not having the force of Law),
or

       

      (ii) 
         such LIBOR Rate Option will not adequately and
fairly reflect the cost to such Lender of the establishment or maintenance of
any such Loan, or

       

      (iii) 
        after making all reasonable efforts, deposits of the
relevant amount in Dollars for the relevant Interest Period for a Loan, or to
banks generally, to which a LIBOR Rate Option applies, respectively, are not
available to such Lender with respect to such Loan, or to banks generally, in
the interbank eurodollar market, then the Administrative Agent shall have the
rights specified in Section 4.4.3 [Administrative Agent's and Lender's
Rights].


      
        
           


        

        
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      4.4.3 
      Administrative Agent's and
Lender's Rights. In
the case of any event specified in Section 4.4.1 [Unascertainable] above,
the Administrative Agent shall promptly so notify the Lenders and the Borrowers
thereof, and in the case of an event specified in Section 4.4.2
[Illegality; Increased Costs; Deposits Not Available] above, such Lender shall
promptly so notify the Administrative Agent and endorse a certificate to such
notice as to the specific circumstances of such notice, and the Administrative
Agent shall promptly send copies of such notice and certificate to the other
Lenders and the Borrowers.  Upon such date as shall be specified in such
notice (which shall not be earlier than the date such notice is given), the
obligation of (A) the Lenders, in the case of such notice given by the
Administrative Agent, or (B) such Lender, in the case of such notice given
by such Lender, to allow the Borrowers to select, convert to or renew a LIBOR
Rate Option shall be suspended until the Administrative Agent shall have later
notified the Borrowers, or such Lender shall have later notified the
Administrative Agent, of the Administrative Agent's or such Lender's, as the
case may be, determination that the circumstances giving rise to such previous
determination no longer exist.  If at any time the Administrative Agent
makes a determination under Section 4.4.1 [Unascertainable] and the
Borrowers have previously notified the Administrative Agent of its selection of,
conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option
has not yet gone into effect, such notification shall be deemed to provide for
selection of, conversion to or renewal of the Base Rate Option otherwise
available with respect to such Loans.  If any Lender notifies the
Administrative Agent of a determination under Section 4.4.2 [Illegality;
Increased Costs; Deposits Not Available], the Borrowers shall, subject to the
Borrowers' indemnification Obligations under Section 5.10 [Indemnity], as
to any Loan of the Lender to which a LIBOR Rate Option applies, on the date
specified in such notice either convert such Loan to the Base Rate Option
otherwise available with respect to such Loan or prepay such Loan in accordance
with Section 5.6 [Voluntary Prepayments].  Absent due notice from the
Borrowers of conversion or prepayment, such Loan shall automatically be
converted to the Base Rate Option otherwise available with respect to such Loan
upon such specified date.

       

      4.5 
        Selection of Interest Rate
Options. If
the Borrowers fail to select a new Interest Period to apply to any Borrowing
Tranche of Loans under the LIBOR Rate Option at the expiration of an existing
Interest Period applicable to such Borrowing Tranche in accordance with the
provisions of Section 4.2 [Interest Periods], the Borrowers shall be deemed
to have converted such Borrowing Tranche to the Revolving Credit Base Rate
Option commencing upon the last day of the existing Interest
Period.

       

      5. 
         PAYMENTS

       

      5.1 
        Payments. All
payments and prepayments to be made in respect of principal, interest, Facility
Fees, Letter of Credit Fees, Administrative Agent's Fee or other fees or amounts
due from the Borrowers hereunder are joint and several and shall be payable
prior to 1:00 p.m. on the date when due without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by each Borrower,
and without set-off, counterclaim or other deduction of any nature, and an
action therefor shall immediately accrue.  Such payments shall be made to
the Administrative Agent at the Principal Office for the account of PNC with
respect to the Swing Loans and for the ratable accounts of the Lenders with
respect to the Revolving Credit Loans in U.S. Dollars and in immediately
available funds, and the Administrative Agent shall promptly distribute such
amounts to the Lenders in immediately available funds; provided that in the
event payments are received by 1:00 p.m. by the Administrative Agent with
respect to the Loans and such payments are not distributed to the Lenders on the
same day received by the Administrative Agent, the Administrative Agent shall
pay the Lenders the Federal Funds Effective Rate with respect to the amount of
such payments for each day held by the Administrative Agent and not distributed
to the Lenders.  The Administrative Agent's and each Lender's statement of
account, ledger or other relevant record shall, in the absence of manifest
error, be conclusive as the statement of the amount of principal of and interest
on the Loans and other amounts owing under this Agreement and shall be deemed an
"account stated."


      
        
           


        

        
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      5.2 
        Pro Rata Treatment of
Lenders. Each
borrowing shall be allocated to each Lender according to its Ratable Share, and
each selection of, conversion to or renewal of any Interest Rate Option and each
payment or prepayment by the Borrowers with respect to principal, interest,
Facility Fees, Letter of Credit Fees, or other fees (except for the
Administrative Agent's Fee and the Issuing Lender's fronting fee) or amounts due
from the Borrowers hereunder to the Lenders with respect to the Loans, shall
(except as otherwise may be provided with respect to a Defaulting Lender or a
Delinquent Lender and except as provided in Section 4.4.3 [Administrative
Agent's and Lender's Rights] in the case of an event specified in
Section 4.4 [LIBOR Rate Unascertainable; Etc.], 5.6.2 [Replacement of a
Lender] or 5.8 [Increased Costs]) be made in proportion to the applicable Loans
outstanding from each Lender and, if no such Loans are then outstanding, in
proportion to the Ratable Share of each Lender.  Notwithstanding any of the
foregoing, each borrowing or payment or prepayment by the Borrowers of
principal, interest, fees or other amounts from the Borrowers with respect to
Swing Loans shall be made by or to PNC according to Section 2.6.5
[Borrowings to Repay Swing Loans].

       

      5.3 
        Sharing of Payments by
Lenders. If
any Lender shall, by exercising any right of setoff, counterclaim or banker's
lien, by receipt of voluntary payment, by realization upon security, or by any
other non-pro rata source, 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 Ratable
Share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and
(b) 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:

       

      (i) 
          if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, together with interest or other amounts, if any, required by
Law (including court order) to be paid by the Lender or the holder making such
purchase; and

       

      (ii) 
         the provisions of this Section 5.3 shall not
be construed to apply to (x) any payment made by the Loan Parties pursuant
to and in accordance with the express terms of the Loan Documents or
(y) any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its Loans or Participation Advances to any
assignee or participant, other than to the Borrowers or any Subsidiary thereof
(as to which the provisions of this Section 5.3 shall apply).


      
        
           


        

        
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      Each Loan
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 Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of each Loan Party in the amount of such
participation.

       

      Notwithstanding
anything to the contrary contained in this Agreement or any of the other Loan
Documents, any Lender that fails at any time to comply with the provisions of
this Section 5.3 with respect to purchasing participations from the other
Lenders whereby such Lender’s share of any payment received, whether by setoff
or otherwise, is in excess of its Ratable Share of such payments due and payable
to all of the Lenders, when and to the full extent required by the provisions of
this Agreement, shall be deemed delinquent (a "Delinquent Lender") and shall
be deemed a Delinquent Lender until such time as each such delinquency and all
of its obligations hereunder are satisfied.  A Delinquent Lender shall be
deemed to have assigned any and all payments due to it from the Borrowers,
whether on account of or relating to outstanding Loans, Letters of Credit,
interest, fees or otherwise, to the remaining nondelinquent Lenders for
application to, and reduction of, their respective Ratable Share of all
outstanding Loans and other unpaid Obligations of any of the Loan Parties. 
The Delinquent Lender hereby authorizes the Administrative Agent to distribute
such payments to the nondelinquent Lenders in proportion to their respective
Ratable Share of all outstanding Loans and other unpaid Obligations of any of
the Loan Parties.  A Delinquent Lender shall be deemed to have satisfied in
full a delinquency when and if, as a result of application of the assigned
payments to all outstanding Loans and other unpaid Obligations of any of the
Loan Parties to the nondelinquent Lenders, the Lenders’ respective Ratable Share
of all outstanding Loans and unpaid Obligations have returned to those in effect
immediately prior to such delinquency and without giving effect to the
nonpayment causing such delinquency.

       

      5.4 
        Presumptions by
Administrative Agent. Unless
the Administrative Agent shall have received notice from the Borrowers 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 the Borrowers have 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
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

       

      5.5          Interest Payment
Dates. Interest
on Loans to which the Base Rate Option applies shall be due and payable in
arrears on each Payment Date.  Interest on Loans to which the LIBOR
Rate Option applies shall be due and payable on the last day of each Interest
Period for those Loans and, if such Interest Period is longer than three (3)
Months, also on the 90th day of such Interest Period.  Interest on
mandatory prepayments of principal under Section  5.8 [Mandatory
Prepayments] shall be due on the date such mandatory prepayment is
due.  Interest on the principal amount of each Loan or other monetary
Obligation shall be due and payable on demand after such principal amount or
other monetary Obligation becomes due and payable (whether on the stated
Expiration Date, upon acceleration or otherwise).


      
        
           


        

        
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      5.6          Voluntary
Prepayments.

       

      5.6.1        Right to
Prepay. The
Borrowers shall have the right at their option from time to time to prepay the
Loans in whole or part without premium or penalty of any kind (except as
provided in Section 5.6.2 [Replacement of a Lender] below, in
Section 5.8 [Increased Costs] and Section 5.10
[Indemnity]).  Whenever the Borrowers desire to prepay any part of the
Loans, it shall provide a prepayment notice to the Administrative Agent by 1:00
p.m. at least one (1) Business Day prior to the date of prepayment of the
Revolving Credit Loans or no later than 1:00 p.m. on the date of prepayment of
Swing Loans, setting forth the following information:

       

      (w)        the
date, which shall be a Business Day, on which the proposed prepayment is to be
made;

       

      (x)        a
statement indicating the application of the prepayment between Loans to which
the Base Rate Option applies and Loans to which the LIBOR Rate Option
applies;

       

      (y)        a
statement indicating the application of the prepayment between the Revolving
Credit Loans and Swing Loans; and

       

      (z)        the
total principal amount of such prepayment, which shall not be less than the
lesser of (i) the Revolving Facility Usage or (ii) $100,000 for any
Swing Loan or $1,000,000 for any Revolving Credit Loan.

       

      All
prepayment notices shall be irrevocable.  The principal amount of the
Loans for which a prepayment notice is given, together with interest on such
principal amount shall be due and payable on the date specified in such
prepayment notice as the date on which the proposed prepayment is to be
made.  Except as provided in Section 4.4.3 [Administrative
Agent's and Lender's Rights], if the Borrowers prepay a Loan but fail to specify
the applicable Borrowing Tranche which the Borrowers are prepaying, the
prepayment shall be applied (i) first to Revolving Credit Loans and then to
Swing Loans; and (ii) after giving effect to the allocations in clause (i)
above and in the preceding sentence, first to Loans to which the Base Rate
Option applies, then to Loans to which the LIBOR Rate Option
applies.  Any prepayment hereunder shall be subject to the Borrowers'
Obligation to indemnify the Lenders under Section 5.10
[Indemnity].

       

      5.6.2        Replacement of a
Lender. In
the event any Lender (i) gives notice under Section 4.4 [LIBOR Rate
Unascertainable, Etc.], (ii) requests compensation under Section 5.8
[Increased Costs], or requires the Borrowers to pay any additional amount to any
Lender or any Official Body for the account of any Lender pursuant to
Section 5.9 [Taxes], (iii) is a Defaulting Lender, (iv) becomes
subject to the control of an Official Body (other than normal and customary
supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1
[Modifications, Amendments or Waivers], then in any such event the Borrowers
may, at their sole expense, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 11.8 [Successors and Assigns]), all of its interests,
rights and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided
that:


      
        
           


        

        
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      (i)
           the Borrowers
shall have paid to the Administrative Agent the assignment fee specified in
Section 11.8 [Successors and Assigns];

       

      (ii)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and Participation Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrowers (in the case of all other amounts);

       

      (iii)          in
the case of any such assignment resulting from a claim for compensation under
Section 5.8.1 [Increased Costs Generally] or payments required to be made
pursuant to Section 5.9 [Taxes], such assignment will result in a reduction
in such compensation or payments thereafter; and

       

      (iv)          such
assignment does not conflict with applicable Law.

       

      A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrowers to require such assignment and delegation cease to
apply.


       

      5.7          Mandatory
Prepayments.

       

      5.7.1        Revolving Facility Usage
Exceeds the Revolving Credit Commitments. If
at any time and for any reason the Revolving Facility Usage is greater than the
Revolving Credit Commitments, the Borrowers shall promptly upon notice thereof
from Administrative Agent make a mandatory prepayment of the Obligations in an
amount equal to such excess.  In addition, if Revolving Credit
Availability is at any time less than the amount of contingent Letter of Credit
Obligations outstanding at any time, the Borrowers shall either reduce the
aggregate Revolving Credit Loans outstanding or deposit cash collateral with the
Administrative Agent in either case in an amount equal to the amount by which
such Letter of Credit Obligations exceed such Revolving Credit
Availability.

       

      5.7.2        Application Among Interest
Rate Options. All
prepayments required pursuant to this Section 5.7 shall first be applied
among the Interest Rate Options to the principal amount of the Loans subject to
the Base Rate Option, then to Loans subject to a LIBOR Rate
Option.  In accordance with Section 5.10 [Indemnity], the
Borrowers shall jointly and severally indemnify the Lenders for any loss or
expense, including loss of margin, incurred with respect to any such prepayments
applied against Loans subject to a LIBOR Rate Option on any day other than the
last day of the applicable Interest Period.


      
        
           


        

        
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      5.8          Increased
Costs.

       

      5.8.1        Increased Costs
Generally. If
any Change in Law shall:

       

      (i)            impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the LIBOR Rate) or the Issuing
Lender;

       

      (ii)           subject
any Lender or the Issuing Lender to any tax of any kind whatsoever with respect
to this Agreement, any Letter of Credit, any participation in a Letter of Credit
or any Loan under the LIBOR Rate Option made by it, or change the basis of
taxation of payments to such Lender or the Issuing Lender in respect thereof
(except for Indemnified Taxes or Other Taxes covered by Section 5.9 [Taxes] and
the imposition of, or any change in the rate of, any Excluded Tax payable by
such Lender or the Issuing Lender); or

       

      (iii)          impose
on any Lender, the Issuing Lender or the London interbank market any other
condition, cost or expense affecting this Agreement or any Loan under the LIBOR
Rate Option made by such Lender or any Letter of Credit or participation
therein; and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Loan under the LIBOR Rate Option (or of
maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or the Issuing Lender of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to
issue any Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or the Issuing Lender hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender or the Issuing
Lender, the Borrowers will pay to such Lender or the Issuing Lender, as the case
may be, such additional amount or amounts as will compensate such Lender or the
Issuing Lender, as the case may be, for such additional costs incurred or
reduction suffered.

       

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

       

      5.8.3        Certificates for
Reimbursement; Repayment of Outstanding Loans; Borrowing of New
Loans. A
certificate of a Lender or the Issuing Lender setting forth the amount or
amounts necessary to compensate such Lender or the Issuing Lender or its holding
company, as the case may be, as specified in Sections 5.8.1 [Increased Costs
Generally] or 5.8.2 [Capital Requirements] and delivered to the Borrowers shall
be conclusive absent manifest error.  The Borrowers shall pay such
Lender or the Issuing Lender, as the case may be, the amount shown as due on any
such certificate within thirty (30) days after receipt
thereof.


      
        
           


        

        
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      5.8.4        Delay in
Requests. Failure
or delay on the part of any Lender or the Issuing Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's or the
Issuing Lender's right to demand such compensation, provided that the
Borrowers shall not be required to compensate a Lender or the Issuing Lender
pursuant to this Section for any increased costs incurred or reductions suffered
more than three (3) months after (i) the date that such Lender or the Issuing
Lender, as the case may be, becomes aware of the Change in Law giving rise to
such increased costs or reductions and (ii) the actual occurrence of such
increased cost or reduction.

       

      5.9          Taxes.

       

      5.9.1        Payments Free of
Taxes. Any
and all payments by or on account of any obligation of the Borrowers hereunder
or under any other Loan Document shall be made free and clear of and without
reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the
Borrowers shall be required by applicable Law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or Issuing Lender, as the case may be, receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrowers shall make such deductions and (iii) the
Borrowers shall timely pay the full amount deducted to the relevant Official
Body in accordance with applicable Law.

       

      5.9.2        Payment of Other Taxes by
the Borrowers. Without
limiting the provisions of Section 5.9.1 [Payments Free of Taxes] above, the
Borrowers shall timely pay any Other Taxes to the relevant Official Body in
accordance with applicable Law.

       

      5.9.3        Indemnification by the
Borrowers. The
Borrowers shall, jointly and severally, indemnify the Administrative Agent, each
Lender and the Issuing Lender, within ten (10) days after demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative Agent, such Lender or the Issuing
Lender, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Official Body.  A certificate as to the amount of such payment or
liability delivered to the Borrowers by a Lender or the Issuing Lender (with a
copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive
absent manifest error.

       

      5.9.4        Evidence of
Payments. As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrowers to an Official Body, the Borrowers shall deliver to the Administrative
Agent the original or a certified copy of a receipt issued by such Official Body
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative
Agent.


      
        
           


        

        
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      5.9.5        Status of
Lenders. Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the Law of the jurisdiction in which the Borrowers are resident for
tax purposes, or any treaty to which such jurisdiction is a party, with respect
to payments hereunder or under any other Loan Document shall deliver to the
Borrowers (with a copy to the Administrative Agent), at the time or times
prescribed by applicable Law or reasonably requested by the Borrowers or the
Administrative Agent, such properly completed and executed documentation
prescribed by applicable Law as will permit such payments to be made without
withholding or at a reduced rate of withholding.  Notwithstanding the
submission of such documentation claiming a reduced rate of or exemption from
U.S. withholding tax, the Administrative Agent shall be entitled to withhold
United States federal income taxes at the full 30% withholding rate if in its
reasonable judgment it is required to do so under the due diligence requirements
imposed upon a withholding agent under § 1.1441-7(b) of the United States Income
Tax Regulations.  Further, the Administrative Agent is indemnified
under § 1.1461-1(e) of the United States Income Tax Regulations against any
claims and demands of any Lender or assignee or participant of a Lender for the
amount of any tax it deducts and withholds in accordance with regulations under
§ 1441 of the Internal Revenue Code.  In addition, any Lender, if
requested by the Borrowers or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Law or reasonably requested by the
Borrowers or the Administrative Agent as will enable the Borrowers or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

       

      Without
limiting the generality of the foregoing, in the event that the Borrowers are
residents for tax purposes in the United States of America, any Foreign Lender
shall deliver to the Borrowers and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrowers or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

       

      (i)            two
(2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States of America is a
party,

       

      (ii)           two
(2) duly completed valid originals of  IRS Form W-8ECI,

       

      (iii)          in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the
effect that such Foreign Lender is not (A) a "bank" within the meaning of
section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the
Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a
"controlled foreign corporation" described in section 881(c)(3)(C) of the Code
and (y) two duly completed valid originals of IRS Form W-8BEN,

       

      (iv)          any
other form prescribed by applicable Law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together
with such supplementary documentation as may be prescribed by applicable Law to
permit the Borrowers to determine the withholding or deduction required to be
made, or


      
        
           


        

        
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    (v)           to
the extent that any Lender is not a Foreign Lender, such Lender shall submit to
the Administrative Agent two (2) originals of an IRS Form  W-9 or any
other form prescribed by applicable Law demonstrating that such Lender is not a
Foreign Lender.

     

    5.10        Indemnity. In
addition to the compensation or payments required by Section 5.8 [Increased
Costs]or Section 5.9 [Taxes], the Borrowers shall jointly and severally
indemnify each Lender against all liabilities, losses or expenses (including
loss of margin, any loss or expense incurred in liquidating or employing
deposits from third parties and any loss or expense incurred in connection with
funds acquired by a Lender to fund or maintain Loans subject to a LIBOR Rate
Option) which such Lender sustains or incurs as a consequence of
any,

     

    (i)           payment,
prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option
applies on a day other than the last day of the corresponding Interest Period
(whether or not such payment or prepayment is mandatory, voluntary or automatic
and whether or not such payment or prepayment is then due),

     

    (ii)          attempt
by the Borrowers to revoke (expressly, by later inconsistent notices or
otherwise) in whole or part any Loan Requests under Section 2.5 [Revolving
Credit Loan Requests; Swing Loan Requests] or Section 4.2 [Interest
Periods] or notice relating to prepayments under Section 5.6 [Voluntary
Prepayments], or

     

    (iii)         default
by the Borrowers in the performance or observance of any covenant or condition
contained in this Agreement or any other Loan Document beyond any applicable
cure periods, including any failure of the Borrowers to pay when due (by
acceleration or otherwise) any principal, interest, Facility Fee or any other
amount due hereunder.

     

    If any
Lender sustains or incurs any such loss or expense, it shall from time to time
notify the Borrowers of the amount determined in good faith by such Lender
(which determination may include such assumptions, allocations of costs and
expenses and averaging or attribution methods as such Lender shall deem
reasonable) to be necessary to indemnify such Lender for such loss or
expense.  Such notice shall set forth in reasonable detail the basis
for such determination.  Such amount shall be due and payable by the
Borrowers to such Lender ten (10) Business Days after such notice is
given.

     

    5.11        Settlement Date
Procedures. In
order to minimize the transfer of funds between the Lenders and the
Administrative Agent, the Borrowers may borrow, repay and reborrow Swing Loans
and PNC may make Swing Loans as provided in Section 2.1.2 [Swing Loan
Commitments] hereof during the period between Settlement Dates.  The
Administrative Agent shall notify each Lender of its Ratable Share of the total
of the Revolving Credit Loans and the Swing Loans (each a "Required
Share").  On such Settlement Date, each Lender shall pay to the
Administrative Agent the amount equal to the difference between its Required
Share and its Revolving Credit Loans, and the Administrative Agent shall pay to
each Lender its Ratable Share of all payments made by the Borrowers to the
Administrative Agent with respect to the Revolving Credit Loans.  The
Administrative Agent shall also effect settlement in accordance with the
foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans
and may at its option effect settlement on any other Business
Day.  These settlement procedures are established solely as a matter
of administrative convenience, and nothing contained in this Section 5.11 shall
relieve the Lenders of their obligations to fund Revolving Credit Loans on dates
other than a Settlement Date pursuant to Section 2.1.2 [Swing Loan
Commitment].  The Administrative Agent may at any time at its option
for any reason whatsoever require each Lender to pay immediately to the
Administrative Agent such Lender's Ratable Share of the outstanding Revolving
Credit Loans and each Lender may at any time require the Administrative Agent to
pay immediately to such Lender its Ratable Share of all payments made by the
Borrowers to the Administrative Agent with respect to the Revolving Credit
Loans.

     

    
      
        
        

      

      
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    6.           REPRESENTATIONS AND
WARRANTIES

     

    6.1         
Representations and
Warranties.  The
Loan Parties, jointly and severally, represent and warrant to the Administrative
Agent and each of the Lenders as follows:

     

    6.1.1             Organization and
Qualification; Power and Authority; Compliance With Laws; Title to Properties;
Event of Default.  Each
Loan Party and each Subsidiary of each Loan Party (i) is a corporation,
partnership or limited liability company duly organized and validly existing
under the laws of its jurisdiction of organization, (ii) has the lawful power to
own or lease its properties and to engage in the business it presently conducts
or proposes to conduct, (iii) is duly licensed or qualified and is validly
existing or in good standing (as applicable) in each jurisdiction listed on
Schedule 6.1.1
and in all other jurisdictions where the property owned or leased by it or the
nature of the business transacted by it or both makes such licensing or
qualification necessary, except where the failure to do so would not constitute
a Material Adverse Change, (iv) has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a
party, to incur the Indebtedness contemplated by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part,
(v) is in compliance in all material respects with all applicable Laws (other
than Environmental Laws which are specifically addressed in Section 6.1.14
[Environmental Matters]) in all jurisdictions in which any Loan Party or
Subsidiary of any Loan Party is presently or will be doing business except where
the failure to do so would not constitute a Material Adverse Change, and (vi)
has good and marketable title to or valid leasehold interest in all properties,
assets and other rights which it purports to own or lease or which are reflected
as owned or leased on its books and records, free and clear of all Liens and
encumbrances except Permitted Liens.  No Event of Default or Potential
Default exists or is continuing.

     

    6.1.2             Subsidiaries and Owners;
Investment Companies.  Schedule 6.1.2 states
(i) the name of each of the Borrowers' Subsidiaries, its jurisdiction of
organization and the amount, percentage and type of equity interests in such
Subsidiary (the "Subsidiary
Equity Interests"), (ii)  the name of each holder of an equity
interest in the Borrowers (except for Parent), and the amount, percentage and
type of such equity interest, and (iii) any options, warrants or other rights
outstanding to purchase any such equity interests referred to in clause (i) or
(ii).  The Borrowers and each Subsidiary of the Borrowers have good
and marketable title to all of the Subsidiary Equity Interests it purports to
own, free and clear in each case of any Lien and all such Subsidiary Equity
Interests have been validly issued, fully paid and
nonassessable.  None of the Loan Parties or Subsidiaries of any Loan
Party is an "investment company" registered or required to be registered under
the Investment Company Act of 1940 or under the "control" of an "investment
company" as such terms
are defined in the Investment Company Act of 1940 and shall not become such an
"investment company" or under such "control."

     

    
      
        
        

      

      
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    6.1.3             Validity and Binding
Effect.  This
Agreement and each of the other Loan Documents (i) has been duly and validly
executed and delivered by each Loan Party, and (ii) constitutes, or will
constitute, legal, valid and binding obligations of each Loan Party which is or
will be a party thereto, enforceable against such Loan Party in accordance with
its terms.

     

    6.1.4             No Conflict; Material
Agreements; Consents.  Neither
the execution and delivery of this Agreement or the other Loan Documents by any
Loan Party nor the consummation of the transactions herein or therein
contemplated or compliance with the terms and provisions hereof or thereof by
any of them will conflict with, constitute a default under or result in any
breach of (i) the terms and conditions of the certificate of incorporation,
bylaws, certificate of limited partnership, partnership agreement, certificate
of formation, limited liability company agreement or other organizational
documents of any Loan Party or (ii) any material Law, agreement,
instrument, order, writ, judgment, injunction or decree to which any Loan Party
or any of its Subsidiaries (other than Excluded Subsidiaries) is a party or by
which it or any of its Subsidiaries is bound or to which it is subject, or
result in the creation or enforcement of any Lien, charge or encumbrance
whatsoever upon any property (now or hereafter acquired) of any Loan Party or
any of its Subsidiaries (other than Liens granted under the Loan Documents and
Liens on the assets of Excluded Subsidiaries).  There is no default
under such material agreement (referred to above) and none of the Loan Parties
or their Subsidiaries (other than Excluded Subsidiaries) is bound by any
contractual obligation, or subject to any restriction in any organization
document, or any requirement of Law which could result in a Material Adverse
Change.  No material consent, approval, exemption, order or
authorization of, or a registration or filing (other than any Securities and
Exchange Commission filing which will be filed on or after the Closing Date)
with, any Official Body or any other Person is required by any Law or any
agreement in connection with the execution, delivery and carrying out of this
Agreement and the other Loan Documents which have not been obtained on or before
the Closing Date.

     

    6.1.5             Litigation.  There
are no actions, suits, proceedings or investigations pending or, to the
knowledge of any Loan Party, threatened against such Loan Party or any
Subsidiary of such Loan Party at law or in equity before any Official Body which
individually or in the aggregate may reasonably be expected to result in any
Material Adverse Change.  None of the Loan Parties or any Subsidiaries
of any Loan Party is in violation of any order, writ, injunction or any decree
of any Official Body which may reasonably be expected to result in any Material
Adverse Change.

     

    6.1.6             Financial
Statements.

     

    (i)           Historical
Statements.  The Borrowers have delivered to the Administrative
Agent copies of its audited consolidated year-end financial statements for and
as of the end of the three (3) fiscal years ended February 28,
2009.  In addition, the Borrowers have delivered to the Administrative
Agent copies of its unaudited consolidated interim financial statements for the
fiscal year to date and as of the end of the fiscal quarter ended November 28,
2009 (all such annual and interim statements being collectively referred to as
the "Statements").  The
Statements were compiled from the books and records maintained by the Borrowers'
management, are correct and complete and fairly represent in all material
respects the consolidated financial condition of the Borrowers and their
Subsidiaries as of the respective dates thereof and the results of operations
for the fiscal periods then ended and have been prepared in accordance with GAAP
consistently applied, subject (in the case of the interim statements) to normal
year-end audit adjustments and lack of footnotes.

     

    
      
        
        

      

      
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    (ii)          Accuracy of Financial
Statements.  Neither the Borrowers nor any Subsidiary of the
Borrowers have any liabilities, contingent or otherwise, or forward or long-term
commitments that are not disclosed in the Statements that are required by GAAP
to be disclosed in such Statements and are not so disclosed, or in the notes
thereto, and except as disclosed therein there are no unrealized or anticipated
losses from any commitments of the Borrower or any Subsidiary of the Borrower
which may reasonably be expected to cause a Material Adverse
Change.  Since February 28, 2009, no Material Adverse Change has
occurred.

     

    6.1.7             Margin
Stock.  None
of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to
engage principally, or as one of its important activities, in the business of
extending credit for the purpose, immediately, incidentally or ultimately, of
purchasing or carrying margin stock (within the meaning of Regulation U, T or X
as promulgated by the Board of Governors of the Federal Reserve
System).  No part of the proceeds of any Loan has been or will be
used, immediately, incidentally or ultimately, to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock or which is inconsistent with the provisions of the regulations
of the Board of Governors of the Federal Reserve System.  None of the
Loan Parties or any Subsidiary of any Loan Party holds or intends to hold margin
stock in such amounts that more than 25% of the reasonable value of the assets
of any Loan Party or Subsidiary of any Loan Party are or will be represented by
margin stock.

     

    6.1.8             Full
Disclosure.  Neither
this Agreement nor any other Loan Document, nor any certificate, statement,
agreement or other documents furnished to the Administrative Agent or any Lender
in connection herewith or therewith, contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein and therein, in light of the circumstances under which they
were made, not misleading.  There is no fact known to any Loan Party
which materially and adversely affects the business, property, assets, financial
condition, results of operations or prospects of any Loan Party or Subsidiary of
any Loan Party which has not been set forth in this Agreement or in the
certificates, statements, agreements or other documents furnished in writing to
the Administrative Agent and the Lenders prior to or at the date hereof in
connection with the transactions contemplated hereby.

     

    6.1.9             Taxes.  All
federal, state, local and other tax returns required to have been filed with
respect to each Loan Party and each Subsidiary of each Loan Party have been
filed, and payment or adequate provision has been made for the payment of all
taxes, fees, assessments and other governmental charges which have or may become
due pursuant to said returns or to assessments received, except to the extent
that such taxes, fees, assessments and other charges are being contested in good
faith by appropriate proceedings diligently conducted and for which such
reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made.

     

    
      
        
        

      

      
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    6.1.10           Patents, Trademarks,
Copyrights, Licenses, Etc.  Each
Loan Party and each Subsidiary of each Loan Party owns or possesses all the
material patents, trademarks, service marks, trade names, copyrights, licenses,
registrations, franchises, permits and rights necessary to own and operate its
properties and to carry on its business as presently conducted and planned to be
conducted by such Loan Party or Subsidiary, without known possible, alleged or
actual conflict with the rights of others.

     

    6.1.11           Liens in the
Collateral.  After
the occurrence of and during the continuation of a Collateralization Event, the
Liens in the Inventory of the Loan Parties granted to the Administrative Agent
for the benefit of the Lenders pursuant to the any security agreement,
assignment, or other collateral document, in form and substance reasonably
satisfactory to the Administrative Agent, which the Loan Parties shall enter
into pursuant to Section 8.1.11 [Granting of Liens in Collateral] (collectively,
the "Collateral
Documents"), will constitute, and will continue to constitute until the
earlier of Payment in Full or the termination of the Collateralization Event,
Prior Security Interests.  All filing fees and other expenses in
connection with the perfection of such Liens will be paid by the
Borrowers.

     

    6.1.12           Insurance.  The
properties of each Loan Party and each of its Subsidiaries (other than Excluded
Subsidiaries) are insured pursuant to policies and other bonds which are valid
and in full force and effect and which provide adequate coverage from reputable
and financially sound insurers in amounts sufficient to insure the assets and
risks of each such Loan Party and Subsidiary (other than Excluded Subsidiaries)
in accordance with prudent business practice in the industry of such Loan
Parties and Subsidiaries (other than Excluded Subsidiaries).

     

    6.1.13           ERISA
Compliance. (i)  Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state Laws.  Each Plan that is
intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of Borrowers, nothing has occurred which would prevent, or cause the
loss of, such qualification.  Each Borrower and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of the
Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.

     

    (ii)           No
ERISA Event has occurred or is reasonably expected to occur; (a) no Pension Plan
has any unfunded pension liability (i.e. excess of benefit liabilities over the
current value of that Pension Plan's assets, determined in accordance with the
assumptions used for funding the Pension Plan for the applicable plan year); (b)
neither Borrowers nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension
Plan (other than premiums due and not delinquent under Section 4007 of ERISA);
(c) neither Borrowers nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (d) neither Borrowers nor any ERISA Affiliate has
engaged in a transaction that could be subject to Sections 4069 or 4212(c) of
ERISA.

     

    
      
        
        

      

      
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    6.1.14           Environmental
Matters.  Each
Loan Party is and, to the knowledge of each respective Loan Party and each of
its Subsidiaries (other than Excluded Subsidiaries) is and has been in
compliance in all material respects with applicable Environmental Laws except as
disclosed on Schedule
6.1.14; provided that such
matters so disclosed could not in the aggregate result in a Material Adverse
Change.

     

    6.1.15           Employment
Matters.  Each
of the Loan Parties is in compliance with all employment agreements, employment
contracts, collective bargaining agreements and other agreements among any Loan
Party and its employees (collectively, "Labor Contracts") and all
applicable federal, state and local labor and employment Laws including those
related to equal employment opportunity and affirmative action, labor relations,
minimum wage, overtime, child labor, medical insurance continuation, worker
adjustment and retraining notices, immigration controls and worker and
unemployment compensation, where the failure to comply would constitute a
Material Adverse Change.  There are no outstanding grievances,
arbitration awards or appeals therefrom arising out of the Labor Contracts or
current or threatened strikes, picketing, handbilling or other work stoppages or
slowdowns at facilities of any of the Loan Parties which in any case would
constitute a Material Adverse Change.

     

    6.1.16           Use of
Proceeds.  The
proceeds of all Loans will be utilized in accordance with Section 2.8 [Use of
Proceeds] of this Agreement.

     

    6.1.17           Material Adverse
Change.  At
no time during the period from February 28, 2009 through the date of this
Agreement has there been a change in the financial or other condition, business
or affairs of the Loan Parties taken as a whole, or their properties and assets
considered as an entirety, except for changes none of which, individually
or in the aggregate, has had or could reasonably be expected to constitute a
Material Adverse Change.

     

    6.1.18           Senior Debt
Status.  During
a Collateralization Event the Obligations shall be senior to all Indebtedness,
other than Indebtedness secured by Permitted Liens.  At all other
times the Obligations shall be pari passu to all Indebtedness, other than
Indebtedness secured by Permitted Liens.

     

    6.1.19           Assets and
Properties.  Each
Loan Party has good and marketable title to all of its material assets and
properties (tangible and intangible, real or personal) owned by it or a valid
leasehold interest in all of its material leased assets (except insofar as
marketability may be limited by any laws or regulations of any Official Body
affecting such assets), and all such assets and property are free and clear of
all Liens, except Permitted Liens and except for such assets as have been
disposed of in a transaction not prohibited hereby.

     

    6.1.20           Compliance with
Laws.  The
Loan Parties are each in compliance with all Laws applicable to them and their
respective businesses, in each case except to the extent where the failure to so
comply could not reasonably be expected to have a Material Adverse
Change.

     

    6.1.21           Solvency.  Each
Borrower is Solvent.  After giving effect to the transactions
contemplated by the Loan Documents, including all Indebtedness incurred thereby
and the payment of all fees related thereto, each Borrower will be Solvent,
determined as of the Closing Date.

     

    
      
        
        

      

      
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    6.1.22           Anti-Terrorism
Laws.  None
of the Loan Parties are (i) a Person with whom any Lender is restricted from
doing business under Executive Order No. 13224 or any other Anti-Terrorism Law,
(ii) engaged in any business involved in making or receiving any contribution of
funds, goods or services to or for the benefit of such a Person or in any
transaction that evades or avoids, or has the purpose of evading or avoiding,
the prohibitions set forth in any Anti-Terrorism Law, or (iii) otherwise in
violation of any Anti-Terrorism Law.

     

    6.2          Updates to
Schedules.  Should
any of the information or disclosures provided on any of the Schedules attached
hereto become outdated or incorrect in any material respect, the Borrowers shall
promptly provide the Administrative Agent in writing with such revisions or
updates to such Schedule as may be necessary or appropriate to update or correct
same; provided,
however, that
no Schedule shall be deemed to have been amended, modified or superseded by any
such correction or update, nor shall any breach of warranty or representation
resulting from the inaccuracy or incompleteness of any such Schedule be deemed
to have been cured thereby, unless and until the Required Lenders, in their sole
and absolute discretion, shall have accepted in writing such revisions or
updates to such Schedule (other than changes to Schedules 6.1.1 or 6.1.2 which
result solely from actions of the Loan Parties permitted hereunder, which
revised schedules shall be deemed to be accepted by all Lenders).

     

    7.           CONDITIONS OF
LENDING AND
ISSUANCE OF LETTERS OF CREDIT

     

    The
obligation of each Lender to make Loans and of the Issuing Lender to issue
Letters of Credit hereunder is subject to the performance by each of the Loan
Parties of its Obligations to be performed hereunder at or prior to the making
of any such Loans or issuance of such Letters of Credit and to the satisfaction
of the following further conditions:

     

    7.1          First Loans and Letters of
Credit.

     

    7.1.1             Deliveries.  On
the Closing Date, the Administrative Agent shall have received each of the
following in form and substance satisfactory to the Administrative
Agent:

     

    (i)           A
certificate of each of the Loan Parties signed by an Authorized Officer, dated
the Closing Date stating that the Loan Parties are in compliance with each of
their representations, warranties, covenants and conditions hereunder and no
Event of Default or Potential Default exists and no Material Adverse Change has
occurred since the date of the last audited financial statements of the
Borrowers delivered to the Administrative Agent;

     

    (ii)          A
certificate dated the Closing Date and signed by the Secretary or an Assistant
Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all
action taken by each Loan Party in connection with this Agreement and the other
Loan Documents; (b) the names of the Authorized Officers authorized to sign the
Loan Documents and their true signatures; and (c) copies of its organizational
documents as in effect on the Closing Date certified by the appropriate state
official where such documents are filed in a state office together with
certificates from the appropriate state officials as to the continued existence
and good standing of each Loan Party in each state where organized or qualified
to do business;

     

    
      
        
        

      

      
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    (iii)         This
Agreement and each of the other Loan Documents signed by an Authorized
Officer;

     

    (iv)         A
written opinion of counsel for the Loan Parties, dated the Closing Date and as
to the matters set forth in Schedule
7.1.1;

     

    (v)          Evidence
that adequate insurance required to be maintained under this Agreement is in
full force and effect, with additional insured special endorsements attached
thereto in form and substance satisfactory to the Administrative Agent and its
counsel naming the Administrative Agent as additional insured;

     

    (vi)         A
duly completed closing date compliance certificate, in form and substance
satisfactory to the Administrative Agent, dated as of the last day of the fiscal
quarter of Borrowers most recently ended prior to the Closing Date, signed by an
Authorized Officer of Borrowers;

     

    (vii)        All
material consents required to effectuate the transactions contemplated
hereby;

     

    (viii)       Evidence
that the Existing Credit Agreement has been terminated or will be terminated
concurrently with the execution of the Credit Agreement, and all outstanding
obligations and commitments thereunder have been paid and all Liens securing
such obligations have been released;

     

    (ix)          A
Lien search in acceptable scope and with acceptable results; and

     

    (x)          Such
other documents in connection with such transactions as the Administrative Agent
or said counsel may reasonably request.

     

    7.1.2             Payment of
Fees.  The
Borrowers shall have paid all fees payable on or before the Closing
Date.

     

    7.2          Each Loan or Letter of
Credit.  At
the time of making any Loans or issuing, extending or increasing any Letters of
Credit and after giving effect to the proposed extensions of
credit:  the representations, warranties and covenants of the Loan
Parties shall then be true and no Event of Default or Potential Default shall
have occurred and be continuing; the making of the Loans or issuance, extension
or increase of such Letter of Credit shall not contravene any Law applicable to
any Loan Party or Subsidiary of any Loan Party or any of the Lenders; and the
Borrowers shall have delivered to the Administrative Agent a duly executed and
completed Loan Request or to the Issuing Lender an application for a Letter of
Credit, as the case may be.

     

    8.           COVENANTS

     

    The Loan
Parties, jointly and severally, covenant and agree that until Payment In Full,
the Loan Parties shall comply at all times with the following
covenants:

     

    
      
        
        

      

      
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    8.1          Affirmative
Covenants.

     

    8.1.1             Preservation of Existence,
Etc.  Each
Loan Party shall, and shall cause each of its Subsidiaries (other than Excluded
Subsidiaries) to, maintain its legal existence as a corporation, limited
partnership or limited liability company and its license or qualification and
good standing in each jurisdiction in which its ownership or lease of property
or the nature of its business makes such license or qualification necessary,
except as otherwise expressly permitted in Section 8.2.6 [Liquidations,
Mergers, Consolidations, Acquisitions].

     

    8.1.2             Payment of Liabilities,
Including Taxes, Etc.  Each
Loan Party shall, and shall cause each of its Subsidiaries (other than Excluded
Subsidiaries) to, duly pay and discharge all liabilities to which it is subject
or which are asserted against it, promptly as and when the same shall become due
and payable, including all taxes, assessments and
governmental charges upon it or any of its properties, assets, income or
profits, prior to the date on which penalties attach thereto, except to the
extent that such liabilities, including taxes, assessments or charges, are being
contested in good faith and by appropriate and lawful proceedings diligently
conducted and for which such reserve or other appropriate provisions, if any, as
shall be required by GAAP shall have been made.

     

    8.1.3             Maintenance of
Insurance.  Each
Loan Party shall, and shall cause each of its Subsidiaries (other than Excluded
Subsidiaries) to, insure its properties and assets against loss or damage by
fire and such other insurable hazards as such assets are commonly insured
(including fire, extended coverage, property damage, workers' compensation,
public liability and business interruption insurance) and against other risks
(including errors and omissions) in such amounts as similar properties and
assets are insured by prudent companies in similar circumstances carrying on
similar businesses, and with reputable and financially sound insurers, including
self-insurance to the extent customary, all as reasonably determined by the
Administrative Agent.  The Loan Parties shall comply with the
covenants and provide the endorsement set forth on Schedule 8.1.3
relating to property and related insurance policies.

     

    8.1.4             Maintenance of Properties
and Leases.  Each
Loan Party shall, and shall cause each of its Subsidiaries (other than Excluded
Subsidiaries) to, maintain in good repair, working order and condition (ordinary
wear and tear excepted) in accordance with the general practice of other
businesses of similar character and size, all of those properties useful or
necessary to its business, and from time to time, such Loan Party will make or
cause to be made all appropriate repairs, renewals or replacements thereof;
provided, however, that nothing
in this Section shall prevent a Loan Party from discontinuing the operation or
maintenance of any of such property if such discontinuance is, in the judgment
of such Loan Party, desirable in the conduct of its business or the business of
any Subsidiary.

     

    8.1.5             Visitation
Rights.  Each
Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the
officers or authorized employees or representatives of each Lender to visit and
inspect any of its properties and to examine and make excerpts from its books
and records and discuss its business affairs, finances and accounts with its
officers, all in such detail and at such times and as often as the Lenders may
reasonably request, provided that each
Lender shall provide the Borrowers with reasonable notice prior to any visit or
inspection; and provided further, that each Lender shall be limited to two
inspections in any twelve (12) month period prior to the occurrence of an Event
of Default.

     

    
      
        
        

      

      
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    8.1.6             Keeping of Records and Books
of Account.  The
Borrowers shall, and shall cause each Subsidiary of the Borrowers to, maintain
and keep proper books of record and account which enable the Borrowers and their
Subsidiaries to issue financial statements in accordance with GAAP and as
otherwise required by applicable Laws of any Official Body having jurisdiction
over any Borrower or any Subsidiary of any Borrower, and in which full, true and
correct entries shall be made in all material respects of all its dealings and
business and financial affairs.

     

    8.1.7             Compliance with Laws; Use of
Proceeds.  Each
Loan Party shall, and shall cause each of its Subsidiaries to, comply with all
applicable Laws, including all Environmental Laws, in all respects; provided that it
shall not be deemed to be a violation of this Section 8.1.7 if any failure
to comply with any Law would not result in fines, penalties, remediation costs,
other similar liabilities or injunctive relief which in the aggregate would
constitute a Material Adverse Change.  The Loan Parties will use the
Letters of Credit and the proceeds of the Loans only in accordance with Section
2.8 [Use of Proceeds] and as permitted by applicable Law.

     

    8.1.8             Further
Assurances.  Upon
the occurrence of and during the continuation of a Collateralization Event, each
Loan Party shall, from time to time, at its expense, faithfully preserve and
protect the Administrative Agent's Lien on and Prior Security Interest in the
Collateral of the Loan Parties whether now owned or hereafter acquired as a
continuing first priority perfected Lien, subject only to Permitted Liens, and
shall do such other acts and things as the Administrative Agent in its
reasonable discretion may deem necessary or advisable from time to time in order
to preserve, perfect and protect the Liens granted under the Loan Documents and
to exercise and enforce its rights and remedies thereunder with respect to the
Collateral.

     

    8.1.9             Anti-Terrorism
Laws.  None
of the Loan Parties is or shall be (i) a Person with whom any Lender is
restricted from doing business under Executive Order No. 13224 or any other
Anti-Terrorism Law, (ii) engaged in any business involved in making or receiving
any contribution of funds, goods or services to or for the benefit of such a
Person or in any transaction that evades or avoids, or has the purpose of
evading or avoiding, the prohibitions set forth in any Anti-Terrorism Law, or
(iii) otherwise in violation of any Anti-Terrorism Law.  The Loan
Parties shall provide to the Lenders any certifications or information that a
Lender requests to confirm compliance by the Loan Parties with Anti-Terrorism
Laws.

     

    8.1.10           ERISA
Compliance.  Each
Loan Party shall, and shall cause each of its Subsidiaries to, establish,
maintain and operate all Plans to comply in all material respects with the
provisions of ERISA, and the governing documents for the respective Plans,
except where such failure to establish, maintain or operate such Plans could not
reasonably be expected to result in a Material Adverse Change.

     

    
      
        
        

      

      
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    8.1.11           Granting of Liens in
Collateral.  Effective
upon the occurrence of and during the continuation of a Collateralization Event,
in order to secure prompt payment and performance of the Obligations, each Loan
Party shall be deemed to have granted to Administrative Agent on behalf of the
Lenders a valid springing Prior Security Interest security in the Collateral
owned by it, whether then owned or existing or thereafter acquired or arising
and regardless of where located, subject only to Permitted Liens, which Prior
Security Interest shall secure the Obligations of the Loan Parties hereunder.
Upon the occurrence of and during the continuation of a Collateralization Event,
each Loan Party shall obtain such third-party consents and lien waivers as the
Administrative Agent may reasonably require.  This security interest
in the Collateral shall attach to all Collateral, without further action on the
part of the Administrative Agent, any Borrower or any Guarantor, only upon the
occurrence of a Collateralization Event.  Upon the occurrence of and
during the continuation of a Collateralization Event, each Loan Party hereby
authorizes the Administrative Agent to file any and all UCC-1 financing
statements that it deems necessary or appropriate to secure its Lien in the
Collateral.

     

    8.2          Negative
Covenants.

     

    8.2.1             Indebtedness.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, at any time create, incur, assume or
suffer to exist any Indebtedness, except:

     

    (i)           Indebtedness
under the Loan Documents;

     

    (ii)          Existing
Indebtedness as set forth on Schedule 8.2.1
(including any extensions or renewals thereof); provided there is no
increase in the amount thereof or other significant change in the terms thereof
unless otherwise specified on Schedule
8.2.1;

     

    (iii)         Capitalized
and operating leases;

     

    (iv)         Indebtedness
secured by secured by a Lien permitted under 8.2.2 [Liens];

     

    (v)          Indebtedness
to the extent permitted by Section 8.2.4 [Loans and Investments];

     

    (vi)         Indebtedness
of any Subsidiary of a Loan Party that is not a Loan Party to any other
Subsidiary of a Loan Party that is not a Loan Party;

     

    (vii)        Any
Permitted Refinancing Indebtedness;

     

    (viii)       Indebtedness
of a Loan Party to another Loan Party which is subordinated under this
Agreement;

     

    (ix)         Indebtedness
in respect of Hedging Obligations permitted under Section 8.2.14 [Hedging
Obligations];

     

    (x)           Indebtedness
of Parent and its Subsidiaries (other than Excluded Subsidiaries) not exceeding
in the aggregate ten percent (10%) of the Parent's Consolidated Total Assets
(other than Excluded Subsidiaries) outstanding at any time; and

     

    
      
        
        

      

      
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    (xi)         Any
(i) Lender Provided Interest Rate Hedge, (ii) other Interest Rate Hedge approved
by the Administrative Agent or (iii) Indebtedness under any Other Lender
Provided Financial Services Product.

     

    8.2.2             Liens.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, at any time create, incur, assume or
suffer to exist any Lien on any of its property or assets, tangible or
intangible, now owned or hereafter acquired, or agree or become liable to do
so, except
Permitted Liens.

     

    8.2.3             Guaranties.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, at any time, directly or indirectly,
become or be liable in respect of any Guaranty, or assume, guarantee, become
surety for, endorse or otherwise agree, become or remain directly or
contingently liable upon or with respect to any obligation or liability of any
other Person, except for Guaranties of Indebtedness of the Loan Parties
permitted hereunder.

     

    8.2.4             Loans and
Investments.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, at any time make or suffer to remain
outstanding any loan or advance to, or purchase, acquire or own any stock,
bonds, notes or securities of, or any partnership interest (whether general or
limited) or limited liability company interest in, or any other investment or
interest in, or
make any capital contribution to, any other Person, or agree, become or remain
liable to do any of the foregoing, except:

     

    (i)           trade
credit extended on usual and customary terms in the ordinary course of
business;

     

    (ii)          advances
to employees to meet expenses incurred by such employees in the ordinary course
of business;

     

    (iii)         Permitted
Investments;

     

    (iv)         Restricted
Investments in Excluded Subsidiaries; provided that the Restricted Investments
shall not at any time (a) exceed, in the aggregate, ten percent (10%) of the
Parent's Consolidated Total Assets, (b) be made unless, immediately after such
Restricted Investment is made, the Loan Parties are in pro-forma compliance with
the financial covenants in Sections 8.2.18 [Maximum Leverage Ratio] and 8.2.19
[Minimum Consolidated Tangible Net Worth]; (iii) be made when a Potential
Default or Event of Default is then in existence and (iv) be made in amount
involving more than $25,000,000 unless a certificate from one of the Authorized
Officers of Parent has been provided to the Administrative Agent, demonstrating
to the satisfaction of the Administrative Agent compliance with the requirements
of this subparagraph; and

     

    (v)          loans,
advances and investments in other Loan Parties.

     

    
      
        
        

      

      
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    8.2.5             Dividends and Related
Distributions.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, make or pay, or agree to become or remain
liable to make or pay, any dividend or other distribution of any nature (whether
in cash, property, securities or otherwise) on account of or in respect of its
shares of capital stock, partnership interests or limited liability company
interests on account of the purchase, redemption, retirement or acquisition of
its shares of capital stock (or warrants, options or rights therefor),
partnership interests or limited liability company interests, except (i)
dividends or other distributions payable to another Loan Party, (ii) dividends
payable solely in such Borrower's Capital Stock (other than disqualified stock)
or in options, warrants or other rights to purchase such Capital Stock and (iii)
dividends or other distributions payable to shareholders of the Parent so long
as the Loan Parties are, prior to and after giving effect to any such proposed
dividend or distribution, (a) in pro-forma compliance with the financial
covenants in Sections 8.2.18 [Maximum Leverage Ratio] and 8.2.19 [Minimum
Consolidated Tangible Net Worth], and (b) at the time of any such dividend or
distribution, no Event of Default or Potential Default shall exist or shall
result after giving effect thereto.

     

    8.2.6             Liquidations, Mergers,
Consolidations, Acquisitions.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, dissolve, liquidate or wind-up its
affairs, or become a party to any merger or consolidation, or acquire by
purchase, lease or otherwise all or substantially all of the assets or capital
stock of any other Person; except

     

    (i)           transactions
permitted under Section 8.2.7 [Disposition of Assets or
Subsidiaries];

     

    (ii)          that
a Borrower may merge or consolidate with or into another Borrower or another
Loan Party may merge or consolidate with or into another Loan
Party;

     

    (iii)         any
Subsidiary of a Loan Party may merge with and into a Borrower and any Subsidiary
of a Loan Party that is not a Borrower may merge with and into a Loan
Party;

     

    (iv)         any
Subsidiary of a Borrower that is not a Loan Party may be liquidated, wound-up or
dissolved; provided that Paiva, LLC, The Finish Line MA, Inc. and Spike's
Holding, LLC may be liquidated, wound-up or dissolved at any time so long as any
and all assets of such entities are transferred to another Loan Party prior to,
or as a result of, the dissolution;

     

    (v)          that
any merger or consolidation effected to cause the reincorporation of a
Subsidiary of a Loan Party in the State of Indiana shall be permitted;
and

     

    (vi)         any
Loan Party may acquire, whether by purchase or by merger, (A) all of the
ownership interests of another Person or (B) substantially all of the
assets of another Person or of a business or division of another Person (each an
"Permitted
Acquisition"), provided that each of
the following requirements is met:

     

    (A)           no
Event of Default or Potential Default shall have occurred and be continuing or
would result from such Permitted Acquisition or the incurrence of any
Indebtedness in connection therewith;

     

    (B)           the
businesses being acquired shall be substantially similar to the businesses or
activities engaged in by the Borrowers on the Closing Date or any businesses or
activities which are substantially similar, related or incidental
thereto;

     

    
      
        
        

      

      
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    (C)           prior
to and after giving effect to such Permitted Acquisition and the incurrence or
assumption of any Indebtedness permitted by Section 8.2.1 [Indebtedness] in
connection therewith, on a pro forma basis using historical financial statements
obtained from the seller (with EBITDAR adjusted solely to reflect transaction
expenses arising from or in connection with the applicable Permitted
Acquisition), broken down by fiscal quarter in the Parent's reasonable judgment,
as if the Permitted Acquisition and such incurrence or assumption of
Indebtedness had occurred on the first day of the twelve-month period ending on
the last day of the Parent's most recently completed fiscal quarter, the Parent
would have been in compliance with the financial covenants in Sections 8.2.18
[Maximum Leverage Ratio] and 8.2.19 [Minimum Consolidated Tangible Net Worth],
and would not otherwise be in default; and

     

    (D)           prior
to each such Permitted Acquisition with a purchase price (excluding assumed
liabilities but not indebtedness for borrowed money) in excess of $50,000,000,
the Borrowers shall deliver to the Administrative Agent and the Lenders a
certificate from one of the Authorized Officers of Parent, demonstrating to the
satisfaction of the Administrative Agent compliance with the requirements of
subparagraph (C) above.

     

    8.2.7             Dispositions of Assets or
Subsidiaries.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, sell, convey, assign, lease, abandon or
otherwise transfer or dispose of, voluntarily or involuntarily, any of its
properties or assets, tangible or intangible (including sale, assignment,
discount or other disposition of accounts, contract rights, chattel paper,
equipment or general intangibles with or without recourse or of capital stock,
shares of beneficial interest, partnership interests or limited liability
company interests of a Subsidiary of such Loan Party), except:

     

    (i)           transactions
involving the sale of inventory and discounts of accounts receivable in each
case in the ordinary course of business;

     

    (ii)          any
sale, transfer or lease of assets in the ordinary course of business which are
no longer necessary or required in the conduct of such Loan Party's or such
Subsidiary's business;

     

    (iii)         any
sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan
Party to another Loan Party, or by any Loan Party to another Loan
Party;

     

    (iv)         leases,
sales or other dispositions of its property (exclusive of Sale and Leaseback
Transactions) that, together with all other property of Parent and its
Subsidiaries (other than Excluded Subsidiaries) previously leased, sold or
disposed of (other than Inventory in the ordinary course of business) as
permitted by this Section during the twelve-month period ending with the month
in which any such lease, sale or other disposition occurs, do not constitute a
Substantial Portion of the property of Parent and its Subsidiaries (other than
Excluded Subsidiaries) ;

     

    (v)          leases,
sales or other dispositions of its property (exclusive of Sale and Leaseback
Transactions) that exceed the limitation set forth in subsection (iv) above;
provided, that (i) there then exists no Event of Default or Potential Default
and Parent provides the Administrative Agent a satisfactory pro forma Compliance
Certificate showing compliance with all financial covenants, and (ii) the
aggregate Revolving Credit Commitments are reduced by the excess of the Net Cash
Proceeds received in connection with such disposition over the limitation in
subsection (iv) above;

     

    
      
        
        

      

      
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    (vi)         Sale
and Leaseback Transactions as permitted by Section 8.2.15 [Sale and Leaseback
Transactions]; or

     

    (vii)        any
sale, transfer or lease of assets, other than those specifically excepted
pursuant to clauses (i) through (vi) above, which is approved by the Required
Lenders.

     

    8.2.8             Affiliate
Transactions.  Neither
the Loan Parties nor any of their Subsidiaries (other than Excluded
Subsidiaries) shall directly or indirectly enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of
any of the Loan Parties which is not the Parent or a Subsidiary of Parent, on
terms that are less favorable to any Loan Party or any of its Subsidiaries
(other than Excluded Subsidiaries), as applicable, than those that might
reasonably be obtained in an arm's length transaction at the time from Persons
who are not Affiliates, except (i) as otherwise permitted by this
Agreement, including without limitation in Sections 8.2.1 [Indebtedness], 8.2.3
[Guaranties], 8.2.4 [Loans and Investments], 8.2.5 [Dividends and Related
Distributions], 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions],
8.2.7 [Dispositions of Assets or Subsidiaries] and 8.2.15 [Sale and Leaseback
Transaction]; (ii) for reasonable fees and compensation paid to (including
issuances and grant of securities and stock options, employment agreements and
stock option and ownership plans for the benefit of), and indemnity provided on
behalf of, officers, directors, employees or consultants of Parent or any
Subsidiary of Parent as determined in good faith by Parent's Board of Directors
or senior management; (iii) for any agreement as in effect as of the
Closing Date or any amendment thereto or any transaction contemplated thereby
(including pursuant to any amendment thereto or any replacement agreement
thereto so long as any such amendment or replacement agreement is not more
disadvantageous to the Lenders, taken as a whole, as determined in good faith by
Parent's Board of Directors, in any material respect than the original agreement
as in effect on the Closing Date); (iv) for loans or advances to employees
and officers of Parent and its Subsidiaries in the ordinary course of business;
and (v) for any transaction between or among two or more Loan
Parties.

     

    8.2.9             Subsidiaries, Partnerships
and Joint Ventures.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to own or create directly or indirectly any
Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a
Borrower or a Guarantor on the Closing Date; (ii) any domestic Subsidiary formed
after the Closing Date which joins this Agreement as a Guarantor by delivering
to the Administrative Agent (A) a signed Guarantor Joinder;
(B) documents in the forms described in Section 7.1 [First Loans]
modified as appropriate; and upon the occurrence of and during the continuation
of a Collateralization Event, (C) documents necessary to grant and perfect
Prior Security Interests to the Administrative Agent for the benefit of the
Lenders in the Collateral held by such Subsidiary, (iii) any Excluded
Subsidiary; and (iv) any foreign Subsidiary (other than an Excluded Subsidiary)
which has executed documents necessary to grant and perfect Prior Security
Interests to the Administrative Agent for the benefit of the Lenders in up to
65% of the equity interests of such Subsidiary.  Each of the Loan
Parties shall not become or agree to become a party to a Joint
Venture.

     

    
      
        
        

      

      
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    8.2.10           Continuation of or Change in
Business.  Neither
the Loan Parties nor any of their Subsidiaries (other than Excluded
Subsidiaries) shall engage in any business other than the businesses engaged in
by the Loan Parties on the Closing Date and any business or activities which are
substantially similar, related or incidental thereto.

     

    8.2.11           Issuance of
Stock.  The
Parent shall not permit any other Loan Party to issue any additional shares of
such Loan Party's capital stock or any options, warrants or other rights in
respect thereof to any Person other than to the Parent or to any other Loan
Party.

     

    8.2.12           Changes in Organizational
Documents.  Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries
(other than Excluded Subsidiaries) to, amend in any respect its certificate of
incorporation (including any provisions or resolutions relating to capital
stock), by-laws, certificate of limited partnership, partnership agreement,
certificate of formation, limited liability company agreement or other
organizational documents without providing at least ten (10) calendar days'
prior written notice to the Administrative Agent and the Lenders and, in the
event such change would be adverse to the Lenders as determined by the
Administrative Agent in its reasonable discretion, obtaining the prior written
consent of the Required Lenders.

     

    8.2.13           Negative
Pledges.  Each
of the Loan Parties covenants and agrees that it shall not, and shall not permit
any of its Subsidiaries (other than Excluded Subsidiaries) to, enter into any
contract, document or agreement with any Person which, in any manner, whether
directly or contingently, prohibits, restricts or limits the right of any of the
Loan Parties from granting any Liens in the Collateral to the Administrative
Agent or the Lenders.

     

    8.2.14           Hedging
Obligations.  The
Loan Parties shall not and shall not permit any of their Subsidiaries (other
than Excluded Subsidiaries) to enter into any interest rate, commodity or
foreign currency exchange, swap, collar, cap or similar agreements evidencing
Hedging Obligations, other than interest rate, foreign currency or commodity
exchange, swap, collar, cap or similar agreements entered into by a Borrower in
the ordinary course of its business and not for speculative purposes (the
documents and instruments governing such Hedging Obligations, the "Hedging
Agreements").

     

    8.2.15           Sale and Leaseback
Transaction.  Parent
will not, nor will it permit any  Subsidiary to, enter into any Sale
and Leaseback Transaction which, when combined with all other Sale and Leaseback
Transactions entered into by Parent and its Subsidiaries (other than Excluded
Subsidiaries) at any one time, would result in the aggregate sale proceeds to
exceed a Substantial Portion.

     

    8.2.16           Prepayment of Subordinated
Debt.  The
Loan Parties will not, and shall not permit any of their Subsidiaries (other
than Excluded Subsidiaries) to, voluntarily prepay any Indebtedness that is
subordinated in right of payment to the Obligations except in accordance with
the subordination provisions governing such Indebtedness or pursuant to any
refinancing or replacement of such Indebtedness permitted hereby.

     

    
      
        
        

      

      
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    8.2.17           Subsidiary
Covenants.  The
Loan Parties will not, and will not permit any of their Subsidiaries (other than
Excluded Subsidiaries) to, create or otherwise cause to become effective any
consensual encumbrance or restriction of any kind on the ability of any
Subsidiary to pay dividends or make any other distribution on its stock, pay any
Indebtedness or other Obligation owed to a Loan Party or any other Subsidiary or
make loans or advances or other investments in any Loan Party or any other
Subsidiary except for any encumbrances or restrictions existing under or by
reason of: (1) applicable Law; (2) this Agreement or the other Loan Documents;
(3) customary net worth provisions of any lease, license or other contract; (4)
any agreement or other instrument of a Person acquired by Parent or a Subsidiary
in a Permitted Acquisition and that was in existence at the time of such
Permitted Acquisition, but not created in contemplation thereof, which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person or the property or assets of the
Person so acquired; (5) agreements existing on the Closing Date to the extent
and in the manner such agreements are in effect on the Closing Date; (6)
customary restrictions with respect to a Subsidiary pursuant to an agreement
that has been entered into for the sale or disposition of all or substantially
all of the assets or Capital Stock of such Subsidiary; (7) customary provisions
in joint venture agreements and other similar agreements relating solely to the
securities, assets and revenues of such joint venture or other business venture;
or (8) an agreement governing Indebtedness incurred to refinance or replace the
Indebtedness issued, assume or incurred pursuant to an agreement referred to in
clause (2), (4) or (6) above; provided, however, that the provisions relating to
such encumbrance or restriction contained in any such Indebtedness are not, in
the aggregate, materially less favorable, taken as a whole, to Parent as
determined by the Board of Directors of Parent in its reasonable and good faith
judgment than the provisions relating to such encumbrance or restriction
contained in agreements referred to in such clause (2), (4) or (6).

     

    8.2.18           Maximum Leverage
Ratio.  The
Loan Parties shall not, as of the end of each fiscal quarter after the Closing
Date and as of the date of any Permitted Acquisition pursuant to Section 8.2.6
[Liquidations, Mergers, Consolidations, Acquisitions], and prior to Payment in
Full, permit the Leverage Ratio to exceed 3.75 to 1.00.

     

    8.2.19           Minimum Consolidated
Tangible Net Worth.  The
Borrowers shall not at any time permit the Parent's Consolidated Tangible Net
Worth at any time to be less than the sum of (a) $342,151,960, plus (b) fifty
percent (50%) of cumulative Net Income for each fiscal quarter ending on and
after the Closing Date and prior to Payment in Full, with no deduction for
losses, minus
(c) an amount equal to up to $10,000,000 per fiscal year for repurchases of the
Parent's Capital Stock; provided that any unused amount at the end of such
fiscal year of such $10,000,000 limit may be carried forward and used in
subsequent fiscal years.

     

    8.3          Reporting
Requirements.  The
Loan Parties will furnish or cause to be furnished to the Administrative Agent
and each of the Lenders.

     

    8.3.1             Quarterly Financial
Statements.  As
soon as available and in any event within forty-five (45) calendar days after
the end of each of the first three fiscal quarters in each fiscal year of
Parent, a form 10-Q filed by Parent with Securities and Exchange Commission for
such fiscal quarter and the financial statements of Parent and its Subsidiaries,
consisting of a consolidated balance sheet as of the end of such fiscal quarter
and related consolidated statements of income for the fiscal quarter then ended
and the fiscal year through that date and cash flows for the fiscal year through
that date, all in reasonable detail and certified (subject to normal year-end
audit adjustments) by the Chief Executive Officer, President, Chief Accounting
Officer, Chief Financial Officer or Deputy Chief Financial Officer of the
Borrowers as having been prepared in accordance with GAAP, consistently applied,
and setting forth in comparative form the respective financial statements for
the corresponding date and period in the previous fiscal year except for the
omission of full footnotes which may be required under GAAP, subject to normal
year end adjustments.

     

    
      
        
        

      

      
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    8.3.2             Annual Financial
Statements.  As
soon as available and in any event within ninety (90) days after the end of each
fiscal year of the Borrowers, a form 10-k filed by Parent with Securities and
Exchange Commission for such fiscal year and financial statements of the
Borrowers consisting of a consolidated balance sheet as of the end of such
fiscal year, and related consolidated statements of income, stockholders' equity
and cash flows for the fiscal year then ended, all in reasonable detail and
setting forth in comparative form the financial statements as of the end of and
for the preceding fiscal year, and certified by independent certified public
accountants of nationally recognized standing reasonably satisfactory to the
Administrative Agent together with any management letters of such accountants
addressed to any Borrower.  The certificate or report of accountants
shall be free of qualifications (other than any consistency qualification that
may result from a change in the method used to prepare the financial statements
as to which such accountants concur) and shall not indicate the occurrence or
existence of any event, condition or contingency which would reasonably be
expected to materially impair the prospect of payment or performance of any
covenant, agreement or duty of any Loan Party under any of the Loan
Documents.  The Loan Parties shall deliver with such financial
statements and certification by their accountants a letter of such accountants
to the Administrative Agent and the Lenders substantially to the effect that,
based upon their ordinary and customary examination of the affairs of the
Borrowers, performed in connection with the preparation of such consolidated
financial statements, and in accordance with GAAP, they are not aware of the
existence of any condition or event which constitutes an Event of Default or
Potential Default or, if they are aware of such condition or event, stating the
nature thereof.

     

    8.3.3             Certificate of the
Borrowers.  Concurrently
with the financial statements of the Borrowers furnished to the Administrative
Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial
Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a
"Compliance
Certificate") of the Borrowers signed by the Chief Executive Officer,
President, Chief Accounting Officer, Chief Financial Officer or Deputy Chief
Financial Officer of the Borrowers, in the form of Exhibit
8.3.3.

     

    8.3.4             Net Cash Reporting
Event.  In
the event that the Net Cash is less than $50,000,000 but greater than or equal
to $25,000,000 as of the last day of any fiscal quarter (a "Net Cash Reporting Event") the
Borrowers shall issue written reports immediately to the Administrative Agent on
a daily basis detailing the Net Cash amount for the previous Business Day and
shall deliver to the Administrative Agent such daily reports through the last
day of such fiscal quarter.


    
      
         


      

      
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    8.3.5         
 Notices.
Subject to applicable Law (including securities Laws preventing the disclosure
of non-public information), the Loan Parties shall provide the following notices
to Administrative Agent (on behalf of the Lenders):

     

    8.3.5.1       Default.  Promptly
after any officer of any Loan Party has learned of the occurrence of an Event of
Default or Potential Default, a certificate signed by an Authorized Officer
setting forth the details of such Event of Default or Potential Default and the
action which such Loan Party proposes to take with respect thereto.

     

    8.3.5.2       Litigation.  Promptly
after the commencement thereof, notice of all actions, suits, proceedings or
investigations before or by any Official Body or any other Person against any
Loan Party or Subsidiary of any Loan Party which relate to the Collateral,
involve a claim or series of claims which if adversely determined would
constitute a Material Adverse Change.

     

    8.3.5.3       Organizational
Documents.  In accordance with  Section 8.2.12
[Changes in Organizational Documents], any amendment to the organizational
documents of any Loan Party.

     

    8.3.5.4       Other
Indebtedness.  Deliver to the Administrative Agent a copy of
any written notice of default or event of default received by any Borrower from
the holders of funded Indebtedness in excess of $10,000,000 but not including
intercompany Indebtedness.

     

    8.3.5.5       Erroneous Financial
Information.  As soon as commercially reasonable in the event
that the Borrowers or their accountants conclude or advise that any previously
issued financial statement, audit report or interim review should no longer be
relied upon or that disclosure should be made or action should be taken to
prevent future reliance.

     

    8.3.5.6       Environmental
Notice.  As soon as possible and in any event within ten (10)
days after receipt by any Borrower, a copy of (i) any notice or claim to the
effect that the Borrowers or any of their Subsidiaries have violated any
Environmental Laws, and (ii) any notice alleging any violation of any
Environmental Laws by the Borrowers or any of their Subsidiaries if, in either
case, such notice or claim could, singly or in the aggregate, reasonably be
expect to have a Material Adverse Change.

     

    8.3.5.7       ERISA
Event.  Immediately upon the occurrence of any ERISA
Event.

     

    8.3.5.8       Labor
Matters.  Notify the Agent and the Lenders in writing, promptly
upon any Borrower's learning thereof, of (i) any material labor dispute to
which such Borrower or any of its Subsidiaries may become a party, including,
without limitation, any strikes, lockouts or other disputes relating to
such Persons' plants and other facilities and (ii) any material Worker
Adjustment and Retraining Notification Act liability incurred with respect to
the closing of any plant or other facility of any Borrower or any of its
Subsidiaries, to the extent any of the foregoing could reasonably be expected to
result in a Material Adverse Change.


    
      
         


      

      
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    8.3.5.9       Other Reports.
Promptly upon their becoming available to any Borrower:

     

    (i)          
 Annual
Budget.  The annual budget and any forecasts or projections of
the Borrowers, to be supplied not later than thirty (30) days after the
commencement of the fiscal year to which any of the foregoing may be
applicable,

     

    (ii)           Management
Letters.  Any reports including management letters submitted to
any Borrower by independent accountants in connection with any annual, interim
or special audit,

     

    (iii)           Other
Information.  Such other reports and information as any of the
Lenders may from time to time reasonably request.

     

    9.           DEFAULT

     

    9.1           Events of
Default.  An
Event of Default shall mean the occurrence or existence of any one or more of
the following events or conditions (whatever the reason therefor and whether
voluntary, involuntary or effected by operation of Law):

     

    9.1.1        Payments Under Loan
Documents.  The
Borrowers shall fail to pay any principal of any Loan (including scheduled
installments, mandatory prepayments or the payment due at maturity),
Reimbursement Obligation or Letter of Credit Obligation, or shall fail to pay
any interest on any Loan, Reimbursement Obligation or Letter of Credit
Obligation or any other amount owing hereunder or under the other Loan Documents
within five (5) Business Days of the date on which such principal, interest or
other amount becomes due in accordance with the terms hereof or
thereof;

     

    9.1.2        Breach of
Warranty.  Any representation or warranty made at any time by
any of the Loan Parties herein or by any of the Loan Parties in any other Loan
Document, or in any certificate, other instrument or statement furnished
pursuant to the provisions hereof or thereof, shall prove to have been false or
misleading in any material respect as of the time it was made or
furnished;

     

    9.1.3        Breach of Negative
Covenants, Net Cash Reporting Event, Visitation Rights or Granting of Liens in
Collateral.  Any
of the Loan Parties shall default in the observance or performance of any
covenant contained in (i) Section 8.1.11 [Granting of Liens in Collateral],
Section 8.3.4 [Net Cash Reporting Event] or Section 8.2 [Negative
Covenants], or (ii) upon the occurrence of and during the continuation of a
Collateralization Event Section 8.1.5 [Visitation Rights];

     

    9.1.4        Breach of Other
Covenants.  Any
of the Loan Parties shall default in the observance or performance of any other
covenant, condition or provision hereof or of any other Loan Document and such
default shall continue unremedied for a period of thirty (30) calendar
days;


    
      
         


      

      
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    9.1.5        Defaults in Other Agreements
or Indebtedness.  A
default or event of default shall occur at any time under the terms of any other
agreement involving borrowed money or the extension of credit or any other
Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be
obligated as a borrower or guarantor in excess of $15,000,000 in the
aggregate;

     

    9.1.6        Final Judgments or
Orders.  Any
final judgments or orders for the payment of money in excess of $15,000,000 in
the aggregate (other than a money judgment covered by insurance) shall be
entered against any Loan Party by a court having jurisdiction in the premises,
which judgment is not discharged, vacated, bonded or stayed pending appeal
within a period of sixty (60) days from the date of entry;

     

    9.1.7        Loan Document
Unenforceable.  Any
of the Loan Documents shall cease to be legal, valid and binding agreements
enforceable against the party executing the same or such party's successors and
assigns (as permitted under the Loan Documents) in accordance with the
respective terms thereof or shall in any way be terminated (except in accordance
with its terms) or become or be declared ineffective or inoperative or shall in
any way be challenged or contested or cease to give or provide the respective
Liens, security interests, rights, titles, interests, remedies, powers or
privileges intended to be created thereby;

     

    9.1.8        Uninsured Losses;
Proceedings Against Assets.  There
shall occur any material uninsured damage to or loss, theft or destruction of
the Collateral or other assets of any Borrower in excess of $15,000,000 or any
such property or any other of the Loan Parties' or any of their Subsidiaries'
(other than Excluded Subsidiaries) assets are attached, seized, levied upon or
subjected to a writ or distress warrant; or such come within the possession of
any receiver, trustee, custodian or assignee for the benefit of creditors and
the same is not cured within thirty (30) days thereafter;

     

    9.1.9        Events Relating to Plans and
Benefit Arrangements.  (i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of any
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of $15,000,000, or (ii) any Borrower
or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of $15,000,000;

     

    9.1.10      Change of
Control.   A
Change of Control shall occur.

     

    9.1.11      Material Adverse
Change.  A
Material Adverse Change shall occur.

     

    9.1.12      Relief
Proceedings.  (i) A
Relief Proceeding shall have been instituted against any Loan Party or
Subsidiary of a Loan Party (other than an Excluded Subsidiary) and such Relief
Proceeding shall remain undismissed or unstayed and in effect for a period of
sixty (60) consecutive days or such court shall enter a decree or order granting
any of the relief sought in such Relief Proceeding, (ii) any Loan Party or
Subsidiary of a Loan Party (other than an Excluded
Subsidiary)  institutes, or takes any action in furtherance of, a
Relief Proceeding, or (iii) any Loan Party ceases to be solvent or admits in
writing its inability to pay its debts as they mature.


    
      
         


      

      
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    9.2           Consequences of Event of
Default.

     

    9.2.1        Events of Default Other Than
Bankruptcy, Insolvency or Reorganization Proceedings.  If
an Event of Default specified under Sections 9.1.1 through 9.1.11 shall
occur and be continuing, the Lenders and the Administrative Agent shall be under
no further obligation to make Loans and the Issuing Lender shall be under no
obligation to issue Letters of Credit and the Administrative Agent may, and upon
the request of the Required Lenders, shall (i) by written notice to the
Borrowers, declare the unpaid principal amount of the Notes then outstanding and
all interest accrued thereon, any unpaid fees and all other Indebtedness of the
Borrowers to the Lenders hereunder and thereunder to be forthwith due and
payable, and the same shall thereupon become and be immediately due and payable
to the Administrative Agent for the benefit of each Lender without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived, and (ii) require the Borrowers to, and the Borrowers
shall thereupon, deposit in a non-interest-bearing account with the
Administrative Agent, as cash collateral for its Obligations under the Loan
Documents, an amount equal to the maximum amount currently or at any time
thereafter available to be drawn on all outstanding Letters of Credit, and the
Borrowers hereby pledge to the Administrative Agent and the Lenders, and grant
to the Administrative Agent and the Lenders a security interest in, all such
cash as security for such Obligations; and

     

    9.2.2        Bankruptcy, Insolvency or
Reorganization Proceedings.  If
an Event of Default specified under Section 9.1.12 [Relief Proceedings]
shall occur, the Lenders shall be under no further obligations to make Loans
hereunder and the Issuing Lender shall be under no obligation to issue Letters
of Credit and the unpaid principal amount of the Loans then outstanding and all
interest accrued thereon, any unpaid fees and all other Indebtedness of the
Borrowers to the Lenders hereunder and thereunder shall be immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived; and

     

    9.2.3        Set-off.  If
an Event of Default shall have occurred and be continuing, each Lender, the
Issuing Lender, and each of their respective Affiliates and any participant of
such Lender or Affiliate which has agreed in writing to be bound by the
provisions of Section 5.3 [Sharing of Payments] 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 or participant to or for the credit or the account
of any Loan Party against any and all of the Obligations of such Loan Party now
or hereafter existing under this Agreement or any other Loan Document to such
Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or
not such Lender, Issuing Lender, Affiliate or participant shall have made any
demand under this Agreement or any other Loan Document and although such
Obligations of the Borrowers or such Loan 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 and participants 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 and participants may
have.  Each Lender and the Issuing Lender agrees to notify the
Borrowers 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; and


    
      
         


      

      
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    9.2.4        Application of
Proceeds.  From
and after the date on which the Administrative Agent has taken any action
pursuant to this Section 9.2 and until all Obligations of the Loan Parties
have been paid in full, any and all proceeds received by the Administrative
Agent from any sale or other disposition of the Collateral, or any part thereof,
or the exercise of any other remedy by the Administrative Agent, shall be
applied as follows:

     

    (i)           
first, to reimburse the Administrative Agent and the Lenders for out-of-pocket
costs, expenses and disbursements, including reasonable attorneys' and
paralegals' fees and legal expenses, incurred by the Administrative Agent or the
Lenders in connection with realizing on the Collateral or collection of any
Obligations of any of the Loan Parties under any of the Loan Documents,
including advances made by the Lenders or any one of them or the Administrative
Agent for the reasonable maintenance, preservation, protection or enforcement
of, or realization upon, the Collateral, including advances for taxes,
insurance, repairs and the like and reasonable expenses incurred to sell or
otherwise realize on, or prepare for sale or other realization on, any of the
Collateral;

     

    (ii)           second,
to the repayment of all Obligations then due and unpaid of the Loan Parties to
the Lenders or their Affiliates incurred under this Agreement or any of the
other Loan Documents or agreements evidencing any Lender Provided Interest Rate
Hedge or Other Lender Provided Financial Services Obligations, whether of
principal, interest, fees, expenses or otherwise and to Cash Collateralize the
Letter of Credit Obligations, in such manner as the Administrative Agent may
determine in its discretion; and

     

    (iii)           the
balance, if any, as required by Law.

     

    10.           THE ADMINISTRATIVE
AGENT

     

    10.1        Appointment and
Authority.  Each
of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on
its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this Section 10 are
solely for the benefit of the Administrative Agent, the Lenders and the Issuing
Lender, and neither the Borrowers nor any other Loan Party shall have rights as
a third party beneficiary of any of such provisions.

     

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


    
      
         


      

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

     

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

     

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

     

    (c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrowers 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 11.1 [Modifications, Amendments or
Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence
of its own gross negligence or willful misconduct.  The Administrative
Agent shall be deemed not to have knowledge of any Potential Default or Event of
Default unless and until notice describing such Potential Default or Event of
Default is given to the Administrative Agent by the Borrowers, a Lender or the
Issuing Lender.

     

    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 Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Potential Default or Event of
Default, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Section 7
[Conditions of Lending and Issuance of Letters of Credit] or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

     


    
      
         


      

      
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    10.4        Reliance by Administrative
Agent.  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or 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.

     

    10.5        Delegation of
Duties.  The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Section 10 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.

     

    10.6        Resignation of
Administrative Agent.  The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the Issuing Lender and the Borrowers.  Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, with
approval from the Borrowers (so long as no Event of Default has occurred and is
continuing), to appoint a successor, such approval not to be unreasonably
withheld or delayed.  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;
provided that
if the Administrative Agent shall notify the Borrowers and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (i) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders or the Issuing Lender under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (ii) 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 Section
10.6.  Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed in writing between the Borrowers and such
successor.  After the retiring Administrative Agent's resignation
hereunder and under the other Loan Documents, the provisions of this Section 10
and Section 11.3 [Expenses; Indemnity; Damage Waiver] 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.


    
      
         


      

      
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    If PNC
resigns as Administrative Agent under this Section 10.6, PNC shall also resign
as an Issuing Lender.  Upon the appointment of a successor
Administrative Agent hereunder, such successor shall (i) succeed to all of the
rights, powers, privileges and duties of PNC as the retiring Issuing Lender and
Administrative Agent and PNC shall be discharged from all of its respective
duties and obligations as Issuing Lender and Administrative Agent under the Loan
Documents, and (ii) issue letters of credit in substitution for the Letters of
Credit issued by PNC, if any, outstanding at the time of such succession or make
other arrangement satisfactory to PNC to effectively assume the obligations of
PNC with respect to such Letters of Credit.

     

    10.7        Non-Reliance on
Administrative Agent and Other Lenders.  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 Loan Document or any related agreement or any document furnished
hereunder or thereunder.

     

    10.8        No Other Duties,
etc.  Anything
herein to the contrary notwithstanding, none of the other Lenders listed on the
cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the Issuing Lender
hereunder.

     

    10.9        Administrative Agent's
Fee.  The
Borrowers shall pay to the Administrative Agent a nonrefundable fee (the "Administrative Agent's Fee")
under the terms of a letter (the "Administrative Agent's
Letter") between the Borrowers and Administrative Agent, as amended from
time to time.

     

    10.10      Authorization to Release
Collateral and Guarantors.  The
Lenders and Issuing Lenders authorize the Administrative Agent to release any
Collateral disposed of in a sale or other disposition or transfer permitted
under Section 8.2.5 [Dividends and Related Distributions], Section 8.2.7
[Disposition of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers,
Consolidations, Acquisitions], and (ii) any Guarantor from its obligations under
the Guaranty Agreement if the ownership interests in such Guarantor are sold or
otherwise disposed of or transferred to persons other than Loan Parties or
Subsidiaries of the Loan Parties in a transaction permitted under Section 8.2.7
[Disposition of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers,
Consolidations, Acquisitions].


    
      
         


      

      
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    10.11      No Reliance on
Administrative Agent's Customer Identification Program.  Each
Lender acknowledges and agrees that neither such Lender, nor any of its
Affiliates, participants or assignees, may rely on the Administrative Agent to
carry out such Lender's, Affiliate's, participant's or assignee's customer
identification program, or other obligations required or imposed under or
pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
"CIP Regulations"), or
any other Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with any of the Loan Parties, their
Affiliates or their agents, the Loan Documents or the transactions hereunder or
contemplated hereby: (i) any identity verification procedures, (ii) any
recordkeeping, (iii) comparisons with government lists, (iv) customer notices or
(v) other procedures required under the CIP Regulations or such other
Laws.

     

    11.           MISCELLANEOUS

     

    11.1        Modifications, Amendments or
Waivers.  With
the written consent of the Required Lenders, the Administrative Agent, acting on
behalf of all the Lenders, and the Borrowers, on behalf of the Loan Parties, may
from time to time enter into written agreements amending or changing any
provision of this Agreement or any other Loan Document or the rights of the
Lenders or the Loan Parties hereunder or thereunder, or may grant written
waivers or consents hereunder or thereunder.  Any such agreement,
waiver or consent made with such written consent shall be effective to bind all
the Lenders and the Loan Parties; provided, that no
such agreement, waiver or consent may be made which will:

     

    11.1.1      Increase of
Commitment.  Increase
the amount of the Revolving Credit Commitment of any Lender hereunder without
the consent of such Lender;

     

    11.1.2      Extension of Payment;
Reduction of Principal Interest or Fees; Modification of Terms of
Payment.  Whether
or not any Loans are outstanding, extend the Expiration Date or the time for
payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan), the Facility Fee or any other fee payable to
any Lender, or reduce the principal amount of or the rate of interest borne by
any Loan or reduce the Facility Fee or any other fee payable to any Lender,
without the consent of each Lender directly affected thereby;


    
      
         


      

      
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    11.1.3      Release of Collateral or
Guarantor.  Except
as otherwise permitted hereunder, release any Guarantor from its Obligations
under the Guaranty Agreement without the consent of all Lenders (other than
Defaulting Lenders) and, after the occurrence of and during the continuation of
a Collateralization Event and except for sales of assets permitted by
Section 8.2.7 [Disposition of Assets or Subsidiaries], release all or
substantially all of the Collateral without the consent of all Lenders (other
than Defaulting Lenders); provided, however, that if a Collateralization Event
is no longer continuing, the Administrative Agent shall, without the consent of
any Lender, release all of the Liens for the benefit of the Lenders in the
Collateral that the Loan Parties granted to it as a result of such
Collateralization Event; provided further that in the event that the Borrowers
provide the Lenders with Cash Collateral to secure any Letters of Credit with an
expiry date beyond the Expiration Date pursuant to Section 2.9.11 [Cash
Collateral Prior to the Expiration Date] the Administrative Agent is permitted
to release such Collateral without the consent of any  Lender once
such Letter of Credit has expired or has otherwise been returned to the Issuing
Lender undrawn; or

     

    11.1.4      Miscellaneous.  Amend
Section 5.2 [Pro Rata Treatment of Lenders], 10.3 [Exculpatory Provisions,
Etc.] or 5.3 [Sharing of Payments by Lenders] or this Section 11.1, alter
any provision regarding the pro rata treatment of the Lenders or requiring all
Lenders to authorize the taking of any action or reduce any percentage specified
in the definition of Required Lenders, in each case without the consent of all
of the Lenders (other than Defaulting Lenders);

     

    provided that no
agreement, waiver or consent which would modify the interests, rights or
obligations of the Administrative Agent or the Issuing Lender may be made
without the written consent of such Administrative Agent or Issuing Lender, as
applicable, and provided, further
that, if in connection with any proposed waiver, amendment or modification
referred to in Sections 11.1.1 through 11.1.4 above, the consent of the Required
Lenders is obtained but the consent of one or more of such other Lenders whose
consent is required is not obtained (each a "Non-Consenting Lender"), then
the Borrowers shall have the right to replace any such Non-Consenting Lender
with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement of a
Lender].

     

    11.2        No Implied Waivers;
Cumulative Remedies.  No
course of dealing and no delay or failure of the Administrative Agent or any
Lender in exercising any right, power, remedy or privilege under this Agreement
or any other Loan Document shall affect any other or future exercise thereof or
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any further exercise thereof or of any other right, power, remedy or
privilege.  The rights and remedies of the Administrative Agent and
the Lenders under this Agreement and any other Loan Documents are cumulative and
not exclusive of any rights or remedies which they would otherwise
have.

     

    11.3        Expenses; Indemnity; Damage
Waiver.

     

    11.3.1      Costs and
Expenses.  The
Borrowers shall pay (i) all 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), and shall pay all
reasonable fees and time charges and disbursements for attorneys who may be
employees of 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 Loan 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 out-of-pocket expenses incurred by the Issuing
Lender in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder, (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
Issuing Lender (including the reasonable fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or the Issuing Lender), and
shall pay all fees and time charges for attorneys who may be employees of 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 Loan 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, and (iv) all reasonable out-of-pocket expenses of the Administrative
Agent's regular employees and agents engaged periodically to perform audits of
the Loan Parties' books, records and business properties, subject to the
limitations set forth herein.


    
      
         


      

      
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    11.3.2      Indemnification by the
Borrowers.  The
Borrower shall jointly and severally indemnify the Administrative Agent (and any
sub-agent thereof), each Lender and the Issuing 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, damages, liabilities
and related expenses (including the reasonable fees, charges and disbursements
of any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys who
may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Borrower or any other Loan
Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance or
nonperformance 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) breach of representations, warranties or covenants of the
Borrowers under the Loan Documents, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
including any such items or losses relating to or arising under Environmental
Laws or pertaining to environmental matters, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrowers or any
other Loan 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 (x) 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 or (y) result from a claim brought by any Borrower or any
other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee's obligations hereunder or under any other Loan Document, if such
Borrower or such Loan Party has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent
jurisdiction.


    
      
         


      

      
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    11.3.3      Reimbursement by
Lenders.  To
the extent that the Borrowers for any reason fail to indefeasibly pay any amount
required under Sections 11.3.1 [Costs and Expenses] or 11.3.2 [Indemnification
by the Borrowers] to be paid by it to the Administrative Agent (or any sub-agent
thereof), the Issuing 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 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) or the Issuing 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) or Issuing Lender in
connection with such capacity.

     

    11.3.4      Waiver of Consequential
Damages, Etc.  To
the fullest extent permitted by applicable Law, the Borrowers shall not assert,
and hereby waive, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof.  Absent gross negligence or
willful misconduct, no Indemnitee referred to in Section 11.3.2 [Indemnification
by Borrowers] 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 Loan Documents or the transactions
contemplated hereby or thereby.

     

    11.3.5      Payments.  All
amounts due under this Section shall be payable not later than ten (10) days
after demand therefor.

     

    11.4        Holidays.  Whenever
payment of a Loan to be made or taken hereunder shall be due on a day which is
not a Business Day such payment shall be due on the next Business Day (except as
provided in Section 4.2 [Interest Periods]) and such extension of time
shall be included in computing interest and fees, except that the Loans shall be
due on the Business Day preceding the Expiration Date if the Expiration Date is
not a Business Day.  Whenever any payment or action to be made or
taken hereunder (other than payment of the Loans) shall be stated to be due on a
day which is not a Business Day, such payment or action shall be made or taken
on the next following Business Day, and such extension of time shall not be
included in computing interest or fees, if any, in connection with such payment
or action.

     

    11.5        Notices; Effectiveness;
Electronic Communication.

     

    11.5.1      Notices
Generally.  Except
in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in Section 11.5.2 [Electronic
Communications]), all notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopier (i) if to a Lender,
to it at its address set forth in its administrative questionnaire, or (ii) if
to any other Person, to it at its address set forth on Schedule
1.1(B).


    
      
         


      

      
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    Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient).  Notices delivered through electronic communications to
the extent provided in Section 11.5.2 [Electronic Communications], shall be
effective as provided in such Section.

     

    11.5.2      Electronic
Communications.  Notices
and other communications to the Lenders and the Issuing Lender hereunder may be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices to any Lender or the Issuing Lender if such
Lender or the Issuing Lender, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent or the Borrowers may, in
their 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.

     

    11.5.3      Change of Address,
Etc.  Any
party hereto may change its address, e-mail address or telecopier number for
notices and other communications hereunder by notice to the other parties
hereto.

     

    11.6        Severability.  The
provisions of this Agreement are intended to be severable.  If any
provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any
jurisdiction.

     

    11.7        Duration;
Survival.  All
representations and warranties of the Loan Parties contained herein or made in
connection herewith shall survive the execution and delivery of this Agreement,
the completion of the transactions hereunder and Payment In Full.  All
covenants and agreements of the Borrowers contained herein relating to the
payment of principal, interest, premiums, additional compensation or expenses
and indemnification, including those set forth in the Notes, Section 5
[Payments] and Section 11.3 [Expenses; Indemnity; Damage Waiver], shall survive
Payment In Full.  All other covenants and agreements of the Loan
Parties shall continue in full force and effect from and after the date hereof
and until Payment In Full.


    
      
         


      

      
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    11.8        Successors and
Assigns.

     

    11.8.1      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 neither the Borrowers nor any other Loan 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 Section 11.8.2
[Assignments by Lenders], (ii) by way of participation in accordance with the
provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of Section 11.8.6
[Certain Pledges; Successors and Assigns Generally] (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 Section 11.8.4 [Participations] 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.

     

    11.8.2      Assignments by
Lenders.  Any
Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); 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 clause (i)(A) of this Section 11.8.2, 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
Agreement with respect to such assignment is delivered to the Administrative
Agent or, if "Trade Date" is specified in the Assignment and Assumption
Agreement, as of the Trade Date) shall not be less than $2,500,000, in the case
of any assignment in respect of the Revolving Credit Commitment of the assigning
Lender and, so long as no Event of Default has occurred and is continuing, the
Borrowers otherwise consent (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.


    
      
         


      

      
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    (iii)           Required
Consents.  No consent shall be required for any assignment
except for the consent of the Administrative Agent (which shall not be
unreasonably withheld or delayed) and:

     

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

     

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

     

    (iv)           Assignment and Assumption
Agreement.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption Agreement,
together with a processing and recordation fee of $5,000, and the assignee, if
it is not a Lender, shall deliver to the Administrative Agent an administrative
questionnaire provided by the Administrative Agent.

     

    (v)           No Assignment to
Borrowers.  No such assignment shall be made to the Borrowers
or any Borrower'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
Section 11.8.3 [Register], from and after the effective date specified in each
Assignment and Assumption Agreement, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption Agreement, 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 Agreement, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption Agreement 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 4.4 [LIBOR
Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], 5.8
[Increased Costs], and 11.3 [Expenses, Indemnity; Damage Waiver] with respect to facts
and circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 11.8.2
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 11.8.4
[Participations].

     

    11.8.3      Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain a record 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.  Such register shall
be conclusive absent manifest error, and the Borrowers, the Administrative Agent
and the Lenders may treat each Person whose name is in such register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  Such register shall be
available for inspection by the Borrowers and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.


    
      
         


      

      
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    11.8.4      Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrowers or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrowers or any Borrower'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 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 with
respect to Sections 11.1.1 [Increase of Commitment, Etc.], 11.1.2
[Extension of Payment, Etc.], or 11.1.3 [Release of
Guarantor]).  Subject to Section 11.8.5 [Limitations upon Participant
Rights Successors and Assigns Generally], each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 4.4 [LIBOR Rate
Unascertainable; Illegality; Increased Costs; Deposits Not Available] and 5.8
[Increased Costs] to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
Section 11.8.2 [Assignments by Lenders].  To the extent permitted by
Law, each Participant also shall be entitled to the benefits of
Section 9.2.3 [Setoff] as though it were a
Lender; provided such
Participant agrees to be subject to Section 5.3 [Sharing of Payments by
Lenders] as though
it were a Lender.

     

    11.8.5      Limitations upon Participant
Rights Successors and Assigns Generally.  A
Participant shall not be entitled to receive any greater payment under Sections
5.8 [Increased Costs], 5.9 [Taxes] or 11.3 [ Expenses; Indemnity; Damage
Waiver] 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 Borrowers' 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 5.9 [Taxes] unless the Borrowers
are notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with Section 5.9.5 [Status
of Lenders] as
though it were a Lender.

     

    11.8.6      Certain Pledges; Successors
and Assigns Generally.  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.

     

    
      
         


      

      
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    11.9     Obligations
Absolute.  The
obligations of the Borrowers hereunder shall not be discharged or impaired or
otherwise diminished by the failure, default, omission, or delay, willful or
otherwise, by any Lender, the Administrative Agent, or any Borrower or any other
obligor on any of the Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of any Borrower or would otherwise operate as a discharge
of any Borrower as a matter of law or equity.  Each of the Borrowers
agrees that the Obligations will be paid and performed strictly in accordance
with the terms of the Loan Documents.  Without limiting the generality
of the foregoing, each Borrower hereby consents to, at any time and from time to
time, and the joint and several obligations of each Borrower hereunder shall not
be diminished, terminated, or otherwise similarly affected by any of the
following:

     

    (i)          
 Any lack of genuineness, legality, validity, enforceability or
allowability (in a bankruptcy, insolvency, reorganization or similar proceeding,
or otherwise), or any avoidance or subordination, in whole or in part, of any
Loan Document or any of the Obligations and regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of the
Obligations, any of the terms of the Loan Documents, or any rights of the
Administrative Agent or the Lenders or any other Person with respect
thereto;

     

    (ii)           Any
increase, decrease, or change in the amount, nature, type or purpose of any of,
or any release, surrender, exchange, compromise or settlement of any of the
Obligations (whether or not contemplated by the Loan Documents as presently
constituted); any change in the time, manner, method, or place of payment or
performance of, or in any other term of, any of the Obligations; any execution
or delivery of any additional Loan Documents; or any amendment, modification or
supplement to, or refinancing or refunding of, any Loan Document or any of the
Obligations;

     

    (iii)           Any
failure to assert any breach of or default under any Loan Document or any of the
Obligations; any extensions of credit in excess of the amount committed under or
contemplated by the Loan Documents, or in circumstances in which any condition
to such extensions of credit has not been satisfied; any other exercise or
non-exercise, or any other failure, omission, breach, default, delay, or
wrongful action in connection with any exercise or non-exercise, of any right or
remedy against any Borrower or any other Person under or in connection with any
Loan Document or any of the Obligations; any refusal of payment or performance
of any of the Obligations, whether or not with any reservation of rights against
any Borrower; or any application of collections (including but not limited to
collections resulting from realization upon any direct or indirect security for
the Obligations) to other obligations, if any, not entitled to the benefits of
this Agreement, in preference to Obligations entitled to the benefits of this
Agreement, or if any collections are applied to Obligations, any application to
particular Obligations;


    
      
         


      

      
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    (iv)          Any
taking, exchange, amendment, modification, waiver, supplement, termination,
subordination, compromise, release, surrender, loss, or impairment of, or any
failure to protect, perfect, or preserve the value of, or any enforcement of,
realization upon, or exercise of rights, or remedies under or in connection
with, or any failure, omission, breach, default, delay, or wrongful action by
the Administrative Agent or the Lenders, or any of them, or any other Person in
connection with the enforcement of, realization upon, or exercise of rights or
remedies under or in connection with, or, any other action or inaction by the
Administrative Agent or the Lenders, or any of them, or any other Person in
respect of, any direct or indirect security for any of the
Obligations.  As used in this Agreement, "direct or indirect security"
for the Obligations, and similar phrases, includes any collateral security,
guaranty, suretyship, letter of credit, capital maintenance agreement, put
option, subordination agreement, or other right or arrangement of any nature
providing direct or indirect assurance of payment or performance of any of the
Obligations, made by or on behalf of any Person;

     

    (v)           Any
merger, consolidation, liquidation, dissolution, winding-up, charter revocation,
or forfeiture, or other change in, restructuring or termination of the corporate
structure or existence of, any Borrower or any other Person; any bankruptcy,
insolvency, reorganization or similar proceeding with respect to such Borrower
or any other Person; or any action taken or election made by the Administrative
Agent or the Lenders, or any of them (including but not limited to any election
under Section 1111(b)(2) of the United States Bankruptcy Code), any Borrower, or
any other Person in connection with any such proceeding;

     

    (vi)           Any
defense, setoff, or counterclaim which may at any time be available to or be
asserted by any Borrower or any other person with respect to any Loan Document
or any of the Obligations; or any discharge by operation of law or release of
any Borrower or any other Person from the performance or observance of any Loan
Document or any of the Obligations; or

     

    (vii)           Any
other event or circumstance, whether similar or dissimilar to the foregoing, and
whether known or unknown, which might otherwise constitute a defense available
to, or limit the liability of, any Borrower, a guarantor or a surety, excepting
only full, strict, and indefeasible payment and performance of the
Obligations.

     

    11.10   Joinder. 
Each
Borrower acknowledges, consents, and agrees that new Borrowers or Guarantors may
join in this Agreement pursuant to Section 8.2.9 [Subsidiaries,
Partnerships and Joint Ventures] and each Borrower affirms that its obligations
shall continue hereunder undiminished.

     

    11.11   Waivers,
etc.  Each
of the Borrowers hereby waives any defense to or limitation on its obligations
under this Agreement arising out of or based on any event or circumstance
referred to in Section 11.9 [Obligations Absolute] hereof.  Without
limitation and to the fullest extent permitted by applicable law, each Borrower
waives each of the following:

     

    (i)           All
notices, disclosures and demand of any nature which otherwise might be required
from time to time to preserve intact any rights against any Borrower, including
the following:  any notice of any event or circumstance described in
Section 11.9 [Obligations Absolute] hereof; any notice required by any law,
regulation or order now or hereafter in effect in any jurisdiction; any notice
of nonpayment, nonperformance, dishonor, or protest under any Loan Document or
any of the Obligations; any notice of the incurrence of any Obligation; any
notice of any default or any failure on the part of any Borrower or any other
Person to comply with any Loan Document or any of the Obligations or any direct
or indirect security for any of the Obligations; and any notice of any
information pertaining to the business, operations, condition (financial or
otherwise) or prospects of any Borrower or any other Person;


    
      
         


      

      
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     (ii)           Any
right to any marshalling of assets, to the filing of any claim against any
Borrower or any other Person in the event of any bankruptcy, insolvency,
reorganization or similar proceeding, or to the exercise against any Borrower or
any other Person of any other right or remedy under or in connection with any
Loan Document or any of the Obligations or any direct or indirect security for
any of the Obligations; any requirement of promptness or diligence on the part
of the Administrative Agent or the Lenders, or any of them, or any other Person;
any requirement to exhaust any remedies under or in connection with, or to
mitigate the damages resulting from default under, any Loan Document or any of
the Obligations or any direct or indirect security for any of the Obligations;
any benefit of any statute of limitations; and any requirement of acceptance of
this Agreement or any other Loan Document, and any requirement that any Borrower
receive notice of any such acceptance;

     

    (iii)           Any
defense or other right arising by reason of any law now or hereafter in effect
in any jurisdiction pertaining to election of remedies (including but not
limited to anti-deficiency laws, "one action" laws or the like), or by reason of
any election of remedies or other action or inaction by the Administrative Agent
or the Lenders, or any of them (including but not limited to commencement or
completion of any judicial proceeding or nonjudicial sale or other action in
respect of collateral security for any of the Obligations), which results in
denial or impairment of the right of the Administrative Agent or the Lenders, or
any of them, to seek a deficiency against any Borrower or any other Person or
which otherwise discharges or impairs any of the Obligations; and

     

    (iv)           Any
and all defenses it may now or hereafter have based on principles of suretyship,
impairment of Collateral or the like.

     

    11.12     Joint and Several Liability;
Guaranty and Surety Matters.  Each
of the Borrowers shall be jointly and severally liable with respect to the Loans
and all other Indebtedness of Borrowers (or any one or more of them) to the
Lenders arising out of the Loan Documents.  Each Borrower guarantees
and becomes surety for the full and timely payment, whether by declaration,
acceleration or otherwise, by the other Borrower of each and every obligation
and liability (both those now in existence and those that shall hereafter arise,
including without limitation all costs and expenses of enforcement and
collection including reasonable attorneys' fees) of such other Borrower to
Lenders.  Further each Borrower agrees that the Administrative Agent
may from time to time or as many times as the Administrative Agent, in its sole
discretion, deems appropriate, do any of the following without adversely
affecting the validity or enforceability of this Agreement or any of the Loan
Documents (i) release, surrender, exchange, compromise or settle Indebtedness of
any of the Borrowers to the Lenders; (ii) change, renew or waive the terms of
any note, instrument or agreement relating to Indebtedness of any of the
Borrowers or Lenders, such rights to include the right to change the rate of
interest charged to such Borrower; (iii) enter into any agreement of forbearance
with respect to Indebtedness of any of the Borrowers to Lenders; (iv) release,
surrender, exchange or compromise any security hold by Administrative Agent for
Indebtedness of any of the Borrowers or Lenders; (v) release any person who is a
guarantor or surety or has agreed to purchase Indebtedness of any of the
Borrowers to Lenders; and (vi) release, surrender, exchange or compromise any
security or lien held by the Administrative Agent for the liabilities of any
person who is a guarantor or surety for the Indebtedness of any of the Borrowers
to Lenders.  Each of the Borrowers agree that the Administrative Agent
may do any of the above as the Administrative Agent deems necessary or
advisable, at the Administrative Agent's sole discretion, and that each of the
Borrowers agree to make full payment immediately when due to be paid to the
Lenders, irrespective of whether any one or more of the following events have
occurred:  (i) Administrative Agent has made any demand on the other
Borrower; (ii) Administrative Agent has taken any action of any nature against
any other Borrower; (iii) Administrative Agent has pursued any rights which
Administrative Agent has against nay other person who may be liable for
Indebtedness of such Borrower to Lenders; (iv) Administrative Agent holds or has
resorted to any security for Indebtedness of such Borrower to Lenders; or (v)
Administrative Agent has invoked any other remedies or rights Administrative
Agent has available with respect to Indebtedness of such Borrower to
Lenders.  Each of the Lenders and the Administrative Agent hereby
reserve all rights against each Borrower.

     

    
      
         


      

      
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    11.13     Confidentiality.

     

    11.13.1   General.  Each
of the Administrative Agent, the Lenders and the Issuing Lender agrees to
maintain the confidentiality of the Information, except that Information may be
disclosed (i) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors 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), (ii) 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), (iii) to the extent required by applicable Laws
or regulations or by any subpoena or similar legal process, (iv) to any
other party hereto, (v) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this Section, to (A) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (B) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the any Borrower and its obligations, (vii) with the consent of the
Borrowers or (viii) to the extent such Information (Y) becomes
publicly available other than as a result of a breach of this Section or
(Z) 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 or the other Loan Parties.  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.

     

    11.13.2   Sharing Information With
Affiliates of the Lenders.  Each
Loan Party acknowledges that from time to time financial advisory, investment
banking and other services may be offered or provided to any Borrower or one or
more of its Affiliates (in connection with this Agreement or otherwise) by any
Lender or by one or more Subsidiaries or Affiliates of such Lender and each of
the Loan Parties hereby authorizes each Lender to share any information
delivered to such Lender by such Loan Party and its Subsidiaries pursuant to
this Agreement to any such Subsidiary or Affiliate subject to the provisions of
Section 11.13.1 [General].

     

    
      
         


      

      
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    11.14     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 Loan 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 including any prior confidentiality agreements and
commitments.  Except as provided in Section 7 [Conditions Of Lending And Issuance Of Letters Of
Credit], this Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto.  Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or e-mail shall be effective
as delivery of a manually executed counterpart of this Agreement.

     

    11.15     CHOICE OF LAW; SUBMISSION TO
JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL; WAIVER
OF BOND; ADVICE OF COUNSEL.

     

    11.15.1   Governing
Law.  This
Agreement shall be deemed to be a contract under the Laws of the State of
Indiana without regard to its conflict of laws principles.  Each
standby Letter of Credit issued under this Agreement shall be subject either to
the rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce (the "ICC") at the time of issuance
("UCP") or the rules of
the International Standby Practices (ICC Publication Number 590) ("ISP98"), as determined by the
Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in
each case to the extent not inconsistent therewith, the Laws of the State of
Indiana without regard to is conflict of laws principles.

     

    11.15.2   SUBMISSION TO
JURISDICTION.  EACH
BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF INDIANA SITTING IN MARION COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF INDIANA, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN 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 INDIANA 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 LOAN 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 LOAN DOCUMENT AGAINST EACH
BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.

     

    
      
         


      

      
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    11.15.3  
WAIVER OF
VENUE.  EACH
BORROWER AND EACH OTHER LOAN 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 LOAN DOCUMENT IN ANY COURT REFERRED
TO IN THIS SECTION 11.15.  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 AND AGREES NOT ASSERT ANY SUCH DEFENSE.

     

    11.15.4  
SERVICE OF
PROCESS.  EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION11.5.1 [NOTICES GENERALLY].  NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

     

    11.15.5  
WAIVER 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
LOAN 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, ADMINISTRATIVE 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 LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    11.15.6  
WAIVER OF
BOND.  EACH
OF THE LOAN PARTIES WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF ANY
PARTY HERETO IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO REALIZE ON
THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS OR TO ENFORCE ANY
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PARTY, OR TO ENFORCE BY
SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT
INJUNCTION, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

     

    
      
         


      

      
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    11.15.7   ADVICE OF
COUNSEL.  EACH
OF THE PARTIES REPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS
AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF THIS SECTION 11.15, WITH ITS
COUNSEL.

     

    11.16     Borrower
Representative.  Each
Loan Party hereby appoints the Borrower Representative as its agent to act as
specified herein and authorizes the Borrower Representative to take such action
and perform such duties on such Loan Parties' behalf as are specified in this
Agreement and the other Loan Documents to be taken or performed by the Borrower
Representative, and to exercise such powers, take such actions and perform such
duties as are reasonably incidental thereto.

     

    11.17     Subordination of
Intercompany Indebtedness.  Each
of the Loan Parties, jointly and severally, agrees that any and all claims of
any of them against the other or against any endorser, obligor or any other
guarantor of all or any part of the Obligations, or against any of its
properties shall be subordinate and subject in right of payment to the prior
payment, in full and in cash, of all Obligations.  Notwithstanding any
right of any Loan Party to ask, demand, sue for, take or receive any payment
from any other, all rights, liens and security interests of any Loan Party,
whether now or hereafter arising and howsoever existing, in any assets of any
other Loan Party shall be and are subordinated to the rights of the Lenders, or
other holders of Obligations and the Administrative Agent in those
assets.  No Loan Party shall have any right to possession of any such
asset or to foreclose upon any such asset, whether by judicial action or
otherwise, unless and until all of the Obligations (other than contingent
indemnity obligations) shall have been fully paid and satisfied and all
financing arrangements among the Loan Parties and the Lenders and other holders
of Obligations have been terminated.  If all or any part of the assets
of any Loan Party, or the proceeds thereof, are subject to any distribution,
division or application to the creditors of such Loan Party, whether partial or
complete, voluntary or involuntary, and whether by reason of liquidation,
bankruptcy, arrangement, receivership, assignment for the benefit of creditors
or any other action or proceeding, or if the business of any Loan Party is
dissolved or if substantially all of the assets of any Loan Party are sold,
then, and in any such event, any payment or distribution of any kind or
character, either in cash, securities or other property, which shall be payable
or deliverable upon or with respect to any indebtedness of any such Loan Party
to any other Loan Party ("Intercompany Indebtedness")
shall be paid or delivered directly to the Administrative Agent for application
on any of the Obligations, due or to become due, until such Obligations (other
than contingent indemnity obligations) shall have first been fully paid and
satisfied.  Each Loan Party irrevocably authorizes and empowers the
Administrative Agent to demand, sue for, collect and receive every such payment
or distribution and give acquittance therefor and to make and present for and on
behalf of the applicable Loan Party such proofs of claim and take such other
action, in the Administrative Agent's own name or in the name of the applicable
Loan Party or otherwise, as the Administrative Agent may deem necessary or
advisable for the enforcement of this Section.  The Administrative
Agent may vote such proofs of claim in any such proceeding, receive and collect
any and all dividends or other payments or disbursements made thereon in
whatever form the same may be paid or issued and apply the same on account of
any of the Obligations.  Should any payment, distribution, security or
instrument or proceeds thereof be received by any Loan Party upon or with
respect to the Intercompany Indebtedness on or after the acceleration of the
Obligations but prior to the satisfaction of all of the Obligations (other than
contingent indemnity obligations) and the termination of all financing
arrangements among the Loan Party and the Lenders and other holders of
Obligations, the applicable Loan Party shall receive and hold the same in trust,
as trustee, for the benefit of the Lenders and other holders of Obligations and
shall forthwith deliver the same to the Administrative Agent, for the benefit of
the Lenders and other holders of Obligations, in precisely the form received
(except for the endorsement or assignment of the Loan Parties where necessary),
for application to any of the Obligations, due or not due, and, until so
delivered, the same shall be held in trust by the Loan Parties, as applicable,
as the property of the Lenders and other holders of Obligations.  If
any Loan Party fails to make any such endorsement or assignment to the
Administrative Agent, the Administrative Agent or any of its officers or
employees are irrevocably authorized to make the same.  The Loan
Parties agree that until the Obligations (other than the contingent indemnity
obligations) have been paid in full (in cash) and satisfied and all financing
arrangements among the Loan Parties and the Lenders and other holders
of  Obligations have been terminated, the Loan Parties will not assign
or transfer to any Person (other than the Administrative Agent or another Loan
Party) any claim such Loan Party has or may have against any other Loan
Party.

     

    
      
         


      

      
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    11.18     USA Patriot Act
Notice.  Each
Lender that is subject to the USA Patriot Act and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies Loan Parties that
pursuant to the requirements of the USA Patriot Act, it is required to obtain,
verify and record information that identifies the Loan Parties, which
information includes the name and address of Loan Parties and other information
that will allow such Lender or Administrative Agent, as applicable, to identify
the Loan Parties in accordance with the USA Patriot Act.

     

    [SIGNATURE
PAGES FOLLOW]

     

    
      
         


      

      
        - 88
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    [SIGNATURE
PAGE TO CREDIT AGREEMENT]

     

    IN
WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.

     

    
      
        
          
            
              
                
                  
                    	
                            BORROWERS:

                          
	 
	
                            THE
      FINISH LINE, INC.

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      Gary D. Cohen

                          
	
                            Name:
      Gary D. Cohen

                          
	
                            Title:
      Chief Administrative Officer and Secretary

                          
	 
      	 
      
	
                            THE
      FINISH LINE USA, INC.

                          
	 
      	 
      
	
                            By: 

                          	
                                  
                              /s/
      Gary D. Cohen   

                            

                          
	
                            Name:
      Gary D. Cohen

                          
	
                            Title:
      Chief Administrative Officer and Secretary

                          
	 
      	 
      
	
                            THE
      FINISH LINE DISTRIBUTION, INC.

                          
	 
      	 
      
	
                            By:

                          	
                                  
                              /s/
      Gary D. Cohen

                            

                          
	
                            Name:
      Gary D. Cohen

                            Title:
      Chief Administrative Officer and Secretary

                          
	 
      	 
      
	
                            FINISH
      LINE TRANSPORTATION CO., INC.

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      Gary D. Cohen

                          
	
                            Name:
      Gary D. Cohen

                            Title:
      Chief Administrative Officer and Secretary

                          
	 
      	 
      
	
                            SPIKE'S
      HOLDING, LLC

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      Beau J. Swenson

                          
	
                            Name:
      Beau J. Swenson

                            Title:
      Vice President and Corporate
Controller

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

     [SIGNATURE
PAGE TO CREDIT AGREEMENT]

     

    
      
        	
                GUARANTORS:

              
	 
      
	
                THE
      FINISH LINE MA, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Gary D. Cohen

              
	
                Name:
      Gary D. Cohen

                Title:
      Chief Administrative Officer and Secretary

              
	 
      	 
      
	
                PAIVA,
      LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Gary D. Cohen

              
	
                Name:
      Gary D. Cohen

                Title:
      Chief Administrative Officer and
Secretary

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE TO CREDIT AGREEMENT]

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  PNC BANK, NATIONAL
      ASSOCIATION,

                                  individually
      and as Administrative Agent

                                
	 
      	 
      
	
                                  By:

                                	
                                  /s/ Christopher A.
Susott

                                
	
                                  Name:

                                	
                                  Christopher
      A. Susott

                                
	
                                  Title:

                                	
                                  Vice
      President

                                
	 
      	 
      
	
                                  BANK OF AMERICA, N.A.,
      individually and as

                                  Syndication
      Agent

                                
	 
      	 
      
	
                                  By:

                                	
                                  /s/
      Bijon Jalaie

                                
	
                                  Name:

                                	
                                  Bijon
      Jalaie

                                
	
                                  Title:

                                	      
                                  Vice
      President

                                
	 
      	 
      
	
                                  JP
      MORGAN CHASE BANK, N.A.

                                
	 
      	 
      
	
                                  By:

                                	
                                  /s/
      Gregory T. Martin

                                
	
                                  Name: 

                                	
                                  Gregory
      T. Martin  

                                
	
                                  Title:

                                	      
                                  Vice
      President

                                
	 
      	 
      
	
                                  FIFTH
      THIRD BANK

                                
	 
      	 
      
	
                                  By:

                                	
                                  /s/
      David O’
      Neal

                                
	
                                  Name:

                                	
                                  David
      O’
      Neal  

                                
	
                                  Title:

                                	      
                                  Vice
      President

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE 1.1(A)

     

    PRICING
GRID—

    VARIABLE
PRICING AND FEES BASED ON LEVERAGE RATIO

    (PRICING
EXPRESSED IN BASIS POINTS)

     

    
      
        
          
            
              
                	
                        Level

                      	 	
                        Leverage Ratio

                      	 	
                        Facility

                        Fee

                      	 	 	
                        Letter of 

                        Credit Fee

                      	 	 	
                        Revolving Credit

                        Base Rate Spread

                      	 	 	
                        Revolving Credit

                        LIBOR Rate Spread

                      	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                        I

                      	 	
                        Less
      than or equal to 2.0 to 1.0

                      	 	 	
                        25

                      	 	 	 	
                        100

                      	 	 	 	
                        50

                      	 	 	 	
                        150

                      	 
	 
      	 	 
      	 	 	
                         

                      	 	 	 	 	 	 	 	
                         

                      	 	 	 	 	 
	
                        II

                      	 	
                        Greater
      than 2.0 to 1.0 but less than or equal to 3.0 to 1.0

                      	 	 	
                        25

                      	 	 	 	
                        125

                      	 	 	 	
                        75

                      	 	 	 	
                        175

                      	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        III

                      	 	
                        Greater
      than 3.0 to 1.0

                      	 	 	
                        25

                      	 	 	 	
                        150

                      	 	 	 	
                        100

                      	 	 	 	
                        200

                      	 


              

            

          

        

      

    

    


    For
purposes of determining the Applicable Margin, the Applicable Facility Fee Rate
and the Applicable Letter of Credit Fee Rate:

     

    (a)           The
Applicable Margin, the Applicable Facility Fee Rate and the Applicable Letter of
Credit Fee Rate shall be determined on the Closing Date based on the Leverage
Ratio computed on such date pursuant to a Compliance Certificate to be delivered
on the Closing Date.

     

    (b)           The
Applicable Margin, the Applicable Facility Fee Rate and the Applicable Letter of
Credit Fee Rate shall be recomputed as of the end of each fiscal quarter ending
after the Closing Date based on the Leverage Ratio as of such quarter
end.  Any increase or decrease in the Applicable Margin, the
Applicable Facility Fee Rate or the Applicable Letter of Credit Fee Rate
computed as of a quarter end shall be effective on the date on which the
Compliance Certificate evidencing such computation is due to be delivered under
Section 8.3.3 [Certificate of Borrowers].

     

    (c)           If,
as a result of any restatement of or other adjustment to the financial
statements of the Borrowers or for any other reason, the Borrowers or the
Lenders determine that (i) the Leverage Ratio as calculated by the Borrowers as
of any applicable date was inaccurate and (ii) a proper calculation of the
Leverage Ratio would have resulted in higher pricing for such period, the
Borrowers shall immediately and retroactively be obligated to pay to the
Administrative Agent for the account of the applicable Lenders, promptly on
demand by the Administrative Agent (or, after the occurrence of an actual or
deemed entry of an order for relief with respect to the Borrowers under the
Bankruptcy Code of the United States, automatically and without further action
by the Administrative Agent, any Lender or the Issuing Lender), an amount equal
to the excess of the amount of interest and fees that should have been paid for
such period over the amount of interest and fees actually paid for such
period.  This paragraph shall not limit the rights of the
Administrative Agent, any Lender or the Issuing Lender, as the case may be,
under Section 2.9 [Letter of Credit Subfacility] or 4.3 [Interest After Default]
or 9 [Default].  The Borrowers' obligations under this paragraph shall
survive the termination of the Commitments and the repayment of all other
Obligations hereunder.