Exhibit 10.7 



$305,000,000 



CREDIT AGREEMENT 



among 



HANGER ORTHOPEDIC
GROUP, INC., 
as Borrower, 



The Several Lenders
from
 Time to Time Parties Hereto, 



LEHMAN BROTHERS INC.
and CITIGROUP GLOBAL MARKETS INC., 
as Joint Lead
Arrangers and Joint Book-Runners, 



CITICORP NORTH
AMERICA, INC., 
as Administrative Agent 



LEHMAN COMMERCIAL
PAPER INC., 
as Syndication Agent 



GENERAL ELECTRIC
CAPITAL CORPORATION, 
as Co-Documentation
Agent 



and 



LASALLE BANK, N.A., 
as Co-Documentation Agent 









Dated as of May 26, 2006 










TABLE OF CONTENTS 







			Page
	SECTION 1.	DEFINITIONS	  1
	      1.1	Defined Terms	  1
	      1.2	Other Definitional Provisions	26
	      1.3	Accounting Changes	26
	SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	27
	      2.1	Tranche B Term Loan Commitments	27
	      2.2	Procedure for Tranche B Term Loan Borrowing	27
	      2.3	Repayment of Tranche B Term Loans	27
	      2.4	Revolving Credit Commitments	28
	      2.5	Procedure for Revolving Credit Borrowing	29
	      2.6	Swing Line Commitment	29
	      2.7	Procedure for Swing Line Borrowing; Refunding of Swing Line Loans	30
	      2.8	Repayment of Loans; Evidence of Debt	31
	      2.9	Commitment Fees, etc	32
	      2.10	Termination or Reduction of Revolving Credit Commitments	32
	      2.11	Optional Prepayments	33
	      2.12	Mandatory Prepayments	33
	      2.13	Conversion and Continuation Options	34
	      2.14	Minimum Amounts and Maximum Number of Eurodollar Tranches	35
	      2.15	Interest Rates and Payment Dates	35
	      2.16	Computation of Interest and Fees	36
	      2.17	Inability to Determine Interest Rate	36
	      2.18	Pro Rata Treatment and Payments	37
	      2.19	Requirements of Law	39
	      2.20	Taxes	40
	      2.21	Indemnity	42
	      2.22	Illegality	42
	      2.23	Change of Lending Office	43




i 












TABLE OF CONTENTS
(continued) 







			Page
	 	 	 
	      2.24	Replacement of Lenders under Certain Circumstances	43
	SECTION 3.	LETTERS OF CREDIT	43
	      3.1	L/C Commitment	44
	      3.2	Procedure for Issuance of Letter of Credit	44
	      3.3	Fees and Other Charges	44
	      3.4	L/C Participations	45
	      3.5	Reimbursement Obligation of the Borrower	46
	      3.6	Obligations Absolute	46
	      3.7	Letter of Credit Payments	47
	      3.8	Applications	47
	SECTION 4.	REPRESENTATIONS AND WARRANTIES	47
	      4.1	Financial Condition	47
	      4.2	No Change	48
	      4.3	Corporate Existence; Compliance with Law	48
	      4.4	Corporate Power; Authorization; Enforceable Obligations	49
	      4.5	No Legal Bar	49
	      4.6	No Material Litigation	49
	      4.7	No Default	49
	      4.8	Ownership of Property; Liens	49
	      4.9	Intellectual Property	50
	      4.10	Taxes	50
	      4.11	Federal Regulations	50
	      4.12	Labor Matters	50
	      4.13	ERISA	50
	      4.14	Investment Company Act; Public Utility Holding Company Act; Other Regulations	51
	      4.15	Subsidiaries	51
	      4.16	Use of Proceeds	51
	      4.17	Environmental Matters	52
	      4.18	Accuracy of Information, etc	53




ii 













TABLE OF CONTENTS
(continued) 







			Page
	 	 	 
	      4.19	Security Documents	53
	      4.20	Solvency	54
	      4.21	Licenses; Permits; Approvals; Franchises	54
	      4.22	Patriot Act	54
	SECTION 5.	CONDITIONS PRECEDENT	55
	      5.1	Conditions to Initial Extension of Credit	55
	      5.2	Conditions to Each Extension of Credit	59
	SECTION 6.	AFFIRMATIVE COVENANTS	59
	      6.1	Repurchase of Existing Notes; Redemption of Preferred Stock	59
	      6.2	Financial Statements	59
	      6.3	Certificates; Other Information	60
	      6.4	Payment of Obligations	62
	      6.5	Conduct of Business and Maintenance of Existence, etc	62
	      6.6	Maintenance of Property; Insurance	62
	      6.7	Inspection of Property; Books and Records; Discussions	62
	      6.8	Notices	62
	      6.9	Environmental Laws	63
	      6.10	Additional Collateral, etc	64
	      6.11	Further Assurances	65
	      6.12	Post-Closing Covenants	66
	SECTION 7.	NEGATIVE COVENANTS	66
	      7.1	Financial Condition Covenants	66
	      7.2	Limitation on Indebtedness	68
	      7.3	Limitation on Liens	69
	      7.4	Limitation on Fundamental Changes	71
	      7.5	Limitation on Disposition of Property	71
	      7.6	Limitation on Restricted Payments	72
	      7.7	Limitation on Capital Expenditures	73
	      7.8	Limitation on Investments	73




iii 











TABLE OF CONTENTS
(continued) 







			Page
	 	 	 
	      7.9	Limitation on Optional Payments and Modifications of Debt Instruments, etc	75
	      7.10	Limitation on Transactions with Affiliates	76
	      7.11	Limitation on Sales and Leasebacks	76
	      7.12	Limitation on Changes in Fiscal Periods	76
	      7.13	Limitation on Negative Pledge Clauses	76
	      7.14	Limitation on Restrictions on Subsidiary Distributions	76
	      7.15	Limitation on Lines of Business	77
	      7.16	Limitation on Hedge Agreements	77
	SECTION 8.	EVENTS OF DEFAULT	77
	SECTION 9.	THE ADMINISTRATIVE AGENT; THE AGENTS	80
	      9.1	Authorization and Action	80
	      9.2	Administrative Agent's Reliance, Etc	81
	      9.3	Posting of Approved Electronic Communications	82
	      9.4	The Administrative Agent Individually	83
	      9.5	Lender Credit Decision	83
	      9.6	Indemnification	84
	      9.7	Successor Administrative Agent	84
	      9.8	Concerning the Collateral and the Security Documents	85
	SECTION 10.	MISCELLANEOUS	86
	      10.1	Amendments and Waivers	86
	      10.2	Notices	89
	      10.3	No Waiver; Cumulative Remedies	90
	      10.4	Survival of Representations and Warranties	90
	      10.5	Payment of Expenses	91
	      10.6	Successors and Assigns; Participations and Assignments	92
	      10.7	Adjustments; Set-off	95
	      10.8	Counterparts	96
	      10.9	Severability	96
	      10.10	Integration	96




iv 













TABLE OF CONTENTS
(continued) 







			Page
	 	 	 
	      10.11	GOVERNING LAW	97
	      10.12	Submission To Jurisdiction; Waivers	97
	      10.13	Acknowledgments	97
	      10.14	Confidentiality	98
	      10.15	Delivery of Lender Addenda	98
	      10.16	WAIVERS OF JURY TRIAL	98



















v  











ANNEXES: 



	A	Pricing Grid
	B	Existing Letters of Credit






SCHEDULES: 



	1.1(a)	Existing Earn-Out Obligations
	1.1(b)	Existing Seller Notes
	4.4	Consents, Authorizations, Filings and Notices
	4.15(a)	Subsidiaries
	4.15(b)	Agreements Relating to Capital Stock
	4.19(a)-1	UCC Filing Jurisdictions
	4.19(a)-2	UCC Financing Statements to Remain on File
	4.19(a)-3	UCC Financing Statements to be Terminated
	6.12	Post-Closing Covenants
	7.2(d)	Existing Indebtedness
	7.3(f)	Existing Liens
	7.8(i)	Existing Investments






EXHIBITS: 



	A	Form of Guarantee and Collateral Agreement
	B	Form of Compliance Certificate
	C	Form of Closing Certificate
	D	Form of Assignment and Acceptance
	E	Form of Legal Opinion of Foley & Lardner LLP
	F-1	Form of Term Note
	F-2	Form of Revolving Credit Note
	F-3	Form of Swing Line Note
	G	Form of Exemption Certificate
	H	Form of Lender Addendum
	I	Form of Borrowing Notice















        CREDIT
AGREEMENT, dated as of May 26, 2006, among HANGER ORTHOPEDIC GROUP, Inc., a Delaware
corporation (the “Borrower”), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
“Lenders”), LEHMAN BROTHERS INC., as joint lead arranger and joint
bookrunner, CITIGROUP GLOBAL MARKETS INC., as joint lead arranger and joint bookrunner,
CITICORP NORTH AMERICA, INC., (“Citicorp”) as administrative agent (in
such capacity, the “Administrative Agent”), LEHMAN COMMERCIAL PAPER INC.
(“LCPI”), as syndication agent (in such capacity, the
“Syndication Agent”), GENERAL ELECTRIC CAPITAL CORPORATION
(“GECC”), as co–documentation agent, and LASALLE BANK, N.A.
(“LaSalle”), as co-documentation agent (LaSalle in its capacity as
co-documentation agent together with GECC in its capacity as co-documentation agent,
collectively, the “Documentation Agents”). 



W I T N E S S E T H:  



        WHEREAS,
the Borrower has requested that the Lenders and the Issuing Lenders make available for the
purposes specified in this agreement, certain term loan, revolving credit and letter of
credit facilities; 



        WHEREAS,
the Lenders and the Issuing Lenders are willing to make such credit facilities available
upon and subject to the terms and conditions hereinafter set forth; 



        NOW,
THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the
parties hereto hereby agree as follows: 



SECTION 1.
                                              DEFINITIONS 



    1.1        Defined
Terms.  As used in this Agreement, the terms listed in this Section 1.1 shall have the
respective meanings set forth in this Section 1.1. 



        “Adjustment
Date”:  as defined in the Pricing Grid. 




        “Administrative
Agent”:  as defined in the preamble hereto. 




        “Affiliate”:
as to any Person, any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For purposes of this
definition, “control” of a Person means the power, directly or indirectly,
either to (a) vote 10% or more of the securities having ordinary voting power for the
election of directors (or persons performing similar functions) of such Person or (b)
direct or cause the direction of the management and policies of such Person, whether by
contract or otherwise. 



        “Agents”:
the collective reference to the Syndication Agent, the Documentation Agents and the
Administrative Agent. 



        “Aggregate
Exposure”: with respect to any Lender at any time, an amount equal to (a) until
the Closing Date, the aggregate amount of such Lender’s Commitments at such time and
(b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such
Lender’s Tranche B Term Loans and (ii) the amount of such Lender’s Revolving
Credit Commitment then in effect or, if the Revolving Credit Commitments have been
terminated, the amount of such Lender’s Revolving Extensions of Credit then
outstanding. 












        “Aggregate
Exposure Percentage”: with respect to any Lender at any time, the ratio
(expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the
sum of the Aggregate Exposures of all Lenders at such time. 



        “Agreement”:
 this Credit Agreement, as amended, supplemented, replaced or otherwise modified from
time to time. 




        “Annualized”:
for purposes of calculating Consolidated Interest Expense of the Borrower and its
Subsidiaries in connection with determining the Consolidated Interest Coverage Ratio, (a)
with respect to any Consolidated Interest Expense of the Borrower and its Subsidiaries
attributable to one fiscal quarter, such amount multiplied by four, (b) with respect to
any amount of Consolidated Interest Expense of the Borrower and its Subsidiaries
attributable to two fiscal quarters, such amount multiplied by two, and (c) with respect
to any amount of Consolidated Interest Expense of the Borrower and its Subsidiaries
attributable to three fiscal quarters, such amount divided by 0.75. 



        “Applicable
Margin”: for each Type of Loan under each Facility, the rate per annum set forth
opposite such Facility under the relevant column heading below: 





		Base Rate

Loans
	Eurodollar

Loans

	Revolving Credit Facilities	1.75%	2.75%
	(including Swing Line Loans)
	Tranche B Term Loan Facility	1.50%	2.50%






provided, that on and after
the first Adjustment Date occurring after the completion of the first full fiscal quarter
of the Borrower after the Closing Date, (a) the Applicable Margins with respect to
Revolving Credit Loans and Swing Line Loans will be determined pursuant to the Pricing
Grid and (b) if the Borrower shall have a corporate credit rating of “B2” or
better from Moody’s and “B” or better from S&P, in each case with
stable outlook, and (y) Consolidated Leverage Ratio as of the most recent Adjustment Date
shall be less than 5.0 to 1.0, the Applicable Margin with respect to (i) Tranche B Term
Loans maintained as Base Rate Loans shall be equal to 1.25% per annum and (ii) Tranche B
Term Loans maintained as Eurodollar Loans shall be equal to 2.25% per annum. 




        “Application”:
an application, in such form as the relevant Issuing Lender may specify from time to time,
requesting such Issuing Lender to issue a Letter of Credit. 



        “Approved
Electronic Platform”:  as defined in Section 9.3(a). 




2 










        “Ares”:
Ares Management LLC or any of its Affiliates, any investment fund solely managed by any
such Persons or any Affiliate of any such investment fund. 



        “Arrangers”:
 each of Lehman Brothers Inc. and Citigroup Global Market Inc., each in its capacity as
joint lead arranger. 




        “Asset
Sale”: any Disposition of Property or series of related Dispositions of Property
(excluding any such Disposition permitted by clause (a), (b), (c), (d) or (e) of Section
7.5) which yields gross proceeds the Borrower or any of its Subsidiaries (valued at the
initial principal amount thereof in the case of non-cash proceeds consisting of notes or
other debt securities and valued at fair market value in the case of other non-cash
proceeds) in excess of $1,000,000. 



      “Assignee”:
as defined in Section 10.6(c).



        “Assignment
and Acceptance”:  as defined in Section 10.6(c). 




      “Assignor”: as
defined in Section 10.6(c).



        “Available
Revolving Credit Commitment”: with respect to any Revolving Credit Lender at any
time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit
Commitment then in effect over (b) such Lender’s Revolving Extensions of
Credit then outstanding; provided, that in calculating any Lender’s Revolving
Extensions of Credit for the purpose of determining such Lender’s Available Revolving
Credit Commitment pursuant to Section 2.9(a), the aggregate principal amount of Swing Line
Loans then outstanding shall be deemed to be zero. 



        “Base
Rate”: for any day, a rate per annum (rounded upwards, if necessary, to the next
1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. For purposes
hereof: “Prime Rate” shall mean the prime lending rate as set forth on
the British Banking Association Telerate Page 5 (or such other comparable page as may, in
the opinion of the Administrative Agent, replace such page for the purpose of displaying
such rate), as in effect from time to time. Any change in the Base Rate due to a change in
the Prime Rate actually available or the Federal Funds Effective Rate shall be effective
as of the opening of business on the effective day of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively. The Prime Rate is a reference rate and does
not necessarily represent the lowest or best rate actually available. 



        “Base
Rate Loans”: Loans for which the applicable rate of interest is based upon the
Base Rate. 



      “Benefitted
Lender”: as defined in Section 10.7.



        “Board”:
 the Board of Governors of the Federal Reserve System of the United States (or any
successor). 




        “Borrower”:
 as defined in the preamble hereto. 





3 









        “Borrowing
Date”: any Business Day specified by the Borrower in a Borrowing Notice as a date
on which the Borrower requests the relevant Lenders to make Loans hereunder. 



        “Borrowing
Notice”: with respect to any request for borrowing of Loans hereunder, a notice
from the Borrower, substantially in the form of, and containing the information prescribed
by, Exhibit I, delivered to the Administrative Agent. 



        “Business
Day”: (a) for all purposes other than as covered by clause (b) below, a day other
than a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to close and (b) with respect to all notices and
determinations in connection with, and payments of principal and interest on, Eurodollar
Loans, any day which is a Business Day described in clause (a) and which is also a day for
trading by and between banks in Dollar deposits in the interbank eurodollar market. 



        “Capital
Expenditures”: for any period, with respect to any Person, the aggregate of all
expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant
to a capital lease) of fixed or capital assets or additions to equipment (including
replacements, capitalized repairs and improvements during such period) which are required
to be capitalized under GAAP on a consolidated balance sheet of such Person and its
Subsidiaries. 



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



        “Capital
Stock”: any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants, rights or
options to purchase any of the foregoing. 



        “Cash
Equivalents”: (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or issued by any agency thereof and backed by
the full faith and credit of the United States, in each case maturing within one year from
the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits having maturities of six months or less from the date
of acquisition issued by any Lender or by any commercial bank organized under the laws of
the United States of America or any state thereof having combined capital and surplus of
not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by
S&P or P 2 by Moody’s, or carrying an equivalent rating by a nationally
recognized rating agency, if both of the two named rating agencies cease publishing
ratings of commercial paper issuers generally, and maturing within six months from the
date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank
satisfying the requirements of clause (b) of this definition, having a term of not more
than 30 days with respect to securities issued or fully guaranteed or insured by the
United States government; (e) securities with maturities of one year or less from the date
of acquisition issued or fully guaranteed by any state, commonwealth or territory of the
United States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or foreign government (as
the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with
maturities of six months or less from the date of acquisition backed by standby letters of
credit issued by any Lender or any commercial bank satisfying the requirements of clause
(b) of this definition; and (g) shares of money market mutual or similar funds which
invest exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition. 




4 









        “Change
of Control”: the occurrence of any of the following: (a) any person or group of
persons (within the meaning of the Securities Exchange Act of 1934, as amended) other than
the Permitted Holder shall have acquired beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended) of 35% or more of the issued and outstanding Voting Stock of the Borrower, (b)
during any period of twelve consecutive calendar months, individuals who, at the beginning
of such period, constituted the board of directors of the Borrower (together with any new
directors whose election by the board of directors of the Borrower or whose nomination for
election by the stockholders of the Borrower was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of such
period or whose elections or nomination for election was previously so approved) cease for
any reason other than death or disability to constitute a majority of the directors then
in office or (c) a Specified Change of Control; provided that it shall not
constitute a Change of Control under clause (a) above solely because Ares ceases to be a
Permitted Holder at a time when it owns 35% or more of the issued and outstanding Voting
Stock of the Borrower, unless Ares thereafter acquires beneficial ownership or voting
control of additional Capital Stock of the Borrower. 



        “Citicorp”:
 as defined in the preamble hereto. 




        “Closing
Date”: the date on which the conditions precedent set forth in Section 5.1 shall
have been satisfied, which date shall be not later than May 26, 2006. 



        “Code”:
 the United States Internal Revenue Code of 1986, as amended from time to time. 




        “Collateral”:
all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is
purported to be created by any Security Document. 



        “Commitment”:
with respect to any Lender, each of the Tranche B Term Loan Commitment and the Revolving
Credit Commitment of such Lender. 




5 









        “Commitment
Fee Rate”: 1⁄2 of 1% per annum; provided, that on and after the first
Adjustment Date occurring after the completion of the first full fiscal quarter of the
Borrower after the Closing Date, the Commitment Fee Rate will be determined pursuant to
the Pricing Grid. 



        “Commonly
Controlled Entity”: an entity, whether or not incorporated, that is under common
control with the Borrower within the meaning of Section 4001 of ERISA or is part of a
group that includes the Borrower and that is treated as a single employer under Section
414 of the Code. 



        “Compliance
Certificate”:  a certificate duly executed by a Responsible Officer,
substantially in the form of Exhibit B. 




        “Confidential
Information Memorandum”: the Confidential Information Memorandum dated May 2006
and furnished to the initial Lenders in connection with the syndication of the Facilities. 



        “Consolidated
Current Assets”: of any Person at any date, all amounts (other than cash and Cash
Equivalents) that would, in conformity with GAAP, be set forth opposite the caption
“total current assets” (or any like caption) on a consolidated balance sheet of
such Person and its Subsidiaries at such date. 



        “Consolidated
Current Liabilities”: of any Person at any date, all amounts that would, in
conformity with GAAP, be set forth opposite the caption “total current
liabilities” (or any like caption) on a consolidated balance sheet of such Person and
its Subsidiaries at such date, but excluding, (a) the current portion of Funded Debt of
such Person and (b) all Indebtedness consisting of Revolving Credit Loans or Swing Line
Loans. 



        “Consolidated
EBITDA”: of any Person for any period, Consolidated Net Income of such Person and
its Subsidiaries for such period plus, without duplication and to the extent
reflected as a charge in the statement of such Consolidated Net Income for such period,
the sum of (a) income tax expense, (b) Consolidated Interest Expense of such Person and
its Subsidiaries, amortization or write-off of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness, (c)
depreciation and amortization expense, (d) amortization and impairment of intangibles
(including, but not limited to, goodwill) and organization costs, (e) any extraordinary,
unusual or non-recurring expenses or losses (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income for such
period, losses on sales of assets outside of the ordinary course of business), (f) the
amount of any non-recurring restructuring charges or reserves deducted from such
Consolidated Net Income for such period, including any one-time, non-recurring costs
incurred in connection with the closure and/or consolidation of facilities and (g) any
other non-cash charges minus, to the extent included in the statement of such
Consolidated Net Income for such period, the sum of (a) interest income (except to the
extent deducted in determining Consolidated Interest Expense), (b) any extraordinary,
unusual or non-recurring income or gains (including, whether or not otherwise includable
as a separate item in the statement of such Consolidated Net Income for such period, gains
on the sales of assets outside of the ordinary course of business) and (c) any other
non-cash items increasing such Consolidated Net Income for such period, other than the
accrual of revenue in the ordinary course of business, all as determined on a consolidated
basis; provided that for purposes of calculating Consolidated EBITDA of the
Borrower and its Subsidiaries for any period, (i) the Consolidated EBITDA of any Person
acquired by the Borrower or its Subsidiaries during such period shall be included on a pro
forma basis for such period (assuming the consummation of such acquisition and the
incurrence or assumption of any Indebtedness in connection therewith occurred on the first
day of such period) if the consolidated balance sheet of such acquired Person and its
consolidated Subsidiaries as at the end of the period preceding the acquisition of such
Person and the related consolidated statements of income and stockholders’ equity and
of cash flows for the period in respect of which Consolidated EBITDA is to be calculated
(x) have been previously provided to the Administrative Agent and the Lenders and (y)
either (1) have been reported on without a qualification arising out of the scope of the
audit by independent certified public accountants of nationally recognized standing or (2)
have been found acceptable by the Administrative Agent and (ii) the Consolidated EBITDA of
any Person Disposed of by the Borrower or its Subsidiaries during such period shall be
excluded for such period (assuming the consummation of such Disposition and the repayment
of any Indebtedness in connection therewith occurred on the first day of such period). 




6 









        “Consolidated
Interest Coverage Ratio”: for any period, the ratio of (a) Consolidated EBITDA of
the Borrower and its Subsidiaries for such period to (b) Consolidated Interest Expense of
the Borrower and its Subsidiaries for such period. 



        “Consolidated
Interest Expense”: of any Person for any period, total interest expense
(including that attributable to Capital Lease Obligations) of such Person and its
Subsidiaries for such period with respect to all outstanding Indebtedness of such Person
and its Subsidiaries (including all commissions, discounts and other fees and charges owed
by such Person with respect to letters of credit and bankers’ acceptance financing
and net costs of such Person under Hedge Agreements in respect of interest rates to the
extent such net costs are allocable to such period in accordance with GAAP);
provided that the Consolidated Interest Expense of the Borrower and its
Subsidiaries for the first fiscal quarter which has started after the Closing Date shall
be reduced by an amount equal to the Borrower’s interest expense with respect to any
Existing Notes outstanding during the period commencing on the first day of such fiscal
quarter and ending 45 days after the Closing Date. 



        “Consolidated
Leverage Ratio”: as at the last day of any period of four consecutive fiscal
quarters of the Borrower, the ratio of (a) Consolidated Total Debt on such day to (b)
Consolidated EBITDA of the Borrower and its Subsidiaries for such period. 



        “Consolidated
Net Income”: of any Person for any period, the consolidated net income (or loss)
of such Person and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP; provided, that in calculating Consolidated Net Income of the
Borrower and its consolidated Subsidiaries for any period, there shall be excluded (a) the
income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the
Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries,
(b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in
which the Borrower or any of its Subsidiaries has an ownership interest, except to the
extent that any such income is actually received by the Borrower or such Subsidiary in the
form of dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Borrower to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary is not at the time permitted by the terms of any
Contractual Obligation (other than under any Loan Document) or Requirement of Law
applicable to such Subsidiary. 




7 









        “Consolidated
Total Debt”: at any date, the aggregate principal amount of all Indebtedness
(other than Indebtedness of the type specified in clause (f) of the definition of
Indebtedness) of the Borrower and its Subsidiaries at such date, determined on a
consolidated basis in accordance with GAAP. 



        “Consolidated
Working Capital”: at any date, the difference of (a) Consolidated Current Assets
of the Borrower on such date less (b) Consolidated Current Liabilities of the Borrower on
such date. 



        “Contractual
Obligation”: with respect to any Person, any provision of any security issued by
such Person or of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its Property is bound. 



        “Control
Investment Affiliate”: with respect to any Person, any other Person that (a)
directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person and (b) is organized by such Person primarily for the purpose of making
equity or debt investments in one or more companies. For purposes of this definition,
“control” of a Person means the power, directly or indirectly, to direct or
cause the direction of the management and policies of such Person, whether by contract or
otherwise. 



        “Default”:
any of the events specified in Section 8, whether or not any requirement for the giving of
notice, the lapse of the applicable grace period, or both, has been satisfied. 



        “Derivatives
Counterparty”:  as defined in Section 7.6. 




        “Disposition”:
with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance,
transfer or other disposition thereof; and the terms “Dispose” and
“Disposed of” shall have correlative meanings. 



        “Documentation
Agents”:  as defined in the preamble hereto. 




        “Dollars”
and “$": lawful currency of the United States of America. 




8 









        “Dollar
Equivalent” of any amount means, at the time of determination thereof, (a) if
such amount is expressed in Dollars, such amount, (b) if such amount is expressed in any
other currency, the equivalent of such amount in Dollars determined by using the rate of
exchange quoted by the Citibank, N.A. in New York, New York at 11:00 a.m. (New York time)
on the date of determination (or, if such date is not a Business Day, the last Business
Day prior thereto) to prime banks in New York for the spot purchase in the New York
foreign exchange market of such amount of Dollars with such currency and (c) if such
amount is denominated in any currency for which Citibank N.A. does not quote a rate of
exchange, the equivalent of such amount in Dollars as determined by the Administrative
Agent using any method of determination it deems appropriate. 



        “Domestic
Subsidiary”: any Subsidiary of the Borrower organized under the laws of any
jurisdiction within the United States of America. 



        “ECF
Percentage”: with respect to any fiscal year of the Borrower, 50%;
provided, that, with respect to any fiscal year of the Borrower ending on or after
December 31, 2007, the ECF Percentage shall be 25% if the Consolidated Leverage Ratio as
of the last day of such fiscal year is less than or equal to 4.5 to 1.0 and greater than
3.5 to 1.0, and 0% if the Consolidated Leverage Ratio as of the last day of such fiscal
year is less than or equal to 3.5 to 1.0. 



        “Environmental
Laws”: any and all laws, rules, orders, regulations, statutes, ordinances,
guidelines, codes, decrees, or other legally enforceable requirements (including common
law) of any international authority, foreign government, the United States, or any state,
local, municipal or other governmental authority, regulating, relating to or imposing
liability or standards of conduct concerning protection of the environment or of human
health, or employee health and safety, as has been, is now, or may at any time hereafter
be, in effect. 



        “Environmental
Permits”: any and all permits, licenses, approvals, registrations, notifications,
exemptions and other authorizations required under any Environmental Law. 



        “Equity
Financing”: the issuance and sale by the Borrower of its Series A Convertible
Preferred Stock pursuant to the Equity Financing Documentation. 



        “Equity
Financing Documentation”: the Preferred Stock Purchase Agreement dated as of May
3, 2006, among the Borrower, Lehman Brothers Inc., Citigroup Global Markets Inc. and Ares
Corporate Opportunities Fund, L.P., entered into in connection with the Equity Financing,
in each case, together with (i) each exhibit thereto, (ii) any amendments, supplements or
other modifications to any of the forgoing and (iii) each other document and instrument
delivered with respect thereto. 



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




        “Eurocurrency
Reserve Requirements”: for any day, the aggregate (without duplication) of the
maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such
day (including basic, supplemental, marginal and emergency reserves) under any regulations
of the Board or other Governmental Authority having jurisdiction with respect thereto
dealing with reserve requirements prescribed for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a
member bank of the Federal Reserve System. 



9 










        “Eurodollar
Base Rate”: with respect to each day during each Interest Period, the rate per
annum determined on the basis of the rate for deposits in Dollars for a period equal to
such Interest Period commencing on the first day of such Interest Period appearing on Page
3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period. In the event that such rate does not appear on Page
3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base
Rate” for purposes of this definition shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as may be
selected by the Administrative Agent. 



        “Eurodollar
Loans”: Loans for which the applicable rate of interest is based upon the
Eurodollar Rate. 



        “Eurodollar
Rate”: with respect to each day during each Interest Period, a rate per annum
determined for such day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%): 



	Eurodollar Base Rate

	1.00 – Eurocurrency Reserve Requirements







        “Eurodollar
Tranche”: the collective reference to Eurodollar Loans the then current Interest
Periods with respect to all of which begin on the same date and end on the same later date
(whether or not such Loans shall originally have been made on the same day). 



        “Event
of Default”: any of the events specified in Section 8, provided that any
requirement for the giving of notice, the lapse of time, or both, has been satisfied. 



        “Excess
Cash Flow”: for any fiscal year of the Borrower, the excess, if any, of (a) the
sum, without duplication, of (i) Consolidated Net Income of the Borrower and its
Subsidiaries for such fiscal year, (ii) the amount of all non-cash charges (including
depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii)
the amount of the decrease, if any, in Consolidated Working Capital for such fiscal year,
(iv) the aggregate net amount of non cash loss on the Disposition of Property by the
Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in
the ordinary course of business), to the extent deducted in arriving at such Consolidated
Net Income and (v) the net increase during such fiscal year (if any) in deferred tax
accounts of the Borrower minus (b) the sum, without duplication, of (i) the amount
of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the
aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such
fiscal year on account of Capital Expenditures (minus the principal amount of
Indebtedness incurred in connection with such expenditures and minus the amount of
any such expenditures financed with the proceeds of any Reinvestment Deferred Amount),
(iii) the aggregate amount of all prepayments of Revolving Credit Loans and Swing Line
Loans during such fiscal year to the extent accompanying permanent optional reductions of
the Revolving Credit Commitments and all optional prepayments of the Tranche B Term Loans
and other Funded Debt during such fiscal year, (iv) the aggregate amount of all principal
payments and prepayment of Indebtedness (including the Tranche B Term Loans) of the
Borrower and its Subsidiaries made during such fiscal year (other than in respect of any
revolving credit facility to the extent there is not an equivalent permanent reduction in
commitments thereunder), (v) the aggregate amount of all cash consideration paid in
connection with Permitted Acquisitions in accordance with Section 7.8(g) during such
fiscal year, (vi) the aggregate amount of all payments made with respect to the
Series A Convertible Preferred Stock pursuant to Section 7.6(d), (vii) the amount of the
increase, if any, in Consolidated Working Capital for such fiscal year, (viii) the
aggregate net amount of non-cash gain on the Disposition of Property by the Borrower and
its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary
course of business), to the extent included in arriving at such Consolidated Net Income,
and (ix) the net decrease during such fiscal year (if any) in deferred tax accounts of the
Borrower. 




10 









        “Excess
Cash Flow Application Date”:  as defined in Section 2.12(c). 




        “Excluded
Foreign Subsidiaries”:  any Subsidiary of the Borrower that is not a Domestic
Subsidiary.  




        “Existing
Credit Facility”: the Amended and Restated Credit Agreement dates as of October
3, 2003, among the Borrower, General Electric Capital Corporation, as administrative
agent, GECC Capital Markets Group, Inc. and Lehman Brothers, Inc., as joint lead arrangers
and join book managers, Lehman Commercial Paper Inc., as syndication agent, Harris Trust
and Saving Bank, as documentation agent, and General Electric Capital Corporation, as
documentation agent, as amended. 



        “Existing
Earn-Out Obligations”: the obligations listed on Schedule 1.1(a). 



      “Existing
Issuing Lender”: LaSalle.



        “Existing
Letters of Credit”:  the letters of credit described in Annex B. 




        “Existing
Notes”: each of the Borrower’s (a) 10 3/8% Senior Notes due 2009 issued
pursuant to the 2002 Indenture and (b) 11 1/4% Senior Subordinated Notes due 2009 issued
pursuant to the 1999 Indenture. 



        “Existing
Seller Notes”: the promissory notes listed on Schedule 1.1(b). 



        “Facility”:
each of (a) the Tranche B Term Loan Commitments and the Tranche B Term Loans made
thereunder (the “Tranche B Term Loan Facility”) and (b) the Revolving
Credit Commitments and the extensions of credit made thereunder (the “Revolving
Credit Facility”). 




11 









        “Federal
Funds Effective Rate”: for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for the day of such transactions received by
the Administrative Agent from three federal funds brokers of recognized standing selected
by it. 



        “Fee
Letter”: the later dated May 3, 2006, addressed to the Borrower from Lehman
Commercial Paper Inc., Lehman Brothers Inc. and Citigroup Global Markets Inc. and accepted
by the Borrower on May 3, 2006. 



        “FQ1",
“FQ2", “FQ3", and “FQ4": when used with
a numerical year designation, means the first, second, third or fourth fiscal quarters,
respectively, of the designated fiscal year of the Borrower (e.g., FQ1 2006 means the
first fiscal quarter of the Borrower’s 2006 fiscal year, which ended on March 31,
2006). 



        “Funded
Debt”: with respect to any Person, all Indebtedness of such Person that matures
more than one year from the date of its creation or matures within one year from such date
but is renewable or extendible, at the option of such Person, to a date more than one year
from such date or arises under a revolving credit or similar agreement that obligates the
lender or lenders to extend credit during a period of more than one year from such date,
including all current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date of its
creation and, in the case of the Borrower, Indebtedness in respect of the Loans. 



        “Funding
Office”: the office specified from time to time by the Administrative Agent as
its funding office by notice to the Borrower and the Lenders. 



        “GAAP”:
generally accepted accounting principles in the United States of America as in effect from
time to time, except that for the purposes of Section 7.1, GAAP shall be determined on the
basis of such principles in effect on the date hereof and consistent with those used in
the preparation of the most recent audited financial statements referred to in Section
4.1(b). 



        “Governmental
Authority”: any nation or government, any state or other political subdivision
thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government. 



        “Guarantee
and Collateral Agreement”: the Guarantee and Collateral Agreement to be executed
and delivered by the Borrower and each Subsidiary Guarantor, substantially in the form of
Exhibit A, as the same may be amended, supplemented, replaced or otherwise modified from
time to time. 




12 









        “Guarantee
Obligation”: with respect to any Person (the “guaranteeing
person”), any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit), if to induce the creation of such
obligation of such other Person the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the
“primary obligations”) of any other third Person (the “primary
obligor”) in any manner, whether directly or indirectly, including any obligation
of the guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any Property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to purchase Property,
securities or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided that the term Guarantee
Obligation shall not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person may be
liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless
such primary obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such Guarantee
Obligation shall be such guaranteeing person’s maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith. 



        “Guarantors”:
 the collective reference to the Subsidiary Guarantors. 




        “Health
Care Permit”:  as defined in Section 4.21. 




        “Hedge
Agreements”: all interest rate or currency swaps, caps or collar agreements,
foreign exchange agreements, commodity contracts or similar arrangements entered into by
the Borrower or its Subsidiaries providing for protection against fluctuations in interest
rates, currency exchange rates, commodity prices or the exchange of nominal interest
obligations, either generally or under specific contingencies. 



        “Indebtedness”:
of any Person at any date, without duplication, (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person for the deferred purchase price of
Property or services (other than trade payables incurred in the ordinary course of such
Person’s business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to Property acquired by
such Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such Property),
(e) all Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) all
obligations of such Person, contingent or otherwise, as an account party or applicant
under acceptance, letter of credit or similar facilities, (g) all obligations of such
Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for
value any Capital Stock of such Person, (h) all Guarantee Obligations of such Person in
respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all
obligations of the kind referred to in clauses (a) through (h) above secured by (or for
which the holder of such obligation has an existing right, contingent or otherwise, to be
secured by) any Lien on Property (including accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the payment of such
obligation and (j) for the purposes of Section 8(e) only, all obligations of such Person
in respect of Hedge Agreements. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness expressly provides that such Person is not liable
therefor. 



13 










        “Indemnified
Liabilities”:  as defined in Section 10.5. 




        “Indemnitee”:
as defined in Section 10.5. 




        “1999
Indenture”: the Indenture, dated as of June 16, 1999, by and among the Borrower,
the guarantors party thereto, and U.S. Bank Trust National Association, as trustee. 



        “2002
Indenture”: the Indenture, dated as of February 15, 2002, by and among the
Borrower, the guarantors party thereto, and Wilmington Trust Company, as trustee. 



        “Insolvency”:
with respect to any Multiemployer Plan, the condition that such Plan is insolvent within
the meaning of Section 4245 of ERISA. 



        “Insolvent”:
 pertaining to a condition of Insolvency. 




        “Intellectual
Property”: the collective reference to all rights, priorities and privileges
relating to intellectual property, whether arising under United States, state,
multinational or foreign laws or otherwise, including copyrights, copyright licenses,
patents, patent licenses, trademarks, trademark licenses, service-marks, technology,
know-how and processes, recipes, formulas, trade secrets, and all rights to sue at law or
in equity for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom. 



        “Interest
Payment Date”: (a) as to any Base Rate Loan, the last day of each March, June,
September and December to occur while such Loan is outstanding and the final maturity date
of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or
less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an
Interest Period longer than three months, each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and the last day of such
Interest Period and (d) as to any Loan (other than any Revolving Credit Loan that is a
Base Rate Loan (unless all Revolving Credit Loans are being repaid in full and all
Revolving Credit Commitments are terminated) and any Swing Line Loan), the date of any
repayment or prepayment made in respect thereof. 




14 









        “Interest
Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the
borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and
ending one, two, three or six or (if available to all Lenders under the relevant Facility,
as determined by such Lenders in their sole discretion) nine or twelve months thereafter,
as selected by the Borrower in its Borrowing Notice or notice of conversion, as the case
may be, given with respect thereto; and (b) thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such Eurodollar Loan and ending
one, two, three or six or (if available to all Lenders under the relevant Facility, as
determined by such Lenders in their sole discretion) nine or twelve months thereafter, as
selected by the Borrower by irrevocable notice to the Administrative Agent not less than
three Business Days prior to the last day of the then current Interest Period with respect
thereto; provided, that all of the foregoing provisions relating to Interest
Periods are subject to the following: 



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






	 	(2) 	any
Interest Period that would otherwise extend beyond the Revolving Credit
               Termination Date or beyond the date final payment is due on the Tranche B
Term                Loans shall end on the Revolving Credit Termination Date or such due
date, as                applicable; and  






	 	(3) 	any
Interest Period that begins on the last Business Day of a calendar month (or
               on a day for which there is no numerically corresponding day in the
calendar                month at the end of such Interest Period) shall end on the last
Business Day of                the calendar month at the end of such Interest Period.  






        “Investments”:
as defined in Section 7.8. 




        “Issuing
Lender”: the Existing Issuing Lender and any Lender or an Affiliate of a Lender
that (a) is listed on the signature pages hereof as an “Issuing Lender” or (b)
hereafter becomes an Issuing Lender with the approval of the Administrative Agent and the
Borrower by agreeing pursuant to an agreement with and in form and substance satisfactory
to the Administrative Agent and the Borrower to be bound by the terms hereof applicable to
Issuing Lender. 



        “L/C
Commitment”: $25,000,000. 




        “L/C
Fee Payment Date”: the last day of each March, June, September and December and
the last day of the Revolving Credit Commitment Period. 




15 









        “L/C
Obligations”: at any time, an amount equal to the sum of, without duplication,
(a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then
been reimbursed pursuant to Section 3.5. 



        “L/C
Participants”: with respect to any Letter of Credit, the collective reference to
all the Revolving Credit Lenders other than the Issuing Lender that issued such Letter of
Credit. 



        “Lender
Addendum”: with respect to any initial Lender, a Lender Addendum, substantially
in the form of Exhibit H, or otherwise acceptable to the Administrative Agent, to be
executed and delivered by such Lender on the Closing Date as provided in Section 10.15. 



        “Lenders”:
 as defined in the preamble hereto. 




        “Letters
of Credit”:  as defined in Section 3.1(a). 




        “Lien”:
any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge or other security interest or any preference, priority or
other security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any capital lease
having substantially the same economic effect as any of the foregoing). 



        “Loan”:
 any loan made by any Lender pursuant to this Agreement. 




        “Loan
Documents”:  this Agreement, the Security Documents, the Fee Letter, the
Applications and the Notes. 




        “Loan
Parties”:  the Borrower and each Subsidiary of the Borrower that is a party to a Loan
Document.  




        “Majority
Facility Lenders”: with respect to any Facility, the holders of more than 50% of
the aggregate unpaid principal amount of the Tranche B Term Loans or the Total Revolving
Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case
of the Revolving Credit Facility, prior to any termination of the Revolving Credit
Commitments, the holders of more than 50% of the Total Revolving Credit Commitments). 



        “Majority
Revolving Credit Facility Lenders”: the Majority Facility Lenders in respect of the
Revolving Credit Facility.  




        “Material
Adverse Effect”: a material adverse effect on (a) the business, financial
condition, results of operations, assets or liabilities of the Borrower and its
Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any
of the other Loan Documents or the rights or remedies of the Administrative Agent or the
Lenders hereunder or thereunder or (c) the ability of any Loan Party to perform its
obligations under any Loan Documents to which it is a party. 




16 









        “Material
Environmental Amount”: an amount or amounts payable by the Borrower and/or any of
its Subsidiaries, in the aggregate in excess of $2,000,000, for: costs to comply with any
Environmental Law; costs of any investigation, and any remediation, of any Material of
Environmental Concern; and compensatory damages (including damages to natural resources),
punitive damages, fines, and penalties pursuant to any Environmental Law. 



        “Materials
of Environmental Concern”: any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde
insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or
forces of any kind, whether or not any such substance or force is defined as hazardous or
toxic under any Environmental Law, that is regulated pursuant to or could give rise to
liability under any Environmental Law. 



        “Moody’s”:
Moody’s Investors Service, Inc. 




        “Mortgaged
Properties”: the real properties of the Borrower or any Subsidiary Guarantor
having a book value of $1,000,000 or more, as to which the Administrative Agent for the
benefit of the Secured Parties shall be granted a Lien pursuant to one or more Mortgages. 



        “Mortgages”:
any and all mortgages or deeds of trust made by any Loan Party in favor of, or for the
benefit of, the Administrative Agent for the benefit of the Secured Parties, in a form as
may be reasonably agreed by the Administrative Agent and the Loan Parties party thereto,
as the same may be amended, supplemented or otherwise modified from time to time. 



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




        “Net
Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the
proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds
received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but only as and when
received) of such Asset Sale or Recovery Event, net of reasonable attorneys’ fees,
accountants’ fees, investment banking fees, amounts required to be applied to the
repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset
which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to
a Security Document) and other reasonable fees and expenses actually incurred in
connection therewith and net of taxes paid or reasonably estimated to be payable as a
result thereof (after taking into account any available tax credits or deductions and any
tax sharing arrangements), (b) in connection with any issuance or sale of equity
securities (other than the (x) Series A Convertible Preferred Stock or any conversion
thereof or (y) issuance or sale of the Borrower’s common stock in a private placement
exempt from the registration requirements under the Securities Act of 1933, as amended) or
debt securities or instruments or the incurrence of loans, the cash proceeds received from
such issuance or incurrence, net of (i) attorneys’ fees, investment banking fees,
accountants’ fees, underwriting discounts and commissions and other fees and expenses
actually incurred in connection therewith and (ii) such cash proceeds used to prepay,
repurchase, redeem or otherwise defease Senior Notes in accordance with Section 7.9(a)(i),
and (c) in connection with any Purchase Price Refund, the cash amount thereof, net of any
expenses incurred in the collection thereof. 




17 









        “Non-Excluded
Taxes”:  as defined in Section 2.20(a). 




        “Non-U.S.           Lender”:
as defined in Section 2.20(d).  




        “Note”:
 any promissory note evidencing any Loan. 




        “Obligations”:
the unpaid principal of and interest on (including interest accruing after the maturity of
the Loans and Reimbursement Obligations and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans, the Reimbursement
Obligations and all other obligations and liabilities of the Borrower to the
Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement, any other
Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document
made, delivered or given in connection herewith or therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs, expenses
(including all fees, charges and disbursements of counsel to each Arranger, to the
Administrative Agent or to any Lender that are required to be paid by the Borrower
pursuant hereto) or otherwise; provided that (i) obligations of the Borrower or any
Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to
the Security Documents only to the extent that, and for so long as, the other Obligations
are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in
the manner permitted by this Agreement shall not require the consent of holders of
obligations under Specified Hedge Agreements. 



        “Other
Taxes”: any and 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 from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement or any other Loan Document. 



        “Participant”:
as defined in Section 10.6(b). 




        “Payment
Office”: the office specified from time to time by the Administrative Agent as
its payment office by notice to the Borrower and the Lenders. 



        “PBGC”:
the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of
ERISA (or any successor). 



18 










        “Permits”:
the collective reference to any and all other franchises, licenses, leases, permits,
approvals, notifications, certifications, registrations, authorizations, exemptions,
qualifications, easements, and rights of way. 



        “Permitted
Acquisitions”:  as defined in Section 7.8(g). 




        “Permitted
Earn-Out Obligations”: obligations of the Borrower or any of its Subsidiaries
incurred in connection with a Permitted Acquisition which (i) are not secured or
guaranteed by the Borrower or any of its Subsidiaries and shall be subordinated to the
Obligations on terms satisfactory to the Administrative Agent, (ii) are payable solely by
the Borrower or such Subsidiaries in the event that certain future performance goals are
achieved in the business acquired in such Permitted Acquisition, and (iii) arise under
written agreements, in form and substance satisfactory to the Administrative Agent,
specifying, in each case, an amount as the maximum potential liability of the Borrower or
such Subsidiary in respect thereof; provided that the aggregate amount of all
Permitted Earn-Out Obligations outstanding at any time shall not exceed $15,000,000. 



        “Permitted
Holder”: Ares, unless Ares does not have a representative on the Borrower’s
board of directors as a result of (x) the resignation by such representative without Ares
nominating a replacement Ares designee, (y) the failure of the Ares representative (or a
replacement nominee of Ares) to stand for election or (z) the failure of the Ares designee
to be elected to the Borrower’s board of directors if Ares failed to vote in favor of
such nominee. 



        “Permitted
Joint Ventures”: any joint venture that the Borrower or any Subsidiary Guarantor
is a party to that is engaged in the same businesses in which the Borrower and its
Subsidiaries are engaged on the date of this Agreement or that are reasonably related
thereto. 



        “Permitted
Liens”: the collective reference to (i) in the case of Collateral other than
Pledged Stock, Liens permitted by Section 7.3 and (ii) in the case of Collateral
consisting of Pledged Stock, non-consensual Liens permitted by Section 7.3 to the extent
arising by operation of law. 



        “Permitted
Seller Notes”: promissory notes issued by the Borrower or any of its Subsidiaries
to sellers of stock or assets in one or more Permitted Acquisitions, which promissory
notes shall (i)  be unsecured and not guaranteed by any Subsidiaries of the Borrower,
(ii) be subordinated to the Obligations on terms satisfactory to the Administrative Agent,
(iii) not mature earlier than the date that is six months after the Revolving Credit
Termination Date, and (iv)  otherwise be in form and substance satisfactory to the
Administrative Agent; provided that such promissory notes in an aggregate principal
amount outstanding at any time shall not exceed $30,000,000. 



        “Person”:
an individual, partnership, corporation, limited liability company, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature. 




19 









        “Plan”:
at a particular time, any employee benefit plan that is covered by ERISA and in respect of
which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at
such time, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA. 



        “Preferred
Stock” the Borrower’s 7% redeemable preferred stock, par value $0.01 per
share. 



        “Pricing
Grid”:  the pricing grid attached hereto as Annex A. 




        “Pro
Forma Balance Sheet”:  as defined in Section 4.1(a). 




        “Projections”:
as defined in Section 6.3(c). 




        “Property”:
any right or interest in or to property of any kind whatsoever, whether real, personal or
mixed and whether tangible or intangible, including Capital Stock. 



        “Purchase
Price Refund”: any amount received by the Borrower or any Subsidiary as a result
of a purchase price adjustment or similar event in connection with any acquisition of
Property by the Borrower or any Subsidiary. 



        “Qualified
Counterparty”: with respect to any Specified Hedge Agreement, any counterparty
thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender or
an affiliate of a Lender. 



        “Recovery
Event”: any settlement of or payment in respect of any property or casualty
insurance claim or any condemnation proceeding relating to any asset of the Borrower or
any of its Subsidiaries. 



        “Refunded
Swing Line Loans”:  as defined in Section 2.7. 




        “Refunding
Date”: as defined in Section 2.7. 




        “Register”:
as defined in Section 10.6(d). 




        “Regulation
H”: Regulation H of the Board as in effect from time to time. 



        “Regulation U”:
Regulation U of the Board as in effect from time to time. 



        “Reimbursement
Obligation”: the obligation of the Borrower to reimburse each Issuing Lender
pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing
Lender. 



        “Reinvestment
Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash
Proceeds received by the Borrower or any of its Subsidiaries in connection therewith that
are not applied to prepay the Tranche B Term Loans or reduce the Revolving Credit
Commitments pursuant to Section 2.12(b) as a result of the delivery of a Reinvestment
Notice. 




20 










        “Reinvestment
Event”: any Asset Sale, Purchase Price Refund or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice. 



        “Reinvestment
Notice”: a written notice executed by a Responsible Officer stating that no
Default or Event of Default has occurred and is continuing and that the Borrower (directly
or indirectly through a Wholly Owned Subsidiary) intends and expects to use all or a
specified portion of the Net Cash Proceeds of an Asset Sale, Purchase Price Refund or
Recovery Event to acquire or repair assets useful in its or such Wholly Owned
Subsidiary’s business within 365 days. 



        “Reinvestment
Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment
Deferred Amount relating thereto less any amount expended prior to the relevant
Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s
business. 



        “Reinvestment
Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the
date occurring one year after such Reinvestment Event and (b) the date on which the
Borrower shall have determined not to, or shall have otherwise ceased to, acquire or
repair assets useful in the Borrower’s business with all or any portion of the
relevant Reinvestment Deferred Amount. 



        “Related
Fund”: with respect to any Lender, any fund that (x) invests in commercial loans
and (y) is managed or advised by the same investment advisor as such Lender, by such
Lender or an Affiliate of such Lender or such investment advisor. 



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



        “Reportable
Event”: any of the events set forth in Section 4043(c) of ERISA, other than those
events as to which the thirty day notice period is waived under subsections .27, .28, .29,
..30, .31, .32, .34 or .35 of PBGC Reg. § 4043. 



        “Required
Lenders”: at any time, the holders of more than 50% of (a) until the Closing
Date, the Commitments and (b) thereafter, the sum of (i) the aggregate unpaid principal
amount of the Tranche B Term Loans then outstanding and (ii) the Total Revolving Credit
Commitments then in effect or, if the Revolving Credit Commitments have been terminated,
the Total Revolving Extensions of Credit then outstanding. 



        “Required
Prepayment Lenders”:  the Majority Facility Lenders in respect of each Facility.  




        “Requirement
of Law”: as to any Person, the Certificate of Incorporation and By Laws or other
organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its Property or to which
such Person or any of its Property is subject. 




21 









        “Responsible
Officer”: the chief executive officer, president, treasurer, chief accounting
officer, or chief financial officer of the Borrower, but in any event, with respect to
financial matters, the chief financial officer of the Borrower. 



        “Restricted
Payments”:  as defined in Section 7.6. 




        “Revolving
Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to
make Revolving Credit Loans and participate in Swing Line Loans and Letters of Credit, in
an aggregate principal and/or face amount not to exceed the amount set forth under the
heading “Revolving Credit Commitment” opposite such Lender’s name on
Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the
Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same
may be changed from time to time pursuant to the terms hereof. The original aggregate
amount of the Total Revolving Credit Commitments is $75,000,000. 



        “Revolving
Credit Commitment Period”:  the period from and including the Closing Date to
the Revolving Credit Termination Date. 




        “Revolving
Credit Facility”:  as defined in the definition of "Facility" in this Section
1.1.  




        “Revolving
Credit Lender”:  each Lender that has a Revolving Credit Commitment or holds
Revolving Extensions of Credit. 




        “Revolving
Credit Loans”:  as defined in Section 2.4. 




        “Revolving
Credit Note”:  as defined in Section 2.8(e). 




        “Revolving
Credit Percentage”: as to any Revolving Credit Lender at any time, the percentage
which such Lender’s Revolving Credit Commitment then constitutes of the Total
Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall
have expired or terminated, the percentage which the aggregate amount of such
Lender’s Revolving Extensions of Credit then outstanding constitutes of the amount of
the Total Revolving Extensions of Credit then outstanding). 



        “Revolving
Credit Termination Date”:  May 26, 2011. 




        “Revolving
Extensions of Credit”: as to any Revolving Credit Lender at any time, an amount
equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans then
outstanding to such Lender, (b) such Lender’s Revolving Credit Percentage of the L/C
Obligations then outstanding and (c) such Lender’s Revolving Credit Percentage of the
aggregate principal amount of Swing Line Loans then outstanding. 




22 









        “SEC”:
 the Securities and Exchange Commission (or successors thereto or an analogous
Governmental Authority). 




        “Seller
Notes“:  the Existing Seller Notes and the Permitted Seller Notes. 




        “Secured
Parties”:  as defined in the Guarantee and Collateral Agreement. 




        “Security
Documents”: the collective reference to the Guarantee and Collateral Agreement,
any Mortgages, any intellectual property security agreements or control agreements
required to be delivered pursuant to the Guarantee and Collateral Agreement or any other
Loan Document and all other security documents hereafter delivered to the Administrative
Agent granting a Lien on any Property of any Person to secure the obligations and
liabilities of any Loan Party under any Loan Document. 



        “Senior
Note Indenture”: the Indenture entered into by the Borrower and the guarantors
party thereto in connection with the issuance of the Senior Notes, together with all
instruments and other agreements entered into by the Borrower and such guarantors in
connection therewith, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with Section 7.9. 



        “Senior
Notes”:  the senior notes of the Borrower issued on the Closing Date pursuant to
the Senior Note Indenture. 




        “Series
A Convertible Preferred Stock”:  the Borrower’s Series A Convertible
Preferred Stock, par value $0.01 per share. 




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




        “Solvent”:
with respect to any Person, as of any date of determination, (a) the amount of the
“present fair saleable value” of the assets of such Person will, as of such
date, exceed the amount of all “liabilities of such Person, contingent or
otherwise”, as of such date, as such quoted terms are determined in accordance with
applicable federal and state laws governing determinations of the insolvency of debtors,
(b) the present fair saleable value of the assets of such Person will, as of such date, be
greater than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its business, (d) such
Person will be able to pay its debts as they mature in the ordinary course of business and
(e) such Person is not insolvent within the meaning of any applicable Requirement of Law.
For purposes of this definition, (i) “debt” means liability on a
“claim”, and (ii) “claim” means any (x) right to payment, whether or
not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise to a
right to payment, whether or not such right to an equitable remedy is reduced to judgment,
fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. 




23 









        “Specified
Change of Control”:  a “Change of Control”, or like event, as defined
in the Senior Note Indenture. 




        “Specified
Hedge Agreement”:  any Hedge Agreement entered into by the Borrower or any
Guarantor and any Qualified Counterparty. 




        “S&P”:
Standard & Poor’s Rating Services. 




        “Subordinated
Debt”:  as defined in Section 7.2(h). 




        “Subsidiary”:
as to any Person, a corporation, partnership, limited liability company or other entity of
which shares of stock or other ownership interests having ordinary voting power (other
than stock or such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower. 



        “Subsidiary
Guarantor”:  each Subsidiary of the Borrower other than any Excluded Foreign
Subsidiary.  




        “Swing
Line Commitment”: the obligation of the Swing Line Lender to make Swing Line
Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding
not to exceed $15,000,000. 



        “Swing
Line Lender”: Citicorp or any other Revolving Credit Lender that becomes the
Administrative Agent, or agrees, with the approval of the Administrative Agent and the
Borrower, to act as the Swing Line Lender, in each case in its capacity as the lender of
Swing Line Loans. 



        “Swing
Line Loans”:  as defined in Section 2.6(a). 




        “Swing
Line Note”: as defined in Section 2.8(e). 



        “Swing
Line Participation Amount”:  as defined in Section 2.7(c). 




        “Syndication
Agent”:  as defined in the preamble hereto. 




        “Synthetic
Lease Obligations”: all monetary obligations of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations which do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the Indebtedness of such Person (without regard to accounting treatment). 



        “Term
Note”: as defined in Section 2.8(e). 




24 










        “Total
Revolving Credit Commitments”:  at any time, the aggregate amount of the
Revolving Credit Commitments then in effect. 




        “Total
Revolving Extensions of Credit”: at any time, the aggregate amount of the
Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time. 



        “Tranche
B Term Loan”:  as defined in Section 2.1. 




        “Tranche
B Term Loan Commitment”: as to any Lender, the obligation of such Lender, if any,
to make a Tranche B Term Loan to the Borrower hereunder in a principal amount not to
exceed the amount set forth under the heading “Tranche B Term Loan Commitment”
opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such
Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such
Lender became a party hereto, as the same may be changed from time to time pursuant to the
terms hereof. The original aggregate amount of the Tranche B Term Loan Commitments is
$230,000,000. 



        “Tranche
B Term Loan Facility”:  as defined in the definition of “Facility” in this
Section 1.1.  




        “Tranche
B Term Loan Lender”:  each Lender that has a Tranche B Term Loan Commitment or
is the holder of a Tranche B Term Loan. 




        “Tranche
B Term Loan Maturity Date”:  May 26, 2013. 




        “Tranche
B Term Loan Percentage”: as to any Tranche B Term Loan Lender at any time, the
percentage which such Lender’s Tranche B Term Loan Commitment then constitutes of the
aggregate Tranche B Term Loan Commitments (or, at any time after the Closing Date, the
percentage which the aggregate principal amount of such Lender’s Tranche B Term Loans
then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans
then outstanding). 



      “Transferee”:
as defined in Section 10.14.



        “Trust
Indenture Act”:  as defined in Section 9.1(d). 




        “Type”:
 as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan. 




        “UCC”:
 the Uniform Commercial Code as in effect from time to time in the State of New York.  




        “U.S.
         Person”: a “United States person” as defined in Section
          7701(a)(30) of the Code.  




        “Voting
Stock”: the Capital Stock of any Person having ordinary power to vote in the
election of members of the board of directors, managers, trustees or other controlling
Persons, of such Person (irrespective of whether, at the time, Capital Stock of any other
class or classes of such entity shall have or might have voting power by reason of the
happening of any contingency). 




25 









        “Wholly
Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of
which (other than directors’ qualifying shares required by law) is owned by such
Person directly and/or through other Wholly Owned Subsidiaries. 



        “Wholly
Owned Subsidiary Guarantor”:  any Subsidiary Guarantor that is a Wholly Owned
Subsidiary of the Borrower.  




    1.2        Other
Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in
this Agreement shall have the defined meanings when used in the other Loan Documents or
any certificate or other document made or delivered pursuant hereto or thereto.  



        (a)                 As
used herein and in the other Loan Documents, and any certificate or other
          document made or delivered pursuant hereto or thereto, (i) accounting terms
          relating to the Borrower and its Subsidiaries not defined in Section 1.1 and
          accounting terms partly defined in Section 1.1, to the extent not defined,
shall           have the respective meanings given to them under GAAP, (ii) the terms
          “include”, “includes” and “including” shall be
          deemed to be followed by the phrase “without limitation”, and (iii)
          references to agreements or other Contractual Obligations shall, unless
          otherwise specified, be deemed to refer to such agreements or Contractual
          Obligations as amended, supplemented, restated or otherwise modified from time
          to time.  




        (b)                 The
words “hereof”, “herein” and “hereunder” and
          words of similar import when used in this Agreement shall refer to this
          Agreement as a whole and not to any particular provision of this Agreement, and
          Section, Schedule and Exhibit references are to this Agreement unless otherwise
          specified.  




        (c)                 The
meanings given to terms defined herein shall be equally applicable to both           the
singular and plural forms of such terms.  




        (d)                 All
calculations of financial ratios set forth in Section 7.1 and the           calculation
of the Consolidated Leverage Ratio for purposes of determining the           Applicable
Margin shall be calculated to the same number of decimal places as           the relevant
ratios are expressed in and shall be rounded upward if the number           in the
decimal place immediately following the last calculated decimal place is           five
or greater. For example, if the relevant ratio is to be calculated to the
          hundredth decimal place and the calculation of the ratio is 5.126, the ratio
          will be rounded up to 5.13.  




        (e)                 The
expressions “payment in full,” “paid in full” and any           other
similar terms or phrases when used herein with respect to the Obligations           shall
mean the payment in full, in immediately available funds, of all of the
          Obligations.  




    1.3        Accounting
Changes. In the event that any “Accounting Change” (as defined below) shall
occur and such change results in a change in the method of calculation of financial
covenants, standards or terms in this Agreement, then the Borrower and the Administrative
Agent agree to enter into negotiations in order to amend such provisions of this
Agreement so as to equitably reflect such Accounting Change with the desired result that
the criteria for evaluating the Borrower’s financial condition shall be the same
after such Accounting Change as if such Accounting Change had not been made. Until such
time as such an amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders, all financial covenants, standards and
terms in this Agreement shall continue to be calculated or construed as if such
Accounting Change had not occurred. “Accounting Change” refers to any
change in accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC.  




26 









SECTION 2.
                                    AMOUNT AND TERMS OF COMMITMENTS 



    2.1        Tranche
B Term Loan Commitments. Subject to the terms and conditions hereof the Tranche B
Term Loan Lenders severally agree to make Tranche B Term Loans (each, a “Tranche
B Term Loan”) to the Borrower on the Closing Date in an amount for each Tranche
B Term Loan Lender not to exceed the amount of the Tranche B Term Loan Commitment of such
Lender. The Tranche B Term Loans may from time to time be Eurodollar Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.13.  



    2.2        Procedure
for Tranche B Term Loan Borrowing. The Borrower shall deliver to the Administrative
Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative
Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated
Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term
Loans on the Closing Date and specifying the amount to be borrowed. The Tranche B Term
Loans made on the Closing Date shall initially be Base Rate Loans, and no Tranche B Term
Loan may be converted into or continued as a Eurocurrency Loan having an Interest Period
in excess of one month prior to the date which is 30 days after the Closing Date. Upon
receipt of such Borrowing Notice the Administrative Agent shall promptly notify each
Tranche B Term Loan Lender thereof. Not later than 12:00 noon, New York City time, on the
Closing Date each Tranche B Term Loan Lender shall make available to the Administrative
Agent at the Funding Office an amount in immediately available funds equal to the Tranche
B Term Loans to be made by such Lender. The Administrative Agent shall make available to
the Borrower the aggregate of the amounts made available to the Administrative Agent by
the Tranche B Term Loan Lenders, in like funds as received by the Administrative Agent.  



    2.3        Repayment
of Tranche B Term Loans. The Tranche B Term Loan of each Tranche B Term Loan Lender
shall mature in 27 consecutive quarterly installments, commencing on September 30, 2006,
each of which shall be in an amount equal to such Lender’s Tranche B Term Loan
Percentage multiplied by the percentage set forth below opposite such installment of the
aggregate principal amount of Tranche B Term Loans made on the Closing Date; provided that
to the extent that a portion of such Tranche B Term Loans are prepaid pursuant to
Sections 2.11 or 2.12, the amounts set forth below shall be reduced to reflect the
required application of such prepayment:  




27 









	Installment	Percentage
	September 30, 2006	0.25%
	December 31, 2006	0.25%
	March 31, 2007	0.25%
	June 30, 2007	0.25%
	September 30, 2007	0.25%
	December 31, 2007	0.25%
	March 31, 2008	0.25%
	June 30, 2008	0.25%
	September 30, 2008	0.25%
	December 31, 2008	0.25%
	March 31, 2009	0.25%
	June 30, 2009	0.25%
	September 30, 2009	0.25%
	December 31, 2009	0.25%
	March 31, 2010	0.25%
	June 30, 2010	0.25%
	September 30, 2010	0.25%
	December 31, 2010	0.25%
	March 31, 2011	0.25%
	June 30, 2011	0.25%
	September 30, 2011	0.25%
	December 31, 2011	0.25%
	March 31, 2012	0.25%
	June 30, 2012	0.25%
	September 30, 2012	0.25%
	December 31, 2012	0.25%
	March 31, 2013	0.25%






provided, further, that
the Borrower shall repay the entire unpaid principal amount of the Tranche B Term Loans on
the Tranche B Term Loan Maturity Date. 



    2.4        Revolving
Credit Commitments. (a) Subject to the terms and conditions hereof, the Revolving
Credit Lenders severally agree to make revolving credit loans (“Revolving Credit
Loans”) to the Borrower from time to time during the Revolving Credit Commitment
Period in an aggregate principal amount at any one time outstanding for each Revolving
Credit Lender which, when added to such Lender’s Revolving Credit Percentage of the
sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount
of the Swing Line Loans then outstanding, does not exceed the amount of such Lender’s
Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrower
may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans
or Base Rate Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections 2.5 and 2.13, provided that no Revolving Credit
Loan shall be made as a Eurodollar Loan after the day that is one month prior to the
Revolving Credit Termination Date.  




28 









        (b)              The
Borrower shall repay all outstanding Revolving Credit Loans on the Revolving
          Credit Termination Date.  




    2.5        Procedure
for Revolving Credit Borrowing. The Borrower may borrow under the Revolving Credit
Commitments on any Business Day during the Revolving Credit Commitment Period, provided that
the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which
Borrowing Notice must be received by the Administrative Agent prior to 12:00 noon, New
York City time, (a) three Business Days prior to the requested Borrowing Date, in the
case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date,
in the case of Base Rate Loans). Each borrowing of Revolving Credit Loans under the
Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate
Loans, $500,000 or a whole multiple thereof (or, if the then aggregate Available
Revolving Credit Commitments are less than $500,000, such lesser amount) and (y) in the
case of Eurodollar Loans, $1,000,000 or a whole multiple thereof; provided that
the Swing Line Lender may request, on behalf of the Borrower, borrowings of Base Rate
Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7.
Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent
shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender
will make its Revolving Credit Percentage of the amount of each borrowing of Revolving
Credit Loans available to the Administrative Agent for the account of the Borrower at the
Funding Office prior to 12:00 noon, New York City time, on the Borrowing Date requested
by the Borrower in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the Borrower by the Administrative Agent in like
funds as received by the Administrative Agent.  



    2.6        Swing
Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line
Lender agrees that, during the Revolving Credit Commitment Period, it will make available
to the Borrower in the form of swing line loans (“Swing Line Loans”) a
portion of the credit otherwise available to the Borrower under the Revolving Credit
Commitments; provided that (i) the aggregate principal amount of Swing Line Loans
outstanding at any time shall not exceed the Swing Line Commitment then in effect
(notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with
the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may
exceed the Swing Line Commitment then in effect or such Swing Line Lender’s
Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request, and
the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the
making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit
Commitments would be less than zero. During the Revolving Credit Commitment Period, the
Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in
accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate
Loans only.  




29 









        (b)              The
Borrower shall repay all outstanding Swing Line Loans on the Revolving           Credit
Termination Date.  




    2.7        Procedure
for Swing Line Borrowing; Refunding of Swing Line Loans. (a) The Borrower may borrow
under the Swing Line Commitment on any Business Day during the Revolving Credit
Commitment Period, provided that the Borrower shall give the Swing Line Lender
written notice (which written notice must be received by the Swing Line Lender not later
than 2:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the
amount to be borrowed and (ii) the requested Borrowing Date. Each borrowing under the
Swing Line Commitment shall be in an amount equal to $500,000 or a whole multiple of
$100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the
Borrowing Date specified in the borrowing notice in respect of any Swing Line Loan, the
Swing Line Lender shall make available to the Administrative Agent at the Funding Office
an amount in immediately available funds equal to the amount of such Swing Line Loan. The
Administrative Agent shall make the proceeds of such Swing Line Loan available to the
Borrower on such Borrowing Date in like funds as received by the Administrative Agent.  



        (b)              The
Swing Line Lender, at any time and from time to time in its sole and           absolute
discretion may, on behalf of the Borrower (which hereby irrevocably           directs the
Swing Line Lender to act on its behalf), on one Business Day’s           notice
given by the Swing Line Lender no later than 12:00 noon, New York City           time,
request each Revolving Credit Lender to make, and each Revolving Credit           Lender
hereby agrees to make, a Revolving Credit Loan (which shall initially be           a Base
Rate Loan), in an amount equal to such Revolving Credit Lender’s           Revolving
Credit Percentage of the aggregate amount of the Swing Line Loans (the           “Refunded
Swing Line Loans”) outstanding on the date of such           notice, to repay
the outstanding Swing Line Loans. Each Revolving Credit Lender           shall make the
amount of such Revolving Credit Loan available to the           Administrative Agent at
the Funding Office in immediately available funds, not           later than 10:00 A.M.,
New York City time, one Business Day after the date of           such notice. The
proceeds of such Revolving Credit Loans shall be made           immediately available by
the Administrative Agent to the Swing Line Lender for           application by the Swing
Line Lender to the repayment of the Refunded Swing Line           Loans.  




        (c)              If
prior to the time a Revolving Credit Loan would have otherwise been made
          pursuant to Section 2.7(b), one of the events described in Section 8(f) shall
          have occurred and be continuing with respect to the Borrower, or if for any
          other reason, as determined by the Swing Line Lender in its sole discretion,
          Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each
          Revolving Credit Lender shall, on the date such Revolving Credit Loan was to
          have been made pursuant to the notice referred to in Section 2.7(b) (the
          “Refunding Date”), purchase for cash an undivided
participating           interest in the then outstanding Swing Line Loans by paying to
the Swing Line           Lender an amount (the “Swing Line Participation Amount”)
equal           to (i) such Revolving Credit Lender’s Revolving Credit Percentage times (ii)
the sum of the aggregate principal amount of Swing Line Loans           then outstanding
which were to have been repaid with such Revolving Credit           Loans.  





30 









        (d)              Whenever,
at any time after the Swing Line Lender has received from any           Revolving Credit
Lender such Lender’s Swing Line Participation Amount, the           Swing Line
Lender receives any payment on account of the Swing Line Loans, the           Swing Line
Lender will distribute to such Lender its Swing Line Participation           Amount
(appropriately adjusted, in the case of interest payments, to reflect the
          period of time during which such Lender’s participating interest was
          outstanding and funded and, in the case of principal and interest payments, to
          reflect such Lender’s prorata portion of such payment if
          such payment is not sufficient to pay the principal of and interest on all
Swing           Line Loans then due); provided that in the event that such payment
          received by the Swing Line Lender is required to be returned, such Revolving
          Credit Lender will return to the Swing Line Lender any portion thereof
          previously distributed to it by the Swing Line Lender.  




        (e)              Each
Revolving Credit Lender’s obligation to make the Loans referred to in
          Section 2.7(b) and to purchase participating interests pursuant to Section
          2.7(c) shall be absolute and unconditional and shall not be affected by any
          circumstance, including (i) any setoff, counterclaim, recoupment, defense or
          other right which such Revolving Credit Lender or the Borrower may have against
          the Swing Line Lender, the Borrower or any other Person for any reason
          whatsoever; (ii) the occurrence or continuance of a Default or an Event of
          Default or the failure to satisfy any of the other conditions specified in
          Section 5; (iii) any adverse change in the condition (financial or otherwise)
of           the Borrower; (iv) any breach of this Agreement or any other Loan Document
by           the Borrower, any other Loan Party or any other Revolving Credit Lender; or
(v)           any other circumstance, happening or event whatsoever, whether or not
similar to           any of the foregoing.  




    2.8        Repayment
of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay
to the Administrative Agent for the account of the appropriate Revolving Credit Lender or
the Swing Line Lender and to the Administrative Agent for the account of the appropriate
Tranche B Term Loan Lender, as the case may be, (i) the then unpaid principal amount of
each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit
Termination Date (or on such earlier date on which the Loans become due and payable
pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of
such Swing Line Lender on the Revolving Credit Termination Date (or on any earlier date
on which the Loans become due and payable pursuant to Section 8) and (iii) the principal
amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments
according to the amortization schedule set forth in Section 2.3 (or on such earlier date
on which the Loans become due and payable pursuant to Section 8). The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the Loans from time to
time outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in Section 2.15.  



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





31 









        (c)              The
Administrative Agent, on behalf of the Borrower, shall maintain the Register
          pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which
          shall be recorded (i) the amount of each Loan made hereunder and any Note
          evidencing such Loan, the Type of such Loan and each Interest Period applicable
          thereto, (ii) the amount of any principal or interest due and payable or to
          become due and payable from the Borrower to each Lender hereunder and (iii)
both           the amount of any sum received by the Administrative Agent hereunder from
the           Borrower and each Lender’s share thereof.  




        (d)              The
entries made in the Register and the accounts of each Lender maintained
          pursuant to Section 2.8(b) shall, to the extent permitted by applicable law, be
primafacie evidence of the existence and amounts of the
          obligations of the Borrower therein recorded; provided that the failure
          of any Lender or the Administrative Agent to maintain the Register or any such
          account, or any error therein, shall not in any manner affect the obligation of
          the Borrower to repay (with applicable interest) the Loans made to the Borrower
          by such Lender in accordance with the terms of this Agreement.  




        (e)              The
Borrower agrees that, upon the request to the Administrative Agent by any
          Lender, the Borrower will promptly execute and deliver to such Lender a
          promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving
          Credit Loans or Swing Line Loans, as the case may be, of such Lender,
          substantially in the forms of Exhibit F-1, F-2 or F-3, respectively (a
          “Term Note”, “Revolving Credit Note” or
          “Swing Line Note”, respectively), with appropriate insertions
          as to date and principal amount; provided that delivery of Notes shall
          not be a condition precedent to the occurrence of the Closing Date or the
making           of the Loans on the Closing Date and the obligations of the Borrower in
respect           of each Loan shall be enforceable in accordance with the provisions of
the Loan           Documents whether or not evidenced by any Note.  




    2.9        Commitment
Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account
of each Revolving Credit Lender a commitment fee for the period from and including the
Closing Date to the last day of the Revolving Credit Commitment Period, computed at the
Commitment Fee Rate on the average daily amount of the Available Revolving Credit
Commitment of such Lender during the period for which payment is made, payable quarterly
in arrears on the last day of each March, June, September and December and on the
Revolving Credit Termination Date, commencing on the first of such dates to occur after
the date hereof.  



        (b)              The
Borrower agrees to pay to each of the Arrangers the fees in the amounts and           on
the dates agreed to in the Fee Letter.  




        (c)              The
Borrower agrees to pay to the Agents the fees in the amounts and on the           dates
agreed to in the Fee Letter.  




    2.10        Termination
or Reduction of Revolving Credit Commitments. The Borrower shall have the right, upon
not less than three Business Days’ notice to the Administrative Agent, to terminate
the Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of
the Revolving Credit Commitments; provided that no such termination or reduction
of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to
any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective
date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving
Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a
whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments
then in effect.  




32 









    2.11        Optional
Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans,
in whole or in part, without premium or penalty (except as otherwise provided herein),
upon irrevocable notice delivered to the Administrative Agent at least three Business
Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior
thereto in the case of Base Rate Loans, which notice shall specify the date and amount of
such prepayment, whether such prepayment is of Tranche B Term Loans or Revolving Credit
Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided that
(i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to
Section 2.21 and (ii) same day notice is required for the prepayment of Swing Line Loans.  



        (b)              Upon
receipt of any notice pursuant to clause (a) above, the Administrative           Agent
shall promptly notify each relevant Lender thereof. If any such notice is
          given, the amount specified in such notice shall be due and payable on the date
          specified therein, together with (except in the case of Revolving Credit Loans
          that are Base Rate Loans and Swing Line Loans) accrued interest to such date on
          the amount prepaid. Partial prepayments of Tranche B Term Loans and Revolving
          Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole
          multiple thereof. Partial prepayments of Swing Line Loans shall be in an
          aggregate principal amount of $100,000 or a whole multiple thereof.  




        (c)              Any
reduction of the Revolving Credit Commitments shall be accompanied by
          prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent,
          if any, that the Total Revolving Extensions of Credit exceed the amount of the
          Total Revolving Credit Commitments as so reduced, provided that if the
          aggregate principal amount of Revolving Credit Loans and Swing Line Loans then
          outstanding is less than the amount of such excess (because L/C Obligations
          constitute a portion thereof), the Borrower shall, to the extent of the balance
          of such excess, replace outstanding Letters of Credit and/or deposit an amount
          in cash in a cash collateral account established with the Administrative Agent
          for the benefit of the Secured Parties on terms and conditions satisfactory to
          the Administrative Agent.  




    2.12        Mandatory
Prepayments . (a) Unless the Required Prepayment Lenders shall otherwise agree, if
any Capital Stock shall be issued, or Indebtedness incurred, by the Borrower or any of
its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2),
then on the date of such issuance or incurrence, the Tranche B Term Loans shall be
prepaid by an amount equal to (i) in the case of Capital Stock issuance (other than as a
result of exercise of stock options pursuant to the Company’s stock option plans and
severance plans), 50% of the Net Cash Proceeds of such issuance or (ii) in the case of
Indebtedness incurrence, 100% of the Net Cash Proceed of such incurrence, as the case may
be, as set forth in Section 2.12(d). The provisions of this Section do not constitute a
consent to the issuance of any equity securities by any entity whose equity securities
are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the
incurrence of any Indebtedness by the Borrower or any of its Subsidiaries.  




33 









        (b)              Unless
the Required Prepayment Lenders shall otherwise agree, if on any date the
          Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any
          Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment
          Notice shall be delivered in respect thereof, on the date of receipt by the
          Borrower of such Net Cash Proceeds, the Tranche B Term Loans shall be prepaid
by           an amount equal to the amount of such Net Cash Proceeds, as set forth in
Section           2.12(d); provided that, notwithstanding the foregoing, on each
          Reinvestment Prepayment Date the Tranche B Term Loans shall be prepaid by an
          amount equal to the Reinvestment Prepayment Amount with respect to the relevant
          Reinvestment Event, as set forth in Section 2.12(d). The provisions of this
          Section do not constitute a consent to the consummation of any Disposition not
          permitted by Section 7.5.  




        (c)              Unless
the Required Prepayment Lenders shall otherwise agree, if, for any fiscal           year
of the Borrower commencing with the fiscal year ending December 31, 2007,           there
shall be Excess Cash Flow, then, on the relevant Excess Cash Flow           Application
Date, the Tranche B Term Loans shall be prepaid by an amount equal           to the ECF
Percentage of such Excess Cash Flow, as set forth in Section 2.12(d).           Each such
prepayment shall be made on a date (an “Excess Cash Flow           Application
Date”) no later than five days after the earlier of (i) the           date on
which the financial statements of the Borrower referred to in Section           6.2(a),
for the fiscal year with respect to which such prepayment is made, are           required
to be delivered to the Lenders and (ii) the date such financial           statements are
actually delivered.  




        (d)              Amounts
to be applied in connection with prepayments made pursuant to this           Section 2.12
shall be applied to the prepayment of the Tranche B Term Loans.  




    2.13        Conversion
and Continuation Options. (a) The Borrower may elect from time to time to convert
Eurodollar Loans to Base Rate Loans by giving the Administrative Agent at least two
Business Days’ prior irrevocable notice of such election, provided that any
such conversion of Eurodollar Loans may be made only on the last day of an Interest
Period with respect thereto. The Borrower may elect from time to time to convert Base
Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business
Days’ prior irrevocable notice of such election (which notice shall specify the
length of the initial Interest Period therefor), provided that no Base Rate Loan
under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of
Default has occurred and is continuing and the Administrative Agent has, or the Majority
Facility Lenders in respect of such Facility have, determined in its or their sole
discretion not to permit such conversions or (ii) after the date that is one month prior
to the final scheduled termination or maturity date of such Facility. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  




34 









        (b)              The
Borrower may elect to continue any Eurodollar Loan as such upon the           expiration
of the then current Interest Period with respect thereto by giving           irrevocable
notice to the Administrative Agent, in accordance with the           applicable
provisions of the term “Interest Period” set forth in           Section 1.1, of
the length of the next Interest Period to be applicable to such           Loans, provided that
no Eurodollar Loan under a particular Facility may           be continued as such (i)
when any Event of Default has occurred and is           continuing and the Administrative
Agent has, or the Majority Facility Lenders in           respect of such Facility have,
determined in its or their sole discretion not to           permit such continuations or
(ii) after the date that is one month prior to the           final scheduled termination
or maturity date of such Facility, and provided, further, that if the
Borrower shall fail to give any           required notice as described above in this
paragraph or if such continuation is           not permitted pursuant to the preceding
proviso, such Loans shall be converted           automatically to Base Rate Loans on the
last day of such then expiring Interest           Period. Upon receipt of any such notice
the Administrative Agent shall promptly           notify each relevant Lender thereof.  




    2.14        Minimum
Amounts and Maximum Number of Eurodollar Tranches. Notwithstanding anything to the
contrary in this Agreement, all borrowings, conversions, continuations and optional
prepayments of Eurodollar Loans and all selections of Interest Periods shall be in such
amounts and be made pursuant to such elections so that, (a) after giving effect thereto,
the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche
shall be equal to $1,000,000 or a whole multiple thereof and (b) no more than ten
Eurodollar Tranches shall be outstanding at any one time.  



    2.15        Interest
Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin in effect for such
day.  



        (b)              Each
Base Rate Loan shall bear interest for each day on which it is outstanding           at a
rate per annum equal to the Base Rate in effect for such day plus the
          Applicable Margin in effect for such day.  




        (c)              (i)    
If all or a portion of the principal amount of any Loan or Reimbursement
          Obligation shall not be paid when due (whether at the stated maturity, by
          acceleration or otherwise), all outstanding Loans and Reimbursement Obligations
          (whether or not overdue) (to the extent legally permitted) shall bear interest
          at a rate per annum that is equal to (x) in the case of the Loans, the rate
that           would otherwise be applicable thereto pursuant to the foregoing provisions
of           this Section plus 2% or (y) in the case of Reimbursement Obligations, the
rate           applicable to Base Rate Loans under the Revolving Credit Facility plus 2%,
and           (ii) if all or a portion of any interest payable on any Loan or
Reimbursement           Obligation or any commitment fee or other amount payable
hereunder shall not be           paid when due (whether at the stated maturity, by
acceleration or otherwise),           such overdue amount shall bear interest at a rate
per annum equal to the rate           then applicable to Base Rate Loans under the
relevant Facility plus 2% (or, in           the case of any such other amounts that do
not relate to a particular Facility,           the rate then applicable to Base Rate
Loans under the Revolving Credit Facility           plus 2%), in each case, with respect
to clauses (i) and (ii) above, from the           date of such non payment until such
amount is paid in full (after as well as           before judgment).  





35 









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




    2.16        Computation
of Interest and Fees. (a) Interest, fees, commissions payable pursuant hereto shall
be calculated on the basis of a 360-day year for the actual days elapsed, except that,
with respect to Base Rate Loans on which interest is calculated on the basis of the Prime
Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent shall as soon
as practicable notify the Borrower and the relevant Lenders of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the
Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the
opening of business on the day on which such change becomes effective. The Administrative
Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the
effective date and the amount of each such change in interest rate.  



        (b)              Each
determination of an interest rate by the Administrative Agent pursuant to           any
provision of this Agreement shall be conclusive and binding on the Borrower           and
the Lenders in the absence of manifest error. The Administrative Agent           shall,
at the request of the Borrower, deliver to the Borrower a statement           showing the
quotations used by the Administrative Agent in determining any           interest rate
pursuant to Section 2.15(a).  




    2.17        Inability
to Determine Interest Rate.  If prior to the first day of any Interest Period: 



        (a)              the
Administrative Agent shall have determined (which determination shall be
          conclusive and binding upon the Borrower) that, by reason of circumstances
          affecting the relevant market, adequate and reasonable means do not exist for
          ascertaining the Eurodollar Rate for such Interest Period, or  




        (b)              the
Administrative Agent shall have received notice from the Majority Facility
          Lenders in respect of the relevant Facility that the Eurodollar Rate determined
          or to be determined for such Interest Period will not adequately and fairly
          reflect the cost to such Lenders (as conclusively certified by such Lenders) of
          making or maintaining their affected Loans during such Interest Period,  




36 










the Administrative Agent shall give
telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as
practicable thereafter. If such notice is given (x) any Eurodollar Loans under the
relevant Facility requested to be made on the first day of such Interest Period shall be
made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be continued
as Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility
shall be converted, on the last day of the then current Interest Period with respect
thereto, to Base Rate Loans. Until such notice has been withdrawn by the Administrative
Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued
as such, nor shall the Borrower have the right to convert Loans under the relevant
Facility to Eurodollar Loans. 



    2.18        Pro
Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders
hereunder, each payment by the Borrower on account of any commitment fee or Letter of
Credit fee, and any reduction of the Commitments of the Lenders, shall be made prorataaccording
to the respective Tranche B Term Loan Percentages or Revolving Credit Percentages, as the
case may be, of the relevant Lenders. Each payment (other than prepayments) in respect of
principal or interest in respect of the Tranche B Term Loans and each payment in respect
of fees or expenses payable hereunder shall be applied to the amounts of such obligations
owing to the Lenders prorata according to the respective amounts then due
and owing to the Lenders.  



        (b)              Each
payment (including each prepayment) of the Tranche B Term Loans outstanding
          shall be allocated among the Tranche B Term Loan Lenders holding Tranche B Term
          Loans prorata based on the principal amount of the Tranche B Term
          Loans held by such Tranche B Term Loan Lenders and shall (i) in the case of
          optional prepayment pursuant to Section 2.11 shall be applied to the remaining
          outstanding principal amount of such installments as requested by the Borrower
          and (ii) in the case of mandatory prepayment pursuant to Section 2.12 shall be
          applied, first, to the remaining installments due within the 24 months
          immediately following the date of such prepayment in the direct order of
          maturity of such installments and, second, prorata based
          on the remaining outstanding principal amount of such installments. Amounts
          prepaid on account of the Tranche B Term Loans may not be reborrowed.  




        (c)              Each
payment (including each prepayment) by the Borrower on account of principal           of
and interest on the Revolving Credit Loans shall be made prorata according
to the respective outstanding principal amounts of the           Revolving Credit Loans
then held by the Revolving Credit Lenders. Each payment           in respect of
Reimbursement Obligations in respect of any Letter of Credit shall           be made to
the Issuing Lender that issued such Letters of Credit.  




        (d)              The
application of any payment of Loans under any Facility (including optional           and
mandatory prepayments) shall be made, first, to Base Rate Loans under
          such Facility and, second, to Eurodollar Loans under such Facility. Each
          payment of the Loans (except in the case of Swing Line Loans and Revolving
          Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest
          to the date of such payment on the amount paid.  




37 










        (e)              All
payments (including prepayments) to be made by the Borrower hereunder,           whether
on account of principal, interest, fees or otherwise, shall be made           without
setoff or counterclaim and shall be made prior to 12:00 noon, New York           City
time, on the due date thereof to the Administrative Agent, for the account           of
the relevant Lenders, at the Payment Office, in Dollars and in immediately
          available funds. Any payment made by the Borrower after 12:00 noon, New York
          City time, on any Business Day shall be deemed to have been on the next
          following Business Day. The Administrative Agent shall distribute such payments
          to the Lenders promptly upon receipt in like funds as received. If any payment
          hereunder (other than payments on the Eurodollar Loans) becomes due and payable
          on a day other than a Business Day, such payment shall be extended to the next
          succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
          payable on a day other than a Business Day, the maturity thereof shall be
          extended to the next succeeding Business Day unless the result of such
extension           would be to extend such payment into another calendar month, in which
event such           payment shall be made on the immediately preceding Business Day. In
the case of           any extension of any payment of principal pursuant to the preceding
two           sentences, interest thereon shall be payable at the then applicable rate
during           such extension.  




        (f)              Unless
the Administrative Agent shall have been notified in writing by any           Lender
prior to a borrowing that such Lender will not make the amount that would
          constitute its share of such borrowing available to the Administrative Agent,
          the Administrative Agent may assume that such Lender is making such amount
          available to the Administrative Agent, and the Administrative Agent may, in
          reliance upon such assumption, make available to the Borrower a corresponding
          amount. If such amount is not made available to the Administrative Agent by the
          required time on the Borrowing Date therefor, such Lender shall pay to the
          Administrative Agent, on demand, such amount with interest thereon at a rate
          equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate
          determined by the Administrative Agent in accordance with banking industry
rules           on interbank compensation, for the period until such Lender makes such
amount           immediately available to the Administrative Agent. A certificate of the
          Administrative Agent submitted to any Lender with respect to any amounts owing
          under this paragraph shall be conclusive in the absence of manifest error. If
          such Lender’s share of such borrowing is not made available to the
          Administrative Agent by such Lender within three Business Days after such
          Borrowing Date, the Administrative Agent shall also be entitled to recover such
          amount with interest thereon at the rate per annum applicable to Base Rate
Loans           under the relevant Facility, on demand, from the Borrower.  




        (g)              Unless
the Administrative Agent shall have been notified in writing by the           Borrower
prior to the date of any payment due to be made by the Borrower           hereunder that
the Borrower will not make such payment to the Administrative           Agent, the
Administrative Agent may assume that the Borrower is making such           payment, and
the Administrative Agent may, but shall not be required to, in           reliance upon
such assumption, make available to the Lenders their respective prorata shares
of a corresponding amount. If such payment is not           made to the Administrative
Agent by the Borrower within three Business Days           after such due date, the
Administrative Agent shall be entitled to recover, on           demand, from each Lender
to which any amount which was made available pursuant           to the preceding
sentence, such amount with interest thereon at the rate per           annum equal to the
daily average Federal Funds Effective Rate. Nothing herein           shall be deemed to
limit the rights of the Administrative Agent or any Lender           against the
Borrower.  




38 










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



	 	
(i)    
                     shall subject any Lender to any tax of any kind whatsoever with
respect to this                     Agreement, any Letter of Credit, any Application or
any Eurodollar Loan made by                     it, or change the basis of taxation of
payments to such Lender in respect                     thereof (except for Non-Excluded
Taxes covered by Section 2.20 and changes in                     the rate of tax on the
overall net income of such Lender);  






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






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






and the result of any of the
foregoing is to increase the cost to such Lender, by an amount which such Lender deems to
be material, of making, converting into, continuing or maintaining Eurodollar Loans or
issuing or participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such Lender on an
after-tax basis for such increased cost or reduced amount receivable. If any Lender
becomes entitled to claim any additional amounts pursuant to this Section, it shall
promptly notify the Borrower (with a copy to the Administrative Agent) of the event by
reason of which it has become so entitled. 



        (b)              If
any Lender shall have determined that the adoption of or any change in any
          Requirement of Law regarding capital adequacy or in the interpretation or
          application thereof or compliance by such Lender or any corporation controlling
          such Lender with any request or directive regarding capital adequacy (whether
or           not having the force of law) from any Governmental Authority made subsequent
to           the date hereof shall have the effect of reducing the rate of return on such
          Lender’s or such corporation’s capital as a consequence of its
          obligations hereunder or under or in respect of any Letter of Credit to a level
          below that which such Lender or such corporation could have achieved but for
          such adoption, change or compliance (taking into consideration such
          Lender’s or such corporation’s policies with respect to capital
          adequacy) by an amount deemed by such Lender to be material, then from time to
          time, after submission by such Lender to the Borrower (with a copy to the
          Administrative Agent) of a written request therefor, the Borrower shall pay to
          such Lender such additional amount or amounts as will compensate such Lender or
          such corporation for such reduction on an after-tax basis; provided that
          the Borrower shall not be required to compensate a Lender pursuant to this
          Section 2.19 for any amounts incurred more than six months prior to the date
          that such Lender notifies the Borrower of such Lender’s intention to claim
          compensation therefor; and provided, further, that, if the
          circumstances giving rise to such claim have a retroactive effect, then such
          six-month period shall be extended to include the period of such retroactive
          effect.  




39 










        (c)              A
certificate as to any additional amounts payable pursuant to this Section
          submitted by any Lender to the Borrower (with a copy to the Administrative
          Agent) shall be conclusive in the absence of manifest error. The obligations of
          the Borrower pursuant to this Section shall survive the termination of this
          Agreement and the payment of the Loans and all other amounts payable hereunder.  




    2.20        Taxes. 



        (a)              Except
as compelled by law, all payments made by the Borrower or any Guarantor           under
this Agreement or any other Loan Document shall be made free and clear of,           and
without deduction or withholding for or on account of, any present or future
          income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions           or withholdings, now or hereafter imposed, levied, collected,
withheld or           assessed by any Governmental Authority, excluding taxes imposed on
the           Administrative Agent, either of the Arrangers, the Syndication Agent,
either of           the Documentation Agents, any Transferee, or any Lender as a result
of a present           or former connection between the Administrative Agent, either of
the Arrangers,           the Syndication Agent, either of the Documentation Agents, any
Transferee, or           Lender, or (in the event that the recipient of the payment is a
partnership,           trust, estate, or any other person that is treated for purposes of
such tax as           not being the person to whom the payment is attributable) a member,
beneficiary,           or fiduciary of such recipient, or any other person to whom the
payment is so           attributable, as applicable, and the jurisdiction of the
Governmental Authority           imposing such tax or any political subdivision or taxing
authority thereof or           therein (other than any such connection arising solely
from such           recipient’s having executed, delivered or performed its
obligations or           received a payment under, or enforced, this Agreement or any
other Loan           Document). If any such non-excluded taxes, levies, imposts, duties,
charges,           fees, deductions or withholdings (“Non-Excluded Taxes”)
or any           Other Taxes are required to be withheld from any amounts payable under
this           Agreement or any other Loan Document, the amounts so payable to such Agent
or           such Lender shall be increased to the extent necessary to yield to the
recipient           (after payment of all Non-Excluded Taxes and Other Taxes) interest or
any such           other amounts payable hereunder at the rates or in the amounts
specified in this           Agreement; provided that the Borrower or any Guarantor
shall not be           required to increase any such amounts by reason of any
Non-Excluded Taxes (i)           that are attributable to the failure of a Lender or
Transferee to comply with           the requirements of paragraph (d) or (e) of this
Section or (ii) that are United           States withholding taxes that would have been
imposed if amounts had been           payable under this Agreement or any other Loan
Document to a Lender or           Transferee at the time such Lender or Transferee
becomes a party to this           Agreement or such other Loan Document, except to the
extent that such           Lender’s or Transferee’s assignor (if any) was
entitled, at the time           of assignment, to receive additional amounts from the
Borrower with respect to           such Non-Excluded Taxes pursuant to this paragraph
(a).  




40 










        (b)              In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
          Authority in accordance with applicable law.  




        (c)              Whenever
any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as           promptly
as possible thereafter the Borrower shall send to the Administrative           Agent for
the account of the relevant Agent or Lender, as the case may be, a           certified
copy of an original official receipt received by the Borrower showing           payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes or Other           Taxes
when due to the appropriate taxing authority or fails to remit to the
          Administrative Agent the required receipts or other required documentary
          evidence, the Borrower shall indemnify each Arranger, the Administrative Agent
          and the Lenders for any incremental taxes, interest or penalties that may
become           payable by any Agent or any Lender as a result of any such failure. The
          agreements in this Section shall survive the termination of this Agreement and
          the payment of the Loans and all other amounts payable hereunder.  




        (d)              Each
Lender (or Transferee) that is not a U.S. Person (a “Non U.S.           Lender”)
shall deliver to the Borrower and the Administrative Agent           (or, in the case of
a Participant, to the Lender from which the related           participation shall have
been purchased) two copies of (i) Form W-8ECI (claiming           exemption from U.S.
withholding tax because the income is effectively connected           with a U.S. trade
or business) or any successor form, (ii) Form W-8BEN (claiming           exemption from,
or a reduction of, U.S. withholding tax under an income tax           treaty) or any
successor form, (iii) in the case of a Non-U.S. Lender claiming           exemption under
Sections 871(h) or 881(c) of the Code, a Form W-8BEN (claiming           exemption from
U.S. withholding tax under the portfolio interest exemption) or           any successor
form, together with a certification that the Non-U.S. Lender is           not a bank
described in section 881(c)(3)(A) of the Code, (iv) in the case of a           Non-U.S.
Lender not acting for its own account with respect to any portion of           any sums
paid to such Non-U.S. Lender (for example, in the case of a typical
          participation), with respect to U.S. withholding tax applicable to such
Non-U.S.           Lender, a Form W-8IMY and any withholding statements and other
supplementary           documentation required under applicable U.S. Treasury Regulations
or (v) any           other applicable form, certificate or document prescribed by the IRS
certifying           as to such Non-U.S. Lender’s entitlement to such exemption from
U.S.           withholding tax or reduced rate with respect to all payments to be made to
such           Non-U.S. Lender under the Loan Documents. Such forms shall be delivered by
each           Non-U.S. Lender on or before the date it becomes a party to this Agreement
(or,           in the case of any Participant, on or before the date such Participant
purchases           the related participation). In addition, each Non-U.S. Lender shall
deliver such           forms promptly upon the obsolescence or invalidity of any form
previously           delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall
promptly notify           the Borrower at any time it determines that it is no longer in
a position to           provide any previously delivered certificate to the Borrower (or
any other form           of certification adopted by the U.S. taxing authorities for such
purpose).           Notwithstanding any other provision of this paragraph, a Non-U.S.
Lender that           delivers a form pursuant to this paragraph on or before the date it
becomes a           party to this Agreement (or, in the case of any Participant, on or
before the           date such Participant purchases the related participation) shall,
upon the           obsolescence or invalidity of such form, not be required to deliver a
          replacement form pursuant to this paragraph, if such Non-U.S. Lender is not
          legally able to deliver such replacement form; provided that if the
          inability to deliver such form is attributable to any reason other than a
change           in a law, treaty, rule, or regulation, then the Borrower shall not be
required           to pay any additional amounts to the Non-U.S. Lender under paragraph
(a) of this           Section.  




41 










        (e)              A
Lender that is entitled to an exemption from or reduction of non-U.S.
          withholding tax under the law of the jurisdiction in which the Borrower or any
          Guarantor is located, or any treaty to which such jurisdiction is a party, with
          respect to payments under this Agreement shall deliver to the Borrower or
          Guarantor (with a copy to the Administrative Agent), at the time or times
          prescribed by applicable law and reasonably requested by the Borrower or
          Guarantor, 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, provided that such Lender is legally entitled to
          complete, execute and deliver such documentation and in such Lender’s
          reasonable judgment such completion, execution or submission would not
          materially prejudice the legal position of such Lender.  




    2.21        Indemnity.
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from,
any loss or expense that such Lender may sustain or incur as a consequence of (a) default
by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar
Loans after the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any prepayment after
the Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment or conversion of Eurodollar Loans on a day
that is not the last day of an Interest Period with respect thereto. Such indemnification
may include an amount equal to the excess, if any, of (i) the amount of interest that
would have accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided for
herein (excluding, however, the Applicable Margin included therein, if any) over(ii)
the amount of interest (as reasonably determined by such Lender) that would have accrued
to such Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank Eurodollar market. A certificate as to any amounts
payable pursuant to this Section submitted to the Borrower by any Lender shall be
conclusive in the absence of manifest error. This covenant shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable hereunder.  



    2.22        Illegality.
Notwithstanding any other provision herein, if the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof shall make it unlawful
for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement,
(a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar
Loans as such and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled
and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the then
current Interest Periods with respect to such Loans or within such earlier period as
required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not
the last day of the then current Interest Period with respect thereto, the Borrower shall
pay to such Lender such amounts, if any, as may be required pursuant to Section 2.21.  



42 










    2.23        Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving
rise to the operation of Section 2.19, 2.20(a) or 2.22 with respect to such Lender, it
will, if requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans affected
by such event with the object of avoiding the consequences of such event; provided that
such designation is made on terms that, in the sole judgment of such Lender, cause such
Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage,
and provided, further, that nothing in this Section shall affect or
postpone any of the obligations of any Borrower or the rights of any Lender pursuant to
Section 2.19, 2.20(a) or 2.22.  



    2.24        Replacement
of Lenders under Certain Circumstances. The Borrower shall be permitted to replace
any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.19 or
2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) defaults in its
obligation to make Loans hereunder, with a replacement financial institution; provided that
(i) such replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement, (iii)
prior to any such replacement, such Lender shall have taken no action under Section 2.23
so as to eliminate the continued need for payment of amounts owing pursuant to Section
2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality
given pursuant to Section 2.22, (iv) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior
to the date of replacement, (v) the Borrower shall be liable to such replaced Lender
under Section 2.21 (as though Section 2.21 were applicable) if any Eurodollar Loan owing
to such replaced Lender shall be purchased other than on the last day of the Interest
Period relating thereto, (vi) the replacement financial institution, if not already a
Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced
Lender shall be obligated to make such replacement in accordance with the provisions of
Section 10.6 (providedthat the Borrower shall be obligated to pay the registration
and processing fee referred to therein), (viii) the Borrower shall pay all additional
amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may be, in
respect of any period prior to the date on which such replacement shall be consummated,
and (ix) any such replacement shall not be deemed to be a waiver of any rights that the
Borrower, the Administrative Agent or any other Lender shall have against the replaced
Lender.  



SECTION 3.
                                           LETTERS OF CREDIT 




43 









    3.1        L/C
Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the
Existing Letters of Credit which, from and after the Closing Date, shall constitute
Letter of Credit hereunder. Subject to the terms and conditions hereof, each Issuing
Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in
Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and
after the Closing Date pursuant to this Section 3, together with the Existing Letters of
Credit, collectively, the “Letters of Credit”) for the account of the Borrower
on any Business Day during the Revolving Credit Commitment Period in such form as may be
approved from time to time by such Issuing Lender; provided that no Issuing Lender
shall have any obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate
amount of the Available Revolving Credit Commitments would be less than zero. Each Letter
of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier
of (x) the first anniversary of its date of issuance and (y) the date which is five
Business Days prior to the Revolving Credit Termination Date; provided that any
Letter of Credit with a one-year term may provide for the renewal thereof for additional
one-year periods (which shall in no event extend beyond the date referred to in clause
(y) above).  



        (b)              No
Issuing Lender shall at any time be obligated to issue any Letter of Credit
          hereunder if such issuance would conflict with, or cause such Issuing Lender or
          any L/C Participant to exceed any limits imposed by, any applicable Requirement
          of Law.  




    3.2        Procedure
for Issuance of Letter of Credit. The Borrower may from time to time request that an
Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender, with a copy
to the Administrative Agent, at its address for notices specified herein an Application
therefor, completed to the satisfaction of such Issuing Lender, and such other
certificates, documents and other papers and information as such Issuing Lender may
request. Upon receipt of any Application, an Issuing Lender will process such Application
and the certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall promptly issue
the Letter of Credit requested thereby by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and
the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of
Credit earlier than three Business Days after its receipt of the Application therefor and
all such other certificates, documents and other papers and information relating
thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such
Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower and the
Administrative Agent. Each Issuing Lender shall promptly give notice to the
Administrative Agent of the issuance of each Letter of Credit issued by such Issuing
Lender (including the amount thereof).  



    3.3        Fees
and Other Charges. (a) The Borrower will pay a fee on the aggregate face amount of
all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then
in effect with respect to Eurodollar Loans under the Revolving Credit Facility, shared
ratably among the Revolving Credit Lenders in accordance with their respective Revolving
Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after
the issuance date of such Letter of Credit. In addition, the Borrower shall pay to the
relevant Issuing Lender for its own account a fronting fee on the aggregate drawable
amount of all outstanding Letters of Credit issued by it of 1/4 of 1% per annum, payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter
of Credit.  



44 










        (b)              In
addition to the foregoing fees, the Borrower shall pay or reimburse each
          Issuing Lender for such normal and customary costs and expenses as are incurred
          or charged by such Issuing Lender in issuing, negotiating, effecting payment
          under, amending or otherwise administering any Letter of Credit.  




    3.4        L/C
Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants
to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby
accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter
stated, for such L/C Participant’s own account and risk, an undivided interest equal
to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s
obligations and rights under each Letter of Credit issued by such Issuing Lender
hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C
Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a
draft is paid under any Letter of Credit issued by such Issuing Lender for which such
Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of
this Agreement, such L/C Participant shall pay to such Issuing Lender, regardless of the
occurrence or continuance of a Default or Event of Default or the failure to satisfy any
of the other conditions specified in Section 5, upon demand at the Administrative Agent’s
address for notices specified herein (and thereafter, the Administrative Agent shall
promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s
Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not
so reimbursed.  



        (b)              If
any amount required to be paid by any L/C Participant to an Issuing Lender
          pursuant to Section 3.4(a) in respect of any unreimbursed portion of any
payment           made by such Issuing Lender under any Letter of Credit is paid to such
Issuing           Lender within three Business Days after the date such payment is due,
the           Issuing Lender shall so notify the Administrative Agent, who shall promptly
          notify the L/C Participants and each such L/C Participant shall pay to the
          Administrative Agent, for the account of the Issuing Lender on demand (and
          thereafter the Administrative Agent shall promptly pay to the Issuing Lender)
an           amount equal to the product of (i) such amount, times (ii) the daily average
          Federal Funds Effective Rate during the period from and including the date such
          payment is required to the date on which such payment is immediately available
          to such Issuing Lender, times (iii) a fraction the numerator of which is the
          number of days that elapse during such period and the denominator of which is
          360. If any such amount required to be paid by any L/C Participant pursuant to
          Section 3.4(a) is not made available to the Administrative Agent, for the
          account of such Issuing Lender by such L/C Participant within three Business
          Days after the date such payment is due, the Administrative Agent, on behalf of
          such Issuing Lender shall be entitled to recover from such L/C Participant, on
          demand, such amount with interest thereon calculated from such due date at the
          rate per annum applicable to Base Rate Loans under the Revolving Credit
          Facility. A certificate of the Administrative Agent on behalf of such Issuing
          Lender submitted to any L/C Participant with respect to any such amounts owing
          under this Section shall be conclusive in the absence of manifest error.  




45 










        (c)              Whenever,
at any time after an Issuing Lender has made payment under any Letter           of Credit
and has received from the Administrative Agent any L/C           Participant’s prorata share
of such payment in accordance           with Section 3.4(a), such Issuing Lender receives
any payment related to such           Letter of Credit (whether directly from the
Borrower or otherwise, including           proceeds of collateral applied thereto by such
Issuing Lender), or any payment           of interest on account thereof, such Issuing
Lender will distribute to the           Administrative Agent for the account of such L/C
Participant (and thereafter,           the Administrative Agent will promptly distribute
to such L/C Participant) its prorata share thereof; provided, that
in the event that           any such payment received by such Issuing Lender shall be
required to be           returned by such Issuing Lender, such L/C Participant shall
return to the           Administrative Agent for the account of such Issuing Lender the
portion thereof           previously distributed by such Issuing Lender to it.  




    3.5        Reimbursement
Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender, on
each date on which such Issuing Lender notifies the Borrower of the date and amount of a
draft presented under any Letter of Credit and paid by such Issuing Lender, for the
amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or
expenses incurred by such Issuing Lender in connection with such payment (the amounts
described in the foregoing clauses (a) and (b) in respect of any drawing, collectively,
the “Payment Amount”). Each such payment shall be made to such Issuing
Lender at its address for notices specified herein in lawful money of the United States
of America and in immediately available funds. Interest shall be payable on each Payment
Amount from the date of the applicable drawing until payment in full at the rate set
forth in (i) until the second Business Day following the date of the applicable drawing,
Section 2.15(b) and (ii) thereafter, Section 2.15(c). Each drawing under any Letter of
Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f)
shall have occurred and be continuing with respect to the Borrower, in which case the
procedures specified in Section 3.4 for funding by L/C Participants shall apply)
constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant
to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the
Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing
Line Loans) in the amount of such drawing. The Borrowing Date with respect to such
borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if
applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable,
Section 2.7), if the Administrative Agent had received a notice of such borrowing at the
time the Administrative Agent receives notice from the relevant Issuing Lender of such
drawing under such Letter of Credit.  



    3.6        Obligations
Absolute. The Borrower’s obligations under this Section 3 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower may have or has had against any
Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower
also agrees with each Issuing Lender that such Issuing Lender shall not be responsible
for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of
any Letter of Credit or any other party to which such Letter of Credit may be transferred
or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit
or any such transferee. No Issuing Lender shall be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with any Letter of Credit, except for errors or
omissions judicially determined to have resulted from the gross negligence or willful
misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted
by an Issuing Lender under or in connection with any Letter of Credit issued by it or the
related drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards or care specified in the UCC, shall be
binding on the Borrower and shall not result in any liability of such Issuing Lender to
the Borrower.  




46 









    3.7        Letter
of Credit Payments. If any draft shall be presented for payment under any Letter of
Credit, the relevant Issuing Lender shall promptly notify the Administrative Agent and
Borrower of the date and amount thereof. The responsibility of the relevant Issuing
Lender to the Borrower in connection with any draft presented for payment under any
Letter of Credit, in addition to any payment obligation expressly provided for in such
Letter of Credit issued by such Issuing Lender, shall be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in connection with
such presentment appear on their face to be in conformity with such Letter of Credit.  



    3.8        Applications.
To the extent that any provision of any Application related to any Letter of Credit is
inconsistent with the provisions of this Section 3, the provisions of this Section 3
shall apply.  



SECTION 4.
                                     REPRESENTATIONS AND WARRANTIES 



        To
induce the Arrangers, the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans and any extensions of credit and issue or participate in
the Letters of Credit, the Borrower hereby represents and warrants to each Arranger, the
Administrative Agent and each Lender that: 



    4.1        Financial
Condition. (a) The unaudited proforma consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at March 31, 2006 (including the notes
thereto) (the “Pro Forma Balance Sheet”), copies of which have
heretofore been furnished to each Lender, has been prepared giving effect (as if such
events had occurred on such date) to (i) the Loans to be made, the Senior Notes to be
issued and the Equity Financing to be consummated on the Closing Date and the use of
proceeds thereof and (ii) the payment of fees and expenses in connection with the
foregoing. The Pro Forma Balance Sheet has been prepared based on the best information
available to the Borrower as of the date of delivery thereof, and presents fairly on a proforma basis
the estimated financial position of the Borrower and its consolidated Subsidiaries as at
March 31, 2006, assuming that the events specified in the preceding sentence had actually
occurred at such date.  




47 









        (b)              The
audited consolidated balance sheets of the Borrower and its consolidated
          Subsidiaries as at December 31, 2005, December 31, 2004 and December 31, 2003,
          and the related consolidated statements of income and of cash flows for the
          fiscal years ended on such dates, reported on by and accompanied by an
          unqualified report from PricewaterhouseCoopers LLP, present fairly the
          consolidated financial condition of the Borrower and its consolidated
          Subsidiaries as at such date, and the consolidated results of its operations
and           its consolidated cash flows for the respective fiscal years then ended. The
          unaudited consolidated balance sheet of the Borrower and its consolidated
          Subsidiaries as at March 31, 2006, and the related unaudited consolidated
          statements of income and cash flows for the three-month period ended on such
          date, present fairly the consolidated financial condition of the Borrower and
          its consolidated Subsidiaries as at such date, and the consolidated results of
          its operations and its consolidated cash flows for the three-month period then
          ended (subject to normal year end audit adjustments), and shall have been
          reviewed by the aforementioned firm of accountants as provided in Statement of
          Auditing Standards No. 100. All such financial statements, including the
related           schedules and notes thereto, have been prepared in accordance with GAAP
applied           consistently throughout the periods involved (except as approved by the
          aforementioned firm of accountants and disclosed therein). The Borrower and its
          Subsidiaries do not have any material obligation, material Guarantee
          Obligations, contingent liabilities and liabilities for taxes, or any long term
          leases or unusual forward or long term commitments, including any interest rate
          or foreign currency swap or exchange transaction or other obligation in respect
          of derivatives, that are not reflected in the most recent financial statements
          referred to in this paragraph. During the period from December 31, 2005 to and
          including the date hereof there has been no Disposition by the Borrower or any
          of its Subsidiaries of any material part of the Borrower’s or any of its
          Subsidiaries’ business or Property.  




    4.2        No
Change. Since December 31, 2005 there has been no development or event that has had
or could reasonably be expected to have a Material Adverse Effect.  



    4.3        Corporate
Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws of the jurisdiction of
its organization, (b) has the corporate power and authority, and the legal right, to own
and operate its Property, to lease the Property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign corporation
and in good standing under the laws of each jurisdiction where its ownership, lease or
operation of Property or the conduct of its business requires such qualification, unless
failure to so qualify could not reasonably be expected to have a Material Adverse Effect
and (d) is in compliance with all Requirements of Law except to the extent that the
failure to comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.  




48 









    4.4        Corporate
Power; Authorization; Enforceable Obligations. The Borrower has the corporate power
and authority, and the legal right to borrow hereunder. Each Loan Party has taken all
necessary corporate or other action to authorize the execution, delivery and performance
of the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the borrowings on the terms and conditions of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the borrowings
hereunder or the execution, delivery, performance, validity or enforceability of this
Agreement or any of the other Loan Documents, except (i) consents, authorizations,
filings and notices described in Schedule 4.4, which consents, authorizations, filings
and notices have been obtained or made and are in full force and effect and (ii) the
filings referred to in Section 4.19. Each Loan Document has been duly executed and
delivered on behalf of each Loan Party that is a party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a legal, valid
and binding obligation of each Loan Party that is a party thereto, enforceable against
each such Loan Party in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).  



    4.5        No
Legal Bar. The execution, delivery and performance of this Agreement and the other
Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use
of the proceeds thereof will not violate any Requirement of Law or any Contractual
Obligation of the Borrower or any of its Subsidiaries and will not result in, or require,
the creation or imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other than the
Liens created by the Security Documents). No Requirement of Law or Contractual Obligation
applicable to the Borrower or any of its Subsidiaries could reasonably be expected to
have a Material Adverse Effect.  



    4.6        No
Material Litigation. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Subsidiaries or against any of their
respective properties, operations or revenues (a) with respect to any of the Loan
Documents or any of the transactions contemplated hereby or thereby, or (b) that could
reasonably be expected to have a Material Adverse Effect.  



    4.7        No
Default. Neither the Borrower nor any of its Subsidiaries is in default under or with
respect to any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has occurred
and is continuing.  



    4.8        Ownership
of Property; Liens. Each of the Borrower and each of its Subsidiaries is the sole
owner of, legally and beneficially, and has good marketable and insurable title in fee
simple to, or a valid leasehold interest in, all its real property, and good title to, or
a valid lease of, all its other Property, and none of such Property is subject to any
claims, liabilities, obligations, charges or restrictions of any kind, nature or
description or to any Lien except for Permitted Liens. None of the Pledged Stock is
subject to any Lien except for Permitted Liens.  




49 









    4.9        Intellectual
Property. The Borrower and each of its Subsidiaries owns, or is licensed to use, all
Intellectual Property necessary for the conduct of its business as currently conducted.
No material claim has been asserted and is pending by any Person challenging or
questioning the use of any Intellectual Property or the validity or effectiveness of any
Intellectual Property, nor does the Borrower know of any valid basis for any such claim.
The use of Intellectual Property by the Borrower and its Subsidiaries does not infringe
on the rights of any Person in any material respect.  



    4.10        Taxes.
The Borrower and each of its Subsidiaries has filed or caused to be filed all Federal,
state and other material tax returns that are required to be filed and has paid all taxes
shown to be due and payable on said returns or on any assessments made against it or any
of its Property and all other taxes, fees or other charges imposed on it or any of its
Property by any Governmental Authority (other than any the amount or validity of which
are currently being contested in good faith by appropriate proceedings and with respect
to which reserves in conformity with GAAP have been provided on the books of the Borrower
or its Subsidiaries, as the case may be); and no tax Lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee
or other charge.  



    4.11        Federal
Regulations. No part of the proceeds of any Loans, and no other extensions of credit
hereunder, will be used for “buying” or “carrying” any “margin
stock” within the respective meanings of each of the quoted terms under Regulation U
as now and from time to time hereafter in effect or for any purpose that violates the
provisions of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and each
Lender a statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U 1, as applicable, referred to in Regulation U.  



    4.12        Labor
Matters. There are no strikes, stoppages or slowdowns or other labor disputes against
the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower,
threatened that (individually or in the aggregate) could reasonably be expected to have a
Material Adverse Effect. Hours worked by and payment made to employees of the Borrower
and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters that (individually or in
the aggregate) could reasonably be expected to have a Material Adverse Effect. All
payments due from the Borrower or any of its Subsidiaries on account of employee health
and welfare insurance that (individually or in the aggregate) could reasonably be
expected to have a Material Adverse Effect if not paid have been paid or accrued as a
liability on the books of the Borrower or the relevant Subsidiary.  




50 









    4.13        ERISA.
Neither a Reportable Event nor an “accumulated funding deficiency” (within the
meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five
year period prior to the date on which this representation is made or deemed made with
respect to any Plan that (individually or in the aggregate) has had or could reasonably
be expected to have a Material Adverse Effect, and each Plan has complied in all material
respects with the applicable provisions of ERISA and the Code, except where such
non-compliance (individually or in the aggregate) has not had or could not reasonably be
expected to have a Material Adverse Effect. No termination of a Single Employer Plan has
occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period that (individually or in the aggregate) has had or could reasonably be expected to
have a Material Adverse Effect. The present value of all accrued benefits under each
Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of
the last annual valuation date prior to the date on which this representation is made or
deemed made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan that (individually
or in the aggregate) has had or could reasonably be expected to have a Material Adverse
Effect, and a Material Adverse Effect could not reasonably be expected to result if the
Borrower and/or any such Commonly Controlled Entity were to withdraw completely from all
Multiemployer Plans as of the valuation date most closely preceding the date on which
this representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent.  



    4.14        Investment
Company Act; Public Utility Holding Company Act; Other Regulations. None of the
Borrower or any Subsidiary of the Borrower is (a) an “investment company”, or a
company “controlled” by an “investment company”, within the meaning
of the Investment Company Act of 1940, as amended or (b) a “holding company” or
an “affiliate” of a “holding company” or a “subsidiary company”of
a “holding company,” as each such term is defined and used in the Public
Utility Holding Company Act of 1935, as amended, or, as the case may be, the Public
Utility Holding Company Act of 2005, enacted as part of the Energy Policy Act of 2005,
Pub. L. No. 109-58 as codified at §§ 1261 et seq., and the regulations adopted
thereunder, as amended. No Loan Party is subject to regulation under any Requirement of
Law (other than Regulation X of the Board) which limits its ability to incur
Indebtedness.  



    4.15        Subsidiaries.
(a) The Subsidiaries listed on Schedule 4.15(a) constitute all the Subsidiaries of the
Borrower as of the Closing Date. Schedule 4.15(a) sets forth as of the Closing Date, the
exact legal name (as reflected on the certificate of incorporation (or formation) and
jurisdiction of incorporation (or formation) of each Subsidiary of the Borrower and, as
to each Subsidiary, the percentage and number of each class of Capital Stock owned by
each Loan Party and its Subsidiaries.  



        (b)              Other
than as set forth on Schedule 4.15(b), there are no outstanding           subscriptions,
options, warrants, calls, rights or other agreements or           commitments (other than
stock options granted to employees or directors and           directors’ qualifying
shares) of any nature relating to any Capital Stock           of the Borrower or any
Subsidiary.  




    4.16        Use
of Proceeds. The proceeds of the Tranche B Term Loans shall be used to (i) refinance
all Indebtedness outstanding under the Existing Credit Facility, (ii) repurchase or
redeem the outstanding Existing Notes, (iii) redeem the outstanding Preferred Stock and
(iv) pay related fees and expenses incurred in connection with this Agreement and the
transaction contemplated hereby. The proceeds of the Revolving Credit Loans and the Swing
Line Loans, and the Letters of Credit, shall be used for general corporate purposes.  




51 









    4.17        Environmental
Matters. Other than exceptions to any of the following that could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect:  



        (a)              The
Borrower and its Subsidiaries: (i) are, and within the period of all           applicable
statutes of limitation have been, in compliance with all applicable
          Environmental Laws; (ii) hold all Environmental Permits (each of which is in
          full force and effect) required for any of their current or intended operations
          or for any property owned, leased, or otherwise operated by any of them; (iii)
          are, and within the period of all applicable statutes of limitation have been,
          in compliance with all of their Environmental Permits; and (iv) reasonably
          believe that: each of their Environmental Permits will be timely renewed and
          complied with, without material expense; any additional Environmental Permits
          that may be required of any of them will be timely obtained and complied with,
          without material expense; and compliance with any Environmental Law that is or
          is expected to become applicable to any of them will be timely attained and
          maintained, without material expense.  




        (b)              Materials
of Environmental Concern are not present at, on, under, in, or about           any real
property now or formerly owned, leased or operated by the Borrower or           any of
its Subsidiaries, or at any other location (including any location to           which
Materials of Environmental Concern have been sent for re-use or recycling           or
for treatment, storage, or disposal) which could reasonably be expected to           (i)
give rise to liability of the Borrower or any of its Subsidiaries under any
          applicable Environmental Law or otherwise result in costs to the Borrower or
any           of its Subsidiaries, or (ii) interfere with the Borrower’s or any of
its           Subsidiaries’ continued operations, or (iii) impair the fair saleable
value           of any real property owned or leased by the Borrower or any of its
Subsidiaries.  




        (c)              There
is no judicial, administrative, or arbitral proceeding (including any           notice of
violation or alleged violation) under or relating to any Environmental           Law to
which the Borrower or any of its Subsidiaries is, or to the knowledge of           the
Borrower or any of its Subsidiaries will be, named as a party that is           pending
or, to the knowledge of the Borrower or any of its Subsidiaries,           threatened.  




        (d)              Neither
the Borrower nor any of its Subsidiaries has received any written           request for
information, or been notified that it is a potentially responsible           party under
or relating to the federal Comprehensive Environmental Response,           Compensation,
and Liability Act or any similar Environmental Law, or with           respect to any
Materials of Environmental Concern.  




52 










        (e)              Neither
the Borrower nor any of its Subsidiaries has entered into or agreed to           any
consent decree, order, or settlement or other agreement, or is subject to           any
judgment, decree, or order or other agreement, in any judicial,           administrative,
arbitral, or other forum for dispute resolution, relating to           compliance with or
liability under any Environmental Law.  




        (f)              Neither
the Borrower nor any of its Subsidiaries has assumed or retained, by           contract
or operation of law, any liabilities of any kind, fixed or contingent,           known or
unknown, under any Environmental Law or with respect to any Material of
          Environmental Concern.  




    4.18        Accuracy
of Information, etc. No statement or information contained in this Agreement, any
other Loan Document, the Confidential Information Memorandum or any other document,
certificate or statement furnished to the Administrative Agent, the Arrangers or the
Lenders or any of them, by or on behalf of any Loan Party for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents, contained as of
the date such statement, information, document or certificate was so furnished (or, in
the case of the Confidential Information Memorandum, as of the date of this Agreement),
any untrue statement of a material fact or omitted to state a material fact necessary in
order to make the statements contained herein or therein not misleading. The projections
and proforma financial information contained in the materials referenced
above are based upon good faith estimates and assumptions believed by management of the
Borrower to be reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as fact and that
actual results during the period or periods covered by such financial information may
differ from the projected results set forth therein by a material amount. There is no
fact known to any Loan Party that could reasonably be expected to have a Material Adverse
Effect that has not been expressly disclosed herein, in the other Loan Documents, in the
Confidential Information Memorandum or in any other documents, certificates and
statements furnished to the Arrangers, the Administrative Agent and the Lenders for use
in connection with the transactions contemplated hereby and by the other Loan Documents.  



    4.19        Security
Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor
of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid,
binding and enforceable security interest in the Collateral described therein and
proceeds and products thereof. In the case of the Pledged Stock (as defined and)
described in the Guarantee and Collateral Agreement, when any stock certificates
representing such Pledged Stock are delivered to the Administrative Agent, and in the
case of the other Collateral described in the Guarantee and Collateral Agreement, when
financing statements in appropriate form are filed in the offices specified on Schedule
4.19(a)-1 (which financing statements have been delivered to (and may be filed by the
Administrative Agent) at any time and such other filings as are specified on Schedule 3
to the Guarantee and Collateral Agreement have been completed (all of which filings may
be filed by the Administrative Agent) at any time, the Guarantee and Collateral Agreement
shall constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Collateral and the proceeds and products
thereof, as security for the Obligations (as defined in the Guarantee and Collateral
Agreement), in each case prior and superior in right to any other Person (except
Permitted Liens). Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names
any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule
4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and
(ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing
Date, the Borrower will have delivered to the Administrative Agent, or caused to be
filed, duly completed UCC termination statements in respect of each UCC Financing
Statement listed in Schedule 4.19(a)-3.  




53 









        (b)              Each
of the Mortgages, if any, is effective to create in favor of the           Administrative
Agent, for the benefit of the Secured Parties, a legal, valid and           enforceable
Lien on the Mortgaged Properties described therein and proceeds           thereof; and
when the Mortgages are filed in the recording office designated by           the
Borrower, each Mortgage shall constitute a fully perfected Lien on, and
          security interest in, all right, title and interest of the Loan Parties in the
          Mortgaged Properties described therein and the proceeds thereof, as security
for           the Obligations (as defined in the relevant Mortgage), in each case prior
and           superior in right to any other Person (other than Persons holding Liens or
other           encumbrances or rights permitted by the relevant Mortgage).  




    4.20        Solvency.
The Borrower is, and the Loan Parties on a consolidated basis are, and after giving
effect to the incurrence of all Indebtedness and obligations being incurred in connection
herewith and therewith will be and will continue to be, Solvent.  



    4.21        Licenses;
Permits; Approvals; Franchises. Each of the Borrower and its Subsidiaries has (i) all
licenses, consents, certificates, permits, authorizations, approvals, franchises,
registrations, certificates of need, accreditations, and other rights from, and has made
all declarations and filings with, all applicable Governmental Authorities and
accrediting organizations (each, a “Health Care Permit”) material to its
business, and (ii) not received notice and has no knowledge that any Governmental
Authority or accreditation organization is considering limiting, suspending, terminating,
or revoking any such Health Care Permit which in each case (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect. All such
Health Care Permits are valid and in full force and effect, except as could not
reasonably be expected to have a Material Adverse Effect, and the Borrower and each of
its Subsidiaries is in material compliance with the terms and conditions of all such
Health Care Permits and with the rules and regulations of the Governmental Authorities
and accrediting organizations having jurisdiction with respect to such Health Care
Permits.  



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



54 










SECTION 5.
                                          CONDITIONS PRECEDENT 



    5.1        Conditions
to Initial Extension of Credit. The agreement of each Lender to make the initial
extension of credit requested to be made by it hereunder is subject to the satisfaction,
prior to or concurrently with the making of such extension of credit on the Closing Date,
of the following conditions precedent:  



        (a)    Loan
Documents. The Administrative Agent shall have received (i) this           Agreement,
executed and delivered by a duly authorized officer of the Borrower,           (ii) the
Guarantee and Collateral Agreement, executed and delivered by a duly           authorized
officer of the Borrower and each Subsidiary Guarantor, (iii) a           Mortgage
covering each of the Mortgaged Properties, executed and delivered by a           duly
authorized officer of each party thereto and (iv) a Lender Addendum           executed
and delivered by each Lender and accepted by the Borrower.  




        (b)    Related
Transactions. The following transactions shall have been           consummated, in
each case on terms and conditions reasonably satisfactory to the           Lenders:  




	 	(i) 	the
Borrower shall have received at least $50,000,000 in gross cash proceeds
                    from the Equity Financing and the terms and conditions of the Equity
Financing                     Documentation shall be reasonably satisfactory to each
Arranger; and  






	 	(ii) 	the
Borrower shall have received at least $175,000,000 in gross cash proceeds
                    from the issuance of the Senior Notes and the terms and conditions of
the Senior                     Notes shall be reasonably satisfactory to each Arranger.  






        (c)    Pro
Forma Balance Sheet; Financial Statements. The Lenders shall have           received
(i) the Pro Forma Balance Sheet, (ii) audited consolidated financial           statements
of the Borrower and its consolidated Subsidiaries described in           Section 4.1(b)
and (iii) unaudited interim consolidated financial statements of           the Borrower
and its consolidated Subsidiaries for each fiscal month and           quarterly period
ended subsequent to the date of the latest applicable financial           statements
delivered pursuant to clause (ii) of this paragraph as to which such           financial
statements are available; and such financial statements shall not, in           the
reasonable judgment of the Lenders, reflect any material adverse change in           the
consolidated financial condition of the Borrower and its consolidated
          Subsidiaries, as reflected in the financial statements or projections contained
          in the Confidential Information Memorandum.  




        (d)    Approvals.
All governmental and third party approvals (including           landlords’ and other
consents) necessary in connection with the continuing           operations of the
Borrower and its Subsidiaries and the transactions           contemplated hereby shall
have been obtained and be in full force and effect,           and all applicable waiting
periods shall have expired without any action being           taken or threatened by any
competent authority which would restrain, prevent or           otherwise impose adverse
conditions on the financing contemplated hereby.  




55 










        (e)    Related
Agreements. The Administrative Agent shall have received (in a           form
reasonably satisfactory to the Administrative Agent), true and correct           copies,
certified as to authenticity by the Borrower, of (i) the Senior Note           Indenture,
(ii) the Equity Financing Documentation and (iii) such other           documents or
instruments as may be reasonably requested by the Administrative           Agent,
including a copy of any debt instrument, security agreement or other           material
contract to which the Loan Parties may be a party.  




        (f)    Termination
of Existing Credit Facility; Repurchase of Existing Notes;           Redemption of
Preferred Stock. The Administrative Agent shall have received           evidence
satisfactory to the Administrative Agent that:  




	 	(i) 	the
Existing Credit Facility shall be simultaneously terminated, all amounts
                    thereunder shall be simultaneously paid in full and arrangements
satisfactory to                     the Administrative Agent shall have been made for the
termination of Liens and                     security interests granted in connection
therewith;  






	 	(ii) 	(A)
all Existing Notes shall be simultaneously repurchased or redeemed and all
                    amounts thereunder shall be simultaneously paid in full or (B) an
irrevocable                     notice shall simultaneously be given to the Trustee under
each of the 1999                     Indenture and the 2002 Indenture with respect to the
redemption of the                     outstanding Existing Notes; and  






	 	(iii) 	irrevocable
notice shall simultaneously be given with respect to the redemption
                    of all outstanding Preferred Stock.  






        (g)    Fees.
The Lenders, each Arranger and the Administrative Agent shall have           received all
fees required to be paid, and all expenses for which invoices have           been
presented (including reasonable fees, disbursements and other charges of
          counsel to the Administrative Agent), on or before the Closing Date. All such
          amounts will be paid with proceeds of Loans made on the Closing Date and will
be           reflected in the funding instructions given by the Borrower to the
          Administrative Agent on or before the Closing Date.  




        (h)    Solvency
Certificate. The Lenders shall have received a reasonably           satisfactory
solvency certificate certified by the chief financial officer of           the Borrower
which shall document the solvency of the Borrower and its           Subsidiaries
considered as a whole after giving effect to the transactions           contemplated
hereby.  





56 









        (i)    Budget.
The Lenders shall have received a budget for the Borrower and its           Subsidiaries
for fiscal years 2006 through and including 2013.  




        (j)    Lien
Searches. The Administrative Agent shall have received the results           of a
recent lien and litigation search in each of the jurisdictions in which           Uniform
Commercial Code financing statement or other filings or recordations           should be
made to evidence or perfect security interests in all assets of the           Loan
Parties, and such search shall reveal no Liens on any of the assets of the           Loan
Party, except for Permitted Liens.  




        (k)    Closing
Certificate. The Administrative Agent shall have received a           certificate of
each Loan Party, dated the Closing Date, substantially in the           form of Exhibit
C, with appropriate insertions and attachments.  




        (l)    Other
Certifications. The Administrative Agent shall have received the           following:  




            (i)              a
copy of the charter of each Loan Party and each amendment thereto, certified
          (as of a date reasonably near the date of the initial extension of credit) as
          being a true and correct copy thereof by the Secretary of State or other
          applicable Governmental Authority of the jurisdiction in which each such Loan
          Party is organized;  




            (ii)              a
copy of a certificate of the Secretary of State or other applicable
          Governmental Authority of the jurisdiction in which each Loan Party is
          organized, dated reasonably near the date of the initial extension of credit,
          listing the charter of such Loan Party and each amendment thereto on file in
          such office and certifying that (A) such amendments are the only amendments to
          such Loan Party’s charter on file in such office, (B) such Loan Party has
          paid all franchise taxes to the date of such certificate and (C) such Loan
Party           is duly organized and in good standing under the laws of such
jurisdiction; and  




            (iii)              an
electronic confirmation from the Secretary of State or other applicable
          Governmental Authority of each jurisdiction in which each such Loan Party is
          organized certifying that such Loan Party is duly organized and in good
standing           under the laws of such jurisdiction on the date of the initial
extension of           credit, prepared by, or on behalf of, a filing service acceptable
to the           Administrative Agent.  




        (m)    Legal
Opinions. The Administrative Agent shall have received the           following
executed legal opinions:  




	 	(i) 	the
legal opinion of Foley & Lardner LLP, counsel to the Borrower and its
                    Subsidiaries, substantially in the form of Exhibit E; and  







57 









	 	(ii) 	to
the extent consented to by the relevant counsel, each legal opinion, if any,
                    delivered in connection with the Equity Financing, accompanied by a
reliance                     letter in favor of the Lenders.  






Each such legal opinion shall cover
such other matters incident to the transactions contemplated by this Agreement as the
Administrative Agent may reasonably require. 



        (n)    Pledged
Stock; Stock Powers; Acknowledgment and Consent; Pledged Notes.           The
Administrative Agent shall have received (i) the certificates representing           the
shares of Capital Stock pledged pursuant to the Guarantee and Collateral
          Agreement, together with an undated stock power for each such certificate
          executed in blank by a duly authorized officer of the pledgor thereof, (ii) an
          Acknowledgment and Consent, substantially in the form of Annex II to the
          Guarantee and Collateral Agreement, duly executed by any issuer of Capital
Stock           pledged pursuant to the Guarantee and Collateral Agreement that is not
itself a           party to the Guarantee and Collateral Agreement and (iii) each
promissory note           pledged pursuant to the Guarantee and Collateral Agreement
endorsed (without           recourse) in blank (or accompanied by an executed transfer
form in blank           satisfactory to the Administrative Agent) by the pledgor thereof.  




        (o)    Filings,
Registrations and Recordings. Each document (including any           Uniform
Commercial Code financing statement) required by the Security Documents           or
under law or reasonably requested by the Administrative Agent to be filed,
          registered or recorded in order to create in favor of the Administrative Agent,
          for the benefit of the Secured Parties, a perfected Lien on the Collateral
          described therein, prior and superior in right to any other Person (other than
          with respect to Permitted Liens), shall have been filed, registered or recorded
          or shall have been delivered to the Administrative Agent be in proper form for
          filing, registration or recordation.  




        (p)    Insurance.
The Administrative Agent shall have received insurance           certificates satisfying
the requirements of Section 5.3(b) of the Guarantee and           Collateral Agreement.  




        (q)    Patriot
Act. The Administrative Agent shall have received all           documentation and
other information required by bank regulatory authorities           under applicable
“know your customer” and Anti-Money Laundering rules           and regulations,
including without limitation, the USA Patriot Act.  




        (r)    Credit
Ratings. The Borrower shall have received credit ratings from           Moody’s
and S&P in respect of the Senior Notes and the Facilities,           which ratings
shall remain in effect on the Closing Date.  




        (s)    Miscellaneous.
The Administrative Agent shall have received such other           documents, agreements,
certificates and information as it shall reasonably           request.  




58 










        Each
Lender, by delivering its signature page to this Agreement or a Lender Addendum and
funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Loan Document and each other document required to be
approved by the Administrative Agent, Required Lenders or Lenders, as applicable on the
Closing Date. 



    5.2        Conditions
to Each Extension of Credit. The agreement of each Lender to make any extension of
credit requested to be made by it hereunder on any date (including its initial extension
of credit) is subject to the satisfaction of the following conditions precedent:  



        (a)    Representations
and Warranties. Each of the representations and           warranties made by any Loan
Party in or pursuant to the Loan Documents shall be           true and correct in all
material respects (to the extent not otherwise qualified           by materiality) on and
as of such date as if made on and as of such date, except           for representations
and warranties expressly stated to relate to a specific           earlier date, in which
case such representations and warranties shall be true           and correct as of such
earlier date.  




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




        Each
borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall
constitute a representation and warranty by the Borrower as of the date of such extension
of credit that the conditions contained in this Section 5.2 have been satisfied. 



SECTION 6.
                                         AFFIRMATIVE COVENANTS 



        The
Borrower hereby jointly and severally agree that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender or any Agent hereunder, The Borrower shall and shall cause each of its
Subsidiaries to: 



    6.1        Repurchase
of Existing Notes; Redemption of Preferred Stock. Within 45 days after the Closing
Date (a) the Borrower shall pay in full all amounts outstanding under the Existing Notes
and arrangements satisfactory to the Administrative Agent shall have been made for the
termination of the guarantees and the release of the guarantors thereunder and (b) all
outstanding Preferred Stock shall be redeemed and all amounts thereunder shall be paid in
full.  



    6.2        Financial
Statements.  Furnish to each Agent and each Lender: 



        (a)              as
soon as available, but in any event within 75 days after the end of each           fiscal
year of the Borrower, a copy of the audited consolidated balance sheet of           the
Borrower and its consolidated Subsidiaries as at the end of such year and           the
related audited consolidated statements of income and of cash flows for such
          year, setting forth in each case in comparative form the figures as of the end
          of and for the previous year, reported on without a “going concern” or
          like qualification or exception, or qualification arising out of the scope of
          the audit, by PricewaterhouseCoopers LLP or other independent certified public
          accountants of nationally recognized standing;  





59 









        (b)              as
soon as available, but in any event not later than 40 days after the end of
          each of the first three quarterly periods of each fiscal year of the Borrower,
          the unaudited consolidated balance sheet of the Borrower and its consolidated
          Subsidiaries as at the end of such quarter and the related unaudited
          consolidated statements of income and of cash flows for such quarter and the
          portion of the fiscal year through the end of such quarter, setting forth in
          each case in comparative form the figures as of the end of and for the
          corresponding period in the previous year, certified by a Responsible Officer
as           being fairly stated in all material respects (subject to normal year-end
audit           adjustments); and  




        (c)              as
soon as available, but in any event not later than 40 days after the end of
          each month occurring during each fiscal year of the Borrower (other than the
          first, third, sixth, ninth and twelfth such month), and with respect to the
          first such month, not later than 60 days after the end of such month, the
          unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at
          the end of such month and the related unaudited consolidated statements of
          income and of cash flows for such month and the portion of the fiscal year
          through the end of such month, setting forth in each case in comparative form
          the figures as of the end of and for the corresponding period in the previous
          year, certified by a Responsible Officer as being fairly stated in all material
          respects (subject to normal year-end audit adjustments);  




all such financial statements to be
complete and correct in all material respects and to be prepared in reasonable detail and
in accordance with GAAP applied consistently throughout the periods reflected therein and
with prior periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein). 



    6.3        Certificates;
Other Information.  Furnish to each Agent and each Lender, or, in the case of clause (h),
to the relevant Lender: 



        (a)              concurrently
with the delivery of the financial statements referred to in           Section 6.2(a), a
certificate of the independent certified public accountants           reporting on such
financial statements stating that in making the examination           necessary therefor
no knowledge was obtained of any Default or Event of Default,           except as
specified in such certificate (it being understood that such           certificate shall
be limited to the items that independent certified public           accountants are
permitted to cover in such certificates pursuant to their           professional
standards and customs of the profession);  




        (b)              concurrently
with the delivery of any financial statements pursuant to Section           6.2, (i) a
certificate of a Responsible Officer stating that, to the best of           each such
Responsible Officer’s knowledge, each Loan Party during such           period has
observed or performed all of its covenants and other agreements, and           satisfied
every condition, contained in this Agreement and the other Loan           Documents to
which it is a party to be observed, performed or satisfied by it,           and that such
Responsible Officer has obtained no knowledge of any Default or           Event of
Default except as specified in such certificate and (ii) in the case of
          quarterly or annual financial statements, (x) a Compliance Certificate
          containing all information and calculations necessary for determining
compliance           by the Borrower and its Subsidiaries with the provisions of this
Agreement           referred to therein as of the last day of the fiscal quarter or
fiscal year of           the Borrower, as the case may be, (y) to the extent not
previously disclosed to           the Administrative Agent, a description of any change
in the jurisdiction of           organization of any Loan Party and a list of any
Intellectual Property acquired           by any Loan Party since the date of the most
recent list delivered pursuant to           this clause (y) (or, in the case of the first
such list so delivered, since the           Closing Date) and (z) any UCC financing
statements or other filings or actions           specified in such Compliance Certificate
as being required to be delivered or           taken therewith;  




60 










        (c)              as
soon as available, and in any event no later than 60 days after the end of           each
fiscal year of the Borrower, a detailed consolidated budget for the then
          current fiscal year (including a projected consolidated balance sheet of the
          Borrower and its Subsidiaries as of the end of the following fiscal year, and
          the related consolidated statements of projected cash flow, projected changes
in           financial position and projected income and a description of the underlying
          assumptions applicable thereto), and, as soon as available, significant
          revisions, if any, of such budget and projections with respect to such fiscal
          year (collectively, the “Projections”), which Projections
shall           in each case be accompanied by a certificate of a Responsible Officer
stating           that such Projections are based on reasonable estimates, information
and           assumptions and that such Responsible Officer has no reason to believe that
such           Projections are incorrect or misleading in any material respect;  




        (d)              within
40 days after the end of each fiscal quarter of the Borrower, a narrative
          discussion and analysis of the financial condition and results of operations of
          the Borrower and its Subsidiaries for such fiscal quarter and for the period
          from the beginning of the then current fiscal year to the end of such fiscal
          quarter, as compared to the portion of the Projections covering such periods
and           to the comparable periods of the previous year;  




        (e)              no
later than 10 Business Days or such lesser period of time as the           Administrative
Agent may agree prior to the effectiveness thereof, copies of           substantially
final drafts of any proposed amendment, supplement, waiver or           other
modification with respect to the Senior Note Indenture or the governing
          documents of the Borrower;  




        (f)              within
five days after the same are sent, copies of all financial statements and
          reports that the Borrower or any of its Subsidiaries sends to the holders of
any           class of its debt securities or public equity securities and, within five
days           after the same are filed, copies of all financial statements and reports
that           the Borrower or any of its Subsidiaries may make to, or file with, the
SEC;  




        (g)              as
soon as possible and in any event within 10 days of obtaining knowledge
          thereof: (i) any development, event, or condition that, individually or in the
          aggregate with other developments, events or conditions, could reasonably be
          expected to result in the payment by the Borrower and its Subsidiaries, in the
          aggregate, of a Material Environmental Amount; and (ii) any notice that any
          governmental authority may deny any application for an Environmental Permit
          sought by, or revoke or refuse to renew any Environmental Permit held by, the
          Borrower; and  




61 










        (h)              promptly,
such additional financial and other information as any Lender may from           time to
time reasonably request.  




    6.4        Payment
of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, all its material obligations of whatever
nature, except where the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the Borrower or its Subsidiaries, as the case
may be.  



    6.5        Conduct
of Business and Maintenance of Existence, etc.. (a) (i) Preserve, renew and keep in
full force and effect its corporate or other existence and (ii) take all reasonable
action to maintain all rights, privileges, franchises, Permits and licenses necessary or
desirable in the normal conduct of its business, except, in each case, as otherwise
permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that
failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(b) comply with all Contractual Obligations and Requirements of Law, except to the extent
that failure to comply therewith could not, in the aggregate, reasonably be expected to
have a Material Adverse Effect.  



    6.6        Maintenance
of Property; Insurance. (a) Keep all Property and systems useful and necessary in its
business in good working order and condition, ordinary wear and tear excepted and (b)
maintain with financially sound and reputable insurance companies insurance on all its
Property in at least such amounts and against at least such risks (but including in any
event public liability, product liability and business interruption) as are usually
insured against in the same general area by companies engaged in the same or a similar
business.  



    6.7        Inspection
of Property; Books and Records; Discussions. (a) Keep proper books of records and
account in which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation to its
business and activities and (b) permit representatives of any Lender to visit and inspect
any of its properties and examine and make abstracts from any of its books and records at
any reasonable time and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of the Borrower and
its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and
with its independent certified public accountants.  



    6.8        Notices.
 Promptly give notice to the Administrative Agent and each Lender of: 



        (a)              the
occurrence of any Default or Event of Default;  




62 










        (b)              any
(i) default or event of default (or alleged default) under any Contractual
          Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
          investigation or proceeding which may exist at any time between the Borrower or
          any of its Subsidiaries and any Governmental Authority, that in either case, if
          not cured or if adversely determined, as the case may be, could reasonably be
          expected to have a Material Adverse Effect;  




        (c)              any
litigation or proceeding affecting the Borrower or any of its Subsidiaries           in
which the amount involved is $10,000,000 or more and not covered by insurance
          or in which injunctive or similar relief is sought;  




        (d)              the
following events, as soon as possible and in any event within 30 days after           the
Borrower knows or has reason to know thereof, in each case if such event
          (individually or in the aggregate together with all such other events) could
          reasonably be expected to result in a Material Adverse Effect: (i) the
          occurrence of any Reportable Event with respect to any Plan, a failure by the
          Borrower or its Subsidiaries to make any required contribution to a Plan, the
          creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or
          the termination, Reorganization or Insolvency of, any Multiemployer Plan or
(ii)           the institution of proceedings or the taking of any other action by the
PBGC or           the Borrower or any Commonly Controlled Entity or any Multiemployer
Plan with           respect to the withdrawal from, or the termination, Reorganization or
Insolvency           of, any Plan; and  




        (e)              any
development or event that has had or could reasonably be expected to have a
          Material Adverse Effect.  




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



    6.9        Environmental
Laws. (a) Comply in all material respects with, and ensure compliance in all material
respects by all tenants and subtenants, if any, with, all applicable Environmental Laws,
and obtain and comply in all material respects with and maintain, and ensure that all
tenants and subtenants obtain and comply in all material respects with and maintain, any
and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws, the loss or violation of which (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect.  



        (b)              Conduct
and complete all investigations, studies, sampling and testing, and all
          remedial, removal and other actions required under Environmental Laws and
          promptly comply in all material respects with all lawful orders and directives
          of all Governmental Authorities regarding Environmental Laws, in each case,
          unless the failure to do so (individually or in the aggregate) could not
          reasonably be expected to have a Material Adverse Effect.  




63 










    6.10        Additional
Collateral, etc. (a) With respect to (i) any material Intellectual Property and (ii)
any other Properties with an aggregate book value or fair market value of $1,000,000 or
more acquired after the Closing Date by the Borrower or any of its Subsidiaries (other
than (w) vehicles, (x) any Property described in paragraph (b) or paragraph (c) of
this Section, (y) any Property subject to a Lien expressly permitted by Section 7.3(g)
and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the
Administrative Agent, for the benefit of the Secured Parties, does not have a perfected
Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the
Guarantee and Collateral Agreement or such other documents as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the benefit of the
Secured Parties, a security interest in such Property and (ii) take all actions necessary
or advisable to grant to the Administrative Agent, for the benefit of the Secured
Parties, a perfected first priority security interest in such Property, including without
limitation, the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or
as may be requested by the Administrative Agent.  



        (b)              With
respect to any fee interest in any real property having a value (together           with
improvements thereof) of at least $1,000,000 acquired after the Closing           Date by
the Borrower or any of its Subsidiaries (other than any such real           property
owned by an Excluded Foreign Subsidiary or subject to a Lien expressly
          permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority
          Mortgage in favor of the Administrative Agent, for the benefit of the Secured
          Parties, covering such real property, (ii) if requested by the Administrative
          Agent, provide the Lenders with (x) title and extended coverage insurance
          reasonably acceptable to the Administrative Agent, covering such real property
          and improvements in an amount at least equal to the purchase price of such real
          property and improvements (or such other amount as shall be reasonably
specified           by the Administrative Agent) as well as a current ALTA or comparable
survey           thereof reasonably acceptable to the Administrative Agent, together with
a           surveyor’s certification in favor of the Administrative Agent, the
Secured           Parties and their respective successors and assigns and (y) any
consents or           estoppels reasonably deemed necessary or advisable by the
Administrative Agent           in connection with such Mortgage, each of the foregoing in
form and substance           reasonably satisfactory to the Administrative Agent and
(iii) if requested by           the Administrative Agent, deliver to the Administrative
Agent legal opinions           relating to the matters described above, which opinions
shall be in form and           substance, and from counsel, reasonably satisfactory to
the Administrative           Agent.  




        (c)              With
respect to any new Subsidiary (other than an Excluded Foreign Subsidiary)
          created or acquired after the Closing Date (which, for the purposes of this
          paragraph, shall include any existing Subsidiary that ceases to be an Excluded
          Foreign Subsidiary), by the Borrower or any of its Subsidiaries, promptly (i)
          execute and deliver to the Administrative Agent such amendments to the
Guarantee           and Collateral Agreement as the Administrative Agent deems necessary
or           advisable to grant to the Administrative Agent, for the benefit of the
Secured           Parties, a perfected first priority security interest in the Capital
Stock of           such new Subsidiary that is owned by the Borrower or any of its
Subsidiaries,           (ii) deliver to the Administrative Agent the certificates
representing such           Capital Stock, together with undated stock powers, in blank,
executed and           delivered by a duly authorized officer of the Borrower or such
Subsidiary, as           the case may be, (iii) cause such new Subsidiary (A) to become a
party to the           Guarantee and Collateral Agreement and (B) to take such actions
necessary or           advisable to grant to the Administrative Agent for the benefit of
the Secured           Parties a perfected first priority security interest in the
Collateral described           in the Guarantee and Collateral Agreement with respect to
such new Subsidiary,           including the recording of instruments in the United
States Patent and Trademark           Office and the United States Copyright Office and
the filing of Uniform           Commercial Code financing statements in such
jurisdictions as may be required by           the Guarantee and Collateral Agreement or
by law or as may be requested by the           Administrative Agent, and (iv) if
requested by the Administrative Agent, deliver           to the Administrative Agent
legal opinions relating to the matters described           above, which opinions shall be
in form and substance, and from counsel,           reasonably satisfactory to the
Administrative Agent.  




64 










        (d)              With
respect to any new Excluded Foreign Subsidiary created or acquired after           the
Closing Date by the Borrower or any of its Subsidiaries (other than any
          Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the
          Administrative Agent such amendments to the Guarantee and Collateral Agreement
          or such other documents as the Administrative Agent deems necessary or
advisable           in order to grant to the Administrative Agent, for the benefit of the
Secured           Parties, a perfected first priority security interest in the Capital
Stock of           such new Subsidiary that is owned by Borrower or any of its
Subsidiaries (other           than any Excluded Foreign Subsidiaries), (provided that
in no event shall           more than 65% of the total outstanding Capital Stock of any
such new Excluded           Foreign Subsidiary be required to be so pledged), (ii)
deliver to the           Administrative Agent the certificates representing such Capital
Stock, together           with undated stock powers, in blank, executed and delivered by
a duly authorized           officer of the Borrower or such Subsidiary, as the case may
be, and take such           other action as may be necessary or, in the opinion of the
Administrative Agent,           desirable to perfect the Lien of the Administrative Agent
thereon, and (iii) if           requested by the Administrative Agent, deliver to the
Administrative Agent legal           opinions relating to the matters described above,
which opinions shall be in           form and substance, and from counsel, reasonably
satisfactory to the           Administrative Agent.  




    6.11        Further
Assurances. From time to time execute and deliver, or cause to be executed and
delivered, such additional instruments, certificates or documents, and take all such
actions, as the Administrative Agent may reasonably request for the purposes of
implementing or effectuating the provisions of this Agreement and the other Loan
Documents, or of more fully perfecting or renewing the rights of the Administrative Agent
and the Lenders with respect to the Collateral (or with respect to any additions thereto
or replacements or proceeds thereof or with respect to any other property or assets
hereafter acquired by the Borrower or any Subsidiary which may be deemed to be part of
the Collateral) pursuant hereto or thereto. After the occurrence of any Default or Event
of Default, upon the exercise by the Administrative Agent or any Lender of any power,
right, privilege or remedy pursuant to this Agreement or the other Loan Documents which
requires any consent, approval, recording, qualification or authorization of any
Governmental Authority, the Borrower will execute and deliver, or will cause the
execution and delivery of, all applications, certifications, instruments and other
documents and papers that the Administrative Agent or such Lender may be required to
obtain from the Borrower or any of its Subsidiaries for such governmental consent,
approval, recording, qualification or authorization.  



65 










    6.12        Post-Closing
Covenants. The Borrower shall, and shall cause each of its Subsidiaries to, comply
with the terms and conditions set forth on Schedule 6.12.  



SECTION 7.
                                           NEGATIVE COVENANTS 



        The
Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of
Credit remains outstanding or any Loan or other amount is owing to any Lender or any Agent
hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly: 



    7.1        Financial
Condition Covenants.  



        (a)    Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as at           the last day
of any period of four consecutive fiscal quarters of the Borrower           (or, if less,
the number of full fiscal quarters subsequent to the Closing Date)           ending with
the last day of any fiscal quarter set forth below to exceed the           ratio set
forth below opposite the last day of such fiscal quarter:  







	Fiscal Quarter	Consolidated

Leverage Ratio
	
FQ3 2006	6.25:1.00
	FQ4 2006	6.25:1.00
	FQ1 2007	6.25:1.00
	FQ2 2007	6.00:1.00
	FQ3 2007	6.00:1.00
	FQ4 2007	5.50:1.00
	FQ1 2008	5.50:1.00
	FQ2 2008	5.50:1.00
	FQ3 2008	5.25:1.00
	FQ4 2008	5.00:1.00
	FQ1 2009	5.00:1.00
	FQ2 2009	5.00:1.00
	FQ3 2009	4.75:1.00
	FQ4 2009	4.50:1:00
	FQ1 2010	4.50:1.00
	FQ2 2010	4.50:1.00
	FQ3 2010	4.25:1.00
	FQ4 2010	4.00:1.00
	FQ1 2011	4.00:1.00
	FQ2 2011	4.00:1.00
	FQ3 2011	4.00:1.00
	FQ4 2011	4.00:1.00
	FQ1 2012	4.00:1.00
	FQ2 2012	4.00:1.00
	FQ3 2012	4.00:1.00
	FQ4 2012	4.00:1.00
	FQ1 2013	4.00:1.00
	FQ1 2013	4.00:1.00




66 











        (b)    Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest           Coverage Ratio
for any period of four consecutive fiscal quarters of the           Borrower (or, if
less, the number of full fiscal quarters subsequent to the           Closing Date) ending
with the last day of any fiscal quarter set forth below to           be less than the
ratio set forth below opposite such fiscal quarter; provided that if on such date
the number of fiscal quarters which have           started and ended subsequent to the
Closing Date is less than four, Consolidated           Interest Expense of the Borrower
and its Subsidiaries used for determining such           ratio shall be Annualized based
on the number of fiscal quarters which have then           ended subsequent to the
Closing Date:  







	Fiscal Quarter	Consolidated

Interest Coverage Ratio
	
FQ3 2006	1.65:1.00
	FQ4 2006	1.65:1.00
	FQ1 2007	1.65:1.00
	FQ2 2007	1.75:1.00
	FQ3 2007	1.75:1.00
	FQ4 2007	1.75:1.00
	FQ1 2008	2.00:1.00
	FQ2 2008	2.00:1.00
	FQ3 2008	2.00:1.00
	FQ4 2008	2.00:1.00
	FQ1 2009	2.25:1.00
	FQ2 2009	2.25:1.00
	FQ3 2009	2.25:1.00
	FQ4 2009	2.25:1.00
	FQ1 2010	2.50:1.00
	FQ2 2010	2.50:1.00
	FQ3 2010	2.50:1.00
	FQ4 2010	2.50:1.00
	FQ1 2011	2.50:1.00
	FQ2 2011	2.50:1.00
	FQ3 2011	2.50:1.00
	FQ4 2011	2.50:1.00
	FQ1 2012	2.50:1.00
	FQ2 2012	2.50:1.00
	FQ3 2012	2.50:1.00
	FQ4 2012	2.50:1.00
	FQ1 2013	2.50:1.00
	FQ2 2013	2.50:1.00







67 










    7.2        Limitation
on Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness, except: 



        (a)              Indebtedness
of any Loan Party pursuant to any Loan Document;  




        (b)              Indebtedness
of the Borrower to any Subsidiary and of any Wholly Owned           Subsidiary Guarantor
to the Borrower or any other Subsidiary Guarantor;  




        (c)              Indebtedness
(including Capital Lease Obligations) secured by Liens permitted by           Section
7.3(g) in an aggregate principal amount not to exceed $10,000,000 at any           one
time outstanding;  




        (d)              Indebtedness
outstanding on the date hereof and listed on Schedule 7.2(d) and,           other than
with respect to the Existing Notes, any refinancings, refundings,           renewals or
extensions thereof (without any increase in the principal amount           thereof or any
shortening of the maturity of any principal amount thereof);  




        (e)              Guarantee
Obligations made in the ordinary course of business by the Borrower or           any of
its Subsidiaries of obligations of the Borrower or any Wholly Owned           Subsidiary
Guarantor;  




        (f)              (i)
Indebtedness of the Borrower in respect of the Senior Notes in an aggregate
          principal amount not to exceed $175,000,000 and any refinancings, refundings,
          renewals or extensions thereof (without any increase in the principal amount
          thereof or any shortening of the maturity of any principal amount thereof), and
          (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such
          Indebtedness;  




        (g)              Indebtedness
constituting Permitted Earn-Out Obligations and Permitted Seller           Notes to the
extent incurred by the Borrower in connection with any Permitted           Acquisition
under Section 7.8(g);  




        (h)              Indebtedness
of the Borrower that is subordinated to the payment in full of the           Obligations
on terms satisfactory to the Administrative Agent (all such           Indebtedness
permitted to be incurred pursuant to this clause (h) being           “Subordinated
Debt”); provided that, in each case (i)           such Indebtedness shall
not mature or otherwise have any scheduled principal           payment date, in each case
earlier than the date that is six months after the           Tranche B Term Loan Maturity
Date, (ii) no Default or Event of Default shall           exist on the date of incurrence
of such Indebtedness and (iii) the Borrower           shall be in pro forma compliance,
after giving effect to the incurrence of such           Indebtedness and any previously
incurred Subordinated Debt, with the covenants           set forth in Section 7.1
(calculated using Consolidated EBITDA as of the most           recently ended fiscal
quarter for which financial statements are available); provided, further, that for
the purpose of this clause (ii), the           Consolidated Leverage Ratio levels under
Section 7.1(a) and the Consolidated           Interest Coverage Ratio levels under
Section 7.1(b) shall be more restrictive by           a ratio of 0.25:1.00 (for example,
for the purpose of this clause (ii), the           Consolidated Leverage Ratio level for
FQ3 2006 shall be deemed to be 6.00:1:00           and the Consolidated Interest Coverage
Ratio level for FQ3 2006 shall be deemed           to be 1.90:1:00);  




68 










        (i)              Indebtedness
of the Borrower or any Subsidiary not in excess of $7,500,000 in           the aggregate
assumed or acquired in connection with any Permitted Acquisition           under Section
7.8(g); provided that such Indebtedness was not incurred           (i) to provide
all or a portion of the funds utilized to consummate the           transaction or series
of related transactions constituting such Permitted           Acquisition or (ii)
otherwise in connection with, or in contemplation of, such           Permitted
Acquisition);  




        (j)              Indebtedness
with respect of Existing Seller Notes and Existing Earn-Out           Obligations;  




        (k)              Indebtedness
arising from the honoring by a bank or other financial institution           of a check,
draft or similar instrument inadvertently (except in the case of           daylight
overdrafts) drawn against insufficient funds in the ordinary course of
          business, in each case, so long as such Indebtedness is extinguished within 5
          Business Days of the incurrence thereof;  




        (l)              Indebtedness
of any Excluded Foreign Subsidiary under lines of credit and           overdraft
facilities extended by any Person to such Excluded Foreign Subsidiary, provided,
that, in each case, the proceeds of such Indebtedness are used           for such
Excluded Foreign Subsidiary’s working capital and general           corporate
purposes and provided, further, that the aggregate           principal
amount of all Indebtedness permitted under this clause (l) at any time
          outstanding shall not exceed the Dollar Equivalent of $1,000,000;  




        (m)              Indebtedness
with respect of Existing Notes outstanding prior to a date that is           45 days
after the Closing Date; and  




        (n)              additional
Indebtedness of the Borrower or any of its Subsidiaries in an           aggregate
principal amount (for the Borrower and all Subsidiaries) not to exceed
          $30,000,000 at any one time outstanding.  




    7.3        Limitation
on Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property,
whether now owned or hereafter acquired, except for:  



        (a)              Liens
for taxes, customs, governmental charges or levies (excluding any such
          governmental charges or levies relating to Medicare, Medicaid or similar
          governmental programs) not yet due or which are being contested in good faith
by           appropriate proceedings, provided that adequate reserves with respect
          thereto are maintained on the books of the Borrower or its Subsidiaries, as the
          case may be, in conformity with GAAP;  




        (b)              carriers’,
warehousemen’s, mechanics’, landlords’,           materialmen’s,
repairmen’s or other like Liens arising in the ordinary           course of business
which are not overdue for a period of more than 30 days or           that are being
contested in good faith by appropriate proceedings provided that adequate reserves
with respect thereto are maintained on           the books of the applicable Loan Party,
in conformity with GAAP;  




69 










        (c)              pledges
or deposits in connection with workers’ compensation, unemployment
          insurance and other social security legislation;  




        (d)              deposits
to secure the performance of bids, trade contracts (other than for           borrowed
money), leases, statutory obligations, surety and appeal bonds,           performance
bonds and other obligations of a like nature incurred in the           ordinary course of
business, so long as the aggregate amount of deposits at any           one time securing
appeal bonds does not exceed $5,000,000;  




        (e)              easements,
rights-of-way, licenses, sublicenses, restrictions and other similar
          encumbrances incurred in the ordinary course of business that, in the
aggregate,           are not substantial in amount and which do not in any case
materially detract           from the value of the Property subject thereto or materially
interfere with the           ordinary conduct of the business of the Borrower or any of
its Subsidiaries;  




        (f)              Liens
in existence on the date hereof listed on Schedule 7.3(f), securing
          Indebtedness permitted by Section 7.2(d), provided that no such Lien is
          spread to cover any additional Property after the Closing Date and that the
          amount of Indebtedness secured thereby is not increased;  




        (g)              Liens
securing Indebtedness of the Borrower or any other Subsidiary incurred           pursuant
to Section 7.2(c) to finance the acquisition of fixed or capital           assets, provided that
(i) such Liens shall be created simultaneously with           or promptly after the
acquisition of such fixed or capital assets, (ii) such           Liens do not at any time
encumber any Property other than the Property financed           by such Indebtedness,
(iii) the amount of Indebtedness secured thereby is not           increased and (iv) the
amount of Indebtedness initially secured thereby is not           less than 80%, nor more
than 100% of the purchase price of such fixed or capital           asset;  




        (h)              Liens
created pursuant to the Security Documents;  




        (i)              any
interest or title of a lessor or sublessor under any lease or sublease           entered
into by the Borrower or any other Subsidiary in the ordinary course of           its
business and covering only the assets or real property so leased or           subleased;  




        (j)              Liens
on the property or assets of a Person which becomes a Subsidiary of the
          Borrower after the date hereof securing Indebtedness permitted by Section
          7.2(i); provided, that (i) such Liens existed at the time such Person
          became a Subsidiary of the Borrower and were not created in anticipation
          thereof, (ii) any such Lien is not expanded to cover any property or assets of
          such Person after the time such Person becomes a Subsidiary of the Borrower
          (other than after acquired title in or on such property or proceeds of the
          existing collateral in accordance with the instrument creating such Lien), and
          (iii) the amount of Indebtedness secured thereby is not increased;  




70 










        (k)              Liens
granted by Subsidiaries of the Borrower that are not Loan Parties in favor           of
the Borrower or any Subsidiary Guarantor;  




        (l)              customary
Liens in favor or banking institutions encumbering deposits (including           the
right of set-off) held by such banking institutions incurred in the ordinary
          course of business;  




        (m)              Liens
consisting of rights of customers with respect to inventory which arise           from
deposits and progress payments made in the ordinary course of business; and  




        (n)              Liens
not otherwise permitted by this Section 7.3 so long as neither (i) the
          aggregate outstanding principal amount of the obligations secured thereby nor
          (ii) the aggregate fair market value (determined, in the case of each such
Lien,           as of the date such Lien is incurred) of the assets subject thereto
exceeds (as           to the Borrower and all Subsidiaries) $15,000,000 at any one time.  




    7.4        Limitation
on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or
Dispose of all or substantially all of its Property or business, except that:  



        (a)              any
Subsidiary of the Borrower may be merged or consolidated with or into the
          Borrower (provided that the Borrower shall be the continuing or surviving
          corporation) or with or into any Wholly Owned Subsidiary Guarantor           (provided that
(i) the Wholly Owned Subsidiary Guarantor shall be the           continuing or surviving
corporation or (ii) simultaneously with such           transaction, the continuing or
surviving corporation shall become a Subsidiary           Guarantor and the Borrower
shall comply with Section 6.10 in connection           therewith);  




        (b)              any
Subsidiary of the Borrower may Dispose of any or all of its assets (upon
          voluntary liquidation or otherwise) to the Borrower or any Wholly Owned
          Subsidiary Guarantor; and  




        (c)              any
Investment expressly permitted by Section 7.8 may be structured as a merger,
          consolidation or amalgamation.  




    7.5        Limitation
on Disposition of Property. Dispose of any of its Property (including receivables and
leasehold interests), whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any
Person, except:  



        (a)              the
Disposition of obsolete or worn out Property or Property no longer used or
          useful in the business of the Borrower and its Subsidiaries in the ordinary
          course of business;  




        (b)              the
sale of inventory in the ordinary course of business;  





71 









        (c)              Dispositions
permitted by Section 7.4(b);  




        (d)              the
sale or issuance of any Subsidiary’s Capital Stock to the Borrower or           any
Wholly Owned Subsidiary Guarantor;  




        (e)              Dispositions
consisting of Investments permitted by Section 7.8;  




        (f)              the
Disposition of other assets having a fair market value not to exceed
          $10,000,000 in the aggregate; and  




        (g)              any
Recovery Event, provided that the requirements of Section 2.12(b) are
          complied with in connection therewith.  




    7.6        Limitation
on Restricted Payments. Declare or pay any dividend on, or make any payment on
account of, or set apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any Capital Stock of the
Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash or
property or in obligations of the Borrower or any Subsidiary, or enter into any
derivatives or other transaction with any financial institution, commodities or stock
exchange or clearinghouse (a “Derivatives Counterparty”) obligating, the
Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result
of any change in market value of any such Capital Stock (collectively, “Restricted
Payments”), except that:  



        (a)              any
Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned
          Subsidiary Guarantor;  




        (b)              the
Borrower may make Restricted Payments in the form of common stock of the
          Borrower;  




        (c)              the
Borrower may purchase the Borrower’s common stock or common stock           options
from present or former officers, directors or employees of the Borrower           or any
Subsidiary upon the death, disability or termination of employment of           such
officer, director or employee, provided that the aggregate amount of
          payments under this paragraph subsequent to the date hereof (net of any
proceeds           received by the Borrower subsequent to the date hereof in connection
with           resales of any common stock or common stock options so purchased) shall
not           exceed $1,000,000 in any twelve-month period; and  




        (d)              any
non-Wholly Owned Subsidiary of the Borrower may declare or pay any dividend           on
its Capital Stock, so long as the Borrower or its Wholly Owned Subsidiary,
          which owns such Capital Stock, receives at least its proportionate share of
such           dividends (based on its ratable share of the ownership interests in such
          non-Wholly Owned Subsidiary’s Capital Stock, taking into account the
          relative preferences, if any, of the various classes of Capital Stock of such
          non-Wholly Owned Subsidiary).  




        (e)              the
Borrower may make additional Restricted Payments (including the payment of
          dividends and redemption of Capital Stock) in an aggregate amount not in excess
          of $15,000,000 during the term of this Agreement, provided that, if,
          after giving pro forma effect to the making of such Restricted Payments, the
          Consolidated Leverage Ratio (calculated using Consolidated EBITDA as of the
most           recently ended fiscal quarter for which financial statements are
available) is           less than 4.5 to 1.0, such amount shall be increased to
$25,000,000.  





72 









    7.7        Limitation
on Capital Expenditures. Make or commit to make any Capital Expenditure, except (a)
Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of
business not exceeding $25,000,000 in any fiscal year of the Borrower; provided,
that (i) any such amount referred to above, if not so expended in the fiscal year for
which it is permitted, may be carried over for expenditure in the next succeeding fiscal
year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal
year shall be deemed made, first, in respect of amounts permitted for such fiscal
year as provided above and second, in respect of amounts carried over from the
prior fiscal year pursuant to subclause (i) above and (b) Capital Expenditures made with
the proceeds of any Reinvestment Deferred Amount.  



    7.8        Limitation
on Investments. Make any advance, loan, extension of credit (by way of guaranty or
otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes,
debentures or other debt securities of, or any assets constituting an ongoing business
from, or make any other investment in, any other Person (all of the foregoing, “Investments”),
except:  



        (a)              extensions
of trade credit in the ordinary course of business;  




        (b)              Investments
in Cash Equivalents;  




        (c)              Investments
arising in connection with the incurrence of Indebtedness permitted           by Section
7.2(b) and (e);  




        (d)              loans
and advances to employees of the Borrower or any Subsidiaries of the           Borrower
in the ordinary course of business (including for travel, entertainment           and
relocation expenses) in an aggregate amount for the Borrower and its
          Subsidiaries not to exceed $3,000,000 at any one time outstanding;  




        (e)              Investments
in assets useful in the Borrower’s or the applicable           Subsidiary’s
business made by the Borrower or any of its Subsidiaries with           the proceeds of
any Reinvestment Deferred Amount;  




        (f)              Investments
(other than those relating to the incurrence of Indebtedness           permitted by
Section 7.8(c)) (i) by the Borrower or any of its Subsidiaries in           the Borrower
or any Person that, prior to such Investment, is a Wholly Owned           Subsidiary
Guarantor and (ii) by any Excluded Foreign Subsidiary in any other           Excluded
Foreign Subsidiary;  




        (g)              in
addition to Investments otherwise expressly permitted by this Section,
          Investments by the Borrower constituting acquisitions of Persons or ongoing
          businesses (“Permitted Acquisitions”); provided that:  




73 










	 	(i) 	immediately
prior to and after giving affect to any such Permitted Acquisition,
                    no Default or Event of Default shall exist and be continuing and the
Borrower                     shall have certified same to the Administrative Agent in
writing;  






	 	(ii) 	if
such Permitted Acquisition is structured as a stock acquisition, then either
                    (A) the Person so acquired becomes a domestic Wholly Owned Subsidiary
of the                     Borrower or (B) such Person is merged with and into either the
Borrower or a                     domestic Wholly Owned Subsidiary of the Borrower (with
the Borrower or such                     domestic Wholly Owned Subsidiary being the
surviving corporation in such                     merger);  






	 	(iii) 	all
of the provisions of Section 6.10 have been or will be complied with in
                    respect of such Permitted Acquisition;  






	 	(iv) 	the
only consideration paid in connection with such Permitted Acquisition shall
                    consist of cash, Permitted Seller Notes, Permitted Earn-Out
Obligations or                     Capital Stock of the Borrower;  






	 	(v) 	after
giving pro forma effect to the proposed Permitted Acquisition, the
                    Borrower shall be in compliance with the financial covenants set
forth in                     Section 7.1 (calculated using Consolidated EBITDA as of the
most recently ended                     fiscal quarter for which financial statements are
available);  






	 	(vi) 	the
aggregate consideration (as described in clause (iv) above) of all such
                    Permitted Acquisitions does not exceed $40,000,000 in any fiscal year
of the                     Borrower; provided that any such amount not used for
Permitted                     Acquisition in any fiscal year for which it is permitted,
may be carried over                     for Permitted Acquisitions in the next succeeding
fiscal year of the Borrower;  






	 	(viii) 	the
aggregate amount of Revolving Credit Commitments less the Revolving
                    Extensions of Credit (in each case, as of the date on which such
proposed                     Permitted Acquisition is to be consummated and after giving
effect thereto)                     together with the Borrower’s then available cash
and Cash Equivalents shall                     be greater than $15,000,000;  






        (h)              Investments
in Permitted Joint Ventures consisting of up to (i) $5,000,000 in           cash and Cash
Equivalents and (ii) $15,000,000 in assets, property or securities           other than
cash or Cash Equivalents; provided that, in the case of this           clause
(ii), at the time of such Investment and after giving pro forma effect           thereto
the Borrower shall be in compliance with the financial covenants set           forth in
Section 7.1 (calculated using Consolidated EBITDA as of the most           recently ended
fiscal quarter for which financial statements are available);  




74 










        (i)              Investments
existing on the Closing Date and described on Schedule 7.8;  




        (j)              Investments
(including debt obligations) received in connection with the           bankruptcy or
reorganization of suppliers and customers of the Borrower or any           of its
Subsidiaries and in good faith settlement of delinquent obligations of,           and
other disputes with, customers and suppliers of the Borrower or any of its
          Subsidiaries arising in the ordinary course of business;  




        (k)              Investment
constituting Hedge Agreements to the extent permitted by Section           7.16; and  




        (l)              in
addition to Investments otherwise expressly permitted by this Section,
          Investments by the Borrower or any of its Subsidiaries in an aggregate amount
          (valued at cost) not to exceed $15,000,000 during the term of this Agreement.  




    7.9        Limitation
on Optional Payments and Modifications of Debt Instruments, etc. (a)(i) Make or offer
to make any optional or voluntary payment, prepayment, repurchase or redemption of, or
otherwise voluntarily or optionally defease, any Indebtedness, or segregate funds for any
such payment, prepayment, repurchase, redemption or defeasance, provided that (A)
so long as no Event of Default shall have occurred and be continuing on the date of such
prepayment, repurchase, redemption or other defeasance or would result therefrom, and (B)
after giving pro forma effect to such prepayment, repurchase, redemption or other
defeasance, the Borrower shall be in compliance with the financial covenants set forth in
Section 7.1 (calculated using Consolidated EBITDA as of the most recently ended fiscal
quarter for which financial statements are available), the Borrower may, (x) prepay,
repurchase or redeem any Seller Notes and (y) on or prior to June 1, 2009 prepay,
repurchase or redeem up to 35% of the aggregate principal amount of the Senior Notes with
cash proceeds of Capital Stock issued by the Borrower, or (ii) enter into any derivative
or other transaction with any Derivatives Counterparty obligating the Borrower or any
Subsidiary to make payments to such Derivatives Counterparty as a result of any change in
market value of the Senior Notes, (b) amend, modify or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, any of the terms of the
Senior Notes (other than any such amendment, modification, waiver or other change which
(i) would extend the maturity or reduce the amount of any payment of principal thereof,
reduce the rate or extend the date for payment of interest thereon or relax any covenant
or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does
not involve the payment of a consent fee) or (c) amend its certificate of incorporation,
by-laws or other like governing documents in any manner determined by the Administrative
Agent to be materially adverse to the Lenders.  




75 









    7.10        Limitation
on Transactions with Affiliates. Enter into any transaction, including any purchase,
sale, lease or exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the Borrower or any
Wholly Owned Subsidiary Guarantor), other than (x) loans and advances permitted by
Section 7.8(d) or (y) Restricted Payments permitted by clauses (a) and (c) of Section
7.6, unless such transaction is (a) not otherwise prohibited under this Agreement, (b)
(i) approved by the Borrower’s board of directors and a notice with respect thereto
has been provided to the Administrative Agent or (ii) in the ordinary course of business
of the Borrower or such Subsidiary, as the case may be, and (c) upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it
would obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate.  



    7.11        Limitation
on Sales and Leasebacks. Enter into any arrangement with any Person providing for the
leasing by the Borrower or any Subsidiary of real or personal property which has been or
is to be sold or transferred by the Borrower or such Subsidiary to such Person or to any
other Person to whom funds have been or are to be advanced by such Person on the security
of such property or rental obligations of the Borrower or such Subsidiary.  



    7.12        Limitation
on Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on a day
other than December 31 or change the Borrower’s method of determining fiscal
quarters.  



    7.13        Limitation
on Negative Pledge Clauses. Enter into or suffer to exist or become effective any
agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries
to create, incur, assume or suffer to exist any Lien upon any of its Property or
revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the
case of any guarantor, its obligations under the Guarantee and Collateral Agreement,
other than (a) this Agreement and the other Loan Documents and (c) any agreements
governing any purchase money Liens or Capital Lease Obligations otherwise permitted
hereby (in which case, any prohibition or limitation shall only be effective against the
assets financed thereby).  



    7.14        Limitation
on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any Subsidiary to
(a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by,
or pay or subordinate any Indebtedness owed to the Borrower or any other Subsidiary, (b)
make Investments in the Borrower or any other Subsidiary or (c) transfer any of its
assets to the Borrower or any other Subsidiary, except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under the Loan
Documents, (ii) applicable Requirement of Law, (iii) the Senior Note Indenture, (iv)
customary provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Borrower or any of its Subsidiaries, (v) customary provisions
restricting assignment of any licensing agreement or other contract entered into by the
Borrower or any of its Subsidiaries in the ordinary course of business, (vi) restrictions
on the transfer of any asset subject to Lien permitted by Section 7.3 and (vii) any
restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been
entered into in connection with the Disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary.  




76 









    7.15        Limitation
on Lines of Business. Enter into any business, either directly or through any
Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are
engaged on the date of this Agreement or that are reasonably related thereto.  



    7.16        Limitation
on Hedge Agreements. Enter into any Hedge Agreement other than Hedge Agreements
entered into in the ordinary course of business, and not for speculative purposes, to
protect against changes in interest rates or foreign exchange rates.  



SECTION 8.
                                           EVENTS OF DEFAULT 



        If
any of the following events shall occur and be continuing: 



        (a)              The
Borrower shall fail to pay any principal of any Loan or Reimbursement
          Obligation when due in accordance with the terms hereof; or the Borrower shall
          fail to pay any interest on any Loan or Reimbursement Obligation, or any Loan
          Party shall fail to pay any other amount payable hereunder or under any other
          Loan Document, within five days after any such interest or other amount becomes
          due in accordance with the terms hereof or thereof; or  




        (b)              Any
representation or warranty made or deemed made by any Loan Party herein or           in
any other Loan Document or that is contained in any certificate, document or
          financial or other statement furnished by it at any time under or in connection
          with this Agreement or any such other Loan Document shall prove to have been
          inaccurate in any material respect on or as of the date made or deemed made or
          furnished; or  




        (c)              Any
Loan Party shall default in the observance or performance of any agreement
          contained in Section 6.1, clause (i) or (ii) of Section 6.5(a) (with respect to
          the Borrower only), Section 6.8(a) or Section 7, or in Section 5 of the
          Guarantee and Collateral Agreement or (ii) an “Event of Default” under
          and as defined in any Mortgage shall have occurred and be continuing; or  




        (d)              Any
Loan Party shall default in the observance or performance of any other
          agreement contained in this Agreement or any other Loan Document (other than as
          provided in paragraphs (a) through (c) of this Section), and such default shall
          continue unremedied for a period of 30 days after the date on which any Loan
          Party obtains knowledge of such default, either by the receipt of notice with
          respect thereto or otherwise; or  




77 










        (e)              The
Borrower or any of its Subsidiaries shall (i) default in making any payment           of
any principal of any Indebtedness (including any Guarantee Obligation, but
          excluding the Loans and Reimbursement Obligations) on the scheduled or original
          due date with respect thereto; or (ii) default in making any payment of any
          interest on any such Indebtedness beyond the period of grace, if any, provided
          in the instrument or agreement under which such Indebtedness was created; or
          (iii) default in the observance or performance of any other agreement or
          condition relating to any such Indebtedness or contained in any instrument or
          agreement evidencing, securing or relating thereto, or any other event shall
          occur or condition exist, the effect of which default or other event or
          condition is to cause, or to permit the holder or beneficiary of such
          Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
          cause, with the giving of notice if required, such Indebtedness to become due
          prior to its stated maturity or to become subject to a mandatory offer to
          purchase by the obligor thereunder or (in the case of any such Indebtedness
          constituting a Guarantee Obligation) to become payable; provided, that a
          default, event or condition described in clause (i), (ii) or (iii) of this
          paragraph (e) shall not at any time constitute an Event of Default unless, at
          such time, one or more defaults, events or conditions of the type described in
          clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be
          continuing with respect to Indebtedness the outstanding principal amount of
          which exceeds in the aggregate $10,000,000; or  




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




        (g)              Any
Person shall engage in any “prohibited transaction” (as defined in
          Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any
          “accumulated funding deficiency” (as defined in Section 302 of
ERISA),           whether or not waived, shall exist with respect to any Plan, or any
Lien in           favor of the PBGC or a Plan shall arise on the assets of the Borrower
or any           Commonly Controlled Entity, (iii) a Reportable Event shall occur with
respect           to, or proceedings shall commence to have a trustee appointed, or a
trustee           shall be appointed, to administer or to terminate, any Single Employer
Plan,           which Reportable Event or commencement of proceedings or appointment of a
          trustee is, in the reasonable opinion of the Required Lenders, likely to result
          in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
          Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
          Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
          of the Required Lenders shall be likely to, incur any liability in connection
          with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
          Plan or (vi) any other event or condition shall occur or exist with respect to
a           Plan; and in each case in clauses (i) through (vi) above, such event or
          condition, together with all other such events or conditions, if any, could
          reasonably be expected to have a Material Adverse Effect; or  





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        (h)              One
or more judgments or decrees shall be entered against the Borrower or any of
          its Subsidiaries involving for the Borrower and its Subsidiaries taken as a
          whole a liability (not paid or fully covered by insurance) of $10,000,000 or
          more, and all such judgments or decrees shall not have been vacated,
discharged,           stayed or bonded pending appeal within 30 days from the entry
thereof; or  




        (i)              Any
of the Security Documents shall cease, for any reason (other than by reason           of
the express release thereof pursuant to Section 9.8), to be in full force and
          effect, or any Loan Party or any Affiliate of any Loan Party shall so assert,
or           any Lien created by any of the Security Documents shall cease to be
enforceable           and of the same effect and priority purported to be created
thereby; or  




        (j)              The
guarantee contained in Section 2 of the Guarantee and Collateral Agreement
          shall cease, for any reason (other than by reason of the express release
thereof           pursuant to Section 9.8), to be in full force and effect or any Loan
Party or           any Affiliate of any Loan Party shall so assert; or  




        (k)              Any
Change of Control shall occur;  




then, and in any such event, (A) if
such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above
with respect to the Borrower, automatically the Commitments shall immediately terminate
and the Loans hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the other Loan Documents (including all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and payable, and
(B) if such event is any other Event of Default, either or both of the following actions
may be taken: (i) with the consent of the Majority Revolving Credit Facility Lenders, the
Administrative Agent may, or upon the request of the Majority Revolving Credit Facility
Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving
Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan Documents
(including all amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required thereunder) to
be due and payable forthwith, whereupon the same shall immediately become due and payable.
In the case of all Letters of Credit with respect to which presentment for honor shall not
have occurred at the time of an acceleration pursuant to this paragraph, the Borrower
shall at such time deposit in a cash collateral account opened by the Administrative Agent
an amount in immediately available funds equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit (deposits in such collateral account shall bear interest
for the account of the Borrower and applied to repay the Obligations as described below),
and the Borrower hereby grants to the Administrative Agent, for the ratable benefit of the
Secured Parties, a continuing security interest in all amounts at any time on deposit in
such cash collateral account, including any interest thereon, to secure the undrawn and
unexpired amount of such Letters of Credit and all other Obligations. Amounts held in such
cash collateral account shall be applied by the Administrative Agent to the payment of
drafts drawn under such Letters of Credit, and the unused portion thereof after all such
Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to
repay other obligations of the Borrower hereunder and under the other Loan Documents.
After all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of the
Borrower hereunder and under the other Loan Documents shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the Borrower (or
such other Person as may be lawfully entitled thereto). Except as expressly provided above
in this Section, presentment, demand, protest and all other notices of any kind are hereby
expressly waived by the Borrower. 




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SECTION 9.
                                  THE ADMINISTRATIVE AGENT; THE AGENTS 



    9.1        Authorization
and Action . (a) Each Lender and each Issuing Lender hereby appoints Citicorp as the
Administrative Agent hereunder and each Lender and each Issuing Lender authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement and the other Loan Documents as are delegated to the
Administrative Agent under such agreements and to exercise such powers as are reasonably
incidental thereto. Without limiting the foregoing, each Lender and each Issuing Lender
hereby authorizes the Administrative Agent to execute and deliver, and to perform its
obligations under, each of the Loan Documents to which the Administrative Agent is a
party, to exercise all rights, powers and remedies that the Administrative Agent may have
under such Loan Documents and, in the case of the Security Documents, to act as agent for
the Lenders, the Issuing Lenders and the other Secured Parties under such Security
Documents. Each Lender and each Issuing Lender appoints LCPI as Syndication Agent and
each of GECC and LaSalle as Documentation Agent, and hereby authorizes each of LCPI, GECC
and LaSalle, each to act in its capacity on behalf of such Lender and such Issuing Lender
in accordance with the terms of this Agreement and the other Loan Documents.  



80 










        (b)              As
to any matters not expressly provided for by this Agreement and the other           Loan
Documents (including enforcement or collection), the Administrative Agent           shall
not be required to exercise any discretion or take any action, but shall           be
required to act or to refrain from acting (and shall be fully protected in so
          acting or refraining from acting) upon the instructions of the Required
Lenders,           and such instructions shall be binding upon all Lenders and each
Issuing Lender; provided that the Administrative Agent shall not be required to
take any           action that (i) the Administrative Agent in good faith believes
exposes it to           personal liability unless the Administrative Agent receives an
indemnification           satisfactory to it from the Lenders and the Issuing Lenders
with respect to such           action or (ii) is contrary to this Agreement or applicable
law. The           Administrative Agent agrees to give to each Lender and each Issuing
Lender           prompt notice of each notice given to it by any Loan Party pursuant to
the terms           of this Agreement or the other Loan Documents.  




        (c)              In
performing its functions and duties hereunder and under the other Loan
          Documents, the Administrative Agent is acting solely on behalf of the Lenders
          and the Issuing Lenders except to the limited extent provided in Section
          10.6(d), and its duties are entirely administrative in nature. The
          Administrative Agent does not assume and shall not be deemed to have assumed
any           obligation other than as expressly set forth herein and in the other Loan
          Documents or any other relationship as the agent, fiduciary or trustee of or
for           any Lender, Issuing Lender or holder of any other Obligation. The
Administrative           Agent may perform any of its duties under any Loan Document by
or through its           agents or employees.  




        (d)              In
the event that the Citicorp or any of its Affiliates shall be or become an
          indenture trustee under the Trust Indenture Act of 1939 (as amended, the
          “Trust Indenture Act”) in respect of any securities issued or
          guaranteed by any Loan Party, the parties hereto acknowledge and agree that any
          payment or property received in satisfaction of or in respect of any Obligation
          of such Loan Party hereunder or under any other Loan Document by or on behalf
of           Citicorp in its capacity as the Administrative Agent for the benefit of any
Loan           Party under any Loan Document (other than Citicorp or an Affiliate of
Citicorp)           and which is applied in accordance with the Loan Documents shall be
deemed to be           exempt from the requirements of Section 311 of the Trust Indenture
Act pursuant           to Section 311(b)(3) of the Trust Indenture Act.  




        (e)              None
of the Arrangers or the Syndication Agent nor either of the Documentation
          Agents shall have any obligations or duties whatsoever in such capacity under
          this Agreement or any other Loan Document and incur no liability hereunder or
          thereunder in such capacity.  




    9.2        Administrative
Agent’s Reliance, Etc.. None of the Administrative Agent, any of its Affiliates
or any of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it, him, her or them under or in connection
with this Agreement or the other Loan Documents, except for its, his, her or their own
gross negligence or willful misconduct. Without limiting the foregoing, the
Administrative Agent (a) may treat the payee of any Note as its holder until such Note
has been assigned in accordance with Section 10.6, (b) may rely on the Register to the
extent set forth in Section 10.6(d), (c) may consult with legal counsel (including
counsel to the Borrower or any other Loan Party), independent public accountants and
other experts selected by it and shall not be liable for any action taken or omitted to
be taken in good faith by it in accordance with the advice of such counsel, accountants
or experts, (d) makes no warranty or representation to any Lender or Issuing Lender and
shall not be responsible to any Lender or Issuing Lender for any statements, warranties
or representations made by or on behalf of the Borrower or any of its Subsidiaries in or
in connection with this Agreement or any other Loan Document, (e) shall not have any duty
to ascertain or to inquire either as to the performance or observance of any term,
covenant or condition of this Agreement or any other Loan Document, as to the financial
condition of any Loan Party or as to the existence or possible existence of any Default
or Event of Default, (f) shall not be responsible to any Lender or Issuing Lender for the
due execution, legality, validity, enforceability, genuineness, sufficiency or value of,
or the attachment, perfection or priority of any Lien created or purported to be created
under or in connection with, this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto or thereto and (g) shall incur no
liability under or in respect of this Agreement or any other Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which writing may be a
telecopy or electronic mail) or any telephone message believed by it to be genuine and
signed or sent by the proper party or parties.  




81 









    9.3        Posting
of Approved Electronic Communications. (a) Each of the Lenders, the Issuing Lenders
and the Borrower agrees, and the Borrower shall cause each Guarantor to agree, that the
Administrative Agent may, but shall not be obligated to, make the Approved Electronic
Communications available to the Lenders and Issuing Lenders by posting such Approved
Electronic Communications on IntraLinksTM or a substantially similar electronic
platform chosen by the Administrative Agent to be its electronic transmission system (the
“Approved Electronic Platform”).  



        (b)              Although
the Approved Electronic Platform and its primary web portal are secured           with
generally-applicable security procedures and policies implemented or           modified
by the Administrative Agent from time to time (including, as of the           Closing
Date, a dual firewall and a User ID/Password Authorization System) and           the
Approved Electronic Platform is secured through a single-user-per-deal
          authorization method whereby each user may access the Approved Electronic
          Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Lenders
          and the Borrower acknowledges and agrees, and the Borrower shall cause each
          Guarantor to acknowledge and agree, that the distribution of material through
an           electronic medium is not necessarily secure and that there are
confidentiality           and other risks associated with such distribution. In
consideration for the           convenience and other benefits afforded by such
distribution and for the other           consideration provided hereunder, the receipt
and sufficiency of which is hereby           acknowledged, each of the Lenders, the
Issuing Lenders and the Borrower hereby           approves, and the Borrower shall cause
each Guarantor to approve, distribution           of the Approved Electronic
Communications through the Approved Electronic           Platform and understands and
assumes, and the Borrower shall cause each           Guarantor to understand and assume,
the risks of such distribution.  




        (c)              THE
APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE
          PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE
          ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
          OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (THE
          “AGENT AFFILIATES”) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF
          THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND
          EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED
          ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS. NO WARRANTY OF
          ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
          MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
          PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
AGENT           AFFILIATES IN CONNECTION WITH THE APPROVED ELECTRONIC PLATFORM OR THE
APPROVED           ELECTRONIC COMMUNICATIONS.  




82 










        (d)              Each
of the Lenders, each Issuing Lender and the Borrower agrees, and the           Borrower
shall cause each Guarantor to agree, that the Administrative Agent may,           but
(except as may be required by applicable law) shall not be obligated to,           store
the Approved Electronic Communications on the Approved Electronic Platform           in
accordance with the Administrative Agent’s generally-applicable document
          retention procedures and policies.  




    9.4        The
Administrative Agent Individually. With respect to its Aggregate Exposure Percentage,
each Agent that is a Lender shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and to the extent set
forth herein for any other Lender. The terms “Lenders”, “Revolving Credit
Lenders”, “Tranche B Term Loan Lenders”, “Required Lenders” and
any similar terms shall, unless the context clearly otherwise indicates, include the each
Agent in its individual capacity as a Lender, a Revolving Credit Lender, Tranche B Term
Loan Lender or as one of the Required Lenders. Each Agent and each of its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of banking, trust
or other business with, any Loan Party as if such Agent were not acting as the Agent.  



    9.5        Lender
Credit Decision. Each Lender and each Issuing Lender acknowledges that it shall,
independently and without reliance upon the Administrative Agent, the Syndication Agent,
either of the Documentation Agents, either of the Arrangers or any other Lender, conduct
its own independent investigation of the financial condition and affairs of the Borrower
and each other Loan Party in connection with the making and continuance of the Loans and
with the issuance of the Letters of Credit. Each Lender and each Issuing Lender also
acknowledges that it shall, independently and without reliance upon the Administrative
Agent, the Syndication Agent, either of the Documentation Agents, either of the Arrangers
or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement and other Loan Documents. Except for the documents
expressly required by any Loan Document to be transmitted by the Administrative Agent to
the Lenders or the Issuing Lenders, the Administrative Agent shall not have any duty or
responsibility to provide any Lender or any Issuing Lender with any credit or other
information concerning the business, prospects, operations, property, financial or other
condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that
may come into the possession of the Administrative Agent or any Affiliate thereof or any
employee or agent of any of the foregoing.  



83 










    9.6        Indemnification.
Each Lender agrees to indemnify the Administrative Agent and each of its Affiliates, and
each of their respective directors, officers, employees, agents and advisors (to the
extent not reimbursed by the Borrower), from and against such Lender’s Aggregate
Exposure Percentage of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements (including fees, expenses
and disbursements of financial and legal advisors) of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against, the Administrative Agent or any of
its Affiliates, directors, officers, employees, agents and advisors in any way relating
to or arising out of this Agreement or the other Loan Documents or any action taken or
omitted by the Administrative Agent under this Agreement or the other Loan Documents; provided that
no Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent’s or such Affiliate’s gross negligence or willful
misconduct. Without limiting the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including fees, expenses and disbursements of financial and legal advisors)
incurred by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of its
rights or responsibilities under, this Agreement or the other Loan Documents, to the
extent that the Administrative Agent is not reimbursed for such expenses by the Borrower
or another Loan Party.  



    9.7        Successor
Administrative Agent. The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring Administrative
Agent’s giving of notice of resignation, then the retiring Administrative Agent may,
on behalf of the Lenders, appoint a successor Administrative Agent, selected from among
the Lenders. In either case, such appointment shall be subject to the prior written
approval of the Borrower (which approval may not be unreasonably withheld and shall not
be required upon the occurrence and during the continuance of an Event of Default). Upon
the acceptance of any appointment as Administrative Agent by a successor Administrative
Agent, such successor Administrative Agent shall succeed to, and become vested with, all
the rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the retiring Administrative Agent shall
take such action as may be reasonably necessary to assign to the successor Administrative
Agent its rights as Administrative Agent under the Loan Documents. After such
resignation, the retiring Administrative Agent shall continue to have the benefit of this
Section 9 as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.  



84 










    9.8        Concerning
the Collateral and the Security Documents. (a) Each Lender and each Issuing Lender
agrees that any action taken by the Administrative Agent or the Required Lenders (or,
where required by the express terms of this Agreement, a greater proportion of the
Lenders) in accordance with the provisions of this Agreement or of the other Loan
Documents, and the exercise by the Administrative Agent or the Required Lenders (or,
where so required, such greater proportion) of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be authorized
and binding upon all of the Lenders, the Issuing Lenders and the other Secured Parties.
Without limiting the generality of the foregoing, the Administrative Agent shall have the
sole and exclusive right and authority to (i) act as the disbursing and collecting agent
for the Lenders and the Issuing Lenders with respect to all payments and collections
arising in connection herewith and with the Security Documents, (ii) execute and deliver
each Security Document and accept delivery of each such agreement delivered by the
Borrower or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the
Issuing Lenders and the other Secured Parties for purposes of the perfection of all
security interests and Liens created by such agreements and all other purposes stated
therein, provided that the Administrative Agent hereby appoints, authorizes and directs
each Lender and each Issuing Lender to act as collateral sub-agent for the Administrative
Agent, the Lenders and the Issuing Lenders for purposes of the perfection of all security
interests and Liens with respect to the Collateral, including any deposit accounts
maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender or
such Issuing Lender, (iv) manage, supervise and otherwise deal with the Collateral, (v)
take such action as is necessary or desirable to maintain the perfection and priority of
the security interests and Liens created or purported to be created by the Security
Documents and (vi) except as may be otherwise specifically restricted by the terms hereof
or of any other Loan Document, exercise all remedies given to the Agents, the Lenders,
the Issuing Lenders and the other Secured Parties with respect to the Collateral under
the Loan Documents relating thereto, applicable law or otherwise.  



        (b)              Each
of the Lenders and the Issuing Lenders hereby consents to the release and
          hereby directs, in accordance with the terms hereof, the Administrative Agent
to           release (or, in the case of clause (ii) below, release or subordinate) any
Lien           held by the Administrative Agent for the benefit of the Lenders and the
Issuing           Lenders against any of the following:  




	 	
(i)    
                      all of the Collateral and all Loan Parties, upon termination of the
Commitments                     and payment and satisfaction in full of all Loans, all
Reimbursement Obligations                     and all other Obligations that the
Administrative Agent has been notified in                     writing are then due and
payable (and, in respect of contingent L/C Obligations,                     with respect
to which cash collateral has been deposited or a back-up letter of
                    credit has been issued, in either case in the appropriate currency
and on terms                     satisfactory to the Administrative Agent and the
applicable Issuing Lender);  






85 










	 	
(ii)    
                     any assets that are subject to a Lien permitted by Section 7.3(f) or
(g); and  






	 	
(iii)    
                      any part of the Collateral sold or disposed of by a Loan Party if
such sale or                     disposition is permitted by this Agreement (or permitted
pursuant to a waiver of                     or consent to a transaction otherwise
prohibited by this Agreement).  






Each of the Lenders and the Issuing
Lenders hereby directs the Administrative Agent to execute and deliver or file such
termination and partial release statements and do such other things as are necessary to
release Liens to be released pursuant to this Section 9.8 promptly upon the effectiveness
of any such release. 



SECTION 10.
                                            MISCELLANEOUS 



    10.1        Amendments
and Waivers. (a) Neither this Agreement or any other Loan Document, nor any terms
hereof or thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section 10.1. The Required Lenders and each Loan Party party to the
relevant Loan Document may, or (with the written consent of the Required Lenders) the
Administrative Agent and each Loan Party party to the relevant Loan Document may, from
time to time, (a) enter into written amendments, supplements or modifications hereto and
to the other Loan Documents (including amendments and restatements hereof or thereof) for
the purpose of adding any provisions to this Agreement or the other Loan Documents or
changing in any manner the rights of the Lenders or of the Loan Parties hereunder or
thereunder or (b) waive, on such terms and conditions as may be specified in the
instrument of waiver, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided that
no such waiver and no such amendment, supplement or modification shall:  



	 	(i) 	forgive
or reduce the principal amount or extend the final scheduled date of
               maturity of any Loan or Reimbursement Obligation, extend the scheduled
date of                or reduce the amount of any amortization payment in respect of any
Tranche B                Term Loan, reduce the stated rate of any interest or fee payable
hereunder                (except (x) in connection with the waiver of applicability of
any post-default                increase in interest rates (which waiver shall be
effective with the consent of                the Majority Facility Lenders of each
adversely affected Facility) and (y) that                any amendment or modification of
defined terms used in the financial covenants                in this Agreement shall not
constitute a reduction in the rate of interest or                fees for purposes of
this clause (i)) or extend the scheduled date of any                payment thereof, or
increase the amount or extend the expiration date of any                Commitment of any
Lender; require additional consents to be obtained with                respect to the
sale or any assignment or participations of any interests of the                Lenders
hereunder, in each case without the consent of each Lender directly
               affected thereby;  







86 









	 	(ii) 	amend,
modify or waive any provision of this Section or reduce any percentage
               specified in the definition of Required Lenders or Required Prepayment
Lenders,                consent to the assignment or transfer by the Borrower of any of
its rights and                obligations under this Agreement and the other Loan
Documents, release all or                substantially all of the Collateral or release
all or substantially all of the                Subsidiary Guarantors from their guarantee
obligations under the Guarantee and                Collateral Agreement, in each case
without the consent of all Lenders;  






	 	(iii) 	amend,
modify or waive any condition precedent to any extension of credit under
               the Revolving Credit Facility set forth in Section 5.2 (including the
waiver of                an existing Default or Event of Default required to be waived in
order for such                extension of credit to be made) without the consent of the
Majority Revolving                Credit Facility Lenders;  






	 	(iv) 	reduce
the percentage specified in the definition of Majority Facility Lenders
               with respect to any Facility without the written consent of all Lenders
under                such Facility;  






	 	(v) 	amend,
modify or waive any provision of Section 9, or any other provision of                this
Agreement affecting the rights, duties and obligations of the Arrangers or
               the Administrative Agent, as the case may be, without the consent of each
               Arranger or the Administrative Agent, as applicable, directly affected
thereby;  






	 	(vi) 	reduce
the amount of Net Cash Proceeds or Excess Cash Flow required to be                applied
to prepay Loans under this Agreement without the written consent of the
               Majority Facility Lenders with respect to each Facility;  






	 	(vii) 	amend,
modify or waive any provision of Section 2.6 or 2.7 without the written
               consent of the Swing Line Lender;  






	 	(viii) 	amend,
modify or waive the prorata provisions of Section 2.17
               without the consent of each Lender directly affected thereby; or  






	 	(ix) 	amend,
modify or waive any provision of Section 3 without the consent of each
               Issuing Lender.  







87 









Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, the Lenders, the Arrangers, the Administrative Agent and
all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders,
the Arrangers and the Administrative Agent shall be restored to their former position and
rights hereunder and under the other Loan Documents, and any Default or Event of Default
waived shall be deemed to be cured and not continuing; but no such waiver shall extend to
any subsequent or other Default or Event of Default, or impair any right consequent
thereon. Any such waiver, amendment, supplement or modification shall be effected by a
written instrument signed by the parties required to consent pursuant to the foregoing
provisions of this Section; provided, that delivery of an executed signature page
of any such instrument by facsimile transmission shall be effective as delivery of a
manually executed counterpart thereof. 



        (b)               If,
in connection with any proposed amendment, modification, waiver or           termination
requiring the consent of all Lenders under any Facility, the consent           of the
Required Lenders is obtained but the consent of any Revolving Credit           Lender or
Tranche B Term Loan Lender whose consent is required is not obtained           (any such
Lender whose consent is not obtained as described in this Section 10.1           being
referred to as a “Non-Consenting Lender”), then, as long           as
the Lender acting as the Administrative Agent is not a Non-Consenting Lender,
          at the Borrower’s request, an Assignee acceptable to the Administrative
          Agent shall have the right with the Administrative Agent’s consent and in
          the Administrative Agent’s sole discretion (but shall have no obligation)
          to purchase from such Non-Consenting Lender, and such Non-Consenting Lender
          agrees that it shall, upon the Administrative Agent’s request, sell and
          assign to the Lender acting as the Administrative Agent or such Assignee, all
of           the Revolving Credit Commitments and Revolving Extensions of Credit of such
          Non-Consenting Lender if such Non-Consenting Lender is a Revolving Credit
Lender           and all of the Tranche B Term Loans of such Non-Consenting Lender if
such           Non-Consenting Lender is a Tranche B Term Loan Lender, in each case for an
          amount equal to the principal balance of all such Revolving Loans or Tranche B
          Term Loans, as applicable, held by the Non-Consenting Lender and all accrued
and           unpaid interest and fees with respect thereto through the date of sale; provided,
that such purchase and sale shall be recorded in the Register           and not be
effective until (x) the Administrative Agent shall have received from           such
Assignee an agreement in form and substance satisfactory to the           Administrative
Agent and the Borrower whereby such Assignee shall agree to be           bound by the
terms hereof and (y) such Non-Consenting Lender shall have received           payments of
all Revolving Loans or Tranche B Term Loans, as applicable, held by           it and all
accrued and unpaid interest and fees with respect thereto through the           date of
the sale. Each Lender agrees that, if it becomes a Non-Consenting           Lender, it
shall execute and deliver to the Administrative Agent an Assignment           an
Acceptance to evidence such sale and purchase and shall deliver to the
          Administrative Agent any Note (if the assigning Lender’s Loans are
          evidenced by Notes) subject to such Assignment and Acceptance; provided          that
the failure of any Non-Consenting Lender to execute an Assignment and
          Acceptance shall not render such sale and purchase (and the corresponding
          assignment) invalid and such assignment shall be recorded in the Register.  




88 










        (c)           Notwithstanding
the foregoing, this Agreement and any other Loan Document may be           amended (or
amended and restated) with the written consent of the Required           Lenders, the
Administrative Agent and each Loan Party party to each relevant           Loan Document
(x) to add one or more additional credit facilities to this           Agreement and to
permit the extensions of credit from time to time outstanding           thereunder and
the accrued interest and fees in respect thereof (collectively,           the “Additional
Extensions of Credit”) to share ratably in the           benefits of this
Agreement and the other Loan Documents with the Tranche B Term           Loans and
Revolving Extensions of Credit and the accrued interest and fees in           respect
thereof and (y) to include appropriately the Lenders holding such credit
          facilities in any determination of the Required Lenders, Required Prepayment
          Lenders and Majority Revolving Credit Facility Lenders; provided that no
          such amendment shall permit the Additional Extensions of Credit to share
ratably           with or with preference to the Loans in the application of mandatory
prepayments           without the consent of the Required Prepayment Lenders.  




    10.2        Notices.
All notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered, or three
Business Days after being deposited in the mail, postage prepaid, or, in the case of
telecopy notice, when received, addressed (a) in the case of the Borrower, the Arrangers
and the Administrative Agent, as follows and (b) in the case of the Lenders, as set forth
in an administrative questionnaire delivered to the Administrative Agent or on Schedule I
to the Lender Addendum to which such Lender is a party or, in the case of a Lender which
becomes a party to this Agreement pursuant to an Assignment and Acceptance, in such
Assignment and Acceptance or (c) in the case of any party, to such other address as such
party may hereafter notify to the other parties hereto:  




	 	  The Borrower: 	Hanger
Orthopedic Group, Inc.                                        
Two Bethesda Metro Center,
Suit 1200                                        
Bethesda, Maryland 20814
                                       
Attention:  Jason P. Owen
                                       
Telecopy:  (301) 280-4650
                                       
Telephone:  (301) 280-4505






	 	
with
a copy to:






	 	
Foley
& Lardner LLP                                        
3000 K Street, N.W., Suite 500
                                       
Washington, DC 20007
                                       
Attention: Arthur H. Bill
                                       
Telecopy: (202) 295 4003
                                       
Telephone: (202) 672 5399






	 	
The
Administrative Agent: 






	 	
Citicorp
North America, Inc.                                       
Global Loans Support Services
                                      
2 Penns Way, Suite 110
                                      
New Castle, Delaware 19720
                                      
Attention:  Anne Keyser
                                      
Telecopy:  (302) 894-6128
                                      
Telephone:  (212) 994-0961






89 










	 	
Issuing
Lender: 






	 	
As
notified by such Issuing Lender to the
                                      
Administrative Agent and the Borrower









provided, that any notice,
request or demand to or upon the any Agent, the Issuing Lender or any Lender shall not be
effective until received. 



        Notices
and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to
particular notices or communications. 



    10.3        No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on
the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or
under the other Loan Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.  



    10.4        Survival
of Representations and Warranties. All representations and warranties made herein, in
the other Loan Documents and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of this
Agreement and the making of the Loans and other extensions of credit hereunder.  




90 









    10.5        Payment
of Expenses. The Borrower agrees (a) to pay or reimburse each Agent and each Arranger
for all their reasonable out of pocket costs and expenses incurred in connection with the
syndication of the Facilities (other than fees payable to syndicate members) and the
development, preparation and execution of, and any amendment, supplement or modification
to, this Agreement and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements and other charges of counsel to the Administrative Agent and the charges of
Intralinks, (b) to pay or reimburse each Lender, each Arranger, the Administrative Agent,
the Syndication Agent and each Documentation Agent, for all their costs and expenses
incurred in connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any other documents prepared in connection
herewith or therewith, including the fees and disbursements of counsel (including the
allocated fees and disbursements and other charges of in-house counsel) to each Lender,
each Arranger, the Syndication Agent, each Documentation Agent and of counsel to the
Administrative Agent, (c) to pay, indemnify, or reimburse each Lender, each Agent and
each Arranger for, and hold each Lender, each Agent and each Arranger harmless from, any
and all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, which may be
payable or determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in respect
of, this Agreement, the other Loan Documents and any such other documents, and (d) to
pay, indemnify or reimburse each Lender, each Agent, each Arranger, their respective
affiliates, and their respective officers, directors, trustees, employees, advisors,
agents, attorneys in fact and controlling persons (each, an “Indemnitee”)
for, and hold each Indemnitee harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the other Loan Documents
and any such other documents, including any of the foregoing relating to the use of
proceeds of the Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or
any of the Properties or the use by unauthorized Persons of information or other
materials sent through electronic telecommunications or other information transmission
systems that are intercepted by such Persons and the reasonable fees and disbursements
and other charges of legal counsel in connection with claims, actions or proceedings by
any Indemnitee against the Borrower hereunder (all the foregoing in this clause (d),
collectively, the “Indemnified Liabilities”), provided that the
Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are judicially determined to have
resulted from the gross negligence or willful misconduct of such Indemnitee or its
officers, directors, employees or co-employees. No Indemnitee shall be liable for any
damages arising from the use by unauthorized persons of Information or other materials
sent through electronic, telecommunications or other information transmission systems
that are intercepted by such persons or for any special, indirect, consequential or
punitive damages in connection with the Facilities. Without limiting the foregoing, and
to the extent permitted by applicable law, the Borrower agrees not to assert and to cause
its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so
to waive, all rights for contribution or any other rights of recovery with respect to all
claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature, under or related to Environmental Laws, that any of them
might have by statute or otherwise against any Indemnitee. All amounts due under this
Section shall be payable not later than 30 days after written demand therefor. Statements
payable by the Borrower pursuant to this Section shall be submitted to Hai Tran
(Telephone No. (301) 280-4871 (Fax No. (301) 986-0325), at the address of the Borrower
set forth in Section 10.2, or to such other Person or address as may be hereafter
designated by the Borrower in a notice to the Administrative Agent. The agreements in
this Section shall survive repayment of the Loans and all other amounts payable
hereunder.  




91 









    10.6        Successors
and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon
and inure to the benefit of the Borrower, the Lenders, the Arrangers, the Agents, all
future holders of the Loans and their respective successors and assigns, except that the
Borrower may not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Arranger, each Agent and each Lender.  



        (b)              Any
Lender may, without the consent of the Borrower or any other Person, in
          accordance with applicable law, at any time sell to one or more banks,
financial           institutions or other entities (each, a “Participant”)
          participating interests in any Loan owing to such Lender, any Commitment of
such           Lender or any other interest of such Lender hereunder and under the other
Loan           Documents. In the event of any such sale by a Lender of a participating
interest           to a Participant, such Lender’s obligations under this Agreement
to the           other parties to this Agreement shall remain unchanged, such Lender
shall remain           solely responsible for the performance thereof, such Lender shall
remain the           holder of any such Loan for all purposes under this Agreement and
the other Loan           Documents, and the Borrower, the Arrangers and the
Administrative Agent shall           continue to deal solely and directly with such
Lender in connection with such           Lender’s rights and obligations under this
Agreement and the other Loan           Documents. In no event shall any Participant under
any such participation have           any right to approve any amendment or waiver of any
provision of any Loan           Document, or any consent to any departure by any Loan
Party therefrom, except to           the extent that such amendment, waiver or consent
would require the consent of           all Lenders pursuant to Section 10.1. The Borrower
agrees that if amounts           outstanding under this Agreement and the Loans are due
or unpaid, or shall have           been declared or shall have become due and payable
upon the occurrence of an           Event of Default, each Participant shall, to the
maximum extent permitted by           applicable law, be deemed to have the right of
setoff in respect of its           participating interest in amounts owing under this
Agreement to the same extent           as if the amount of its participating interest
were owing directly to it as a           Lender under this Agreement, provided that,
in purchasing such           participating interest, such Participant shall be deemed to
have agreed to share           with the Lenders the proceeds thereof as provided in
Section 10.7(a) as fully as           if such Participant were a Lender hereunder. The
Borrower also agrees that each           Participant shall be entitled to the benefits of
Sections 2.19, 2.20 and 2.21           with respect to its participation in the
Commitments and the Loans outstanding           from time to time as if such Participant
were a Lender; provided, that,           in the case of Section 2.20, such
Participant shall have complied with the           requirements of said Section, and provided,
further, that no           Participant shall be entitled to receive any greater
amount pursuant to any such           Section than the transferor Lender would have been
entitled to receive in           respect of the amount of the participation transferred
by such transferor Lender           to such Participant had no such transfer occurred.  




92 










        (c)              Any
Lender (an “Assignor”) may, in accordance with applicable           law
and upon written notice to the Administrative Agent, at any time and from           time
to time assign to any Lender or any affiliate, Related Fund or Control
          Investment Affiliate thereof or, with the consent of the Borrower and the
          Administrative Agent and, in the case of any assignment of Revolving Credit
          Commitments, the written consent of the Issuing Lenders and the Swing Line
          Lender (which, in each case, shall not be unreasonably withheld or delayed)
          (provided that (x) no such consent need be obtained by the
Administrative           Agent or its affiliates and (y) the consent of neither the
Administrative Agent           nor the Borrower need be obtained with respect to any
assignment of funded           Tranche B Term Loans), to an additional bank, financial
institution or other           entity (an “Assignee”) all or any part of
its rights and           obligations under this Agreement pursuant to an Assignment and
Acceptance,           substantially in the form of Exhibit D (“Assignment and
          Acceptance”), executed by such Assignee and such Assignor (and, where
          the consent of the Borrower, the Administrative Agent or the Issuing Lenders or
          the Swing Line Lender is required pursuant to the foregoing provisions, by the
          Borrower and such other Persons) and delivered to the Administrative Agent for
          its acceptance and recording in the Register; provided, that no such
          assignment to an Assignee (other than, in each case, any Lender or any
affiliate           thereof) shall be in an aggregate principal amount of less than
$1,000,000 with           respect to Tranche B Term Loans and $5,000,000 with respect to
the Revolving           Credit Facility (other than, in each case, in the case of an
assignment of all           of a Lender’s interests under this Agreement), unless
otherwise agreed by           the Borrower and the Administrative Agent. Any such
assignment need not be           ratable as among the Facilities. Upon such execution,
delivery, acceptance and           recording, from and after the effective date
determined pursuant to such           Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto           and, to the extent provided in such
Assignment and Acceptance, have the rights           and obligations of a Lender
hereunder with Commitments and/or Loans as set forth           therein, and (y) the
Assignor thereunder shall, to the extent provided in such           Assignment and
Acceptance, be released from its obligations under this Agreement           (and, in the
case of an Assignment and Acceptance covering all of an           Assignor’s rights
and obligations under this Agreement, such Assignor shall           cease to be a party
hereto, except as to Section 2.19, 2.20 and 10.5 in respect           of the period prior
to such effective date). Notwithstanding any provision of           this Section, the
consent of the Borrower shall not be required (x) for any           assignment that
occurs at any time when any Event of Default shall have occurred           and be
continuing and (y) for any assignment in connection with the primary
          syndication of the Facilities. For purposes of the minimum assignment amounts
          set forth in this paragraph, multiple assignments by two or more Related Funds
          shall be aggregated.  




        (d)              The
Administrative Agent shall, on behalf of the Borrower, maintain at its           address
referred to in Section 10.2 a copy of each Assignment and Acceptance           delivered
to it and a register (the “Register”) for the           recordation of
the names and addresses of the Lenders and the Commitment of, and           principal
amount of the Loans owing to, each Lender from time to time. The           entries in the
Register shall be conclusive, in the absence of manifest error,           and the
Borrower, each Agent and the Lenders shall treat each Person whose name           is
recorded in the Register as the owner of the Loans and any Notes evidencing
          such Loans recorded therein for all purposes of this Agreement. Any assignment
          of any Loan, whether or not evidenced by a Note, shall be effective only upon
          appropriate entries with respect thereto being made in the Register (and each
          Note shall expressly so provide). Any assignment or transfer of all or part of
a           Loan evidenced by a Note shall be registered on the Register only upon
surrender           for registration of assignment or transfer of the Note evidencing
such Loan,           accompanied by a duly executed Assignment and Acceptance; thereupon
one or more           new Notes in the same aggregate principal amount shall be issued to
the           designated Assignee, and the old Notes shall be returned by the
Administrative           Agent to the Borrower marked “canceled”. The Register
shall be           available for inspection by the Borrower or any Lender (with respect
to any           entry relating to such Lender’s Loans) at any reasonable time and
from time           to time upon reasonable prior notice.  




93 










        (e)              Upon
its receipt of an Assignment and Acceptance executed by an Assignor and an
          Assignee (and, in any case where the consent of any other Person is required by
          Section 10.6(c), by each such other Person) together with payment to the
          Administrative Agent of a registration and processing fee of $3,500 (if
required           by the Administrative Agent and, in any case treating multiple,
simultaneous           assignments by or to two or more Related Funds as a single
assignment) (except           that no such registration and processing fee shall be
payable in the case of an           Assignee which is already a Lender or is an affiliate
or Related Fund of a           Lender or a Person under common management with a Lender),
the Administrative           Agent shall (i) promptly accept such Assignment and
Acceptance and (ii) on the           effective date determined pursuant thereto record
the information contained           therein in the Register and give notice of such
acceptance and recordation to           the Borrower. On or prior to such effective date,
the Borrower, at its own           expense, upon request, shall execute and deliver to
the Administrative Agent (in           exchange for the Revolving Credit Note and/or
applicable Term Notes, as the case           may be, of the assigning Lender) a new
Revolving Credit Note and/or applicable           Term Notes, as the case may be, to the
order of such Assignee in an amount equal           to the Revolving Credit Commitment
and/or applicable Tranche B Term Loans, as           the case may be, assumed or acquired
by it pursuant to such Assignment and           Acceptance and, if the Assignor has
retained a Revolving Credit Commitment           and/or Tranche B Term Loans, as the case
may be, upon request, a new Revolving           Credit Note and/or Term Notes, as the
case may be, to the order of the Assignor           in an amount equal to the Revolving
Credit Commitment and/or applicable Tranche           B Term Loans, as the case may be,
retained by it hereunder. Such new Note or           Notes shall be dated the Closing
Date and shall otherwise be in the form of the           Note or Notes replaced thereby.  




        (f)              For
the avoidance of doubt, the parties to this Agreement acknowledge that the
          provisions of this Section concerning assignments of Loans and Notes relate
only           to absolute assignments and that such provisions do not prohibit
assignments           creating security interests in Loans and Notes, including any
pledge or           assignment by a Lender of any Loan or Note to (i) any Federal Reserve
Bank in           accordance with applicable law, (ii) any holder of, or trustee for the
benefit           of, the holders of such Lender’s securities or (iii) any SPC to
which such           Lender granted an option pursuant to clause (g) below.  




94 










        (g)              Notwithstanding
anything to the contrary contained herein, any Lender (a           “Granting
Lender”) may grant to a special purpose funding           vehicle (an “SPC”),
identified as such in writing from time to           time by the Granting Lender to the
Administrative Agent and the Borrower, the           option to provide to the Borrower
all or any part of any Loan that such Granting           Lender would otherwise be
obligated to make to the Borrower pursuant to this           Agreement; provided,
that (i) nothing herein shall constitute a           commitment by any SPC to make any
Loan and (ii) if an SPC elects not to exercise           such option or otherwise fails
to provide all or any part of such Loan, the           Granting Lender shall be obligated
to make such Loan pursuant to the terms           hereof. The making of a Loan by an SPC
hereunder shall utilize the Commitment of           the Granting Lender to the same
extent, and as if, such Loan were made by such           Granting Lender. Each party
hereto hereby agrees that no SPC shall be liable for           any indemnity or similar
payment obligation under this Agreement (all liability           for which shall remain
with the Granting Lender). In furtherance of the           foregoing, each party hereto
hereby agrees (which agreement shall survive the           termination of this Agreement)
that, prior to the date that is one year and one           day after the payment in full
of all outstanding commercial paper or other           indebtedness of any SPC, it will
not institute against, or join any other person           in instituting against, such
SPC any bankruptcy, reorganization, arrangement,           insolvency or liquidation
proceedings under the laws of the United States or any           state thereof. In
addition, notwithstanding anything to the contrary in this           Section 10.6(g), any
SPC may (A) with notice to, but without the prior written           consent of, the
Borrower and the Administrative Agent and without paying any           processing fee
therefor, assign all or a portion of its interests in any Loans           to the Granting
Lender, or with the prior written consent of the Borrower and           the
Administrative Agent (which consent shall not be unreasonably withheld) to           any
financial institutions providing liquidity and/or credit support to or for           the
account of such SPC to support the funding or maintenance of Loans, and (B)
          disclose on a confidential basis any non-public information relating to its
          Loans to any rating agency, commercial paper dealer or provider of any surety,
          guarantee or credit or liquidity enhancement to such SPC; provided, that
          non-public information with respect to the Borrower may be disclosed only with
          the Borrower’s consent which will not be unreasonably withheld. This
          paragraph (g) may not be amended without the written consent of any SPC with
          Loans outstanding at the time of such proposed amendment.  




    10.7        Adjustments;
Set-off. (a) Except to the extent that this Agreement provides for payments to be
allocated to a particular Lender or to the Lenders under a particular Facility, if any
Lender (a “Benefitted Lender”) shall at any time receive any payment of
all or part of the Obligations owing to it, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set off, pursuant to events or proceedings of
the nature referred to in Section 8(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect of such
other Lender’s Obligations, such Benefitted Lender shall purchase for cash from the
other Lenders a participating interest in such portion of each such other Lender’s
Obligations, or shall provide such other Lenders with the benefits of any such
collateral, as shall be necessary to cause such Benefitted Lender to share the excess
payment or benefits of such collateral ratably with each of the Lenders; provided that
if all or any portion of such excess payment or benefits is thereafter recovered from
such Benefitted Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.  



        (b)              In
addition to any rights and remedies of the Lenders provided by law, each           Lender
shall have the right, without prior notice to the Borrower, any such           notice
being expressly waived by the Borrower to the extent permitted by           applicable
law, upon any amount becoming due and payable by the Borrower           hereunder
(whether at the stated maturity, by acceleration or otherwise), to set           off and
appropriate and apply against such amount any and all deposits (general           or
special, time or demand, provisional or final), in any currency, and any           other
credits, indebtedness or claims, in any currency, in each case whether           direct
or indirect, absolute or contingent, matured or unmatured, at any time           held or
owing by such Lender or any branch or agency thereof to or for the           credit or
the account of the Borrower. Each Lender agrees to notify promptly the           Borrower
and the Administrative Agent after any such setoff and application made           by such
Lender, provided that the failure to give such notice shall not           affect
the validity of such setoff and application.  




95 










    10.8        Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of an executed signature page
of this Agreement or of a Lender Addendum by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the Administrative Agent.  



    10.9        Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  



    10.10        Integration.
This Agreement and the other Loan Documents represent the entire agreement of the
Borrower, the Administrative Agent, the Arrangers and the Lenders with respect to the
subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Arrangers, the Agents or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.  



    10.11        GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.  



    10.12        Submission
To Jurisdiction; Waivers.  The Borrower hereby irrevocably and unconditionally: 



        (a)              submits
for itself and its Property in any legal action or proceeding relating           to this
Agreement and the other Loan Documents to which it is a party, or for
          recognition and enforcement of any judgment in respect thereof, to the
          non-exclusive general jurisdiction of the courts of the State of New York
          located in the County of New York, the courts of the United States of America
          for the Southern District of New York, and appellate courts from any thereof;  




96 










        (b)              consents
that any such action or proceeding may be brought in such courts and           waives any
objection that it may now or hereafter have to the venue of any such           action or
proceeding in any such court or that such action or proceeding was           brought in
an inconvenient court and agrees not to plead or claim the same;  




        (c)              agrees
that service of process in any such action or proceeding may be effected           by
mailing a copy thereof by registered or certified mail (or any substantially
          similar form of mail), postage prepaid, to the Borrower at its address set
forth           in Section 10.2 or at such other address of which the Administrative
Agent shall           have been notified pursuant thereto;  




        (d)              agrees
that nothing herein shall affect the right to effect service of process           in any
other manner permitted by law or shall limit the right to sue in any           other
jurisdiction; and  




        (e)              waives,
to the maximum extent not prohibited by law, any right it may have to           claim or
recover in any legal action or proceeding referred to in this Section           any
special, exemplary, punitive or consequential damages.  




    10.13        Acknowledgments.
 The Borrower hereby acknowledges that: 



        (a)              it
has been advised by counsel in the negotiation, execution and delivery of           this
Agreement and the other Loan Documents;  




        (b)              neither
the Arrangers, the Syndication Agent, the Documentation Agents, the
          Administrative Agent nor any Lender has any fiduciary relationship with or duty
          to the Borrower arising out of or in connection with this Agreement or any of
          the other Loan Documents, and the relationship between each Arranger, the
          Syndication Agent, the Documentation Agent, the Administrative Agent and the
          Lenders, on one hand, and the Borrower, on the other hand, in connection
          herewith or therewith is solely that of debtor and creditor; and  




        (c)              no
joint venture is created hereby or by the other Loan Documents or otherwise
          exists by virtue of the transactions contemplated hereby among either of the
          Arrangers, the Syndication Agent, either of the Documentation Agents, the
          Administrative Agent and the Lenders or among the Borrower and the Lenders.  




    10.14        Confidentiality.
Each of the Arrangers, the Administrative Agent, the Syndication Agent, each of the
Documentation Agents, and the Lenders agrees to keep confidential all non-public
information provided to it by any Loan Party pursuant to this Agreement that is
designated by such Loan Party as confidential; provided, that nothing herein shall
prevent either of the Arrangers, the Administrative Agent, the Syndication Agent, either
of the Documentation Agents, or any Lender from disclosing any such information (a) to
either of the Arrangers, any Agent, any other Lender or any affiliate of any thereof, (b)
to any Participant or Assignee (each, a “Transferee”) or prospective
Transferee that agrees to comply with the provisions of this Section or substantially
equivalent provisions, (c) to any of its employees, directors, trustees, agents,
attorneys, accountants and other professional advisors that are or are expected to be
involved in the review or evaluation of such information in connection with the
transactions contemplated by this Agreement and are advised of the confidential nature of
such information, (d) to any financial institution that is a direct or indirect
contractual counterparty in swap agreements or such contractual counterparty’s
professional advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this Section), (e)
upon the request or demand of any Governmental Authority having jurisdiction over it, (f)
in response to any order of any court or other Governmental Authority or as may otherwise
be required pursuant to any Requirement of Law, (g) in connection with any litigation or
similar proceeding, (h) that has been publicly disclosed other than in breach of this
Section, (i) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender’s investment portfolio in connection with ratings issued
with respect to such Lender or (j) in connection with the exercise of any remedy
hereunder or under any other Loan Document.  



97   










        10.15
Delivery of Lender Addenda. Each initial Lender shall become a party to this
Agreement by delivering to the Administrative Agent a Lender Addendum duly executed by
such Lender, the Borrower and the Administrative Agent.  




        10.16
WAIVERS OF JURY TRIAL. THE BORROWER, EACH ARRANGER, EACH AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.  















98 











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




	 	
HANGER
ORTHOPEDIC GROUP, INC.







	 	
By:_______________________________
                                                    
      Name:
                                                    
      Title:























	 	
LEHMAN
BROTHERS INC.,                                                
as Arranger






	 	
By:_______________________________
                                                    
      Name:
                                                    
      Title:






	 	
LEHMAN
COMMERCIAL PAPER INC.,                                                
as Syndication Agent







	 	
By:_______________________________
                                                    
      Name:
                                                    
      Title:




















	 	
CITICORP
NORTH AMERICA, INC.,                                                
as Administrative
Agent







	 	
By:_______________________________
                                                    
      Name:
                                                    
      Title:






	 	
CITIGROUP
GLOBAL MARKETS INC.,                                                
as Arranger







	 	
By:_______________________________
                                                    
      Name:
                                                    
      Title:



















	 	
GENERAL
ELECTRIC CAPITAL CORPORATION,                                                
as
Co-Documentation Agent







	 	
By:_______________________________
                                                    
      Name:
                                                    
      Title:





















	 	
LASALLE
BANK, N.A.,                                                
as Co-Documentation Agent







	 	
By:_______________________________
                                                    
      Name:
                                                    
      Title:




















Annex A 



PRICING GRID FOR
REVOLVING CREDIT LOANS, SWING LINE LOANS
AND COMMITMENT FEES  









	

	Consolidated Leverage Ratio
	Applicable

Margin for

Eurodollar

Loans
	Applicable

Margin for Base

Rate Loans
	Commitment Fee

Rate

	Less than or equal to 5.00:1.00	2.50%	1.50%	0.500%
	

	Less than or equal to 4.25:1.00	2.25%	1.25%	0.500%
	

	Less than or equal to 3.50:1.00	2.00%	1.00%	0.375%
	







Changes in the Applicable Margin with
respect to the Commitment Fee Rate resulting from changes in the Consolidated Leverage
Ratio shall become effective on the date (the “Adjustment Date”) on which
financial statements are delivered to the Lenders pursuant to Section 6.2 (but in any
event not later than the 40th day after the end of each of the first three quarterly
periods of each fiscal year or the 75th day after the end of each fiscal year, as the case
may be) and shall remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements referred to above are not delivered within the time
periods specified above, then, until such financial statements are delivered, the
Consolidated Leverage Ratio as at the end of the fiscal period that would have been
covered thereby shall for the purposes of this definition be deemed to be greater than
5.00 to 1.00. In addition, at all times while an Event of Default shall have occurred and
be continuing, the Consolidated Leverage Ratio shall for the purposes of this Pricing Grid
be deemed to be greater than 5.00 to 1.00. Each determination of the Consolidated Leverage
Ratio pursuant to this Pricing Grid shall be made for the periods and in the manner
contemplated by Section 7.1(a).