Exhibit
10.1


EXECUTION COPY




 


 





$255,000,000


AMENDED AND RESTATED


CREDIT AGREEMENT


among


B&G FOODS, INC.,

as Borrower


The Several Lenders

from Time to Time Parties Hereto,


LEHMAN BROTHERS INC.


and


CREDIT SUISSE SECURITIES (USA) LLC,

as Joint Lead Arrangers and Joint Bookrunners,


CREDIT SUISSE SECURITIES (USA) LLC,

as Syndication Agent


and


LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent


Dated as of
February 23, 2007


 




 



















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  SECTION 1.   DEFINITIONS

  	
   

  	
  1

  
	
  1.1  
  Defined Terms

  	
   

  	
  1

  
	
  1.2  
  Other Definitional Provisions

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 2.   AMOUNT AND TERMS OF
  COMMITMENTS; LETTERS OF CREDIT

  	
   

  	
  28

  
	
  2.1  
  Tranche C Term Loan Commitments

  	
   

  	
  28

  
	
  2.2  
  Procedure for Tranche C Term Loan Borrowing

  	
   

  	
  28

  
	
  2.3  
  Repayment of Tranche C Term Loans

  	
   

  	
  29

  
	
  2.4  
  Revolving Credit Commitments; Swing Line Commitment

  	
   

  	
  29

  
	
  2.5  
  Procedure for Borrowing Revolving Credit Loans and Swing Line Loans;
  Refunding of Swing Line Loans

  	
   

  	
  30

  
	
  2.6  
  Repayment of Loans; Evidence of Debt

  	
   

  	
  31

  
	
  2.7  
  Commitment Fees, etc

  	
   

  	
  32

  
	
  2.8  
  Termination or Reduction of Revolving Credit Commitments

  	
   

  	
  32

  
	
  2.9  
  Optional Prepayments

  	
   

  	
  33

  
	
  2.10  
  Mandatory Prepayments

  	
   

  	
  33

  
	
  2.11  
  Conversion and Continuation Options

  	
   

  	
  34

  
	
  2.12  
  Minimum Amounts and Maximum Number of Eurodollar Tranches

  	
   

  	
  34

  
	
  2.13  
  Interest Rates and Payment Dates

  	
   

  	
  34

  
	
  2.14  
  Computation of Interest and Fees

  	
   

  	
  35

  
	
  2.15  
  Inability to Determine Interest Rate

  	
   

  	
  35

  
	
  2.16  
  Pro Rata Treatment and Payments

  	
   

  	
  36

  
	
  2.17  
  Requirements of Law

  	
   

  	
  37

  
	
  2.18  
  Taxes

  	
   

  	
  38

  
	
  2.19  
  Indemnity

  	
   

  	
  40

  
	
  2.20  
  Illegality

  	
   

  	
  41

  
	
  2.21  
  Change of Lending Office

  	
   

  	
  41

  
	
  2.22  
  Substitution of Lenders

  	
   

  	
  41

  
	
  2.23  
  L/C Commitment

  	
   

  	
  42

  
	
  2.24  
  Procedure for Issuance of Letter of Credit

  	
   

  	
  42

  
	
  2.25  
  Fees and Other Charges

  	
   

  	
  42

  
	
  2.26  
  L/C Participations

  	
   

  	
  43

  
	
  2.27  
  Reimbursement Obligation of the Borrower

  	
   

  	
  44

  
	
  2.28  
  Obligations Absolute

  	
   

  	
  44

  
	
  2.29  
  Letter of Credit Payments

  	
   

  	
  45

  
	
  2.30  
  Applications

  	
   

  	
  45

  



 



 ii
 









 


	
  SECTION
  3.   REPRESENTATIONS AND WARRANTIES

  	
   

  	
  45

  
	
  3.1  
  Financial Condition

  	
   

  	
  45

  
	
  3.2  
  No Change

  	
   

  	
  46

  
	
  3.3  
  Corporate Existence; Compliance with Law

  	
   

  	
  46

  
	
  3.4  
  Corporate Power; Authorization; Enforceable Obligations

  	
   

  	
  46

  
	
  3.5  
  No Legal Bar

  	
   

  	
  47

  
	
  3.6   No
  Material Litigation

  	
   

  	
  47

  
	
  3.7  
  No Default

  	
   

  	
  47

  
	
  3.8  
  Ownership of Property; Liens

  	
   

  	
  47

  
	
  3.9  
  Intellectual Property

  	
   

  	
  48

  
	
  3.10  
  Taxes

  	
   

  	
  48

  
	
  3.11  
  Federal Regulations

  	
   

  	
  48

  
	
  3.12  
  Labor Matters

  	
   

  	
  48

  
	
  3.13  
  ERISA

  	
   

  	
  48

  
	
  3.14  
  Investment Company Act; Other Regulations

  	
   

  	
  49

  
	
  3.15  
  Subsidiaries

  	
   

  	
  49

  
	
  3.16  
  Use of Proceeds

  	
   

  	
  49

  
	
  3.17  
  Environmental Matters

  	
   

  	
  49

  
	
  3.18  
  Accuracy of Information, etc

  	
   

  	
  50

  
	
  3.19  
  Security Documents

  	
   

  	
  51

  
	
  3.20  
  Solvency

  	
   

  	
  51

  
	
  3.21  
  Senior Indebtedness

  	
   

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 4.   CONDITIONS PRECEDENT

  	
   

  	
  51

  
	
  4.1  
  Conditions to Effectiveness and to Initial Extension of Credit

  	
   

  	
  51

  
	
  4.2  
  Conditions to Each Extension of Credit

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  SECTION 5.   AFFIRMATIVE COVENANTS

  	
   

  	
  55

  
	
  5.1  
  Financial Statements

  	
   

  	
  55

  
	
  5.2  
  Certificates; Other Information

  	
   

  	
  56

  
	
  5.3  
  Payment of Obligations

  	
   

  	
  57

  
	
  5.4  
  Conduct of Business and Maintenance of Existence, etc

  	
   

  	
  57

  
	
  5.5  
  Maintenance of Property; Insurance

  	
   

  	
  57

  
	
  5.6  
  Inspection of Property; Books and Records; Discussions

  	
   

  	
  57

  
	
  5.7  
  Notices

  	
   

  	
  58

  
	
  5.8  
  Environmental Laws

  	
   

  	
  58

  
	
  5.9  
  Additional Collateral, etc

  	
   

  	
  59

  
	
  5.10  
  Further Assurances

  	
   

  	
  60

  
	
   

  	
   

  	
   

  
	
  SECTION 6.   NEGATIVE COVENANTS

  	
   

  	
  60

  



 



 iii
 









 


	
  6.1   Financial
  Condition Covenants

  	
   

  	
  60

  
	
  6.2  
  Limitation on Indebtedness

  	
   

  	
  61

  
	
  6.3  
  Limitation on Liens

  	
   

  	
  63

  
	
  6.4  
  Limitation on Fundamental Changes

  	
   

  	
  65

  
	
  6.5  
  Limitation on Disposition of Property

  	
   

  	
  66

  
	
  6.6  
  Limitation on Restricted Payments

  	
   

  	
  66

  
	
  6.7  
  Limitation on Capital Expenditures

  	
   

  	
  67

  
	
  6.8  
  Limitation on Investments

  	
   

  	
  67

  
	
  6.9  
  Limitation on Optional Payments and Modifications of Debt Instruments, etc

  	
   

  	
  68

  
	
  6.10  
  Limitation on Transactions with Affiliates

  	
   

  	
  69

  
	
  6.11  
  Limitation on Sales and Leasebacks

  	
   

  	
  69

  
	
  6.12  
  Limitation on Changes in Fiscal Periods

  	
   

  	
  69

  
	
  6.13  
  Limitation on Negative Pledge Clauses

  	
   

  	
  69

  
	
  6.14  
  Limitation on Restrictions on Subsidiary Distributions

  	
   

  	
  70

  
	
  6.15  
  Limitation on Lines of Business

  	
   

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 7.   EVENTS OF DEFAULT

  	
   

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 8.   THE AGENTS; THE ARRANGERS

  	
   

  	
  74

  
	
   

  	
   

  	
   

  
	
  8.1  
  Appointment

  	
   

  	
  74

  
	
  8.2  
  Delegation of Duties

  	
   

  	
  74

  
	
  8.3  
  Exculpatory Provisions

  	
   

  	
  74

  
	
  8.4  
  Reliance by Administrative Agent

  	
   

  	
  75

  
	
  8.5  
  Notice of Default

  	
   

  	
  75

  
	
  8.6  
  Non-Reliance on Administrative Agent and Other Lenders

  	
   

  	
  75

  
	
  8.7  
  Indemnification

  	
   

  	
  76

  
	
  8.8  
  Administrative Agent in Its Individual Capacity

  	
   

  	
  76

  
	
  8.9  
  Successor Administrative Agent

  	
   

  	
  76

  
	
  8.10  
  Authorization to Release Liens; Other Actions Relating to Security Documents

  	
   

  	
  77

  
	
  8.11  
  The Arrangers; the Syndication Agent

  	
   

  	
  77

  
	
   

  	
   

  	
   

  
	
  SECTION 9.   MISCELLANEOUS

  	
   

  	
  77

  
	
  9.1  
  Amendments and Waivers

  	
   

  	
  77

  
	
  9.2  
  Notices

  	
   

  	
  79

  
	
  9.3  
  No Waiver; Cumulative Remedies

  	
   

  	
  80

  
	
  9.4  
  Survival of Representations and Warranties

  	
   

  	
  80

  
	
  9.5  
  Payment of Expenses

  	
   

  	
  80

  
	
  9.6  
  Successors and Assigns; Participations and Assignments

  	
   

  	
  81

  
	
  9.7  
  Adjustments; Set-off

  	
   

  	
  85

  



 



 iv
 









 


	
  9.8   Counterparts

  	
   

  	
  85

  
	
  9.9  
  Severability

  	
   

  	
  86

  
	
  9.10  
  Integration

  	
   

  	
  86

  
	
  9.11  
  GOVERNING LAW

  	
   

  	
  86

  
	
  9.12  
  Submission To Jurisdiction; Waivers

  	
   

  	
  86

  
	
  9.13  
  Acknowledgments

  	
   

  	
  87

  
	
  9.14  
  Confidentiality

  	
   

  	
  87

  
	
  9.15  
  Release of Collateral Security and Guarantee Obligations

  	
   

  	
  87

  
	
  9.16  
  Accounting Changes

  	
   

  	
  88

  
	
  9.17  
  Delivery of Lender Addenda

  	
   

  	
  88

  
	
  9.18  
  WAIVERS OF JURY TRIAL

  	
   

  	
  88

  



 



 v
 









 


	
  ANNEXES:

  
	
   

  
	
  A

  	
  Pricing Grid

  
	
  B

  	
  Existing Letters of Credit

  
	
   

  
	
  SCHEDULES:

  
	
   

  
	
  3.4

  	
   

  	
  Consents, Authorizations, Filings and Notices

  
	
  3.9

  	
   

  	
  Intellectual Property Claims

  
	
  3.15

  	
   

  	
  Subsidiaries

  
	
  3.19(a)-1

  	
   

  	
  UCC Filing Jurisdictions

  
	
  3.19(a)-2

  	
   

  	
  UCC Financing Statements to Remain on File

  
	
  6.2(d)

  	
   

  	
  Existing Indebtedness

  
	
  6.3(f)

  	
   

  	
  Existing Liens

  
	
  6.10

  	
   

  	
  Transactions with Affiliates

  
	
   

  	
   

  	
   

  
	
  EXHIBITS:

  
	
   

  
	
  A

  	
   

  	
  Form of Guarantee and Collateral Agreement

  
	
  B

  	
   

  	
  Form of Compliance Certificate

  
	
  C

  	
   

  	
  Form of Restatement Date Certificate

  
	
  E

  	
   

  	
  Form of Assignment and Acceptance

  
	
  F

  	
   

  	
  Form of Legal Opinion of Dechert LLP

  
	
  G-1

  	
   

  	
  Form of Revolving Credit Note

  
	
  G-2

  	
   

  	
  Form of Swing Line Note

  
	
  G-3

  	
   

  	
  Form of Tranche C Term Note

  
	
  H

  	
   

  	
  Form of Exemption Certificate

  
	
  I

  	
   

  	
  Form of Lender Addendum

  
	
  J

  	
   

  	
  Form of Reaffirmation Agreement

  
	
  K

  	
   

  	
  Form of Conversion Notice

  
				



 



 vi















AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
February 23, 2007, among B&G FOODS, 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. and
CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint
bookrunners (collectively, in such capacities, the “Arrangers”), CREDIT
SUISSE SECURITIES (USA) LLC, as syndication agent (in such capacity, the “Syndication
Agent”), and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent
(together with its permitted successors in such capacity, the “Administrative
Agent”) amends and restates in full the Credit Agreement, dated as of
October 14, 2004 (as amended, restated, supplemented or otherwise modified from
time to time, the “Original Credit Agreement”), by and among the
Borrower, the lenders from time to time party thereto (the “Original Lenders”),
Lehman Brothers Inc., as arranger, The Bank of New York, as documentation
agent, Fleet National Bank, a Bank of America company, as syndication agent,
and Lehman Commercial Paper Inc., as administrative agent; this amendment and
restatement of the Original Credit Agreement, as amended, restated,
supplemented or otherwise modified from time to time, is hereinafter referred
to as this “Agreement”.


W  I  T  N  E
S  S  E  T  H:


WHEREAS, the Borrower has requested that the Original
Credit Agreement be amended and restated in full as set forth herein; and


WHEREAS, it is the intent of the Borrower, the
Lenders, the Administrative Agent, the Syndication Agent and the Arrangers that
this Agreement amend and restate in its entirety the Original Credit Agreement
and that, from and after the Restatement Date, the Original Credit Agreement
shall evidence the terms and conditions under which the Borrower heretofore has
incurred obligations and liabilities to the Original Lenders and the
Administrative Agent (as evidenced by the Original Credit Agreement and the
Administrative Agent’s books and records); and


WHEREAS, the Lenders (including the Original Lenders
that are party hereto) are willing to amend and restate the Original Credit
Agreement and to extend (or to continue to extend credit in the case of the
Original Lenders that are party hereto) credit to the Borrower upon and subject
to the terms and conditions hereinafter set forth;


NOW, THEREFORE, in consideration of the above premises
and the agreements hereinafter set forth, the parties hereto hereby agree to
amend and restate the Original Credit Agreement, and the Original Credit
Agreement is hereby amended and restated 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.


“Acquired Property”: as defined in the
definition of Consolidated EBITDA.


“Acquisition”: 
the acquisition by the Borrower of certain assets of the Cream of Wheat
and Cream of Rice business pursuant to the terms of the Acquisition Agreement.













“Acquisition Agreement”:  the Asset Purchase Agreement, dated January
22, 2007, among Kraft Foods Global, Inc., Heritage Acquisition Corp. (successor
in interest to COWC Acquisition Corp.) and the Borrower.


“Acquisition Documentation”:  the Acquisition Agreement, all ancillary
agreements and other documents entered into by the Borrower or any of its
Subsidiaries in connection with the Acquisition, as the same may be amended,
restated, supplemented, replaced or otherwise modified from time to time in
accordance with this Agreement.


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


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


“Affiliate”: 
as to any Person, any other Person which, 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 Administrative Agent, the Syndication
Agent and, for purposes of Section 8, each Issuing Lender.


“Aggregate Exposure”:  with respect to any Lender at any time, an
amount equal to (a) until the Restatement Date, such Lender’s “Aggregate
Exposure” as defined in the Original Credit Agreement and (b) thereafter, the
sum of (i) the aggregate then unpaid principal amount of such Lender’s Tranche
C 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 Amended and Restated Credit Agreement, as amended, restated,
supplemented or otherwise modified from time to time.


“Alternative Currency”:  any currency which as of the time of any
issuance or renewal, as applicable, of a Permitted Foreign Currency Letter of
Credit is freely tradeable and convertible into Dollars and has been approved
as an “Alternative Currency” for the purposes of this Agreement by the Foreign
Currency L/C Issuing Lender.


“Applicable Margin”:  (a) with respect to the Revolving Credit
Loans, 1.50% in the case of Base Rate Loans and 2.50% in the case of Eurodollar
Loans, provided that after the first Adjustment Date occurring after the
completion of two fiscal quarters of the



 2
 









Borrower after the
Restatement Date, the Applicable Margin will be determined pursuant to the
Pricing Grid and (b) with respect to the Tranche C Term Loans, 1.00% in the
case of Base Rate Loans and 2.00% in the case of Eurodollar Loans.


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


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


“Arrangers”: 
as defined in the preamble hereto.


“Asset Sale”: 
any Disposition of Property or series of related Dispositions of
Property (excluding any such Disposition permitted by clause (a), (b), (c) or
(d) of Section 6.5) which yields gross proceeds to 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
$5,000,000.


“Assignee”: 
as defined in Section 9.6(c).


“Assignment and Acceptance”:  each Assignment and Acceptance, substantially
in the form of Exhibit E, executed and delivered pursuant to Section 9.6.


“Assignor”: 
as defined in Section 9.6(c).


“Attributable Debt”:  in respect of a sale and leaseback
transaction, at the time of determination, the present value of the obligation
of the lessee for net rental payments during the remaining term of the lease
included in such sale and leaseback transaction including any period for which
such lease has been extended or may, at the option of the lessor, be extended.  Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP; provided, however, that if
such sale and leaseback transaction results in a Capital Lease Obligation, the
amount of Attributable Debt represented thereby will be determined in
accordance with the definition of “Capital Lease Obligations.”


“Available Revolving Credit Commitment”:  as to any 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 2.7(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)



 3
 









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 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.


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


“Benefited Lender”:  as defined in Section 9.7.


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


“Borrower”: 
as defined in the preamble hereto.


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


“BRS”: 
Bruckmann, Rosser, Sherrill & Co., L.P.


“Business Day”: 
(i) for all purposes other than as covered by clause (ii) 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 (ii) 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 (i) and which is also a day for trading by and between banks in Dollar
deposits in the interbank eurodollar market.


“Calculation Date”:  with respect to each Permitted Foreign
Currency Letter of Credit, during the period that such Permitted Foreign
Currency Letter of Credit is outstanding (i) the last Business Day of each
fiscal quarter, (ii) the date on which such Permitted Foreign Currency Letter
of Credit is to be issued or renewed by the Foreign Currency L/C Issuing
Lender, and (iii) the date on which any draft presented under such Permitted
Foreign Currency Letter of Credit is paid by the Foreign Currency L/C Issuing
Lender.


“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 should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries.


“Capital Lease Obligations”:  as 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



 4
 









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
(including corporate stock represented by the EIS and corporate stock
outstanding upon the separation of the EIS into the securities represented
thereby), 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, but excluding any debt securities convertible into, or exchangeable
for, 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.


“Closing Date”: October 14, 2004.


“Code”: 
the 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.



 5
 









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


“Commitment Fee Rate”:  1⁄2 of 1% per annum.


“Commonly Controlled Entity”:  an entity, whether or not incorporated, which
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.


“Conduit Financing Arrangement”:  as defined in Section 2.18(d).


“Conduit Lender”:  as defined in Section 2.18(d).


“Consolidated Cash Flow”:  with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus,
without duplication, the sum of (a) an amount equal to any extraordinary loss
plus any net loss realized by such Person or any of its Subsidiaries in
connection with an asset sale, to the extent such losses were deducted in
computing such Consolidated Net Income, (b) provision for taxes based on income
or profits of such Person and its Subsidiaries for such period, to the extent
that such provision for taxes was deducted in computing such Consolidated Net
Income, (c) the Consolidated Fixed Charges of such Person and its Subsidiaries
for such period, to the extent that such Consolidated Fixed Charges were
deducted in computing such Consolidated Net Income, and (d) depreciation,
amortization (including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior
period and including, without limitation, any Mark-to-Market Adjustment) and
other non-cash expenses (excluding any such non-cash expense to the extent that
it represents an accrual of or reserve for cash expenses in any future period
or amortization of a prepaid cash expense that was paid in a prior period) of
such Person and its Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash expenses were deducted in computing such
Consolidated Net Income, and minus non-cash items increasing such
Consolidated Net Income for such period (including, without limitation, any
Mark-to Market Adjustment), other than the accrual of revenue in the ordinary
course of business, in each case, on a consolidated basis and determined in
accordance with GAAP.


“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 writeoff 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 of intangibles
(including, but not limited to, goodwill) and organization costs, (e) any
extraordinary,



 6
 









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) and (f)
any other non-cash charges, and 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 income, 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 or
assets constituting a division or a line of business (such person or assets an “Acquired
Property”) 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 balance sheet of such Acquired Property as at the end of the period
preceding the acquisition of such Acquired Property 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, (ii) the Consolidated EBITDA of any
assets 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) and (iii) in calculating the amount of the Consolidated
EBITDA of any Acquired Property to be included on a pro  forma
basis pursuant to the foregoing clause (i) of this proviso, the pro
forma expenses of the Acquired Property for the relevant period shall be
determined in accordance with the Borrower’s customary practices and consistent
with the methodology used for acquisitions consummated in the fiscal year prior
to the Restatement Date.  Notwithstanding
anything to the contrary contained herein, Consolidated EBITDA shall be deemed
to be (i) $23,247,000 for the fiscal quarter ended June 30, 2006, (ii)
$26,785,000 for the fiscal quarter ended September 30, 2006 and (iii)
$26,309,000 for the fiscal quarter ended December 30, 2006.  In addition, Consolidated EBITDA for the
fiscal quarter ending March 31, 2007 shall include $6,190,000 attributable to
the Target for the two-month period ending February 28, 2007.


“Consolidated Fixed Charge Coverage Ratio”:  with respect to any specified Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Consolidated Fixed Charges of such Person for such period.  In the event that the specified Person or any
of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems,
defeases or otherwise discharges any Indebtedness (other than ordinary working
capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Consolidated Fixed
Charge Coverage Ratio is being calculated and on or prior to the date on which
the event for



 7
 









which the calculation of
the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated
Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such
incurrence, assumption, guarantee, repayment, repurchase, redemption,
defeasance or other discharge of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom, as if the
same had occurred at the beginning of the applicable four-quarter reference
period.  In addition, for purposes of
calculating the Consolidated Fixed Charge Coverage Ratio (a) acquisitions that
have been made by the specified Person or any of its Subsidiaries, including
through mergers or consolidations, or any Person or any of its Subsidiaries
acquired by the specified Person or any of its Subsidiaries, and including any
related financing transactions and including increases in ownership of
Subsidiaries, during the four-quarter reference period or subsequent to such
reference period and on or prior to the calculation date will be given pro
forma effect as if they had occurred on the first day of the four-quarter
reference period, and Consolidated Cash Flow for such reference period will be
calculated on a pro forma basis in accordance with Regulation S-X under the
Securities Act of 1933, as amended, (b) the Consolidated Cash Flow attributable
to discontinued operations, as determined in accordance with GAAP, and
operations or businesses (and ownership interests therein) disposed of prior to
the calculation date, will be excluded, (c) the Consolidated Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses (and ownership interests therein) disposed of
prior to the calculation date, will be excluded, but only to the extent that
the obligations giving rise to such Consolidated Fixed Charges will not be
obligations of the specified Person or any of its Subsidiaries following the
calculation date, (d) any Person that is a Subsidiary on the calculation date
will be deemed to have been a Subsidiary at all times during such four-quarter
period, (e) any Person that is not a Subsidiary on the calculation date will be
deemed not to have been a Subsidiary at any time during such four-quarter
period and (f) if any Indebtedness bears a floating rate of interest, the
interest expense on such Indebtedness will be calculated as if the rate in
effect on the calculation date had been the applicable rate for the entire
period (taking into account any Hedging Obligation applicable to such
Indebtedness if such Hedging Obligation has a remaining term as at the
calculation date in excess of twelve months).


“Consolidated Fixed Charges”:  with respect to any specified Person for any
period, the sum, without duplication, of (a) the consolidated interest expense
of such Person and its Subsidiaries for such period, whether paid or accrued,
including, without limitation, amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers’ acceptance financings, and net of the effect of
all payments made or received pursuant to Hedging Obligations in respect of
interest rates, plus (b) the consolidated interest expense of such
Person and its Subsidiaries that was capitalized during such period, plus
(c) any interest on Indebtedness of another Person that is guaranteed by such
Person or one of its Subsidiaries or secured by a Lien on assets of such Person
or one of its Subsidiaries, whether or not such guarantee or Lien is called
upon, plus (d) the product of (1) all dividends, whether paid or accrued
and whether or not in cash, on any series of preferred stock of such Person or
any



 8
 









of its Subsidiaries,
other than dividends on Capital Stock payable solely in Capital Stock of the
Borrower (other than Disqualified Stock) or to the Borrower or a Subsidiary of
the Borrower, times (2) a fraction, the numerator of which is one and
the denominator of which is one minus the then current combined federal, state
and local statutory tax rate of such Person, expressed as a decimal, in each
case, determined on a consolidated basis in accordance with GAAP, minus
(e) charges attributable to the amortization of expenses relating to the
issuance of the Senior Notes, the EIS, the Senior Subordinated Notes and the
other transactions contemplated herein, incurred within 180 days of the Closing
Date, minus (f) charges incurred within 180 days of the Closing Date
attributable to the write-off of bond discount and the write-off of
deferred financing fees and costs relating to the pay-off of existing
Indebtedness in an amount not to exceed $18,200,000.


“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 payable in cash.


“Consolidated Interest Expense”:  of any Person for any period, (i) (a) 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,
without limitation, 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, but excluding any deferred financing costs relating to
the incurrence of any Indebtedness) minus (b) the total interest income of such
Person for such period, determined in accordance with GAAP; provided
that when the term “Consolidated Interest Expense” is used in the calculation
of the Consolidated Interest Coverage Ratio for any period, Consolidated
Interest Expense shall include, on a pro  forma basis, interest
expense in respect of any Indebtedness incurred in connection with any
acquisition of an Acquired Property during such period (assuming incurrence of
such Indebtedness at the beginning of such period) and shall exclude, on a pro
forma basis, interest expense in respect of any Indebtedness repaid in
connection with a Disposition during such period (assuming repayment of such
Indebtedness at the beginning of such period) and (ii) (a) consolidated
interest expense for the four quarter period ending March 31, 2007 shall equal
consolidated interest expense for the fiscal quarter ending March 31, 2007
multiplied by 4, (b) consolidated interest expense for the four quarter period
ending June 30, 2007 shall equal the sum of consolidated interest expense for
the fiscal quarters ending March 31, 2007 and June 30, 2007 multiplied by 2 and
(c) consolidated interest expense for the quarter period ending September 30,
2007 shall equal the sum of consolidated interest expense for the fiscal
quarters ending March 31, 2007, June 30, 2007 and September 30, 2007 multiplied
by 4/3.  Consolidated Interest Expense
shall be deemed to include all amounts characterized as of the Restatement Date
as interest in accordance with GAAP as in effect on the Restatement Date,
whether or not such payment is characterized as interest under GAAP thereafter.



 9
 









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


“Consolidated Net Debt”:  at any date, without duplication (a)
Consolidated Total Debt at such date plus (b) the amount, at such date, of all
accrued and unpaid dividends on any series of Capital Stock of the Borrower or
any of its Subsidiaries, other than the amount of any dividends on Capital
Stock payable solely in Capital Stock of the Borrower or any of its
Subsidiaries (other than Disqualified Stock) or to the Borrower or a Subsidiary
of the Borrower plus (c) (y) the amount of interest expected to be due and
payable on the Senior Subordinated  Notes
at the next regularly scheduled quarterly interest payment date, plus (z) all
accrued interest, if any, on the Senior Subordinated Notes with respect to
prior regularly scheduled interest payment dates that remain unpaid as of such
date, less (d) the amount of cash and cash equivalents of the Borrower and its
Subsidiaries at such date, all determined on a consolidated basis in accordance
with GAAP.


“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 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) 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 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.


“Consolidated Senior Debt”:  all Consolidated Net Debt other than the
Senior Subordinated Notes.


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


“Consolidated Total Debt”:  at any date, the aggregate principal amount
of all Funded Debt of the Borrower and its Subsidiaries at such date,
determined on a consolidated basis in accordance with GAAP.


“Continuing Directors”:  the directors of the Borrower on the
Restatement Date, after giving effect to the transactions contemplated hereby,
and each other director of the Borrower, if, in each case, such other director’s
nomination for election to the board of directors of the Borrower is
recommended by at least 50% of the then Continuing Directors.



 10
 









“Continuing Lender”:  an Original Lender under the Original Credit
Agreement that has delivered a Conversion Notice (to the extent of the amount
of the Existing Term Loans converted hereby).


“Contractual Obligation”:  as 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”:  as 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.


“Conversion Notice”:  with respect to any Continuing Lender, a
conversion notice substantially in the form of Exhibit K.


“Default”: 
any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


“Derivatives Counterparty”:  as defined in Section 6.6.


“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.


“Disqualified Stock”:  any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of such Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of such Capital Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the Tranche C Term Loans
mature.  Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of such Capital Stock have the right to require the
Borrower to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Borrower may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption is permitted under Section 6.6.


“Dollar Equivalent”:  at any time, as to any amount denominated in
an Alternative Currency, the equivalent amount in Dollars as determined on the
basis of the Exchange Rate for the purchase of Dollars with such Alternative
Currency as of the most recent Calculation Date.


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



 11
 









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


“EIS”: enhanced income securities which are the
units of the Borrower comprised of Senior Subordinated Notes and common stock,
issued by the Borrower on the Closing Date or thereafter.


“Environmental Laws”:  any and all laws, rules, orders, regulations,
statutes, ordinances, enforceable guidelines, codes, decrees, or other legally
enforceable requirements (including, without limitation, 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.


“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, without limitation, 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.


“Eurodollar Base Rate”:  with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, 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”:  Revolving Credit Loans and Tranche C Term
Loans the rate of interest applicable to which is based upon the Eurodollar
Rate.


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



 12
 









 


	
  

  	
  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 Eurodollar Loans
shall originally have been made on the same day).


“Event of Default”:  any of the events specified in Section 7, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.


“Exchange Act”: the Securities Exchange Act of
1934, as amended.


“Exchange Rate”:  on any day, with respect to any Alternative
Currency, the spot rate at which Dollars are offered on such day by the Foreign
Currency L/C Issuing Lender in New York, New York (or such other location
selected by the Foreign Currency L/C Issuing Lender) for such Alternative Currency.


“Excluded Foreign Subsidiaries”:  any Foreign Subsidiary in respect of which
the pledge of all of the Capital Stock of such Subsidiary as Collateral would,
in the good faith judgment of the Borrower, result in adverse tax consequences
to the Borrower.


“Existing Issuing Lender”:  The Bank of New York, as issuer of the
Existing Letters of Credit.


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


“Existing Term Loans”:  the Term Loans made under the Original Credit
Agreement outstanding immediately prior to the Restatement Date.


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


“Fair Market Value”: the value that would be
paid by a willing buyer to an unaffiliated willing seller in a transaction not
involving distress or necessity of either party, determined in good faith by
the board of directors of the Borrower.


“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.



 13















“Foreign Currency L/C Issuing Lender”: with
respect to any Permitted Foreign Currency Letters of Credit, the issuer thereof
that, at the time such Permitted Foreign Currency Letter of Credit was issued,
was the Issuing Lender hereunder.


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


“Funded Debt”: 
as to any Person, all Indebtedness of such Person of the types described
in clauses (a) through (e) of the definition of “Indebtedness” in this Section.


“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 purposes of Section 6.1, 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 3.1(b).


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


“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement, dated
as of October 14, 2004, as amended by the First Amendment to Guarantee and
Collateral Agreement, dated as of January 10, 2006, by and among the Grantors
(as defined therein) in favor of the Administrative Agent, as the same may be
amended, supplemented or otherwise modified from time to time.


“Guarantee Obligation”:  as to any Person (the “guaranteeing person”),
any obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, 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, without limitation, 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, however, that the term Guarantee
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of



 14
 









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.


“Hedge Agreements”:  with respect to any Person or its
Subsidiaries, all interest rate or currency swaps, caps or collar agreements or
similar arrangements entered into by such Person or its Subsidiaries providing
for protection against fluctuations in interest rates or currency exchange
rates or the exchange of nominal interest obligations, either generally or
under specific contingencies.


“Hedging Obligations”:  with respect to any specified Person, the
obligations of such Person under Hedge Agreements.


“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 an accrued expense,
trade payables or any similar obligation to trade creditors 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 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 (other than pursuant to
clause (k) of this definition), (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, without limitation, accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the payment
of such obligation (provided that, if such Person has not assumed or
become liable for the payment of such obligation, the amount of Indebtedness
constituted by such obligation shall be deemed to be the lesser of (i) the stated
amount thereof or (ii) the Fair Market Value of the Property encumbered by
such Lien), (j) for the purposes of Section 7(e) only, all Hedging Obligations
of such Person and (k) the liquidation value of any preferred Capital Stock of
such Person or its Subsidiaries held by any Person other than such Person and
its Wholly Owned Subsidiaries if such preferred Capital Stock is



 15
 









mandatorily redeemable
prior to the date which is 91 days after the final payment is due on the
Tranche C Term Loans.


“Indemnified Liabilities”:  as defined in Section 9.5.


“Indemnitee”: 
as defined in Section 9.5.


“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, multinational or foreign laws or otherwise, including,
without limitation, copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, know-how and processes, 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
Business Day of each March, June, September and December to occur while such
Base Rate Loan is outstanding and the final maturity date of such Base Rate
Loan, (b) as to any Eurodollar Loan having an Interest Period of three months
or less, the last Business Day of such Interest Period, (c) as to any
Eurodollar Loan having an Interest Period longer than three months, each day
which is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last Business Day of such Interest Period and (d) as to
any Eurodollar Loan, the date of any repayment or prepayment made in respect
thereof.


“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 months
thereafter, as selected by the Borrower in its notice of borrowing 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 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:


(i)  
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;


(ii)  
any Interest Period that would otherwise extend beyond the Revolving Credit
Termination Date or beyond the date final payment is due on



 16
 









the Tranche C Term Loans, as the case may be,
shall end on the Revolving Credit Termination Date or such due date, as
applicable; and


(iii)  
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 a calendar month; and


(iv)  
the Borrower shall select Interest Periods so as not to require a payment or
prepayment of any Eurodollar Loan during an Interest Period for such Eurodollar
Loan.


“Investments”: 
as defined in Section 6.8.


“Issuing Lender”:  the Existing Issuing Lender and any other
Lender selected by the Borrower, with the consent of such Lender and the
Administrative Agent, to act as Issuing Lender, in its capacity as issuer of
any Letter of Credit.


“L/C Commitment”:  $10,000,000.


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


“L/C Obligations”:  at any time, an amount equal to the sum of
(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 2.27.


“L/C Participants”:  the collective reference to all the Revolving
Credit Lenders other than the relevant Issuing Lender.


“Lender Addendum”:  with respect to any initial Lender, a Lender
Addendum, substantially in the form of Exhibit I to the Original Credit
Agreement, to be executed and delivered by such Lender on the Closing Date, as
provided in Section 9.17 of the Original Credit Agreement and, with respect to
any Tranche C Term Loan Lender, a Lender Addendum in the form of Exhibit I, to
be accepted and delivered on the Restatement Date.


“Lenders”: 
as defined in the preamble hereto.


“Letters of Credit”:  as defined in Section 2.23(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, without limitation,
any conditional sale or other title retention agreement and any capital lease
having substantially the same economic effect as any of the foregoing).



 17
 









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


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


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


“Majority Facility Lenders”:  with respect to the Tranche C Term Loan
Facility, the holders of more than 50% of the aggregate unpaid principal amount
of the Tranche C Term Loans outstanding and with respect to 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 and
thereafter, of the Total Revolving Extensions of Credit.


“Mark-to-Market Adjustment”:  any non-cash expense or income resulting from
current or future mark-to-market accounting that the Borrower may apply with
respect to any EIS, shares of the Borrower’s Class A common stock, shares of
Borrower’s Class B common stock or the Borrower’s Senior Subordinated Notes
issued in connection with the original issuance of EIS on the Closing Date or
at any time thereafter.


“Material Adverse Effect”:  a material adverse effect on (a) the
business, assets, property or financial condition of the Borrower and its
Subsidiaries taken as a whole or (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.


“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 in
respect of any one occurrence, 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, without limitation 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 reasonably be expected
to give rise to liability under any Environmental Law.


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


“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



 18
 









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 and customary
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 and customary fees and expenses actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a
result thereof, and (b) in connection with any issuance or sale of debt
securities or instruments or the incurrence of loans, the cash proceeds
received from such issuance or incurrence, net of attorneys’ fees, investment
banking fees, accountants’ fees, underwriting discounts and commissions and
other customary fees and expenses actually incurred in connection therewith.


“New Lenders”: 
as defined in Section 9.1.


“New Revolving Credit Commitments”:  as defined in Section 9.1.


“New Revolving Credit Loans”:  as defined in Section 9.1.


“Non-Excluded Taxes”:  as defined in Section 2.18(a).


“Non-U.S. Lender”:  as defined in Section 2.18(d).


“Notes”: 
the collective reference to each promissory note, if any, evidencing
Loans.


“Obligations”: 
the unpaid principal of and interest on (including, without limitation,
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 or any Foreign Currency L/C
Issuing Lender, 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, any Permitted Foreign Currency
Letters of Credit 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, without limitation,
all fees, charges and disbursements of counsel 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 or in respect of any Permitted
Foreign Currency Letter of Credit 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



 19
 









Guarantors or any waiver
or modification of any other provision in the Loan Documents regarding the
Collateral effected in the manner permitted by this Agreement shall not require
the consent of holders of obligations under Specified Hedge Agreements or in
respect of Permitted Foreign Currency Letters of Credit.


“Original Credit Agreement”:  as defined in the preamble hereto.


“Original Lenders”:  as defined in the preamble hereto.


“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 9.6(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).


“Permitted Acquisition”:  any acquisition by the Borrower or any of its
Subsidiaries of all of the Capital Stock of, or all or substantially all of the
assets constituting a business unit of, any other Person so long as, with
respect to any such acquisition, the following conditions are satisfied:


(a)  
no Default or Event of Default shall have occurred and be continuing or would
result from such acquisition;


(b)  
the Borrower shall be in compliance with the financial covenants set forth in
Section 6.1, after giving pro  forma effect to such acquisition as
if it had occurred on the first day of the respective periods measured by such
covenants;


(c)  
such acquisition shall be consistent with the Borrower’s stated management
strategy as in effect on the Restatement Date, and the target of such
acquisition shall be in the same or a similar line of business as the Borrower
and its Subsidiaries;


(d)  
unless such acquisition is consummated solely with the proceeds of Capital
Stock of the Borrower or in exchange for such Capital Stock, the aggregate
consideration for such acquisition shall not exceed $50,000,000; provided,
that the foregoing restriction in this paragraph (d) shall not be applicable to
any acquisition if the Consolidated Leverage Ratio would be less than or equal
to 6.50 to 1.0 after giving pro forma effect to such acquisition as if
it had occurred on the first day of the period measured by the Consolidated
Leverage Ratio;



 20
 









(e)  
the target of such acquisition either (i) shall have had positive consolidated
net income before interest, taxes, depreciation and amortization, determined in
accordance with GAAP (“EBITDA”) for the period of four consecutive
fiscal quarters of such target most recently ended prior to the date of such
acquisition, or (ii) shall have had positive pro  forma EBITDA for
such period (such pro  forma EBITDA to be determined in accordance
with the Borrower’s customary practices consistent with the methodology used
for acquisitions consummated in the fiscal year prior to the Restatement Date);


(f)  
the Borrower shall have performed reasonable and customary due diligence with
respect to such acquisition and the target thereof, including with respect to
environmental matters;


(g)  
the Borrower and/or the applicable Subsidiary shall have obtained all material
third party consents and approvals required in connection with such
acquisition;


(h)  
environmental audits, if any, pro forma financial statements, appraisals, if
any, accounting reviews and material business due diligence reports conducted
by the Borrower with respect to the business to be acquired shall have been
delivered to Administrative Agent not less than ten Business Days prior to
consummation of such acquisition;


(i)  
the Borrower shall have reasonably determined that it has adequate liquidity
available for working capital; and


(j)  
substantially all of the assets so acquired are located in the United States or
Canada or, if such acquisition is structured as a purchase of stock, the Person
so acquired is organized under the laws of a state of the United States, and
substantially all of the assets owned by such Person are located in the United
States or Canada; provided, that (i) the Borrower may acquire the stock
of a Person organized under the laws of a state of the United States whose
assets are located, in whole or in part, in Puerto Rico or Canada, if such
Person becomes a Subsidiary Guarantor and grants a security interest in its
assets as contemplated by Section 5.9 and (ii) the Borrower may acquire the
stock of any Person organized under the laws of Puerto Rico or Canada, so long
as the aggregate amount of Investments made pursuant to this clause (ii),
together with Investments made as permitted by Section 6.8(o), does not exceed
$10,000,000.


“Permitted Foreign Currency Letter of Credit”: any letter of
credit denominated in a currency other than Dollars issued to the Borrower by
the Foreign Currency L/C Issuing Lender.


“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.



 21
 









“Plan”: 
at a particular time, any employee pension benefit plan within the
meaning of Section 3(2) of 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.


“Pricing Grid”: 
the Pricing Grid attached as Annex A.


“Principals”: the members of management of the
Borrower or any of its Subsidiaries as of the Restatement Date.


“Pro Forma Balance Sheet”:  as defined in Section 3.1(a).


“Projections”: 
as defined in Section 5.2(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, without
limitation, Capital Stock.


“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.


“Reaffirmation Agreement”:  the Reaffirmation Agreement substantially in
the form of Exhibit J executed and delivered pursuant to Section 4.1.


“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 2.5(c).


“Refunding Date”:  as defined in Section 2.5(d).


“Register”: 
as defined in Section 9.6(d).


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


“Reimbursement Obligation”:  the obligation of the Borrower to reimburse
the relevant Issuing Lender pursuant to Section 2.27 for amounts drawn under
Letters of Credit.


“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 Loans pursuant to
Section 2.10(b) as a result of the delivery of a Reinvestment Notice.


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



 22
 









“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 or Recovery Event to acquire assets useful in
its or such Subsidiary’s business.


“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 assets useful in
the Borrower’s business.


“Reinvestment Prepayment Date”:  with respect to any Reinvestment Event, the
earlier of (a) the date occurring 360 days after such Reinvestment Event
(provided that if the Borrower enters into a legally binding commitment to
reinvest the applicable Reinvestment Deferred Amount prior to such date, the
Reinvestment Prepayment Date shall be extended for 180 days) and (b) the date
on which the Borrower shall have determined not to, or shall have otherwise
ceased to, acquire assets useful in the Borrower’s business with all or any
portion of the relevant Reinvestment Deferred Amount.


“Related Parties”: any (a) controlling
stockholder, 662⁄3% (or more) owned Subsidiary, or immediate family member
(in the case of an individual) of any Principal, or (b) any trust, corporation,
partnership, limited liability company or other entity, the beneficiaries,
stockholders, partners, members, owners or Persons beneficially holding
662⁄3% or more controlling interest of which consist of any one or more
Principals and/or such other Persons referred to in the immediately preceding
clause (a).


“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”:  (a) until the Restatement Date, the “Required
Lenders” as defined in the Original Credit Agreement and (b) thereafter, at any
time, the holders of more than 50% of the sum of (i) the aggregate unpaid
principal amount of the Tranche C 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.


“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.



 23
 









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


“Restatement Date”:  the date on which the conditions precedent
set forth in Section 4.1 have been satisfied, which date shall be deemed to be
February 26, 2007.


“Restricted Payments”:  as defined in Section 6.6.


“Revolving Credit Commitment”:  as to any Lender, the obligation of such
Lender to make Revolving Credit Loans or participate in Swing Line Loans and
participate in 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 aggregate amount of the Total Revolving
Credit Commitments as of the Restatement Date is $25,000,000.


“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 that is the holder of Revolving Credit Loans.


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


“Revolving Credit Percentage”:  as to any 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 principal amount of such Lender’s Revolving Credit Loans then
outstanding constitutes of the aggregate principal amount of the Revolving
Credit Loans then outstanding).


“Revolving Credit Termination Date”:  January 10, 2011.


“Revolving Extensions of Credit”:  as to any Lender at any time, an amount equal
to the sum of (a) the aggregate principal amount of all Revolving Credit Loans
made by such Lender then outstanding, (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.


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



 24















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


“Security Documents”:  the collective reference to the Guarantee and
Collateral Agreement 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.


“Securities Holders Agreement”:  the Second Amended and Restated Securities
Holders Agreement, dated as of October 14, 2004, among the BRS, certain of the
Borrower’s existing stockholders, certain members of the Borrower’s board of
directors and the Borrower’s executive officers, as in effect on the Closing
Date.


“Senior Note Indenture”:  the Indenture, dated as of October 14, 2004
entered into by the Borrower and certain of its Subsidiaries and The Bank of
New York, as Trustee, in connection with the issuance of the Senior Notes,
together with all instruments and other agreements entered into by the Borrower
or such Subsidiaries in connection therewith, as the same may be amended,
supplemented or otherwise modified from time to time.


“Senior Notes”: 
the senior notes of the Borrower issued from time to time pursuant to
the Senior Note Indenture.


“Senior Subordinated Note Indenture”:  the Indenture, dated as of October 14, 2004,
entered into by the Borrower and certain of its Subsidiaries and The Bank of
New York, as Trustee, in connection with the issuance of the Senior
Subordinated Notes, together with all instruments and other agreements entered
into by the Borrower or such Subsidiaries in connection therewith, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with Section 6.9.


“Senior Subordinated Notes”: the senior
subordinated notes of the Borrower issued from time to time pursuant to the
Senior Subordinated Note Indenture.


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


“Solvent”: 
when used with respect to any Person, that, 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, and (d) such Person will be able to pay its debts as they
mature.  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,



 25
 









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.


“Specified Change of Control”:  the occurrence of (a) the direct or indirect
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Borrower and its
Subsidiaries taken as a whole to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act other than a Principal or a Related Party of a
Principal, (b) the adoption of a plan relating to the liquidation or
dissolution of the Borrower, (c) the consummation of any transaction
(including, without limitation, any merger or consolidation), the result of
which is that any “person” (as defined above), other than the Principals and
their Related Parties, becomes the “beneficial owner” (as defined in Rules
13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than
50% of the voting Capital Stock of the Borrower, measured by voting power
rather than number of shares, or (d) the first day on which a majority of the
members of the Board of Directors of the Borrower are not Continuing Directors.


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


“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 Foreign Subsidiary.


“Swing Line Commitment”:  the obligation of the Swing Line Lender to
make Swing Line Loans pursuant to Section 2.5 in an aggregate principal amount
at any one time outstanding not to exceed $5,000,000.


“Swing Line Lender”:  Lehman Commercial Paper Inc., in its capacity
as the lender of Swing Line Loans.


“Swing Line Loans”:  as defined in Section 2.4(b).


“Swing Line Participation Amount”:  as defined in Section 2.5(d).


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



 26
 









“Target”: 
the Acquired Business as defined in the Acquisition Agreement.


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


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


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


“Tranche C Term Loan Commitment”:  as to any Tranche C Term Loan Lender, the
obligation of such Lender, if any, to make a Tranche C Term Loan to the
Borrower hereunder in a principal amount not to exceed the amount set forth
under the heading “Tranche C 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 C Term Loan Commitments is $230,000,000.


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


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


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


“Transaction Services Agreement”: the amended
and restated Transaction Services Agreement, dated as of October 14, 2004
between Bruckmann, Rosser, Sherrill & Co. Inc. and the Borrower, as in
effect on the Closing Date.


“Transferee”: 
as defined in Section 9.14.


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


“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.



 27
 









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.


(b)   As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto,
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.


(c)   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.


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


SECTION 2.  AMOUNT
AND TERMS OF COMMITMENTS; LETTERS OF CREDIT


2.1   Tranche C Term Loan Commitments.  Subject to the terms and conditions hereof
including Section 2.2(b), the Tranche C Term Loan Lenders severally agree to
make term loans (each, a “Tranche C Term Loan”) to the Borrower on the
Restatement Date in an amount for each Tranche C Term Loan Lender not to exceed
the amount of the Tranche C Term Loan Commitment of such Lender.  The Tranche C 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 2.11.


2.2   Procedure
for Tranche C Term Loan Borrowing. 
(a)   The Borrower shall deliver
to the Administrative Agent an irrevocable notice (which 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 Restatement Date) requesting that the
Tranche C Term Loan Lenders make the Tranche C Term Loans on the Restatement
Date and specifying the amount to be borrowed. 
The Tranche C Term Loans made on the Restatement Date shall initially be
Base Rate Loans and may be converted to Eurodollar Loans pursuant to Section
2.11.  Upon receipt of such notice of
borrowing the Administrative Agent shall promptly notify each Tranche C Term
Loan Lender thereof.  Not later than
12:00 Noon, New York City time, on the Restatement Date each Tranche C Term
Loan Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Tranche C Term
Loan to be made by such Lender on the Restatement Date (or, in the case of a
Continuing Lender, provide the Administrative Agent with a Conversion Notice
with respect to its Existing Term Loans in lieu of such funding
requirement).  The Administrative Agent
shall make available to the Borrower the aggregate of the amounts made
available to the Administrative Agent by the Tranche C Term Loan Lenders, in
like funds as received by the Administrative Agent.


(b)   Notwithstanding anything in this Section 2.2 to the
contrary, at the option of each Continuing Lender, all or a portion of the
Existing Term Loans of such Continuing Lender



 28
 









may be
converted to Tranche C Term Loans and applied, dollar for dollar, toward
satisfaction of its funding requirements set forth in clause (a) above.


2.3   Repayment of Tranche C Term Loans.  The Tranche C
Term Loan of each Tranche C Term Loan Lender shall mature on the six-year
anniversary of the Restatement Date and no interim amortization shall be
required.  Notwithstanding anything
herein to the contrary, if the Senior Notes shall not be repaid, redeemed or
refinanced prior to April 1, 2011, the outstanding Tranche C Term Loans shall
become immediately due and payable on such date.


2.4   Revolving Credit Commitments; Swing Line Commitment.  (a)  Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees 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 which, when added to such Lender’s
Revolving Credit Percentage of the L/C Obligations and 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 2.11, 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.  Any Revolving Credit Loans outstanding under
the Original Credit Agreement on the Restatement Date shall continue to be
outstanding and be deemed to be Revolving Credit Loans made hereunder subject
to the terms and conditions hereof.


(b)   Subject to the terms and conditions hereof, the Swing
Line Lender agrees to make available a portion of the credit otherwise
available to the Borrower under the Revolving Credit Commitments from time to
time during the Revolving Credit Commitment Period by making swing line loans (“Swing
Line Loans”) to the Borrower; 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) 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.  Any Swing Line Loans outstanding
under the Original Credit Agreement on the Restatement Date shall continue to
be outstanding and be deemed to be Swing Line Loans made hereunder, subject to
the terms and conditions hereof.


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



 29
 









2.5   Procedure for Borrowing Revolving
Credit Loans and Swing Line Loans; Refunding of Swing Line Loans.  (a)    The Borrower may
borrow Revolving Credit Loans under the Revolving Credit Commitments during the
Revolving Credit Commitment Period on any Business Day, provided that the
Borrower shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 12:00 Noon, New York City
time, (i) three Business Days prior to the requested Borrowing Date, in the
case of Eurodollar Loans, or (ii) one Business Day prior to the requested
Borrowing Date, in the case of Base Rate Loans), specifying (A) the amount and
Type of Revolving Credit Loans to be borrowed, (B) the requested Borrowing Date
and (C) in the case of Eurodollar Loans, the length of the initial Interest
Period therefor.  Each borrowing under
the Revolving Credit Commitments shall be in an amount equal to (x) in the case
of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then
aggregate Available Revolving Credit Commitments are less than $1,000,000, such
lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole
multiple of $1,000,000 in excess thereof, provided, that the Swing Line
Lender may request, on behalf of the Borrower, borrowings under the Revolving
Credit Commitments which are Base Rate Loans in other amounts pursuant to
Section 2.5(c).  Upon receipt of any such
notice from the Borrower, the Administrative Agent shall promptly notify each
Lender thereof.  Each Lender will make
the amount of its pro  rata share 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.


(b)   Whenever the Borrower desires that the Swing Line
Lender make Swing Line Loans it shall give the Swing Line Lender irrevocable
telephonic notice confirmed promptly in writing (which telephonic notice must
be received by the Swing Line Lender not later than 1:00 P.M., New York City
time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed
and (ii) the requested Borrowing Date (which shall be a Business Day during the
Revolving Credit Commitment Period). 
Each borrowing under the Swing Line Commitment shall be in an amount
equal to $100,000 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 a notice in respect of Swing Line Loans, 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
the Swing Line Loan to be made by the Swing Line Lender.  The Administrative Agent shall make the
proceeds of such Swing Line Loan available to the Borrower on such Borrowing
Date in immediately available funds.


(c)   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 Lender to make, and each Revolving Credit
Lender hereby agrees to make, a Revolving Credit 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 Swing Line Lender.  Each Revolving Credit Lender shall make the
amount of such Revolving Credit Loan available to the Administrative Agent at
the Funding Office in



 30
 









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 immediately made 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.


(d)   If prior to the time a Revolving Credit Loan would have
otherwise been made pursuant to Section 2.5(c), one of the events described in
Section 7(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
2.5(c), each Lender shall, on the date such Revolving Credit Loan was to have
been made pursuant to the notice referred to in Section 2.5(c) (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 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.


(e)   Whenever, at any time after the Swing Line Lender has
received from any 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 pro  rata 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, however, that in the event that
such payment received by the Swing Line Lender is required to be returned, such
Lender will return to the Swing Line Lender any portion thereof previously
distributed to it by the Swing Line Lender.


(f)   Each Revolving Credit Lender’s obligation to make the
Revolving Credit Loans referred to in Section 2.5(c) and to purchase
participating interests pursuant to Section 2.5(d) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (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 4; (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 Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


2.6   Repayment of Loans; Evidence of
Debt.  (a)    The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of the appropriate Lender (i) the then unpaid principal amount of
each Revolving Credit Loan and Swing Line Loan of such Lender on the Revolving
Credit Termination Date (or such earlier date on which such Loans become due
and payable pursuant to Section 7) and (ii) the principal amount of each
Tranche C Term Loan at maturity as set forth in Section 2.3 (or on such earlier
date on which such Loans become due and payable pursuant to Section 7). The
Borrower hereby further agrees



 31
 









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 2.13.


(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.


(c)   The Administrative Agent, on behalf of the Borrower,
shall maintain the Register pursuant to Section 9.6(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 thereof 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 2.6(b) shall, to the extent
permitted by applicable law, be prima  facie evidence of the
existence and amounts of the obligations of the Borrower therein recorded; provided,
however, 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 execute and deliver to
such Lender a promissory note of the Borrower evidencing any Revolving Credit
Loans, Swing Line Loans or Tranche C Term Loans, as the case may be, of such
Lender, substantially in the forms of Exhibit G-1, G-2, and G-3, respectively,
with appropriate insertions as to date and principal amount; provided
that delivery of such notes shall not be a condition precedent to the making of
the Loans on the Closing Date or the Restatement Date, as applicable.


2.7   Commitment Fees, etc.  (a)  The Borrower agrees to pay to
the Administrative Agent for the account of each 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
Business Day of each March, June, September and December and on the Revolving
Credit Termination Date (or any earlier date of termination of the Revolving
Credit Commitments), commencing on the first of such dates to occur after the
date hereof.


(b)   The Borrower agrees to pay to the Agents the fees in
the amounts and on the dates agreed to in writing by the Borrower and the
Agents prior to the Restatement Date.


2.8   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



 32
 









(which shall promptly notify each Lender thereof), to
terminate the Revolving Credit Commitments or, from time to time, to reduce the
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/or 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.


2.9   Optional Prepayments.  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 (or a shorter period agreed by the Administrative Agent in its
reasonable discretion), which notice shall specify the date and amount of
prepayment and whether the prepayment is of Revolving Credit Loans, Swing Line
Loans or Tranche C Term Loans and whether of Eurodollar Loans or Base Rate
Loans; provided, that 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 2.19.  Upon receipt of any such notice 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 prepayments of Base Rate Loans)
accrued interest to such date on the amount prepaid.  Partial prepayments of Revolving Credit Loans
shall be in an aggregate principal amount of $1,000,000 or a whole multiple
thereof, and partial prepayments of Swing Line Loans shall be in an aggregate
principal amount of $100,000 or a whole multiple thereof.


2.10   Mandatory Prepayments.  (a)    If
any Indebtedness shall be incurred by any Loan Party or its Subsidiaries
(excluding any Indebtedness incurred in accordance with Section 6.2), then on
the date of such incurrence, the Loans shall be prepaid by an amount equal to
the amount of the Net Cash Proceeds of such incurrence, as set forth in Section
2.10(c) (without any accompanying mandatory reduction of the Revolving Credit
Commitments).


(b)   If on any date the Borrower or any of its Subsidiaries
shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then,
unless a Reinvestment Notice shall be delivered in respect thereof, not later
than five Business Days following the date of receipt by the Borrower of such
Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the amount
of such Net Cash Proceeds, as set forth in Section 2.10(c) (without any
accompanying mandatory reduction of the Revolving Credit Commitments); provided,
that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset
Sales or Recovery Events that may be excluded from the foregoing requirement
pursuant to a Reinvestment Notice shall not exceed $15,000,000 and (ii) on each
Reinvestment Prepayment Date the 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 2.10(c). 
The provisions of this Section do not constitute a consent to the
consummation of any Disposition not permitted by Section 6.5.



 33
 









(c)   Amounts to be applied in connection with prepayments
made pursuant to this Section 2.10 shall be applied, first, to the
prepayment of the Tranche C Term Loans and, second, to the prepayment of
outstanding Revolving Credit Loans and/or Swing Line Loans, and in each case, first
to Base Rate Loans and second to Eurodollar Loans.


2.11   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
only be made 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 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.


(b)   Any Eurodollar Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower 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
Loan; 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 Eurodollar Loan shall be automatically
converted to a Base Rate Loan 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.


2.12   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 hereunder and all
selections of Interest Periods hereunder 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 of $1,000,000 in
excess thereof and (b) no more than ten Eurodollar Tranches shall be
outstanding at any one time.


2.13   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.



 34















(b)   Each Base Rate Loan shall bear interest at a rate per
annum equal to the Base Rate plus the Applicable Margin.


(c)   (i)    If all or a portion of the
principal amount of any Loan or Reimbursement Obligations 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) shall
bear interest at a rate per annum that is equal to (x) in the case of Loans,
the rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% and (y) in the case of Reimbursement
Obligations, the rate applicable to Base Rate Loans plus 2%, and (ii) if
all or a portion of any interest payable on any Loans and Reimbursement Obligations
(whether or not overdue) 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 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).


(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.


2.14   Computation of Interest and Fees.  (a)    Interest, fees and
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 the rate of interest on which 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 2.14(a).


2.15   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



 35
 









(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,


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.


2.16   Pro Rata Treatment and Payments.  (a)    Each
borrowing by the Borrower of Revolving Credit Loans and Tranche C Term Loans
hereunder, each payment by the Borrower of Revolving Credit Loans and Tranche C
Term Loans hereunder and any reduction of the Revolving Credit Commitments of
the Lenders shall be made pro  rata according to the respective
Tranche C Term Loan Percentages or Revolving Credit Percentages of the Lenders
as applicable.  Other than with respect
to any substituted Lender in accordance with Section 2.22, each payment in respect
of principal or interest in respect of the Revolving Credit Loans and Tranche C
Term Loans, each payment in respect of commitment fees payable hereunder shall
be applied to the amounts of such obligations owing to the Lenders pro  rata
according to the respective amounts then due and owing to the 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 Letter of Credit.


(b)   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 Lenders, at the Payment Office, in
Dollars and in immediately available funds. 
Any payment made after 12:00 Noon, New York City time, on any Business
Day shall be deemed to have been made on the next succeeding 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.



 36
 









(c)   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
daily average Federal Funds Effective Rate 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 of 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.


(d)   Unless the Administrative Agent shall have been
notified in writing by the Borrower prior to the date of any payment due to be
made 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 pro  rata shares of a corresponding amount.  If such payment is not made to the
Administrative Agent by the Borrower within three Business Days of 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 a 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.


2.17   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 2.18 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;



 37
 









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 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 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.


(c)   A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender to the Borrower setting out in
reasonable detail the method of determination of such additional amounts (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 amounts payable hereunder.


2.18   Taxes.  (a)    All
payments made by the Borrower under this Agreement 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 net income taxes and
franchise taxes (imposed in lieu of net income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former
connection between the Administrative Agent or such Lender 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 the Administrative Agent’s or such Lender’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”) are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (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,
however, that the Borrower



 38
 









shall not be required to increase any such amounts
payable to any Lender with respect to any Non-Excluded Taxes (i) that are
attributable to such Lender’s failure to comply with the requirements of
paragraph (d) or (e) of this Section or (ii) that are United States withholding
taxes imposed on amounts payable to such Lender at the time such Lender becomes
a party to this Agreement, except to the extent that such Lender’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 Section
2.18(a).


(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 Administrative Agent or
relevant 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 the Administrative Agent and
the Lenders for any incremental taxes, interest or penalties that may become
payable by the Administrative Agent or any Lender as a result of any such
failure.  The agreements in this Section
2.18 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 citizen or
resident of the United States of America, a corporation, partnership or other
entity created or organized in or under the laws of the United States of
America (or any jurisdiction thereof), or any estate or trust that is subject
to federal income taxation regardless of the source of its income (a “Non-U.S.
Lender”) shall deliver to the Borrower and the Administrative Agent (and,
in the case of a Participant or a Lender participating in a conduit financing
arrangement, as defined in Section 7701(1) of the Code and the regulations
thereunder (a “Conduit Financing Arrangement”) (such Lender, a “Conduit
Lender”), also to the Lender from which the related participation shall
have been purchased or from which the designation of such Conduit Lender was
made, as the case may be) two copies of either U.S. Internal Revenue Service
Form W-8BEN, Form W-8ECI or Form W-8IMY, or, in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of “portfolio interest” a
statement substantially in the form of Exhibit H and a Form W-8BEN or
Form W-8IMY, or any subsequent versions thereof or successors thereto properly
completed and duly executed by such Non-U.S. Lender claiming complete
exemption from, or a reduced rate of, U.S. federal withholding tax on all
payments by the Borrower under this Agreement and the other 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 shall not be



 39
 









required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is
not legally able to deliver.  If any
Non-U.S. Lender provides a Form W-8IMY, such Non-U.S. Lender must also attach
the additional documentation that must be transmitted with Form W-8IMY,
including the appropriate forms described in this Section 2.18(d).  A Conduit Lender shall provide two copies of
the appropriate withholding statements for all participants and parties to a
potential Conduit Financing Arrangement to the Borrower and the Administrative
Agent on or before the date of commencement of the potential Conduit Financing
Arrangement.


(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 is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, 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.


(f)   If the Administrative Agent or any Lender receives a
refund in respect of Non-Excluded Taxes or Other Taxes paid by the Borrower,
which in the good faith judgment of such Lender is allocable to such payment,
it shall promptly pay such refund, together with any other amounts paid by the
Borrower in connection with such refunded Non-Excluded Taxes or Other Taxes, to
the Borrower, net of all out-of-pocket expenses of such Lender incurred in
obtaining such refund, provided, however, that the Borrower
agrees to promptly return such refund to the Administrative Agent or the
applicable Lender, as the case may be, if it receives notice from the
Administrative Agent or applicable Lender that the Administrative Agent or such
Lender is required to repay such refund.


(g)   No Conduit Lender or other
participant in a potential Conduit Financing Arrangement shall be entitled to
receive any greater amount pursuant to Section 2.18 than the financing entity
(as defined in Treas. Reg. § 1.881-3(a)(2)) would be entitled to receive
pursuant to Section 2.18.


2.19   Indemnity.  The Borrower agrees to indemnify each Lender
for and to hold each Lender harmless from any loss or expense that such Lender
may reasonably 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 converted, or not so borrowed, converted or continued, for the period from
the date of such prepayment or conversion 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



 40
 









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.


2.20   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 2.19.


2.21   Change of Lending Office.  Each Lender agrees that, upon the occurrence
of any event giving rise to the operation of Section 2.17, 2.18(a) or 2.20 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 the Borrower or the rights
of any Lender pursuant to Section 2.17, 2.18(a) or 2.20.


2.22   Substitution of Lenders.  Upon the receipt by the Borrower from any
Lender (an “Affected Lender”) of a claim under Section 2.17, 2.18 or
2.20, the Borrower may: (a) request one more of the other Lenders to acquire
and assume all or part of such Affected Lender’s Loans, Reimbursement
Obligations and Revolving Credit Commitment; or (b) replace such Affected
Lender by designating another Lender or a financial institution that is willing
to acquire such Loans and Reimbursement Obligations and assume such Revolving
Credit Commitment;  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) the Borrower shall repay (or the replacement bank or
institution shall purchase, at par) all Loans and Reimbursement Obligations,
accrued interest and other amounts owing to such replaced Lender prior to the
date of replacement (including all amounts then owing to such replaced Lender
pursuant to Sections 2.17, 2.18 and 2.20), (iv) the Borrower shall be liable to
such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such
replaced Lender shall be prepaid (or purchased) other than on the last day of
the Interest Period relating thereto, (v) the replacement bank or institution,
if not already a Lender, shall be reasonably satisfactory to the Administrative
Agent, and (vi) the replaced Lender shall be obligated to make such



 41
 









replacement in accordance with the provisions of
Section 9.6 (provided that the Borrower or replacement Lender shall be
obligated to pay the registration and processing fee).


2.23   L/C Commitment. 
(a)  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 2.26(a), agrees to issue
letters of credit (the letters of credit issued on and after the Restatement
Date, 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.


2.24   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 at its address for notices specified herein
an Application therefor, completed to the reasonable satisfaction of such
Issuing Lender, and such other certificates, documents and other papers and
information as such Issuing Lender may reasonably request with respect to the
requested Letter of Credit.  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 (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) 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.  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.  Each Issuing
Lender shall promptly furnish to the Administrative Agent, which shall in turn
promptly furnish to the Lenders, notice of the issuance of each Letter of
Credit issued by it (including the amount thereof).


2.25   Fees and Other Charges.  (a)    The Borrower will
pay a fee on the aggregate drawable amount of all outstanding Letters of Credit
at a per annum rate equal to the Applicable Margin then in effect with respect
to Revolving Credit Loans that are Eurodollar Loans, shared ratably among the
Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the
issuance date.  In addition, the Borrower
shall pay to each Issuing Lender for its own account a fronting fee on the
aggregate drawable amount of all outstanding Letters of Credit issued by it in
an amount to be agreed upon from time to time between such Issuing



 42
 









Lender and the Borrower, payable quarterly in arrears
on each L/C Fee Payment Date after the date of Issuance.


(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.


2.26   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 and in respect
of 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 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 upon demand at
such Issuing Lender’s address for notices specified herein 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 2.26(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, such L/C Participant shall pay to such
Issuing Lender on demand 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
2.26(a) is not made available to such Issuing Lender by such L/C Participant
within three Business Days after the date such payment is due, 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 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.


(c)   Whenever, at any time after an Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant
its pro  rata share of such payment in accordance with Section
2.26(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 such L/C Participant
its pro  rata share thereof; provided, however, that
in the event that any such payment received by such Issuing Lender shall be



 43
 









required to be
returned by such Issuing Lender, such L/C Participant shall return to such
Issuing Lender the portion thereof previously distributed by such Issuing
Lender to it.


(d)   Each Revolving Credit Lender’s obligation to purchase,
pursuant to Section 2.26(a), such Lender’s Revolving Credit Percentage in each
Issuing Lender’s obligations and rights under and in respect of each Letter of
Credit issued by such Issuing Lender hereunder shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any setoff, counterclaim, recoupment, defense or other
right which such Lender or the Borrower may have against such Issuing 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 4; (iii) any adverse change in
the condition (financial or otherwise) of the Borrower or any other Loan Party;
(iv) any breach of this Agreement or any other Loan Document by the Borrower,
any other Loan Party or any other Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


2.27   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 (but in any event no such
reimbursement shall be required before the date on which Base Rate Loans would
be made (or the procedure specified in Section 2.26 would become applicable) as
described in the last two sentences of this Section) 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 2.13(b) and (ii) thereafter, Section 2.13(c).  Each drawing under any Letter of Credit shall
(unless an event of the type described in clause (i) or (ii) of Section 7(f)
shall have occurred and be continuing with respect to the Borrower, in which
case the procedures specified in Section 2.26 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 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 could be made, pursuant to Section 2.5, if the
Administrative Agent had received a notice of such borrowing at the time of
such drawing under such Letter of Credit.


2.28   Obligations Absolute.  The Borrower’s obligations under Sections
2.23 through 2.29 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 have had against any Issuing Lender, any L/C Participant,
any beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees that each Issuing
Lender and the L/C Participant shall not be responsible for, and the Borrower’s
Reimbursement Obligations under Section 2.27 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



 44
 









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 or L/C
Participant 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 found by a final and nonappealable decision of a court of competent
jurisdiction 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 of care specified in the Uniform Commercial
Code of the State of New York, shall be binding on the Borrower and shall not
result in any liability of such Issuing Lender or any L/C Participant to the
Borrower.


2.29   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 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
issued by such Issuing Lender shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.


2.30   Applications.  To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of Sections 2.23 through 2.29, the provisions of Sections 2.23 through 2.29
shall apply; provided, however, that any term, condition or
provision of any Application which is in addition to, or the subject matter of
which is not in, part of or covered by, the provisions of Sections 2.23 through
2.29 shall not be considered as being or deemed to be in conflict with or
inconsistent with the provisions of Sections 2.23 through 2.29.


SECTION 3.  REPRESENTATIONS
AND WARRANTIES


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


3.1   Financial Condition.  (a)  The unaudited pro  forma
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at December 30, 2006 (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 consummation of
the Acquisition, (ii) the Loans to be made hereunder, if any, on the
Restatement Date and the use of proceeds thereof and (iii) 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 pro forma basis the estimated
financial condition of Borrower and its consolidated Subsidiaries as at
December 30, 2006, assuming that the events specified in the preceding sentence
had actually occurred at such date.



 45















The unaudited statements of earnings before interest,
taxes and amortization of intangible assets for the Target for the fifty-two
week periods ending on each of December 31, 2005 (on a pro forma basis) and
December 30, 2006, copies of which have heretofore been furnished to each
Lender, present fairly in all material respects the results of operations of
the Target as of the fifty-two week periods then ended.


(b)   The audited consolidated balance sheets of the Borrower
as at January 3, 2004, January 1, 2005 and December 31, 2005, 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
KPMG LLP, present fairly the consolidated financial condition of the Borrower
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 as at December 30, 2006, and the related unaudited consolidated
statements of income and cash flows for the fifty-two week period ended on such
date, present fairly the consolidated financial condition of Borrower as at
such date, and the consolidated results of its operations and its consolidated
cash flows for the fifty-two week period then ended (subject to normal year-end
audit adjustments).  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 and subject, in the case of the financial statements as of
and for the period ended December 30, 2006, to normal year end audit
adjustments and the absence of notes). 
The Borrower and its Subsidiaries do not have any material Guarantee
Obligations, contingent liabilities and liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including, without
limitation, 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 of
any material part of its business or Property (other than any Disposition
permitted by Section 6.5).


3.2   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.


3.3   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
or business trust 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 or business trust 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 and (d) is in compliance with all
Requirements of Law except, in the case of each of the foregoing clauses (c)
and (d), to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.


3.4   Corporate Power; Authorization;
Enforceable Obligations.  Each Loan
Party has the corporate or business trust power and authority, and the legal
right, to make, deliver and perform the Loan Documents to which it is a party
and, in the case of the Borrower, to borrow and obtain other extensions of
credit hereunder.  Each Loan Party has
taken all necessary



 46
 









corporate 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 and other extensions of credit 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 and other extensions of credit hereunder or with
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 3.4, which consents,
authorizations, filings and notices have been obtained or made and are in full
force and effect, (ii) the filings referred to in Section 3.19 and (iii)
consents, notices and filings which the failure to make or obtain could not reasonably
be expected to have a Material Adverse Effect. 
Each Loan Document has been duly executed and delivered on behalf of
each Loan Party party thereto.  This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan 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).


3.5   No Legal Bar.  The execution, delivery and performance of
this Agreement and the other Loan Documents, the issuance of Letters of Credit,
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 on the Restatement Date
to the Borrower or any of its Subsidiaries could reasonably be expected to have
a Material Adverse Effect.


3.6   No Material Litigation.  No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge the Borrower, threatened by or against the Borrower or any of its
Subsidiaries or against any of their respective properties 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.


3.7   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.


3.8   Ownership of Property; Liens.  Each of the Borrower and each of its
Subsidiaries has title in fee simple to, or a valid leasehold interest in, all
its real property, subject only to Liens and other matters permitted by Section
6.3, and good title to, or a valid leasehold or other property interest in, all
its other Property, and none of such Property is subject to any Lien except as
permitted by Section 6.3.



 47
 









3.9   Intellectual Property.  To the knowledge of the Borrower, the
Borrower and each of its Subsidiaries owns, or is licensed to use, all
Intellectual Property necessary and material for the conduct of its business as
currently conducted.  To the knowledge of
the Borrower, except as indicated on Schedule 3.9, no material claim has been
asserted and is pending by any Person alleging that the use of any Intellectual
Property by the Borrower and its Subsidiaries infringes on the intellectual
property rights of any Person in any material respect nor does the Borrower
know of any valid basis for any such claim.


3.10   Taxes.  Each of 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 as of the Restatement Date 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.


3.11   Federal Regulations.  No part of the proceeds of any Loans and no
Letters of Credit will be used for “purchasing” 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 referred to in Regulation U.


3.12   Labor Matters.  There are no strikes 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.


3.13   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, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code.  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. 
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



 48
 









allocable to such accrued benefits by more than
$10,000,000.  Neither the Borrower nor
any Commonly Controlled Entity has had a complete or partial withdrawal from
any Multiemployer Plan that has resulted or could reasonably be expected to
result in a material liability under ERISA, and neither the Borrower nor any
Commonly Controlled Entity would become subject to any liability under ERISA if
the Borrower 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 that could
reasonably be expected to have a Material Adverse Effect.  No such Multiemployer Plan is in
Reorganization or Insolvent as of the Restatement Date.


3.14   Investment Company Act; Other
Regulations.  No Loan Party is an “investment
company”, or a company “controlled” by an “investment company”, within the
meaning of the Investment Company Act of 1940, 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.


3.15   Subsidiaries.  (a)  The Subsidiaries listed on
Schedule 3.15 constitute all the Subsidiaries of the Borrower at the date
hereof.  Schedule 3.15 sets forth as of
the Restatement Date the name and jurisdiction of incorporation of each
Subsidiary and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by any Loan Party.


(b)   Except as disclosed in the Borrower’s Registration
Statement on Form S-1, as amended, as filed on October 7, 2004 and as contained
in the Securities Holders Agreement, there are, as of the Restatement Date, 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.


3.16   Use of Proceeds.  The proceeds of the Tranche C Term Loans
shall be used by the Borrower to (i) consummate the Acquisition, (ii) repay in
full the Existing Term Loans that are not converting to Tranche C Term Loans on
the Restatement Date, and (iii) finance the working capital needs of the
Borrower and its Subsidiaries in the ordinary course of business.  The proceeds of the Revolving Credit Loans
and the Swing Line Loans shall be used by the Borrower (i) to finance the
working capital needs of the Borrower and its Subsidiaries in the ordinary
course of business, and (ii) for Permitted Acquisitions.  The Letters of Credit shall be used for the
working capital needs of the Borrower and its Subsidiaries.


3.17   Environmental Matters.  Other than exceptions to any of the following
that could not, individually and 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 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



 49
 









Environmental Permits; and (iv) reasonably
believe that:  each of their
Environmental Permits will be timely renewed and complied with; any additional
Environmental Permits that may be required of any of them will be timely
obtained and complied with; and compliance with any Environmental Law that is
or is expected to become applicable to any of them will be timely attained and
maintained.


(b)  
Materials of Environmental Concern are not present at, on, under, in, or about
any real property now or, to the knowledge of the Borrower and its
Subsidiaries, formerly owned, leased or operated by the Borrower or any of its
Subsidiaries, or, to the knowledge of the Borrower and its Subsidiaries, at any
other location (including, without limitation, 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.


(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.


(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, any liabilities of any kind, fixed or contingent, known or unknown,
under any Environmental Law or with respect to any Material of Environmental
Concern.


3.18   Accuracy of Information, etc.  No written statement or written information
(other than projections and pro forma financial information) contained in this
Agreement, any other Loan Document or any other document, certificate or
written statement furnished to the Administrative Agent or the Lenders or any
of them, by or on behalf of any Loan Party for use in connection with the transactions
contemplated by or pursuant to this Agreement or the other Loan Documents,
contained as of the date such statement, information, document or certificate
was so furnished, 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



 50
 









projections and pro forma 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 projections and pro
forma financial information as it relates to future events are not to be viewed
as fact and that actual results during the period or periods covered by such
projections and pro forma financial information may differ from the projected
and pro forma results set forth therein by a material amount.


3.19   Security Documents.  The Guarantee and Collateral Agreement is
effective to create in favor of the Administrative Agent, for the benefit of
the Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. 
In the case of the Pledged Stock described in the Guarantee and
Collateral Agreement, when any stock certificates representing such Pledged
Stock are delivered to the Administrative Agent together with stock powers
endorsed to the Administrative Agent or in blank, 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
3.19(a)-1 as of the Restatement Date, (which financing statements have been
duly completed and delivered to the Administrative Agent) and such other
filings as are specified on Schedule 3 to the Guarantee and Collateral
Agreement (all of which filings have been duly completed), 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 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, in the case of Collateral other
than Pledged Stock, Liens permitted by Section 6.3).  Schedule 3.19(a)-2 lists each UCC Financing
Statement (other than any naming the Administrative Agent as secured party)
that (i) names any Loan Party as debtor and (ii) will remain on file after the
Restatement Date.


3.20   Solvency.  The Borrower and each of its Subsidiaries
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.


3.21   Senior Indebtedness.  The Obligations constitute “Senior Debt” of
the Borrower under and as defined in the Senior Subordinated Note
Indenture.  The obligations of each
Subsidiary Guarantor under the Guarantee and Collateral Agreement constitute “Senior
Debt” of such Subsidiary Guarantor under and as defined in the Senior
Subordinated Note Indenture.


SECTION 4.  CONDITIONS
PRECEDENT


4.1   Conditions to Effectiveness and to
Initial Extension of Credit.  The
agreement of each Lender to make its initial extension of credit on the
Restatement Date is subject to the satisfaction, prior to or concurrently with
the making of any extensions of credit on the Restatement 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 and



 51
 









(ii) the Reaffirmation Agreement,
executed and delivered by a duly authorized officer of the Borrower and each
Subsidiary Guarantor.


(b)  
Pro Forma Balance Sheet; Financial Statements.  The Lenders shall have received and be
satisfied (in form and substance) with the Pro Forma Balance Sheet and the
financial statements described in Section 3.1.


(c)  
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 the Acquisition Documentation.


(d)  
Approvals. All governmental and third party approvals reasonably
necessary in the discretion of the Administrative Agent in connection with the
Acquisition, 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 or 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; and the Administrative Agent shall have received a
certificate of a Responsible Officer to the foregoing effect, which certificate
shall also either (i) certify that no such approvals are required or (ii) have
attached to it copies of any such required approvals.


(e)  
Consent of Required Lenders.  The
Administrative Agent shall have received signed written authorization from the
Required Lenders to execute this Agreement on behalf of each such Lender (which
authorization shall be evidenced in the case of any Continuing Lender, by
delivery of its Conversion Notice). Loans and their extensions of credit made
by the Original Lenders remaining outstanding on and after the Restatement Date
shall, effective as of the Restatement Date, be evidenced and governed by this
Agreement and the other Loan Documents.


(f)  
Tranche C Term Loan Commitments. 
The Administrative Agent shall have received (i) commitments from banks
and other financial institutions with respect to the Tranche C Term Loans in an
aggregate principal amount equal to $230,000,000 and (ii) as applicable, (x) a
fully executed Lender Addendum with respect to each such bank or other
financial institution committing to fund such Tranche C Term Loans (and
pursuant to which, on the Restatement Date, such bank or other financial
institution shall become a Tranche C Term Loan Lender, for all purposes under
this Agreement) or (y) a fully executed Conversion Notice with respect to each
Original Lender electing to convert its Existing Term Loans into Tranche C Term
Loans (and pursuant to which on the Restatement Date the identified portion of
the outstanding principal amount of Existing Term Loans held by such Lender
shall convert into Tranche C Term Loans); it being understood and agreed that
delivery of a fully executed Conversion Notice by a Continuing Lender shall be
deemed to constitute an authorization by such Continuing Lender directing the
Administrative Agent to execute this Agreement.


Each
Continuing Lender, having delivered its Conversion Notice, and each new Lender,
having delivered its Lender Addendum, and in each case having funded a Loan



 52
 









on the Restatement Date (including by means
of a conversion), 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 any Agent, Required Lenders or Lenders, as applicable, on the
Restatement Date.


(g)  
Fees.  The Arrangers 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 Restatement Date.  All such
amounts will be paid with proceeds of the Loans on the Restatement Date and
will be reflected in the funding instructions given by the Borrower to the
Administrative Agent on or before the Restatement Date.


(h)  
Business Plan.  The Administrative
Agent shall have received satisfactory business projections for the Borrower
and its Subsidiaries for fiscal years 2007-2011.


(i)  
Lien Searches.  The Administrative
Agent shall have received the results of a recent lien search in each relevant
jurisdiction with respect to the Borrower and its Subsidiaries, and such search
shall reveal no liens on any of the assets of the Borrower or its Subsidiaries
except for liens permitted by Section 6.3 or liens to be discharged on or prior
to the Restatement Date pursuant to documentation satisfactory to the
Administrative Agent.


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


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


(i)   the legal opinion of Dechert LLP,
counsel to the Borrower and its Subsidiaries, substantially in the form of
Exhibit F; and


(ii)   the legal opinion of Lisman, Webster
& Leckerling, P.C., which opinion shall be in form and substance
satisfactory to the Administrative Agent.


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


(l)  
Pledged Stock; Stock Power .  The
Administrative Agent shall have received 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.


(m)  
Filings, Registrations and Recordings. 
Each document (including, without limitation, 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



 53
 









the benefit of the Lenders, a perfected Lien
on the Collateral described therein, prior and superior in right to any other
Person (other than with respect to Liens and other matters expressly permitted
by Section 6.3), shall be in proper form for filing, registration or
recordation.


(n)  
Fixed Charge Coverage Ratio.  As
of the Restatement Date, the Administrative Agent shall have received a
certificate from the chief financial officer of the Borrower containing all
information and calculations necessary to calculate the Borrower’s Consolidated
Fixed Charge Coverage Ratio for the four consecutive fiscal quarters ended
December 30, 2006.


(o)  
Solvency.  The Administrative
Agent shall have received a certificate executed by the chief financial officer
of the Borrower which shall document the solvency of each Loan Party after
giving effect to the transactions contemplated hereby.


(p)  
Patriot Act.  The Administrative
Agent and the Arrangers shall have received, at least five Business Days prior
to the Restatement Date, 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 as it shall have reasonably requested.


(q)   Use of
Proceeds; Repayment of Existing Term Loans. 
The Borrower shall have repaid in full all Existing Term Loans (other
than Existing Term Loans of Continuing Lenders) with a portion of the proceeds
of the Tranche C Term Loans.  Any
remaining proceeds of such Tranche C Term Loan shall be used solely to pay
fees, costs and expenses incurred in connection with this Agreement, for
general corporate purposes and to consummate the Acquisition.


(r)  
Acquisition.  The Acquisition
shall have been consummated for a purchase price not to exceed $200,000,000
(exclusive of working capital or similar adjustments), as more particularly set
forth in the Acquisition Documentation and in accordance with the terms
thereof, and no material provision of the Acquisition Documentation shall have
been waived, amended, supplemented or otherwise modified without the prior
written consent of the Administrative Agent, which shall not be unreasonably
withheld or delayed.


4.2   Conditions to Each Extension of
Credit.  The agreement of each Lender
to make any extension of credit requested to be made by it on any date (including,
without limitation, 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 this
Agreement or any other Loan Document shall be true and correct on and as of
such date as if made on and as of such date (unless stated to relate to an
earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date).



 54
 









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


(c)  
Senior Debt.  A Responsible
Officer of the Borrower shall have certified in writing to the Administrative
Agent that the incurrence of Indebtedness represented by the requested
extension of credit is permitted under the Senior Subordinated Notes Indenture.


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 4.2 have been satisfied.


SECTION 5.  AFFIRMATIVE
COVENANTS


The Borrower hereby agrees that, so long as the
Revolving Credit 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:


5.1   Financial Statements.  Furnish to the Administrative Agent and each
Lender:


(a)  
as soon as available, but in any event within 90 days or, after fiscal
year end 2005, such earlier date as required by the SEC, 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 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 KPMG, L.L.P. or other independent certified public accountants of
nationally recognized standing;


(b)  
as soon as available, but in any event not later than 45 days or, after fiscal
year end 2005, such earlier date as required by the SEC, 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 45 days after the end of
each month occurring during each fiscal year of the Borrower (other than the
third, sixth, ninth and twelfth such month), the unaudited consolidated balance
sheets 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



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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).


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


(a)  
[Reserved];


(b)  
concurrently with the delivery of any financial statements pursuant to Section
5.1, (i) a certificate of a Responsible Officer stating that, to the best of
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, and (y) to the extent not
previously disclosed to the Administrative Agent, a listing 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);


(c)  
as soon as available, and in any event no later than 45 days after the end of
each fiscal year of the Borrower, a detailed consolidated budget for the
following 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, 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 the time frame set forth in Section 5.1(b) with respect to each fiscal
quarter of the Borrower other than each fourth quarter, and the time frame set
forth in Section 5.1(a) with respect to each fourth quarter of the Borrower, a
narrative discussion and analysis of the financial condition and results of
operations of the Borrower and its



 56
 









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)  
within five days after the same are sent, copies of all financial statements
and reports that the Borrower 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 may
make to, or file with, the SEC;


(f)  
as soon as possible and in any event within 5 days of obtaining knowledge
thereof:  (i)  a description of 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 which could reasonably be expected to have a
Material Adverse Effect; and


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


5.3   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.


5.4   Conduct of Business and Maintenance
of Existence, etc. 
(a)  (i)  Preserve, renew and keep in full force and
effect its corporate existence and (ii) take all reasonable action to maintain
all rights, privileges and franchises necessary or desirable in the normal
conduct of its business, except, in each case, as otherwise permitted by
Section 6.4 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.


5.5   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.


5.6   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 upon reasonable notice to



 57
 









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.


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


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


(b)  
any (i) default or event of 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 $2,000,000 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:  (i) the occurrence of any Reportable Event
with respect to any Plan, a failure 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 that in any case under clause (i) or
(ii) may reasonably be expected to result in liability of more than $2,000,000;


(e)  
any amendment or other modification of any of the documents described in
Section 6.9; and


(f)  
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.


5.8   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.



 58















(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, or contest such orders and directives by appropriate legal
means.


5.9   Additional Collateral, etc.  (a)  With respect to any Property
acquired after the Closing Date by the Borrower or any of its Subsidiaries (other
than (v) any real property (or interest therein), (w) any Intellectual Property
to the extent creation of a security interest therein would be contractually
prohibited, (x) any Property described in paragraph (b) of this Section, (y)
any Property subject to a Lien expressly permitted by Section 6.3(g) and (z)
Property acquired by a Foreign Subsidiary) as to which the Administrative
Agent, for the benefit of the Lenders, 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 Lenders, 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 Lenders, a perfected first
priority security interest in such Property (subject to Liens permitted by
Section 6.3), 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 new Subsidiary of the Borrower
(other than a 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 a 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 Lenders, 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 reasonably necessary or advisable to grant to the Administrative Agent
for the benefit of the Lenders a perfected first priority security interest in
the Collateral described in the Guarantee and Collateral Agreement with respect
to such new Subsidiary (subject to Liens and other matters permitted by Section
6.3 and excluding real property and any interests therein, and Intellectual
Property to the extent creation of a security interest therein would be
contractually prohibited), 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, and (iv) if reasonably requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
covering matters consistent with those covered by the opinions delivered by
Dechert LLP or the applicable local counsel, as the case may be, on the Closing
Date relating to the matters described above, which opinions shall be in form
and substance, and from counsel, reasonably satisfactory to the Administrative
Agent.



 59
 









(c)   With respect to any new Foreign Subsidiary created or
acquired after the Closing Date 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 in order to grant to the Administrative Agent, for the benefit of
the Lenders, 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
(provided that in no event shall more than 65% of the total outstanding
voting Capital Stock of any such new Subsidiary which is an 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.


5.10   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.  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.


SECTION 6.  NEGATIVE
COVENANTS


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


6.1   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
ending with any fiscal quarter, commencing with the fiscal quarter ending March
31, 2007, to exceed 7.0 to 1.00.


(b)   Consolidated Senior Leverage Ratio.  Permit the Consolidated Senior Leverage Ratio
as at the last day of any period of four consecutive fiscal quarters of the



 60
 









Borrower
ending with any fiscal quarter commencing with the fiscal quarter ending March
31, 2007, to exceed 5.0 to 1.00.


(c)   Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage
Ratio for any period of four consecutive fiscal quarters of the Borrower ending
with any fiscal quarter commencing with the fiscal quarter ending March 31,
2007, to be less than 1.35 to 1.00.


6.2   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;


(c)   Indebtedness (including, without limitation, Capital
Lease Obligations) secured by Liens permitted by Section 6.3(g) in an aggregate
principal amount not to exceed $20,000,000 at any one time outstanding;


(d)   Indebtedness outstanding on the Closing Date and listed
on Schedule 6.2(d) 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);


(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 Subsidiary Guarantor;


(f)   (i)  Indebtedness
of the Borrower in respect of the Senior Notes in an aggregate principal amount
not to exceed $240,000,000, (ii) Guarantee Obligations of any Subsidiary
Guarantor in respect of such Indebtedness and (iii) Indebtedness of the
Borrower that refinances the Senior Notes and Guarantee Obligations of any
Subsidiary Guarantor in respect of such refinancing Indebtedness; provided,
that (A) the maturity date of such refinancing Indebtedness shall be no earlier
than six months after the maturity date of the Tranche C Term Loans, (B) the
terms of such refinancing Indebtedness, taken as a whole, shall not be
materially less favorable to the Borrower and the Subsidiary Guarantors than
the terms of the Senior Notes and (C) the principal amount of such refinancing
Indebtedness does not exceed the principal amount of Senior Notes refinanced
thereby;


(g)   (i)  Indebtedness
of the Borrower in respect of the Senior Subordinated Notes in an aggregate
principal amount not to exceed $165,800,000, (ii) Guarantee Obligations of any
Subsidiary Guarantor in respect of such Indebtedness; provided  that,
in the case of any Subsidiary Guarantor, such Guarantee Obligations are
subordinated to the obligations of such Subsidiary Guarantor under the
Guarantee and Collateral Agreement to the same extent as the obligations of the
Borrower in respect of the Senior Subordinated Notes are subordinated to the
Obligations and (iii) Indebtedness of the



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Borrower that
refinances Senior Subordinated Notes and Guarantee Obligations of any
Subsidiary Guarantor in respect of such refinancing Indebtedness; provided,
that (A) such refinancing Indebtedness and Guarantee Obligations shall be
subordinated to the obligations of the Borrower and the Subsidiary Guarantors
under the Loan Documents to the same extent as the obligations of the Borrower
and the Subsidiary Guarantors in respect of the Senior Subordinated Notes are
subordinated, (B) the maturity date of such refinancing Indebtedness shall be
no earlier than six months after the maturity date of the Tranche C Term Loans,
(C) the terms of such refinancing Indebtedness, taken as a whole, shall not be
materially less favorable to the Borrower and the Subsidiary Guarantors than
the terms of the Senior Subordinated Notes and (D) the principal amount of such
refinancing Indebtedness does not exceed the principal amount of the Senior
Subordinated Notes refinanced thereby;


(h)   Indebtedness of the Borrower or its Subsidiaries
incurred to finance the acquisition (including, without limitation, by way of
merger) of Capital Stock of any Person engaged in, or assets used or useful in,
a business permitted pursuant to Section 6.15; provided that the
Consolidated Fixed Charge Coverage Ratio for the Borrower’s most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such Indebtedness is incurred would
have been at least 1.75:1.00, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if such Indebtedness had
been incurred at the beginning of such four-quarter period;


(i)   Indebtedness secured by Liens permitted by Section
6.3(l); provided, that the aggregate principal amount of such
Indebtedness, plus the aggregate principal amount of Indebtedness permitted by
Section 6.2(c), shall not at any time exceed $20,000,000 outstanding;


(j)   Indebtedness of the Borrower or its Subsidiaries
arising from the honoring by a bank or other financing institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds in
the ordinary course of business;


(k)   Indebtedness of the Borrower or its Subsidiaries
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, in each case, incurred in connection with the
disposition of any business, assets or a Subsidiary, other than the guaranties
of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or Subsidiary for the purpose of financing such acquisition; provided,
however, that: (i) such Indebtedness is not reflected on the balance
sheet of the Borrower or any of its Subsidiaries (contingent obligations
referred to in a footnote to financing statements and not otherwise reflected
on the balance sheet will not be deemed to be reflected on such balance sheet
for purposes of this clause (i)) and (ii) the maximum assumable liability
in respect of all such Indebtedness shall at no time exceed the gross proceeds
including non-cash proceeds (the Fair Market Value of such non-cash proceeds being
measured at the time received and without giving effect to any subsequent
changes in value) actually received by the Borrower and its Subsidiaries in
connection with such disposition;



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(l)   subordinated Indebtedness of the Borrower or any of its
Subsidiaries in an aggregate principal amount at any time outstanding not to
exceed $2,000,000 issued to directors, officers or employees of the Borrower or
any of its Subsidiaries in connection with the redemption or purchase of
Capital Stock that is not secured by any assets of the Borrower or any of its
Subsidiaries, does not require cash payments prior to the stated maturity of
the Senior Notes and contains subordination terms reasonably acceptable to the
Administrative Agent;


(m)   Indebtedness of the Borrower in the form of Senior
Subordinated Notes in connection with the issuance of EIS or, if there are no
EIS outstanding on the date of such issuance, the issuance of Borrower’s Class
A common stock, (and in each case, the incurrence of the related guarantees in
respect of such Senior Subordinated Notes by the Guarantors), provided  that
(i) no Default or Event of Default has occurred and is continuing at the time
of such issuance or would be caused thereby, (ii) the ratio of the aggregate
principal amount of such Senior Subordinated Notes over the number of
additional shares of the Borrower’s Class A common stock issued
contemporaneously therewith shall not exceed (A) the equivalent ratio with
respect to the EIS outstanding immediately prior to such issuance, or (B) if
there are no EIS outstanding immediately prior to such issuance, the equivalent
ratio with respect to the EIS outstanding on the Closing Date, and (iii) the
Borrower uses the proceeds of such issuance solely to repurchase shares of
Class B common stock issued on or before the Closing Date from holders thereof
in accordance with the Securities Holders Agreement;


(n)   Indebtedness of the Borrower consisting of outstanding
Permitted Foreign Currency Letters of Credit, the Dollar Equivalent of which
shall not exceed $5,000,000 in aggregate principal amount as of the most recent
Calculation Date; and


(o)   other unsecured Indebtedness, not included in clauses
(a) through (n) above, not to exceed $20,000,000 in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding.


6.3   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, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded; provided
that any reserve or other appropriate provision as is required in conformity
with GAAP has been made therefor;


(b)   Liens imposed by law, such as carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s, landlord’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;


(c)   Liens (other than any Lien imposed by ERISA or any rule
or regulation promulgated thereunder) incurred or deposits made in the ordinary
course of business in



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connection
with workers’ compensation, unemployment insurance, and other types of social
security;


(d)   Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds, deposits to secure the
performance of bids, trade contracts, government contracts, warranty
requirements, leases or licenses or other obligations of a like nature or
incurred in the ordinary course of business (including, without limitation,
landlord Liens on leased real property);


(e)    survey
exceptions, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real
property that were not incurred in connection with Indebtedness and that do not
in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;


(f)   Liens in existence on the date hereof listed on
Schedule 6.3(f), securing Indebtedness permitted by Section 6.2(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 6.2(c) to finance the acquisition
of fixed or capital assets, provided that (i) such Liens shall be
created substantially simultaneously with 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 and (iii) the amount of
Indebtedness secured thereby is not increased;


(h)   Liens created pursuant to the Security Documents;


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


(j)   judgment liens which would not create any Event of
Default;


(k)   licenses of Intellectual Property in the ordinary
course of business;


(l)   liens on fixed assets existing at the time such fixed
assets are acquired in connection with a Permitted Acquisition and not created
in contemplation thereof;


(m)   deposits in an aggregate amount not to exceed $1,000,000
at any one time outstanding made in the ordinary course of business to secure
liability to insurance carriers;


(n)   Liens in favor of customs and revenue authorities to
secure payment of customs duties in connection with the importation of goods in
the ordinary course of business and other similar Liens arising in the ordinary
course of business;



 64
 









(o)   Liens upon specific items of inventory or other goods
and proceeds of any Person securing such Person’s obligations in respect of
bankers’ acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;


(p)   leases or subleases granted to third Persons not
interfering with the ordinary course of business of the Borrower or any of its
Subsidiaries;


(q)   [Reserved];


(r)   Liens on assets of a Subsidiary of the Borrower that is
not a Guarantor securing Indebtedness of that Subsidiary; provided that
such Indebtedness was permitted to be incurred by Section 6.2;


(s)   Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by the
Borrower or any of its Subsidiaries in the ordinary course of business;


(t)   Liens securing Indebtedness of the Borrower or any
Subsidiary incurred pursuant to Section 6.2(h) to finance the acquisition
(including, without limitation, by way of merger) of Capital Stock of any
Person; provided that (i) such Liens shall be created substantially
simultaneously with the acquisition of such Capital Stock, (ii) such Liens do
not at any time encumber any Property other than the Capital Stock of such
acquired Person and (iii) the amount of Indebtedness secured thereby does not
exceed $30,000,000; and


(u)   Liens not otherwise permitted by this Section 6.3, so
long as neither (i) the aggregate outstanding principal amount of the
obligations secured thereby nor (ii) the aggregate Fair Market Value
(determined as of the date such Lien is incurred) of the assets subject thereto
exceeds $10,000,000 at any one time.


6.4   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 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 Subsidiary Guarantor (provided
that such Subsidiary Guarantor shall be the continuing or surviving
corporation);


(b)   any Subsidiary that is not a Subsidiary Guarantor may
be merged or consolidated with or into any other Subsidiary that is not a
Subsidiary Guarantor;


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



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(d)   any Subsidiary that is not a Subsidiary Guarantor may
Dispose of any or all of its assets (upon voluntary liquidation or otherwise)
to any other Subsidiary that is not a Subsidiary Guarantor.


6.5   Limitation on Disposition of
Property.  Dispose of any of its
Property (including, without limitation, 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 in the
ordinary course of business;


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


(c)   Dispositions permitted by Section 6.4(b);


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


(e)   the Disposition of other assets in any fiscal year of
the Borrower that contributed, in the aggregate, not more than 20% of
Consolidated EBITDA for the prior fiscal year; provided that (i) in the
case of each such Disposition, the Borrower shall be in pro  forma
compliance with the financial covenants set forth in Section 6.1 after giving
effect to such Disposition (determined on the assumption that such Disposition
and the repayment of any Indebtedness resulting therefrom had occurred on the
first day of the relevant period measured by such covenants) and (ii) in the
case of any such Disposition yielding net cash proceeds of $1,000,000 or more,
the Administrative Agent shall have received a certificate of a Responsible
Officer to the effect set forth in the foregoing clause (i) and showing
calculations thereof; and


(f)   any Disposition constituting a Recovery Event.


6.6   Limitation on Restricted Payments.  Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such 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: (a) any Subsidiary may make Restricted Payments to the
Borrower or any Subsidiary Guarantor; and (b) so long as no Default or Event of
Default has occurred and is continuing or would result therefrom, the Borrower
may make Restricted Payments if at the time such Restricted Payment is made,
such Restricted Payment is permitted to be made under the Senior Note Indenture
as in effect on the date hereof; provided that the Borrower may make the
Restricted Payments set forth in subsections 4.07(b)(1), 4.07(b)(4),
4.07(b)(9), 4.07(b)(10) and



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4.07(b)(13) of the Senior Note Indenture regardless of
whether a Default or Event of Default exists.


6.7   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 $11,000,000 for
any fiscal year; provided, that (i) any such amount, 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 during any fiscal year shall be deemed made, first,
in respect of amounts permitted for such fiscal year as provided preceding this
proviso 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 settlement or payment in respect of any property or
casualty insurance claim, or any condemnation proceeding relating to any asset
of the Borrower or its subsidiaries.


6.8   Limitation on Investments.  Make after the Closing Date 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
and lending of Indebtedness permitted by Sections 6.2(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,
without limitation, for travel, entertainment and relocation expenses) in an
aggregate amount for  the Borrower and
its Subsidiaries not to exceed $2,000,000 at any one time outstanding;


(e)   Permitted Acquisitions;


(f)   Investments (other than those relating to the
incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any
of its Subsidiaries in the Borrower or any Person that, prior to such
investment, is a Subsidiary Guarantor;


(g)   any Investments received (i) in compromise or
resolution of (x) obligations of trade creditors or customers that were
incurred in the ordinary course of business of the Borrower or any of its
Subsidiaries, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer
or (y) litigation, arbitration or other disputes with Persons who are not
Affiliates; or (ii) in satisfaction of judgments;



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(h)   loans by the Borrower in an aggregate principal amount
not exceeding $3,000,000 to employees of the Borrower or its Subsidiaries to
finance the sale of the Borrower’s Capital Stock by the Borrower to such
employees;


(i)   receivables owing to the Borrower or any Subsidiary if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms;


(j)   any Investment in any Person to the extent such
Investment consists of prepaid expenses, negotiable instruments held for
collection and lease, utility and workers’ compensation, performance and other
similar deposits made in the ordinary course of business by the Borrower of any
of its Subsidiaries;


(k)   Investments obtained as consideration for a Disposition
of property permitted under Section 6.5 in an aggregate amount not to exceed
25% of the total aggregate consideration received from all Dispositions of
property permitted under Section 6.5 during the term hereof;


(l)    Investments
consisting of Hedging Obligations;


(m)   the Acquisition;


(n)   Investments in 3208153 Nova Scotia Company arising in
connection with the Acquisition in an aggregate amount not to exceed
$6,500,000; and


(o)   other Investments in any Person having an aggregate
Fair Market Value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together with
all other Investments made pursuant to this clause (o) that are at the time
outstanding, not to exceed $10,000,000; provided that if an Investment
made pursuant to this clause (o) is made in any Person that is not a Subsidiary
at the date of the making of such Investment and such Person becomes a
Subsidiary after such date, such Investment will thereafter be deemed to have
been made pursuant to clause (f) above and shall cease to have been made pursuant
to this clause (o).


6.9   Limitation on Optional Payments and
Modifications of Debt Instruments, etc. 
(a)  Except as permitted by Section 6.2(g), make or offer to
make any optional or voluntary payment, prepayment, repurchase or redemption
of, or otherwise voluntarily or optionally defease, the Senior Subordinated
Notes or any Indebtedness that refinances the Senior Subordinated Notes, or
segregate funds for any such payment, prepayment, repurchase, redemption or
defeasance, or 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 Subordinated Notes or any Indebtedness that refinances the
Senior Subordinated 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 Subordinated Notes or the Senior Subordinated Note
Indenture or the indenture or instruments governing any Indebtedness that
refinances the Senior Subordinated Notes (other than any such amendment,
modification, waiver or other change which (i) would



 68
 









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), (c) designate any Indebtedness (other than the Obligations and
Indebtedness under the Senior Note Indenture or the indenture or instruments
governing any indebtedness that refinances the Senior Notes pursuant to Section
6.2(f)) as “Designated Senior Indebtedness” for the purposes of the Senior
Subordinated Note Indenture or the indenture or instruments governing any
Indebtedness that refinances the Senior Subordinated Notes or (d) amend its
certificate of incorporation in any manner materially adverse to the Lenders.


6.10   Limitation on Transactions with
Affiliates.  Enter into any
transaction, including, without limitation, 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 Subsidiary Guarantor) unless such transaction is
(a) otherwise permitted under this Agreement, (b) 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.  Notwithstanding the foregoing (i) so long as
no Default or Event of Default shall be in existence, the Borrower may pay
transaction fees to BRS or any affiliates thereof pursuant to the Transaction
Services Agreement in connection with Permitted Acquisitions, divestitures and
financings made by a Loan Party in an amount not to exceed 1% of the total
transaction value of such Permitted Acquisitions, divestitures and financings,
as applicable, and (ii) the Borrower and its Subsidiaries may enter into the
transactions and make the payments set forth on Schedule 6.10.


6.11   Limitation on Sales and Leasebacks.  Enter into any sale and leaseback
transaction; provided that the Borrower or any Subsidiary may enter into
a sale and leaseback transaction if:


(a)    the Borrower or
such Subsidiary, as applicable, could have (i) incurred Indebtedness in an
amount equal to the Attributable Debt relating to such sale and leaseback
transaction under Section 6.2 and (ii) incurred a Lien to secure such
Indebtedness pursuant to Section 6.3;


(b)   the gross cash proceeds of that sale and leaseback
transaction are at least equal to the Fair Market Value of the property that is
the subject of that sale and leaseback transaction; and


(c)   the transfer of assets in that sale and leaseback
transaction is permitted by Section 6.5.


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


6.13   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



 69
 









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, (b) 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), (c) customary non-assignment provisions in
licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary
course of business (in which case such prohibition or limitation shall only be
effective against the Intellectual Property subject thereto), (d) customary
provisions in joint venture agreements and similar agreements that restrict
transfers of assets of, or equity interests in, such joint venture, (e)
agreements governing Indebtedness permitted by Sections 6.2(h) and (i) (in
which case such prohibition or limitation shall be effective only against the
property acquired thereby) and (f) agreements entered into by a Subsidiary that
is not a Guarantor governing Liens permitted by Section 6.3(m) or the
Indebtedness secured thereby (in which case such prohibition or limitation
shall only be effective against the assets of such Subsidiary subject to such Lien).


6.14   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) any restrictions existing
under the Senior Subordinated Note Indenture and any agreements governing
Indebtedness permitted by Sections 6.2(g), to the extent such restrictions are
no more restrictive than those in the Senior Subordinated Note Indenture, (iii)
any restrictions existing under the Senior Note Indenture and any agreements
governing Indebtedness permitted by Section 6.2(f), to the extent such
restrictions are no more restrictive than those in the Senior Note Indenture,
(iv) 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, (v)
customary net worth provisions contained in real property leases entered into
in by any Loan Party so long as such net worth provisions would not reasonably
be expected to impair materially the ability of the Loan Parties to meet their
ongoing obligations under this Agreement or any of the other Loan Documents,
and (vi) with respect to clause (c) only, (i) customary non-assignment
provisions in licenses or sublicenses by the Borrower and its Subsidiaries in
the ordinary course of business (in which case such prohibition or limitation
shall only be effective against the Intellectual Property subject thereto),
(ii) customary provisions in joint venture agreements and similar agreements
that restrict transfers of assets of, or equity interests in, such joint
venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(h)
and (i) (in which case such prohibition or limitation shall be effective only
against the property acquired thereby), (iv) agreements entered into by a
Subsidiary that is not a Guarantor governing Liens permitted by Section 6.3(m)
or the Indebtedness secured thereby (in which case such prohibition or
limitation shall only be effective against the assets of such Subsidiary
subject to such Lien) and (v) 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).



 70















6.15   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.


SECTION
7.  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 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


(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 written statement furnished by it
at any time under or in connection with this Agreement or any 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 clause (i) or (ii) of Section 5.4(a)
(with respect to the Borrower only), Section 5.7(a) or Section 6, or Section
5.6 of the Guarantee and Collateral Agreement; 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;
or


(e)   The Borrower or any of its Subsidiaries shall (i)
default in making any payment of any principal of any Indebtedness (including,
without limitation, 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 (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



 71
 









have occurred
and be continuing with respect to Indebtedness the outstanding principal amount
of which exceeds in the aggregate $10,000,000; or


(f)   (i) 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)   (i) 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 is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other similar event or condition shall occur or
exist with respect to a Plan other than in the ordinary course of business; 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, in the sole
judgment of the Required Lenders, reasonably be expected to have a Material
Adverse Effect; or



 72
 









(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 as to which the relevant insurance company has acknowledged coverage)
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, 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, to be in full force and
effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or


(k)   (i) a “Change of Control” as defined in the Senior Note
Indenture or the Senior Subordinated Note Indenture shall occur or (ii) a
Specified Change of Control shall occur; or


(l)   The Senior Subordinated Notes or the guarantees thereof
shall cease, for any reason, to be validly subordinated to the Obligations or
the obligations of the Subsidiary Guarantors under the Guarantee and Collateral
Agreement, as the case may be, as provided in the Senior Subordinated Note
Indenture, or any Loan Party, any Affiliate of any Loan Party, the trustee in
respect of the Senior Subordinated Notes or the holders of at least 25% in
aggregate principal amount of the Senior Subordinated Notes shall so assert;


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 Revolving Credit 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, without limitation, 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 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 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, without limitation, 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.  With
respect to all Letters of Credit with respect to which presentment for honor
shall not have



 73
 









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 equal to the aggregate
then undrawn and unexpired amount of such Letters of Credit.  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).


SECTION
8.  THE AGENTS; THE ARRANGERS


8.1   Appointment.  Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the Administrative Agent of such Lender
under this Agreement and the other Loan Documents, and each Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto.   Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall
have no duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.


8.2   Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.


8.3   Exculpatory Provisions.  Neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found
by a final and nonappealable decision of a court of competent jurisdiction to
have resulted from its or such Person’s own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Loan Party or
any officer thereof contained in this Agreement or any other Loan Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Administrative Agent under or in connection with,
this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to
perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or



 74
 









performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of any Loan Party.


8.4   Reliance by Administrative Agent.  The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any instrument, writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Loan Parties), independent
accountants and other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed
with the Administrative Agent.  The
Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense (other than any liability or expense arising from its gross
negligence or willful misconduct) that may be incurred by it by reason of
taking or continuing to take any such action. 
The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Loans and L/C Obligations.


8.5   Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders.  The Administrative Agent
shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders (or, if so specified by
this Agreement, all Lenders); provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Lenders.


8.6   Non-Reliance
on Administrative Agent and Other Lenders. 
Each Lender expressly acknowledges that neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates have made any representations or warranties to it and that no act
by the Administrative Agent hereafter taken, including any review of the
affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any
Lender.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their affiliates and
made its own decision to make its Loans hereunder and enter into this
Agreement.  Each Lender



 75
 









also represents that it will, independently and
without reliance upon the Administrative Agent 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 analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to
make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates.  Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Administrative
Agent hereunder, the Administrative Agent shall have no duty or responsibility
to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects
or creditworthiness of any Loan Party or any affiliate of a Loan Party that may
come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.


8.7   Indemnification.  The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Aggregate Exposure Percentages in effect
on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Revolving Credit
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Aggregate Exposure Percentages immediately
prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (including, without
limitation, at any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of, the Revolving Credit Commitments, this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found by a
final and nonappealable decision of a court of competent jurisdiction to have
resulted from the Administrative Agent’s gross negligence or willful
misconduct.  The agreements in this
Section shall survive the payment of the Loans and all other amounts payable
hereunder.


8.8   Administrative Agent in Its
Individual Capacity.  The Person
serving as the Administrative Agent and its affiliates may make loans to,
accept deposits from and generally engage in any kind of business with any Loan
Party as though the Person serving as the Administrative Agent were not the
Administrative Agent hereunder.  With
respect to its Loans made or renewed by it and with respect to any Letter of
Credit issued or participated in by it, the Person serving as the
Administrative Agent shall have the same rights and powers under this Agreement
and the other Loan Documents as any Lender and may exercise the same as though
it were not the Administrative Agent, and the terms “Lender” and “Lenders”
shall include the Person serving as the Administrative Agent in its individual
capacity.


8.9   Successor Administrative Agent.  The Administrative Agent may resign as
Administrative Agent upon 10 days’ written notice to the Lenders and the
Borrower.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other



 76
 









Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor Administrative Agent for the Lenders, which
successor Administrative Agent shall (unless an Event of Default under Section
7(a) or Section 7(f) with respect to the Borrower shall have occurred and be
continuing) be subject to approval by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor Administrative
Agent shall succeed to the rights, powers and duties of the Administrative
Agent, and the term “Administrative Agent” shall mean such successor
Administrative Agent effective upon such appointment and approval, and the
former Administrative Agent’s rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans.  If no successor
Administrative Agent has accepted appointment as Administrative Agent by the
date that is 10 days following a retiring Administrative Agent’s notice of
resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective, and the Lenders shall assume and perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided for
above.  After any retiring Administrative
Agent’s resignation as Administrative Agent, the provisions of this Section 8
shall inure to its benefit 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.


8.10   Authorization to Release Liens;
Other Actions Relating to Security Documents.  The Administrative Agent is hereby
irrevocably authorized by each of the Lenders to release any Lien covering any
Property of the Borrower or any of its Subsidiaries that is the subject of a
Disposition which is permitted by this Agreement or which has been consented to
in accordance with Section 9.1 of this Agreement.


8.11   The Arrangers; the Syndication
Agent.  None of the Arrangers or the
Syndication Agent, in their respective capacities as such, shall have any
duties or responsibilities, or incur any liability, under this Agreement and
the other Loan Documents.


SECTION
9.  MISCELLANEOUS


9.1   Amendments and Waivers.  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 9.1.  Subject to the provisions of the immediately
following sentence, 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,
however, that no such waiver and no such amendment, supplement or
modification shall (i) forgive the principal amount or extend the final
scheduled date of maturity of any Loan or Reimbursement Obligation, or reduce
the stated rate of any interest or fee payable



 77
 









hereunder or extend the scheduled date of any payment
thereof or modify the definition of Interest Period to permit an Interest
Period greater than six months in duration, or increase the amount or extend
the expiration date of the Revolving Credit Commitment of any Lender, in each
case without the consent of each Lender directly affected thereby; (ii) amend,
modify or waive any provision of this Section or reduce any percentage
specified in the definition of Required 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 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
provision of Section 8 without the consent of the Administrative Agent; (iv)
amend, modify or waive any provision of Section 2.16 without the consent of
each Lender directly affected thereby; (v) amend, modify, or waive any
provision of Sections 2.23 through 2.30 without the consent of the Issuing
Lenders, or of Section 2.4(b) or Section 2.5(b)-(f) without the consent of the
Swing Line Lender; (vi) extend the expiration date of any Letter of Credit to a
date later than the fifth Business Day prior to the Revolving Credit
Termination Date without the consent of each Lender (including the Issuing
Lender) unless such Letter of Credit has been cash collateralized or
backstopped in a manner reasonably acceptable to the relevant Issuing Lender or
(vii) reduce the percentage specified in the definition of Majority Facility
Lenders with respect to any Facility without the consent of all Lenders under
such Facility.  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
Administrative Agent and all future holders of the Loans and L/C
Obligations.  In the case of any waiver,
the Loan Parties, the Lenders 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 sign 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.  Notwithstanding the foregoing,
this Agreement may be amended (or amended and restated) with the written
consent of the Required Lenders, the Administrative Agent and each Loan 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
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; provided, that  no Lender shall be required to make or
participate in such Additional Extensions of Credit without the consent of such
Lender in its sole discretion.


In addition to the foregoing, and notwithstanding the
first paragraph of this Section 10.1, this Agreement and any other Loan
Document may be amended (or amended and restated) with the consent of the
Borrower, the Administrative Agent and the Lenders providing commitments
therefor, but without the consent of the other Lenders, to increase the
Revolving Credit Commitments (the “New Revolving Credit Commitments”) in
an aggregate principal



 78
 









amount of up to $30,000,000; so long as (i) no
Default or Event of Default has occurred and is continuing and (ii) the
Borrower is in pro forma compliance with the financial covenants set forth in
Section 6.1 with respect to the most recently completed fiscal quarter for
which financial statements are then available. 
No Lenders will be required to commit to provide any portion of the New
Revolving Credit Commitments.  The
proceeds of the New Revolving Credit Commitments will be used for Permitted
Acquisitions or for general corporate purposes. 
On the date of effectiveness of any such New Revolving Credit
Commitments, each of the existing Lenders shall assign to each of the lenders
providing New Revolving Credit Commitments (the “New Lenders”) and each
of the New Lenders shall purchase from each of the Lenders, at the principal
amount therefor (together with accrued interest), such interests in the
Revolving Credit Loans outstanding on such effective date as shall be necessary
in order that, after giving effect to all such assignments and purchases, such
Revolving Credit Loans will be held by existing Lenders and New Lenders ratably
in accordance with their Revolving Credit Commitments after giving effect to
the addition of the New Revolving Credit Commitments and each New Revolving
Credit Commitment shall be deemed for all purposes a Revolving Credit
Commitment and each Revolving Credit Loan made thereunder (a “New Revolving
Credit Loan”) shall be deemed, for all purposes to be a Revolving Credit
Loan and each New Lender shall become a Lender with respect to the New
Revolving Loan Commitment and all matters relating thereto.


9.2   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 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:

  	
   

  	
  B&G Foods, Inc.

  Four Gatehall Drive, Suite 110

  Parsippany, NJ 07054

  Attention: Chief Financial Officer

  Telecopy: 973-630-6550

  Telephone: 973-401-6500

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  B&G Foods,
  Inc.

  Four Gatehall Drive, Suite 110

  Parsippany, NJ 07054

  Attention: General Counsel

  Telecopy: 973-630-6550

  Telephone: 973-401-6500

  



 



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  The Administrative Agent:

  	
   

  	
  Lehman
  Commercial Paper Inc.

  745 Seventh Avenue

  New York, New York 10019

  Attention: B&G Foods Portfolio Manager

  Telecopy: (646) 834-4997

  Telephone: (212) 526-1819

  
	
   

  	
   

  	
   

  
	
  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 Administrative Agent or any Lender shall not be effective
until received.


9.3   No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder 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.


9.4   Survival of Representations and
Warranties.  All representations and
warranties made hereunder, 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 extensions of credit hereunder.


9.5   Payment of Expenses.  The Borrower agrees (a) to pay or reimburse
the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the syndication of the Tranche C Term
Loan Commitments through the Restatement Date (other than fees payable to
syndicate members) and with 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 of the transactions contemplated hereby and thereby,
including, without limitation, 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 including, without limitation, the Issuing
Lender and the Swing Line Lender and the Administrative 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 such other
documents, including, without limitation, the fees and disbursements of counsel
(including the allocated fees and disbursements and other charges of in-house
counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay,
and indemnify and hold harmless each Lender and the Administrative Agent 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



 80
 









under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, and indemnify and hold
harmless each Lender, each Agent, their respective affiliates, and their
respective officers, directors, trustees, employees, advisors, agents and
controlling persons (each, an “Indemnitee”) 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, without limitation, any of the foregoing relating
to the use of proceeds of the Loans or the use of the Letters of Credit 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 and the 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 found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such
Indemnitee.  No Indemnitee, in the
absence of the gross negligence or willful misconduct of such 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.  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 with reasonable supporting detail to the Borrower’s chief financial
officer, at the address of the Borrower set forth in Section 9.2, or to such
other Person or address as may be hereafter designated by the Borrower in a
written notice to the Administrative Agent (which shall promptly notify each
Lender).  The agreements in this Section
shall survive repayment of the Loans and all other amounts payable hereunder.


9.6   Successors and Assigns;
Participations and Assignments. 
(a)  This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Lenders, the Administrative Agent, 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 or any other Loan Document without the prior written consent of
the Administrative Agent and each Lender (and any attempted such assignment or
transfer without such consents shall be null and void).


(b)   Any Lender may, without the
consent of the Borrower, 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 Revolving Credit Loan or Tranche C Term Loan
owing to such Lender, the Revolving Credit 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



 81
 









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 Revolving
Credit Loan or Tranche C Term Loan or any Reimbursement Obligation for all
purposes under this Agreement and the other Loan Documents, and the Borrower
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 and each Lender
shall retain the sole right to enforce any Loan Document and approve any
amendment, modification or waiver of any provision of the Loan Documents, except
that a selling Lender may agree that, without the Participant’s consent, such
selling Lender will not agree to any amendment, waiver or consent to any
provisions of the Loan Documents to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Loans or
Reimbursement Obligations or any fees payable hereunder, release all or
substantially all of the Collateral, release all or substantially all of the
Guarantors from their guarantee obligations under the Guarantee and Collateral
Agreement, or postpone the date of the final maturity of the Loans, in each
case to the extent subject to such participation.  The Borrower agrees that if amounts
outstanding under this Agreement 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 9.7(a) as fully as if it
were a Lender hereunder.  The Borrower
also agrees that each Participant shall be entitled to the benefits of Sections
2.17, 2.18 and 2.19 with respect to its participation in the Revolving Credit
Commitments and the Loans and Reimbursement Obligations outstanding from time
to time as if it were a Lender; provided that, in the case of Section
2.18, 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.


(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 or Approved Fund or Control Investment Affiliate thereof or, with
the consent of each Issuing Lender, the Swing Line Lender, the Administrative
Agent and the Borrower (which, in each case, shall not be unreasonably withheld
or delayed), 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, executed by such Assignee and such Assignor (and,
where the consent of the Borrower or any other Person is required pursuant to
the foregoing provisions, by the Borrower and each such other Person) and
delivered to the Administrative Agent for its acceptance and recording in the
Register; provided that no such consent of the Issuing Lender or the
Swing Line Lender need be obtained with respect to any assignment of the
Tranche C Term Loans; provided that no such assignment to an



 82
 









Assignee (other than any Lender or any affiliate or Approved Fund
thereof) shall be in an aggregate principal amount of less than $3,000,000 with
respect to Revolving Credit Loans and $1,000,000 with respect to Tranche C Term
Loans (other than in the case of an assignment of all of a Lender’s interests
under this Agreement), unless (i) otherwise agreed by the Borrower and the
Administrative Agent or (ii) such assignment is one of two or more assignments
being made simultaneously by or to affiliated Assignees or Approved Funds, the
sum of the aggregate principal amounts of which is at least $3,000,000 with
respect to Revolving Credit Loans and $1,000,000 with respect to Tranche C Term
Loans.  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 a Revolving Credit Commitment
and/or Loans and other interests 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 Sections 2.17, 2.18, 2.20 and 9.5 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
for any assignment that occurs at any time when any Event of Default shall have
occurred and be continuing.


(d)   The Administrative Agent
shall, on behalf of the Borrower, maintain at its address referred to in
Section 9.2 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 Revolving Credit Commitment of, and principal amount of
the Revolving Extensions of Credit and Tranche C Term 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, the Administrative Agent and the Lenders shall treat each Person
whose name is recorded in the Register as the owner of the Revolving Extensions
of Credit, Tranche C Term Loans and any Notes evidencing the 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 (to the extent requested by such 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 Revolving Extensions of Credit and Tranche C
Term Loans) at any reasonable time and from time to time upon reasonable prior
notice.


(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 9.6(c), by
each such other Person) together with payment to the Administrative Agent of a
registration and processing fee of $3,500 payable by the Assignee thereof
(treating multiple, simultaneous assignments by or to two or more Approved
Funds as a single assignment) (except that no such registration and processing
fee shall be payable in the case of an Assignee which is



 83
 









an affiliate or Approved Fund of such Lender, or a Person under common
management with such 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 Notes of the assigning Lender) a new
Note to the order of such Assignee in an amount equal to the Revolving Credit
Commitment and/or applicable Tranche C 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 C Term
Loans, as the case may be, upon request, new 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 C Term Loans, as the case may be, retained by it
hereunder.  Such new Note or Notes shall
be dated the Restatement Date and shall otherwise be in the form of the Note or
Notes replaced thereby.


(f)   For 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, including, without limitation, any pledge or assignment by a Lender
of any Loan or Note to any Federal Reserve Bank in accordance with applicable
law.


(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, (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 and (iii) the
Granting Lender’s and the Borrower’s obligations under this Agreement to the
other parties to this Agreement shall remain unchanged, the Granting Lender
shall remain solely responsible for the performance thereof, and the Borrower,
the Lenders and the Agents shall continue to deal solely and directly with such
Granting Lender in connection with such Granting Lender’s rights and
obligations under this Agreement and the other Loan Documents.  The making of a Loan by an SPC hereunder
shall utilize the Revolving Credit 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 9.6(g), any SPC may (A) with
notice to, but without the prior written



 84
 









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.  In the event that the consent
of all or any portion of the Lenders is required pursuant to any provision of
any Loan Document at a time when any Loan is held by any SPC, such SPC and the
Granting Lender that would otherwise have been obligated to make such Loan
shall agree between themselves as to which of them shall be entitled to grant
or withhold any consent applicable to such Loan, but such Granting Lender shall
communicate with the Administrative Agent and the Borrower as to the giving or
withholding of such consent, and the parties to the Loan Documents shall be
entitled to rely conclusively on the advice by such Granting Lender as to
whether such consent is being granted or 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.


9.7   Adjustments; Set-off.  (a)  Except to the extent that this
Agreement provides for payments to be allocated to a particular Lender and
except to the extent that Section 2.22 of this Agreement provides for payments
to a substituted Lender, if any Lender (a “Benefited 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 7(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 Benefited 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 Benefited Lender to share the excess payment or benefits of such
collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefited 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 promptly to notify 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.


9.8   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



 85
 









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.


9.9   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.


9.10   Integration.  This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Agents, 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,
any Agent or any Lender relative to subject matter hereof or thereof not
expressly set forth or referred to herein or in the other Loan Documents.


9.11   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.


9.12   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, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;


(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 9.2 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



 86
 









(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.


9.13   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, any 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 the Arrangers, the Agents and the Lenders, on the 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 the Arrangers, the Agents and the Lenders or among the Borrower and the
Lenders.


9.14   Confidentiality.  Each of the 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 any Agent or
any Lender from disclosing any such information (a) to the Arrangers, any
Agent, any other Lender or any affiliate or Approved Fund of any thereof, (b)
to any Participant, or Assignee, or pledgee of interests hereunder (each, a “Transferee”)
or prospective Transferee that agrees to comply with the provisions of this
Section, (c) to any of its employees, directors, trustees, agents, attorneys,
accountants and other professional advisors who are, or are expected to be,
engaged in evaluating, approving, structuring or administering this Agreement
or otherwise on a “need-to-know basis” if reasonably incidental to the
administration of this Agreement (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential), (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 (including,
without limitation, bank regulatory authorities) having jurisdiction over it,
(f) in response to any order of any court or other Governmental Authority
(including, without limitation, bank regulatory authorities) 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.


9.15   Release of Collateral Security and
Guarantee Obligations. 
Notwithstanding anything to the contrary contained herein or in the
Guarantee and Collateral Agreement, upon



 87
 









request of the Borrower, the Administrative Agent
shall (without notice to or vote or consent of any Lender) take action having
the effect of releasing any Collateral and/or guarantee obligations provided
for in the Guarantee and Collateral Agreement to the extent necessary to permit
consummation, by the relevant Person in accordance with the terms of this
Agreement and the other Loan Documents, of any transaction not prohibited
hereunder.


9.16   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.


9.17   Delivery of Lender Addenda.  Each initial Lender of Tranche C Term Loans
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.


9.18   WAIVERS OF JURY
TRIAL.  THE BORROWER, THE AGENTS 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.



 88














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.


	
  

  	
  B&G FOODS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President of Finance

  



 


 


[B&G Amended Credit Agreement]











 


	
  

  	
  LEHMAN BROTHERS INC.,

  
	
   

  	
  as Joint Lead Arranger and Joint Bookrunner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Hughes

  
	
   

  	
   

  	
  Name: William J. Hughes

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  LEHMAN COMMERCIAL PAPER INC.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Hughes

  
	
   

  	
   

  	
  Name: William J. Hughes

  
	
   

  	
   

  	
  Title: Managing Director

  



 


 


[B&G Amended Credit Agreement]











 


 


	
  

  	
  CREDIT SUISSE SECURITIES (USA) LLC,

  
	
   

  	
  as Joint Lead Arranger, Joint Bookrunner and

  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lauri Sivaslian

  
	
   

  	
  Name: Lauri Sivaslian

  
	
   

  	
  Title: Managing Director

  



 


 


[B&G Amended Credit Agreement]











ANNEX A


PRICING GRID FOR REVOLVING CREDIT LOANS




	
  Consolidated Leverage

  Ratio

  	
   

  	
  Applicable Margin

  for Eurodollar Loans

  	
   

  	
  Applicable Margin

  for Base Rate Loans

  	
   

  
	
  Greater than or equal
  to 5.00 to 1.00

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
  Less than 5.00 to 1.00,
  but greater than or equal to 4.50 to 1.00

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
  Less than 4.50 to 1.00,
  but greater than or equal to 4.00 to 1.00

  	
   

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  
	
  Less than 4.00 to 1.00

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  






 


Changes in the Applicable Margin with respect to Loans
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 5.1 (but in any
event not later than the 45th day after the end of each of the first three
quarterly periods of each fiscal year or the 90th 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 Pricing Grid 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 with
respect to the period of four consecutive fiscal quarters of the Borrower
ending at the end of the period covered by the relevant financial statements.











ANNEX B


EXISTING LETTERS OF
CREDIT


	
  Ref. No.

  	
   

  	
  Amount

  	
   

  	
  Beneficiary

  	
   

  
	
  00039783

  	
   

  	
  $

  	
  71,753

  	
   

  	
  Liberty
  Mutual Insurance Company

  	
   

  
	
  00051407

  	
   

  	
  $

  	
  600,000

  	
   

  	
  4
  Gatehall Realty L.L.C.

  	
   

  
	
  61659780

  	
   

  	
  $

  	
  671,753

  	
   

  	
  Bank of New York