Exhibit
10.21


$165,000,000


CREDIT
AGREEMENT


dated as
of January 31, 2007


among


ON
ASSIGNMENT, INC.,

as Borrower,


THE OTHER
GUARANTORS PARTY HERETO,

as Guarantors,


THE
LENDERS PARTY HERETO


and


UBS
SECURITIES LLC,

as Arranger, Bookmanager and Syndication Agent,


and


UBS AG,
STAMFORD BRANCH,

as Issuing Bank, Administrative Agent and Collateral Agent,


and


BANK OF
AMERICA, N.A. and SUNTRUST BANK,

as Co-Documentation Agents


and


UBS LOAN
FINANCE LLC,

as Swingline Lender


Cahill Gordon
& Reindel LLP

80 Pine Street

New York, NY  10005


















TABLE OF CONTENTS


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
   

  	
  Defined Terms

  	
   

  	
  2

  
	
  SECTION 1.02

  	
   

  	
  Classification of Loans and Borrowings

  	
   

  	
  33

  
	
  SECTION 1.03

  	
   

  	
  Terms Generally

  	
   

  	
  33

  
	
  SECTION 1.04

  	
   

  	
  Accounting Terms; GAAP

  	
   

  	
  34

  
	
  SECTION 1.05

  	
   

  	
  Resolution of Drafting Ambiguities

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE CREDITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
   

  	
  Commitments

  	
   

  	
  34

  
	
  SECTION 2.02

  	
   

  	
  Loans

  	
   

  	
  34

  
	
  SECTION 2.03

  	
   

  	
  Borrowing Procedure

  	
   

  	
  36

  
	
  SECTION 2.04

  	
   

  	
  Evidence of Debt; Repayment of Loans

  	
   

  	
  36

  
	
  SECTION 2.05

  	
   

  	
  Fees

  	
   

  	
  37

  
	
  SECTION 2.06

  	
   

  	
  Interest on Loans

  	
   

  	
  38

  
	
  SECTION 2.07

  	
   

  	
  Termination and Reduction of Commitments

  	
   

  	
  39

  
	
  SECTION 2.08

  	
   

  	
  Interest Elections

  	
   

  	
  39

  
	
  SECTION 2.09

  	
   

  	
  Amortization of Term Borrowings

  	
   

  	
  40

  
	
  SECTION 2.10

  	
   

  	
  Optional and Mandatory Prepayments of Loans

  	
   

  	
  41

  
	
  SECTION 2.11

  	
   

  	
  Alternate Rate of Interest

  	
   

  	
  44

  
	
  SECTION 2.12

  	
   

  	
  Yield Protection

  	
   

  	
  44

  
	
  SECTION 2.13

  	
   

  	
  Breakage Payments

  	
   

  	
  46

  
	
  SECTION 2.14

  	
   

  	
  Payments Generally; Pro Rata Treatment; Sharing of
  Setoffs

  	
   

  	
  46

  
	
  SECTION 2.15

  	
   

  	
  Taxes

  	
   

  	
  48

  
	
  SECTION 2.16

  	
   

  	
  Mitigation Obligations; Replacement of Lenders

  	
   

  	
  50

  
	
  SECTION 2.17

  	
   

  	
  Swingline Loans

  	
   

  	
  51

  
	
  SECTION 2.18

  	
   

  	
  Letters of Credit

  	
   

  	
  52

  
	
  SECTION 2.19

  	
   

  	
  The Synthetic LC Deposit Account

  	
   

  	
  59

  
	
  SECTION 2.20

  	
   

  	
  Increase in Commitments

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
   

  	
  Organization; Powers

  	
   

  	
  61

  
	
  SECTION 3.02

  	
   

  	
  Authorization; Enforceability

  	
   

  	
  61

  
	
  SECTION 3.03

  	
   

  	
  No Conflicts

  	
   

  	
  62

  
	
  SECTION 3.04

  	
   

  	
  Financial Statements; Projections

  	
   

  	
  62

  
	
  SECTION 3.05

  	
   

  	
  Properties

  	
   

  	
  63

  
	
  SECTION 3.06

  	
   

  	
  Intellectual Property

  	
   

  	
  63

  
	
  SECTION 3.07

  	
   

  	
  Equity Interests and Subsidiaries

  	
   

  	
  64

  



 



 i
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.08

  	
   

  	
  Litigation; Compliance with Laws

  	
   

  	
  65

  
	
  SECTION 3.09

  	
   

  	
  Agreements

  	
   

  	
  65

  
	
  SECTION 3.10

  	
   

  	
  Federal Reserve Regulations

  	
   

  	
  65

  
	
  SECTION 3.11

  	
   

  	
  Investment Company Act

  	
   

  	
  65

  
	
  SECTION 3.12

  	
   

  	
  Use of Proceeds

  	
   

  	
  65

  
	
  SECTION 3.13

  	
   

  	
  Taxes

  	
   

  	
  66

  
	
  SECTION 3.14

  	
   

  	
  No Material Misstatements

  	
   

  	
  66

  
	
  SECTION 3.15

  	
   

  	
  Labor Matters

  	
   

  	
  66

  
	
  SECTION 3.16

  	
   

  	
  Solvency

  	
   

  	
  66

  
	
  SECTION 3.17

  	
   

  	
  Employee Benefit Plans

  	
   

  	
  67

  
	
  SECTION 3.18

  	
   

  	
  Environmental Matters

  	
   

  	
  67

  
	
  SECTION 3.19

  	
   

  	
  Insurance

  	
   

  	
  68

  
	
  SECTION 3.20

  	
   

  	
  Security Documents

  	
   

  	
  69

  
	
  SECTION 3.21

  	
   

  	
  Acquisition Documents; Representations and
  Warranties in Acquisition Agreement

  	
   

  	
  70

  
	
  SECTION 3.22

  	
   

  	
  Anti-Terrorism Law

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS TO
  CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
   

  	
  Conditions to Initial Credit Extension

  	
   

  	
  71

  
	
  SECTION 4.02

  	
   

  	
  Conditions to All Credit Extensions

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
   

  	
  Financial Statements, Reports, etc.

  	
   

  	
  75

  
	
  SECTION 5.02

  	
   

  	
  Litigation and Other Notices

  	
   

  	
  77

  
	
  SECTION 5.03

  	
   

  	
  Existence; Businesses and Properties

  	
   

  	
  78

  
	
  SECTION 5.04

  	
   

  	
  Insurance

  	
   

  	
  78

  
	
  SECTION 5.05

  	
   

  	
  Obligations and Taxes

  	
   

  	
  79

  
	
  SECTION 5.06

  	
   

  	
  Employee Benefits

  	
   

  	
  80

  
	
  SECTION 5.07

  	
   

  	
  Maintaining Records; Access to Properties and
  Inspections; Annual Meetings

  	
   

  	
  80

  
	
  SECTION 5.08

  	
   

  	
  Use of Proceeds

  	
   

  	
  81

  
	
  SECTION 5.09

  	
   

  	
  Compliance with Environmental Laws; Environmental
  Reports

  	
   

  	
  81

  
	
  SECTION 5.10

  	
   

  	
  Interest Rate Protection

  	
   

  	
  81

  
	
  SECTION 5.11

  	
   

  	
  Additional Collateral; Additional Guarantors

  	
   

  	
  81

  
	
  SECTION 5.12

  	
   

  	
  Security Interests; Further Assurances

  	
   

  	
  83

  
	
  SECTION 5.13

  	
   

  	
  Information Regarding Collateral

  	
   

  	
  83

  
	
  SECTION 5.14

  	
   

  	
  Affirmative Covenants with Respect to Leases

  	
   

  	
  84

  
	
  SECTION 5.15

  	
   

  	
  Post-Closing Collateral Matters

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
   

  	
  Indebtedness

  	
   

  	
  84

  



 



 ii
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.02

  	
   

  	
  Liens

  	
   

  	
  85

  
	
  SECTION 6.03

  	
   

  	
  Sale and Leaseback Transactions

  	
   

  	
  88

  
	
  SECTION 6.04

  	
   

  	
  Investment, Loan and Advances

  	
   

  	
  88

  
	
  SECTION 6.05

  	
   

  	
  Mergers and Consolidations

  	
   

  	
  89

  
	
  SECTION 6.06

  	
   

  	
  Asset Sales

  	
   

  	
  90

  
	
  SECTION 6.07

  	
   

  	
  Acquisitions

  	
   

  	
  90

  
	
  SECTION 6.08

  	
   

  	
  Dividends

  	
   

  	
  91

  
	
  SECTION 6.09

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  91

  
	
  SECTION 6.10

  	
   

  	
  Financial Covenants

  	
   

  	
  92

  
	
  SECTION 6.11

  	
   

  	
  Modifications of Organizational Documents and Other
  Documents, etc.

  	
   

  	
  93

  
	
  SECTION 6.12

  	
   

  	
  Limitation on Certain Restrictions on Subsidiaries

  	
   

  	
  93

  
	
  SECTION 6.13

  	
   

  	
  Limitation on Issuance of Capital Stock

  	
   

  	
  94

  
	
  SECTION 6.14

  	
   

  	
  Limitation on Creation of Subsidiaries

  	
   

  	
  94

  
	
  SECTION 6.15

  	
   

  	
  Business

  	
   

  	
  94

  
	
  SECTION 6.16

  	
   

  	
  Limitation on Accounting Changes

  	
   

  	
  94

  
	
  SECTION 6.17

  	
   

  	
  Fiscal Year

  	
   

  	
  95

  
	
  SECTION 6.18

  	
   

  	
  No Further Negative Pledge

  	
   

  	
  95

  
	
  SECTION 6.19

  	
   

  	
  Anti-Terrorism Law; Anti-Money Laundering

  	
   

  	
  95

  
	
  SECTION 6.20

  	
   

  	
  Embargoed Person

  	
   

  	
  95

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
   

  	
  The Guarantee

  	
   

  	
  96

  
	
  SECTION 7.02

  	
   

  	
  Obligations Unconditional

  	
   

  	
  96

  
	
  SECTION 7.03

  	
   

  	
  Reinstatement

  	
   

  	
  97

  
	
  SECTION 7.04

  	
   

  	
  Subrogation; Subordination

  	
   

  	
  97

  
	
  SECTION 7.05

  	
   

  	
  Remedies

  	
   

  	
  97

  
	
  SECTION 7.06

  	
   

  	
  Instrument for the Payment of Money

  	
   

  	
  98

  
	
  SECTION 7.07

  	
   

  	
  Continuing Guarantee

  	
   

  	
  98

  
	
  SECTION 7.08

  	
   

  	
  General Limitation on Guarantee Obligations

  	
   

  	
  98

  
	
  SECTION 7.09

  	
   

  	
  Release of Guarantors

  	
   

  	
  98

  
	
  SECTION 7.10

  	
   

  	
  Right of Contribution

  	
   

  	
  98

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EVENTS OF
  DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
   

  	
  Events of Default

  	
   

  	
  99

  
	
  SECTION 8.02

  	
   

  	
  Rescission

  	
   

  	
  101

  
	
  SECTION 8.03

  	
   

  	
  Application of Proceeds

  	
   

  	
  101

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
   

  	
  Appointment and Authority

  	
   

  	
  102

  
	
  SECTION 9.02

  	
   

  	
  Rights as a Lender

  	
   

  	
  103

  



 



 iii
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.03

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  103

  
	
  SECTION 9.04

  	
   

  	
  Reliance by Agent

  	
   

  	
  104

  
	
  SECTION 9.05

  	
   

  	
  Delegation of Duties

  	
   

  	
  104

  
	
  SECTION 9.06

  	
   

  	
  Resignation of Agent

  	
   

  	
  104

  
	
  SECTION 9.07

  	
   

  	
  Non-Reliance on Agent and Other Lenders

  	
   

  	
  105

  
	
  SECTION 9.08

  	
   

  	
  No Other Duties, etc.

  	
   

  	
  105

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
   

  	
  Notices

  	
   

  	
  105

  
	
  SECTION 10.02

  	
   

  	
  Waivers; Amendment

  	
   

  	
  108

  
	
  SECTION 10.03

  	
   

  	
  Expenses; Indemnity; Damage Waiver

  	
   

  	
  111

  
	
  SECTION 10.04

  	
   

  	
  Successors and Assigns

  	
   

  	
  113

  
	
  SECTION 10.05

  	
   

  	
  Survival of Agreement

  	
   

  	
  115

  
	
  SECTION 10.06

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  116

  
	
  SECTION 10.07

  	
   

  	
  Severability

  	
   

  	
  116

  
	
  SECTION 10.08

  	
   

  	
  Right of Setoff

  	
   

  	
  116

  
	
  SECTION 10.09

  	
   

  	
  Governing Law; Jurisdiction; Consent to Service of
  Process

  	
   

  	
  116

  
	
  SECTION 10.10

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  117

  
	
  SECTION 10.11

  	
   

  	
  Headings

  	
   

  	
  117

  
	
  SECTION 10.12

  	
   

  	
  Treatment of Certain Information; Confidentiality

  	
   

  	
  117

  
	
  SECTION 10.13

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  118

  
	
  SECTION 10.14

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  118

  
	
  SECTION 10.15

  	
   

  	
  Lender Addendum

  	
   

  	
  118

  
	
  SECTION 10.16

  	
   

  	
  Obligations Absolute

  	
   

  	
  118

  
	
  SECTION 10.17

  	
   

  	
  Dollar Equivalent Calculations

  	
   

  	
  119

  
	
  SECTION 10.18

  	
   

  	
  Judgment Currency

  	
   

  	
  119

  



 


	
  ANNEXES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Annex I

  	
   

  	
  Applicable Margin

  
	
  Annex II

  	
   

  	
  Amortization Table

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1.01(a)

  	
   

  	
  Refinancing Indebtedness to Be Repaid

  
	
  Schedule 1.01(b)

  	
   

  	
  Subsidiary Guarantors

  
	
  Schedule 1.01(c)

  	
   

  	
  Existing Letters of Credit

  
	
  Schedule 3.09

  	
   

  	
  Material Agreements

  
	
  Schedule 3.19

  	
   

  	
  Insurance

  
	
  Schedule 3.21

  	
   

  	
  Acquisition Documents

  
	
  Schedule 4.01(g)

  	
   

  	
  Local Counsel Opinions

  
	
  Schedule 5.15

  	
   

  	
  Post-Closing Matters

  
	
  Schedule 6.01(b)

  	
   

  	
  Existing Indebtedness

  
	
  Schedule 6.02(c)

  	
   

  	
  Existing Liens

  
	
  Schedule 6.04(b)

  	
   

  	
  Existing Investments

  



 



 iv
 









 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Form of Administrative Questionnaire

  
	
  Exhibit B

  	
   

  	
  Form of Assignment and Assumption

  
	
  Exhibit C

  	
   

  	
  Form of Borrowing Request

  
	
  Exhibit D

  	
   

  	
  Form of Compliance Certificate

  
	
  Exhibit E

  	
   

  	
  Form of Interest Election Request

  
	
  Exhibit F

  	
   

  	
  Form of Joinder Agreement

  
	
  Exhibit G

  	
   

  	
  Form of Intercompany Note

  
	
  Exhibit H

  	
   

  	
  Form of LC Request

  
	
  Exhibit I

  	
   

  	
  Form of Lender Addendum

  
	
  Exhibit J

  	
   

  	
  Form of Non-Bank Certificate

  
	
  Exhibit K-1

  	
   

  	
  Form of Term Note

  
	
  Exhibit K-2

  	
   

  	
  Form of Revolving Note

  
	
  Exhibit K-3

  	
   

  	
  Form of Swingline Note

  
	
  Exhibit L-1

  	
   

  	
  Form of Perfection Certificate

  
	
  Exhibit L-2

  	
   

  	
  Form of Perfection Certificate Supplement

  
	
  Exhibit M

  	
   

  	
  Form of Security Agreement

  
	
  Exhibit N

  	
   

  	
  Form of Opinion of Company Counsel

  
	
  Exhibit O

  	
   

  	
  Form of Solvency Certificate

  



 



 v















CREDIT AGREEMENT


This CREDIT AGREEMENT (this “Agreement”)
dated as of January 31, 2007, among ON ASSIGNMENT, INC., a Delaware corporation
(“Borrower”), the Subsidiary Guarantors
(such term and each other capitalized term used but not defined herein having the
meaning given to it in Article I), the Lenders, UBS SECURITIES LLC,
as lead arranger (in such capacity, “Arranger”) and
as syndication agent (together with any successor in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline
lender (in such capacity, “Swingline Lender”),
BANK OF AMERICA, N.A. and SUNTRUST BANK, each as a co-documentation agent (each
in such capacity, a”Co-Documentation Agent”)
and UBS AG, STAMFORD BRANCH, as issuing bank (together with any successor in
such capacity, “Issuing Bank”), as administrative
agent (in such capacity, “Administrative Agent”)
for the Lenders and as collateral agent (together with any successor in such
capacity, “Collateral Agent”) for the Secured
Parties and the Issuing Bank.


WITNESSETH:


WHEREAS, Borrower and On Assignment 2007 Acquisition
Corp., a wholly-owned subsidiary of Borrower (“Merger Sub”)
have entered into a merger agreement, dated as of January 3, 2007 (as
amended, supplemented or otherwise modified from time to time in accordance with
the provisions hereof and thereof, the “Acquisition Agreement”),
with Oxford Global Resources, Inc., a Delaware corporation (“Oxford”), pursuant to which Merger Sub and Oxford will
merge, with Oxford as the surviving entity (such Merger, the “Acquisition”).


WHEREAS, the Equity Financing shall be consummated
simultaneously herewith.


WHEREAS, Borrower has requested the Lenders to extend
credit in the form of (a) Term Loans on the Closing Date, in an aggregate
principal amount of $145.0 million, (b) Revolving Loans at any time and
from time to time prior to the Revolving Maturity Date, in an aggregate
principal amount at any time outstanding not in excess of $20.0 million, which
may be drawn on the Closing Date for ordinary course working capital purposes
only and (c) one-day Synthetic Letters of Credit on the Closing Date in an
aggregate face amount not in excess of $151.0 million, which will be cash
collateralized by (i) the net proceeds of the $145.0 million in Term Loans
extended to the Borrower on the Closing Date and (ii) the
$9.0 million that has been deposited by the Borrower in the Synthetic LC
Deposit Account prior to the Closing Date.


WHEREAS, Borrower has requested the Swingline Lender
to make Swingline Loans, at any time and from time to time prior to the
Revolving Maturity Date, in an aggregate principal amount at any time outstanding
not in excess of $5.0 million.


WHEREAS, Borrower has requested the Issuing Bank to
issue letters of credit, in an aggregate face amount at any time outstanding
not in excess of $10.0 million, to support payment obligations incurred in the
ordinary course of business by Borrower and its Subsidiaries.


WHEREAS, Borrower has requested the Synthetic LC
Issuing Bank to issue the Synthetic Letters of Credit, in an aggregate face
amount equal to $151.0 million on the Closing Date, to provide credit support
for the promissory notes (the “Acquisition Promissory
Notes”) to be delivered by the Borrower to the Oxford Stockholders
on the Closing Date in connection with the consummation of the
Acquisition.  On the Business Day
immediately following the Closing Date, (a) the Acquisition Promissory 













Notes will become due and payable, (b) the net
proceeds of the Term Loans and a portion of the Company Cash Collateral shall
be disbursed to the Oxford Stockholders from the Synthetic LC Deposit Account
in accordance with the Borrower’s instructions, (c) the Synthetic Letters
of Credit will expire and shall be returned to the Administrative Agent and
(d) the remainder of the balance, if any, in the Synthetic LC Deposit
Account shall be disbursed to the Borrower.


WHEREAS, the proceeds of the Loans are to be used in
accordance with Section 3.12.


NOW, THEREFORE, the Lenders are willing to extend such
credit to Borrower and the Issuing Bank is willing to issue letters of credit
for the account of Borrower on the terms and subject to the conditions set
forth herein.  Accordingly, the parties
hereto agree as follows:


ARTICLE I


DEFINITIONS


SECTION
1.01   Defined
Terms.  As used in this
Agreement, the following terms shall have the meanings specified below:


“ABR”, when used
in reference to any Loan or Borrowing, is used when such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.


“ABR Borrowing”
shall mean a Borrowing comprised of ABR Loans.


“ABR Loan” shall
mean any ABR Term Loan or ABR Revolving Loan.


“ABR Revolving Loan”
shall mean any Revolving Loan bearing interest at a rate determined by reference
to the Alternate Base Rate in accordance with the provisions of Article II.


“ABR Term Loan”
shall mean any Term Loan bearing interest at a rate determined by reference to
the Alternate Base Rate in accordance with the provisions of Article II.


“Acquisition”
shall have the meaning assigned to such term in the first recital hereto.


“Acquisition Agreement”
shall have the meaning assigned to such term in the first recital hereto.


“Acquisition Consideration”
shall mean the purchase consideration for any Permitted Acquisition and all
other payments by Borrower or any of its Subsidiaries in exchange for, or as
part of, or in connection with, any Permitted Acquisition, whether paid in cash
or by exchange of Equity Interests or of properties or otherwise and whether
payable at or prior to the consummation of such Permitted Acquisition or
deferred for payment at any future time, whether or not any such future payment
is subject to the occurrence of any contingency, and includes any and all
payments representing the purchase price and any assumptions of Indebtedness, “earn-outs”
and other agreements to make any payment the amount of which is, or the terms
of payment of which are, in any respect subject to or contingent upon the
revenues, income, cash flow or profits (or the like) of any person or business;
provided that any such future payment
that is subject to a contingency shall be considered Acquisition Consideration
only to the extent of the reserve, if any, required under GAAP at the time of
such sale to be established in respect thereof by Borrower or any of its
Subsidiaries.



 2
 









“Acquisition Documents”
shall mean the collective reference to the Acquisition Agreement and the other
documents listed on Schedule 3.21.


“Acquisition Promissory
Notes” shall have the meaning assigned to such term in the sixth
recital hereto.


“Adjusted LIBOR Rate”
shall mean, with respect to any Eurodollar Borrowing for any Interest Period,
(a) an interest rate per annum (rounded upward, if necessary, to the
nearest 1/100th of 1%) determined by the Administrative Agent to be equal to
the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period
divided by (b) 1 minus the
Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest
Period.


“Administrative Agent”
shall have the meaning assigned to such term in the preamble hereto and includes
each other person appointed as the successor pursuant to Article X.


“Administrative Agent Fee”
shall have the meaning assigned to such term in Section 2.05(b).


“Administrative
Questionnaire” shall mean an Administrative Questionnaire in substantially
the form of Exhibit A.


“Affiliate”
shall mean, when used with respect to a specified person, another person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the person specified; provided, however, that,
for purposes of Section 6.09, the term “Affiliate” shall also
include (i) any person that directly or indirectly owns more than 10% of
any class of Equity Interests of the person specified or (ii) any person
that is an executive officer or director of the person specified.


“Agents” shall
mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.


“Agreement”
shall have the meaning assigned to such term in the preamble hereto.


“Alternate Base Rate”
shall mean, for any day, a rate per annum (rounded upward, if necessary, to the
nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect
on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 0.50%.  If the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b)
of the preceding sentence until the circumstances giving rise to such inability
no longer exist.  Any change in the
Alternate Base Rate due to a change in the Base Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Base Rate or the Federal Funds Effective Rate, respectively.


“Alternate Currency”
shall mean euros.


“Alternate Currency
Equivalent” shall mean, as to any amount denominated in dollars as
of any date of determination, the amount of the applicable Alternate Currency
that could be purchased with such amount of dollars based upon the Spot Selling
Rate.



 3
 









“Alternate Currency Letter
of Credit” shall mean any Letter of Credit to the extent denominated
in an Alternate Currency.


“Anti-Terrorism Laws”
shall have the meaning assigned to such term in Section 3.22.


“Applicable Fee”
shall mean the applicable percentage set forth in Annex I under the
appropriate caption.


“Approved Currency”
shall mean each of dollars and each Alternate Currency.


“Applicable Margin”
shall mean, for any day, (a) with respect to any Revolving Loan the
applicable percentage set forth in Annex I under the appropriate
caption and (b)(i) 2.25% per annum, in the case of any Eurodollar Term
Loans and (ii) 1.25% per annum, in the case of any ABR Term Loans.


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


“Arranger” shall
have the meaning assigned to such term in the preamble hereto.


“Asset Sale”
shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer
or other disposition (including by way of merger or consolidation and including
any Sale and Leaseback Transaction) of any property excluding sales of
inventory and dispositions of cash and cash equivalents, in each case, in the
ordinary course of business, by Borrower or any of its Subsidiaries, and
(b) any issuance or sale of any Equity Interests of any Subsidiary of
Borrower, in each case, to any person other than (i) Borrower,
(ii) any Subsidiary Guarantor or (iii) other than for purposes of Section
6.06, any other Subsidiary.


“Assignment and Assumption”
shall mean an assignment and assumption entered into by a Lender and an
Eligible Assignee (with the consent of any party whose consent is required by Section
10.04(b)), and accepted by the Administrative Agent, in substantially the
form of Exhibit B, or any other form approved by the Administrative
Agent.


“Auto-Renewal Letter of
Credit” shall have the meaning assigned to such term in Section
2.18(c)(ii) hereof.


“Base Rate”
shall mean, for any day, a rate per annum that is equal to the corporate base
rate of interest established by the Administrative Agent from time to time;
each change in the Base Rate shall be effective on the date such change is
effective.  The corporate base rate is
not necessarily the lowest rate charged by the Administrative Agent to its
customers.


“Board” shall
mean the Board of Governors of the Federal Reserve System of the United States.


“Board of Directors”
shall mean, with respect to any person, (i) in the case of any corporation,
the board of directors of such person, (ii) in the case of any limited
liability company, the board of managers of such person or the Board of
Directors of the manager of such person, as applicable, (iii) in the case
of any partnership, the Board of Directors of the general partner of such
person and (iv) in any other case, the functional equivalent of the foregoing.



 4
 









“Borrower” shall
have the meaning assigned to such term in the preamble hereto.


“Borrowing”
shall mean (a) Loans of the same Class and Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect, or (b) a Swingline Loan.


“Borrowing Request”
shall mean a request by Borrower in accordance with the terms of Section 2.03
and substantially in the form of Exhibit C, or such other form as
shall be approved by the Administrative Agent.


“Business Day”
shall mean any day other than a Saturday, Sunday or other day on which banks in
New York City or Los Angeles, California are authorized or required by law to
close; provided, however,
that when used in connection with (a) a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.


“Capital Assets” shall mean,
with respect to any person, all equipment, fixed assets and Real Property or
improvements of such person, or replacements or substitutions therefor or additions
thereto, that, in accordance with GAAP, have been or should be reflected as
additions to property, plant or equipment on the balance sheet of such person.


“Capital Expenditures”
shall mean, for any period, without duplication, all expenditures made directly
or indirectly by Borrower and its Subsidiaries during such period for Capital
Assets (whether paid in cash or other consideration, financed by the incurrence
of Indebtedness or accrued as a liability), but excluding (i) expenditures
made in connection with the replacement, substitution or restoration of
property or reinvestment of proceeds pursuant to Section 2.10(c) or
(f) and (ii) any portion of such increase attributable solely to acquisitions
of property, plant and equipment in Permitted Acquisitions.  For purposes of this definition, the purchase
price of equipment or other fixed assets that are purchased simultaneously with
the trade-in of existing assets or with insurance proceeds shall be included in
Capital Expenditures only to the extent of the gross amount by which such
purchase price exceeds the credit granted by the seller of such assets for the
assets being traded in at such time or the amount of such insurance proceeds,
as the case may be.


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


“Cash Equivalents”
shall mean, as to any person, (a) securities issued, or directly, unconditionally
and fully guaranteed or insured, by the United States or any agency or
instrumentality thereof having maturities of not more than one year from the
date of acquisition by such person; (b) time deposits and certificates of
deposit of any Lender or any commercial bank having, or which is the principal
banking subsidiary of a bank holding company organized under the laws of the
United States, any state thereof or the District of Columbia having, capital
and surplus aggregating in excess of $500.0 million and a rating of “A” (or
such other similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act) with maturities of not more than one year from the date of acquisition by
such person; (c) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in
clause (a) above entered into 



 5
 









with any bank meeting the qualifications specified in
clause (b) above, which repurchase obligations are secured by a valid
perfected security interest in the underlying securities; (d) commercial
paper issued by any person incorporated in the United States rated at least A-1
or the equivalent thereof by Standard & Poor’s Rating Service or at least
P-1 or the equivalent thereof by Moody’s Investors Service Inc., and in each
case maturing not more than one year after the date of acquisition by such
person; (e) investments in money market funds substantially all of whose
assets are comprised of securities of the types described in clauses (a)
through (d) above; and (f) demand deposit accounts maintained in the
ordinary course of business.


“Cash Interest Expense”
shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the
increase in the principal amount of such debt including by issuance of
additional debt of such kind and (b) items described in clause (c)
or, other than to the extent paid in cash, clause (g) of the definition of “Consolidated
Interest Expense.”


“Casualty Event”
shall mean any involuntary loss of title, any involuntary loss of, damage to or
any destruction of, or any condemnation or other taking (including by any
Governmental Authority) of, any property of Borrower or any of its
Subsidiaries.  “Casualty Event” shall
include but not be limited to any taking of all or any part of any Real
Property of any person or any part thereof, in or by condemnation or other
eminent domain proceedings pursuant to any Requirement of Law, or by reason of
the temporary requisition of the use or occupancy of all or any part of any
Real Property of any person or any part thereof by any Governmental Authority,
civil or military, or any settlement in lieu thereof.


“CERCLA” shall
mean the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended, 42 U.S.C. § 9601 et seq. and all
implementing regulations.


A “Change in
Control” shall be deemed to have occurred if:


(a)           at
any time a change of control occurs under any Material Indebtedness;


(b)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that for purposes of this clause such
person or group shall be deemed to have “beneficial ownership” of all
securities that such person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly
or indirectly, of Voting Stock of Borrower representing more than 35% of the
voting power of the total outstanding Voting Stock of Borrower; or


(c)           during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of Borrower (together with any new
directors whose election to such Board of Directors or whose nomination for
election was approved by a vote of a majority of the members of the Board of
Directors of Borrower, which members comprising such majority are then still in
office and were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of Borrower.


For purposes of this definition, a person shall not be
deemed to have beneficial ownership of Equity Interests subject to a stock
purchase agreement, merger agreement or similar agreement until the
consummation of the transactions contemplated by such agreement.



 6
 









“Change in Law”
shall mean the occurrence, after the date of this Agreement, of any of the
following:  (a) the adoption or
taking into effect of any law, treaty, order, policy, rule or regulation,
(b) any change in any law, treaty, order, policy, rule or regulation or in
the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental
Authority.


“Charges” shall
have the meaning assigned to such term in Section 10.14.


“Class,” when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are Revolving Loans, Term Loans, Incremental
Term Loans or Swingline Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Commitment, Term Loan
Commitment or Swingline Commitment, in each case, under this Agreement as
originally in effect or pursuant to Section 2.20, of which such Loan,
Borrowing or Commitment shall be a part.


“Closing Date”
shall mean the date of the initial Credit Extension hereunder.


“Code” shall
mean the Internal Revenue Code of 1986.


“Co-Documentation Agent”
shall have the meaning assigned to such term in the preamble hereto.


“Collateral”
shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged
Property and all other property of whatever kind and nature subject or
purported to be subject from time to time to a Lien under any Security Document.


“Collateral Agent”
shall have the meaning assigned to such term in the preamble hereto and
includes each other person appointed as the successor pursuant to Article X.


“Commercial Letter of
Credit” shall mean any letter of credit or similar instrument issued
for the purpose of providing credit support in connection with the purchase of
materials, goods or services by Borrower or any of its Subsidiaries in the
ordinary course of their businesses.


“Commitment”
shall mean, with respect to any Lender, such Lender’s Revolving Commitment,
Term Loan Commitment or Swingline Commitment, and any Commitment to make Term
Loans or Revolving Loans of a new Class extended by such Lender as provided in Section
2.20.


“Commitment Fee”
shall have the meaning assigned to such term in Section 2.05(a).


“Companies”
shall mean Borrower and its Subsidiaries; and “Company”
shall mean any one of them.


“Company Cash Collateral”
shall mean an amount in cash equal to at least $9.0 million that is deposited
with the Administrative Agent in the Synthetic LC Deposit Account by the Company
in order to serve as a portion of the cash collateral supporting the Synthetic
LC Obligations.


“Compliance Certificate”
shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.



 7
 









“Confidential Information
Memorandum” shall mean that certain confidential information memorandum
dated as of January 5, 2007.


“Consolidated Amortization
Expense” shall mean, for any period, the amortization expense of Borrower
and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.


“Consolidated Current
Assets” shall mean, as at any date of determination, the total assets
of Borrower and its Subsidiaries which may properly be classified as current
assets on a consolidated balance sheet of Borrower and its Subsidiaries in
accordance with GAAP, excluding cash and Cash Equivalents.


“Consolidated Current
Liabilities” shall mean, as at any date of determination, the total
liabilities of Borrower and its Subsidiaries which may properly be classified
as current liabilities (other than the current portion of any Loans) on a
consolidated balance sheet of Borrower and its Subsidiaries in accordance with
GAAP.


“Consolidated Depreciation
Expense” shall mean, for any period, the depreciation expense of
Borrower and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP.


“Consolidated EBITDA”
shall mean, for any period, Consolidated Net Income for such period, adjusted
by (x) adding thereto, in each case only to the
extent (and in the same proportion) deducted in determining such Consolidated
Net Income and without duplication (and with respect to the portion of Consolidated
Net Income attributable to any Subsidiary of Borrower only if a corresponding
amount would be permitted at the date of determination to be distributed to
Borrower by such Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its Organizational Documents and all
agreements, instruments and Requirements of Law applicable to such Subsidiary
or its equityholders):


(a)           Consolidated
Interest Expense for such period,


(b)           Consolidated
Amortization Expense for such period,


(c)           Consolidated
Depreciation Expense for such period,


(d)           Consolidated
Tax Expense for such period,


(e)           costs
and expenses directly incurred in connection with the Transactions (not to
exceed $10.0 million),


(f)            nonrecurring
reasonable costs and expenses directly incurred in connection with any proposed
acquisition that is not closed or closed Permitted Acquisitions, and


(g)           the
aggregate amount of all other non-cash charges reducing Consolidated Net Income
(excluding any non-cash charge that results in an accrual of a reserve for cash
charges in any future period) for such period, and



 8
 









(y) subtracting therefrom the aggregate amount of all non-cash
items increasing Consolidated Net Income (other than the accrual of revenue or
recording of receivables in the ordinary course of business) for such period.


Other than for purposes of calculating Excess Cash
Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give
effect to the Acquisition, any Permitted Acquisition and Asset Sales (other
than any dispositions in the ordinary course of business) consummated at any
time on or after the first day of the Test Period and prior to the date of
determination as if the Acquisition and each such Permitted Acquisition had
been effected on the first day of such period and as if each such Asset Sale
had been consummated on the day prior to the first day of such period.  Consolidated EBITDA for the fiscal quarters
ended March 31, 2006, June 30, 2006 and September 30, 2006 shall be deemed to
be $8.1 million, $10.8 million and $12.6 million, respectively,
before giving effect to any Permitted Acquisition or Asset Sales consummated
after the Closing Date.


“Consolidated Indebtedness”
shall mean, as at any date of determination, the aggregate amount of all
balance sheet Indebtedness of Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP.


“Consolidated Interest
Coverage Ratio” shall mean, for any Test Period, the ratio of
(x) Consolidated EBITDA for such Test Period to (y) Consolidated Interest
Expense for such Test Period.


“Consolidated Interest
Expense” shall mean, for any period, the total consolidated interest
expense of Borrower and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP plus, without
duplication:


(a)           imputed
interest on Capital Lease Obligations of Borrower and its Subsidiaries for such
period;


(b)           commissions,
discounts and other fees and charges owed by Borrower or any of its
Subsidiaries with respect to letters of credit securing financial obligations,
bankers’ acceptance financing and receivables financings for such period;


(c)           amortization
of debt issuance costs, debt discount or premium and other financing fees and expenses
incurred by Borrower or any of its Subsidiaries for such period;


(d)           cash
contributions to any employee stock ownership plan or similar trust made by Borrower
or any of its Subsidiaries to the extent such contributions are used by such
plan or trust to pay interest or fees to any person (other than Borrower or a
Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan
or trust for such period;


(e)           all
interest paid or payable with respect to discontinued operations of Borrower or
any of its Subsidiaries for such period;


(f)            the
interest portion of any deferred payment obligations of Borrower or any of its
Subsidiaries for such period;


(g)           all
interest on any Indebtedness of Borrower or any of its Subsidiaries of the type
described in clause (f) or (j) of the definition of “Indebtedness” for
such period;



 9
 









provided
that (a) to the extent directly related to the Transactions or any
Permitted Acquisition, debt issuance costs, debt discount or premium and other
financing fees and expenses shall be excluded from the calculation of
Consolidated Interest Expense and (b) Consolidated Interest Expense shall
be calculated after giving effect to Hedging Agreements related to interest
rates (including associated costs), but excluding unrealized gains and losses
with respect to Hedging Agreements related to interest rates.


Consolidated Interest Expense shall be calculated on a
Pro Forma Basis to give effect to any Indebtedness incurred, assumed or
permanently repaid or extinguished at any time on or after the first day of the
Test Period and prior to the date of determination in connection with the Acquisition,
any Permitted Acquisitions and Asset Sales (other than any dispositions in the
ordinary course of business) as if such incurrence, assumption, repayment or
extinguishing had been effected on the first day of such period.


“Consolidated Net Income”
shall mean, for any period, the consolidated net income (or loss) of Borrower
and its Subsidiaries determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded
from such net income (to the extent otherwise included therein), without duplication:


(a)           the
net income (or loss) of any person (other than a Subsidiary of Borrower) in
which any person other than Borrower and its Subsidiaries has an ownership
interest, except to the extent that cash in an amount equal to any such income
has actually been received by Borrower or (subject to clause (b) below)
any of its Subsidiaries during such period;


(b)           the
net income of any Subsidiary of Borrower during such period to the extent that
the declaration or payment of dividends or similar distributions by such
Subsidiary of that income is not permitted by operation of the terms of its
Organizational Documents or any agreement, instrument or Requirement of Law
applicable to that Subsidiary during such period, except that Borrower’s equity
in net loss of any such Subsidiary for such period shall be included in determining
Consolidated Net Income;


(c)           any
gain (or loss), together with any related provisions for taxes on any such gain
(or the tax effect of any such loss), realized during such period by Borrower
or any of its Subsidiaries upon any Asset Sale (other than any dispositions in
the ordinary course of business) by Borrower or any of its Subsidiaries;


(e)           gains
and losses due solely to fluctuations in currency values and the related tax
effects determined in accordance with GAAP for such period;


(f)            earnings
resulting from any reappraisal, revaluation or write-up of assets;


(g)           unrealized
gains and losses with respect to Hedging Obligations for such period; and


(h)           any
extraordinary gain (or extraordinary loss), together with any related provision
for taxes on any such gain (or the tax effect of any such loss), recorded or
recognized by Borrower or any of its Subsidiaries during such period.


“Consolidated Tax Expense”
shall mean, for any period, the tax expense of Borrower and its Subsidiaries,
for such period, determined on a consolidated basis in accordance with GAAP.


 



 10















“Contested
Collateral Lien Conditions” shall mean, with respect to any
Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02,
the following conditions:


(a)           Borrower
shall cause any proceeding instituted contesting such Lien to stay the sale or
forfeiture of any portion of the Collateral on account of such Lien;


(b)           at
the option and at the request of the Administrative Agent, to the extent such
Lien is in an amount in excess of $100,000, the appropriate Loan Party shall
maintain cash reserves or maintain a bond in an amount sufficient to pay and
discharge such Lien and the Administrative Agent’s reasonable estimate of all
interest and penalties related thereto; and


(c)           such
Lien shall in all respects be subject and subordinate in priority to the Lien
and security interest created and evidenced by the Security Documents, except
if and to the extent that the Requirement of Law or the agreement creating,
permitting or authorizing such Lien provides that such Lien is or must be superior
to the Lien and security interest created and evidenced by the Security Documents.


“Contingent Obligation”
shall mean, as to any person, any obligation, agreement, understanding or arrangement
of such person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations (“primary obligations”)
of any other person (the “primary obligor”)
in any manner, whether directly or indirectly, including any obligation of such
person, whether or not contingent, (a) to purchase any such primary
obligation or any property constituting direct or indirect security therefor;
(b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency
of the primary obligor; (c) 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; (d) with respect to bankers’ acceptances, letters of credit
and similar credit arrangements, until a reimbursement obligation arises (which
reimbursement obligation shall constitute Indebtedness); or (e) otherwise
to assure or hold harmless the holder of such primary obligation against loss
in respect thereof; provided, however, that the term “Contingent Obligation” shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business or any product warranties. 
The amount of any Contingent Obligation shall be deemed to be an amount
equal to the stated or determinable amount of the primary obligation in respect
of which such Contingent Obligation is made (or, if less, the maximum amount of
such primary obligation for which such person may be liable, whether singly or
jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation)
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such person in good faith.


“Control” shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a person, whether through the
ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled”
shall have meanings correlative thereto.


“Control Agreement”
shall have the meaning assigned to such term in the Security Agreement.


“Credit Extension”
shall mean, as the context may require, (i) the making of a Loan by a Lender or
(ii) the issuance of any Letter of Credit, or the amendment, extension or
renewal of any existing Letter of Credit, by the Issuing Bank or the Synthetic
LC Issuing Bank, as applicable.



 11
 









“Debt Issuance”
shall mean the incurrence by Borrower or any of its Subsidiaries of any
Indebtedness after the Closing Date (other than as permitted by Section 6.01).


“Debt Service”
shall mean, for any period, Cash Interest Expense for such period plus
scheduled principal amortization of all Indebtedness for such period.


“Default” shall
mean any event, occurrence or condition which is, or upon notice, lapse of time
or both would constitute, an Event of Default.


“Default Rate”
shall have the meaning assigned to such term in Section 2.06(c).


“Disqualified Capital Stock”
shall mean any Equity Interest which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event, (a) matures (excluding any maturity as the
result of an optional redemption by the issuer thereof) or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
first anniversary of the Final Maturity Date, (b) is convertible into or
exchangeable (unless at the sole option of the issuer thereof) for
(i) debt securities or (ii) any Equity Interests referred to in (a)
above, in each case at any time on or prior to the first anniversary of the
Final Maturity Date, or (c) contains any repurchase obligation which may
come into effect prior to payment in full of all Obligations; provided, however, that
any Equity Interests that would not constitute Disqualified Capital Stock but
for provisions thereof giving holders thereof (or the holders of any security
into or for which such Equity Interests is convertible, exchangeable or exercisable)
the right to require the issuer thereof to redeem such Equity Interests upon
the occurrence of a change in control or an asset sale occurring prior to the
first anniversary of the Final Maturity Date shall not constitute Disqualified
Capital Stock if such Equity Interests provide that the issuer thereof will not
redeem any such Equity Interests pursuant to such provisions prior to the
repayment in full of the Obligations.


“Dividend” with
respect to any person shall mean that such person has declared or paid a
dividend or returned any equity capital to the holders of its Equity Interests
or authorized or made any other distribution, payment or delivery of property
(other than Qualified Capital Stock of such person) or cash to the holders of
its Equity Interests as such, or redeemed, retired, purchased or otherwise
acquired, directly or indirectly, for consideration any of its Equity Interests
outstanding (or any options or warrants issued by such person with respect to
its Equity Interests), or set aside any funds for any of the foregoing
purposes, or shall have permitted any of its Subsidiaries to purchase or
otherwise acquire for consideration any of the Equity Interests of such person
outstanding (or any options or warrants issued by such person with respect to
its Equity Interests).  Without limiting
the foregoing, “Dividends” with respect to any person shall also include all
payments made or required to be made by such person with respect to any stock appreciation
rights, plans, equity incentive or achievement plans or any similar plans or
setting aside of any funds for the foregoing purposes.


“Dollar Equivalent”
shall mean, as to any amount denominated in an Alternate Currency as of any
date of determination, the amount of dollars that would be required to purchase
the amount of such Alternate Currency based upon the spot selling rate at which
the Administrative Agent offers to sell such Alternate Currency for dollars in
the London foreign exchange market at approximately 11:00 a.m. London time on
such date for delivery two (2) Business Days later.


“dollars” or “$” shall mean lawful money of the United States.



 12
 









“Eligible Assignee”
shall mean (a) if the assignment does not include assignment of a
Revolving Commitment, (i) any Lender, (ii) an Affiliate of any Lender,
(iii) an Approved Fund and (iv) any other person approved by the
Administrative Agent and Borrower (each such approval not to be unreasonably
withheld or delayed) and (b) if the assignment includes assignment of a
Revolving Commitment, (i) any Revolving Lender and (ii) any other
person approved by the Administrative Agent, the Issuing Bank, the Swingline
Lender and Borrower (each such approval not to be unreasonably withheld or
delayed); provided that (x) no approval of
Borrower shall be required during the continuance of an Event of Default or
prior to the earlier of (I) 90 days after the Closing Date and
(II) the completion of the primary syndication of the Commitments and
Loans (as determined by the Arranger) and (y) ”Eligible Assignee” shall
not include (I) Borrower or any of its Affiliates or Subsidiaries or
(II) any natural person.


“Embargoed Person”
shall have the meaning assigned to such term in Section 6.20.


“Environment”
shall mean ambient air, indoor air, surface water and groundwater (including
potable water, navigable water and wetlands), the land surface or subsurface
strata, natural resources, the workplace or as otherwise defined in any
Environmental Law.


“Environmental Claim”
shall mean any claim, notice, demand, order, action, suit, proceeding or other
communication alleging liability for or obligation with respect to any investigation,
remediation, removal, cleanup, response, corrective action, damages to natural
resources, personal injury, property damage, fines, penalties or other costs
resulting from, related to or arising out of (i) the presence, Release or
threatened Release in or into the Environment of Hazardous Material at any
location or (ii) any violation or alleged violation of any Environmental
Law, and shall include any claim seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting
from, related to or arising out of the presence, Release or threatened Release
of Hazardous Material or alleged injury or threat of injury to health, safety
or the Environment.


“Environmental Law”
shall mean any and all present and future treaties, laws, statutes, ordinances,
regulations, rules, decrees, orders, judgments, consent orders, consent
decrees, code or other binding requirements, and the common law, relating to
protection of public health or the Environment, the Release or threatened
Release of Hazardous Material, natural resources or natural resource damages,
or occupational safety or health, and any and all Environmental Permits.


“Environmental Permit”
shall mean any permit, license, approval, registration, notification, exemption,
consent or other authorization required by or from a Governmental Authority
under Environmental Law.


“Equipment”
shall have the meaning assigned to such term in the Security Agreement.


“Equity Financing”
shall mean the issuance to the Oxford Stockholders by Borrower on the Closing
Date of the shares of common stock of Borrower required to be issued to the
Oxford Stockholders pursuant to the Acquisition Agreement.


“Equity Interest”
shall mean, with respect to any person, any and all shares, interests, participations
or other equivalents, including membership interests (however designated,
whether voting or nonvoting), of equity of such person, including, if such
person is a partnership, partnership interests (whether general or limited) and
any other interest or participation that confers on a person the right to
receive a share of the profits and losses of, or distributions of property of,
such partnership, whether



 13
 









outstanding on the date hereof or issued after the
Closing Date, but excluding debt securities convertible or exchangeable into
such equity.


“ERISA” shall
mean the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time.


“ERISA Affiliate”
shall mean, with respect to any person, any trade or business (whether or not
incorporated) that, together with such person, is treated as a single employer
under Section 414 of the Code.


“ERISA Event”
shall mean (a) any “reportable event,” as defined in Section 4043 of
ERISA or the regulations issued thereunder, with respect to a Plan (other than
an event for which the 30-day notice period is waived by regulation);
(b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the failure to make by its due date a
required installment under Section 412(m) of the Code with respect to any
Plan or the failure to make any required contribution to a Multiemployer Plan;
(d) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (e) the incurrence by any
Company or any of its ERISA Affiliates of any liability under Title IV of ERISA
with respect to the termination of any Plan; (f) the receipt by any
Company or, to the knowledge of any Company, any of its ERISA Affiliates from
the PBGC or a plan administrator of any notice relating to the intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, or
the occurrence of any event or condition which could reasonably be expected to
constitute grounds under ERISA for the termination of, or the appointment of a
trustee to administer, any Plan; (g) the incurrence by any Company or any
of its ERISA Affiliates of any liability with respect to the withdrawal from
any Plan or Multiemployer Plan; (h) the receipt by any Company or, to the
knowledge of any Company, its ERISA Affiliates of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA; (i) the “substantial cessation of operations” within
the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the
making of any amendment to any Plan which could result in the imposition of a
lien or the posting of a bond or other security; and (k) the occurrence of
a nonexempt prohibited transaction (within the meaning of Section 4975 of
the Code or Section 406 of ERISA) which could reasonably be expected to
result in liability to any Company.


“euro” or “ €” shall mean the single currency of the Participating
Member States.


“Eurodollar Borrowing”
shall mean a Borrowing comprised of Eurodollar Loans.


“Eurodollar Loan”
shall mean any Eurodollar Revolving Loan or Eurodollar Term Loan.


“Eurodollar Revolving Borrowing”
shall mean a Borrowing comprised of Eurodollar Revolving Loans.


“Eurodollar Revolving Loan”
shall mean any Revolving Loan bearing interest at a rate determined by
reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.


“Eurodollar Term Loan”
shall mean any Term Loan bearing interest at a rate determined by reference to
the Adjusted LIBOR Rate in accordance with the provisions of Article II.


“Event of Default”
shall have the meaning assigned to such term in Section 8.01.



 14
 









“Excess Amount”
shall have the meaning assigned to such term in Section 2.10(h).


“Excess Cash
Flow” shall mean, for any Excess Cash Flow Period, Consolidated
EBITDA for such Excess Cash Flow Period, minus, without
duplication:


(a)           Debt
Service for such Excess Cash Flow Period;


(b)           costs
and expenses directly incurred in connection with the Transactions (not to
exceed $10.0 million);


(c)           Capital
Expenditures that are paid in cash during such Excess Cash Flow Period
(excluding Capital Expenditures made in such Excess Cash Flow Period where a
certificate in the form contemplated by the following clause (d) was
previously delivered);


(d)           Capital
Expenditures that Borrower or any of its Subsidiaries shall, during such Excess
Cash Flow Period, become obligated to make but that are not made during such
Excess Cash Flow Period; provided that
Borrower shall deliver a certificate to the Administrative Agent not later than
90 days after the end of such Excess Cash Flow Period, signed by a
Responsible Officer of Borrower and certifying that such Capital Expenditures
will be made in the following Excess Cash Flow Period;


(e)           the
aggregate amount of expenditures made in cash during such period pursuant to Section 6.04(e)
or Section 6.07(f);


(f)            taxes
of Borrower and its Subsidiaries that were paid in cash during such Excess Cash
Flow Period or will be paid within six months after the end of such Excess Cash
Flow Period and for which reserves have been established;


(g)           the
absolute value of the difference, if negative, of the amount of Net Working
Capital at the end of the prior Excess Cash Flow Period over the amount of Net
Working Capital at the end of such Excess Cash Flow Period;


(h)           losses
excluded from the calculation of Consolidated Net Income by operation of
clause (c) or (h) of the definition thereof that are paid in cash during
such Excess Cash Flow Period; and


(i)            nonrecurring
reasonable costs and expenses incurred in connection with any proposed
acquisition that is not closed or closed Permitted Acquisition;


provided that any amount deducted
pursuant of any of the foregoing clauses that will be paid after the close of
such Excess Cash Flow Period shall not be deducted again in a subsequent Excess
Cash Flow Period; plus, without duplication:


(i)            the
difference, if positive, of the amount of Net Working Capital at the end of the
prior Excess Cash Flow Period over the amount of Net Working Capital at the end
of such Excess Cash Flow Period;


(ii)           all
proceeds received during such Excess Cash Flow Period of any Indebtedness to
the extent used to finance any Capital Expenditure (other than Indebtedness
under this



 15
 









Agreement to the extent
there is no corresponding deduction to Excess Cash Flow above in respect of the
use of such borrowings);


(iii)         to the extent any permitted Capital
Expenditures referred to in clause (d) above do not occur in the Excess Cash
Flow Period specified in the certificate of Borrower provided pursuant to
clause (d) above, such amounts of Capital Expenditures that were not so made in
the Excess Cash Flow Period specified in such certificates;


(iv)         any return on or in respect of
investments received in cash during such period, which investments were made
pursuant to Section 6.04(e) or Section 6.07(f); and


(v)           income
or gain excluded from the calculation of Consolidated Net Income by operation
of clause (c) or (h) of the definition thereof that is realized in cash
during such Excess Cash Flow Period (except to the extent such gain is subject
to Section 2.10(c) or (d)).


“Excess Cash Flow Period”
shall mean each fiscal year of Borrower, commencing with the fiscal year ending
December 31, 2007.


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


“Excluded Taxes”
shall mean, with respect to the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made by or on account of any
obligation of Borrower hereunder, (a) taxes imposed on or measured by its
overall net income (however denominated), franchise taxes imposed on it (in
lieu of net income taxes) and branch profits taxes imposed on it, by a
jurisdiction (or any political subdivision thereof) as a result of the
recipient being organized or having its principal office or, in the case of any
Lender, its applicable lending office in such jurisdiction and (b) in the case
of a Foreign Lender, any U.S. federal withholding tax that (i) is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party hereto (or designates a new lending office), except (x) to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from Borrower with respect to such withholding tax pursuant to Section
2.15(a) or (y) if such Foreign Lender is an assignee pursuant to a request
by Borrower under Section 2.16; provided
that this subclause (b)(i) shall not apply to any Tax imposed on a
Lender in connection with an interest or participation in any Loan or other obligation
that such Lender was required to acquire pursuant to Section 2.14(d), or
(ii) is attributable to such Foreign Lender’s failure to comply with Section
2.15(e).


“Executive Order” shall have the meaning assigned to such
term in Section 3.22.


“Existing Letters of Credit”
means the letters of credit outstanding on the Closing Date and set forth on Schedule
1.01(c).


“Existing Lien”
shall have the meaning assigned to such term in Section 6.02(c).


“Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
of the United States 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 that is a Business Day, the average
of the quotations for the day for such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.



 16
 









“Fees” shall
mean the Commitment Fees, the Administrative Agent Fees, the LC Participation
Fees and the Fronting Fees.


“Final Maturity Date”
shall mean the latest of the Revolving Maturity Date, the Term Loan Maturity
Date and any Incremental Term Loan Maturity Date applicable to existing
Incremental Term Loans, as of any date of determination.


“Financial Officer”
of any person shall mean the chief financial officer, principal accounting officer,
treasurer or controller of such person.


“FIRREA” shall
mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
as amended.


“Foreign Lender”
shall mean any Lender that is not, for United States federal income tax
purposes, (i) an individual who is a citizen or resident of the United
States, (ii) a corporation, partnership or other entity treated as a
corporation or partnership created or organized in or under the laws of the
United States, or any political subdivision thereof, (iii) an estate whose
income is subject to U.S. federal income taxation regardless of its source or
(iv) a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust and one or more
United States persons have the authority to control all substantial decisions
of such trust.


“Foreign Subsidiary”
shall mean a Subsidiary that is organized under the laws of a jurisdiction
other than the United States or any state thereof or the District of Columbia.


“Fronting Fee”
shall have the meaning assigned to such term in Section 2.05(c).


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


“GAAP” shall
mean generally accepted accounting principles in the United States applied on a
consistent basis.


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


“Governmental Real Property
Disclosure Requirements” shall mean any Requirement of Law of any
Governmental Authority requiring notification of the buyer, lessee, mortgagee,
assignee or other transferee of any Real Property, facility, establishment or
business, or notification, registration or filing to or with any Governmental
Authority, in connection with the sale, lease, mortgage, assignment or other
transfer (including any transfer of control) of any Real Property, facility,
establishment or business, of the actual or threatened presence or Release in
or into the Environment, or the use, disposal or handling of Hazardous Material
on, at, under or near the Real Property, facility, establishment or business to
be sold, leased, mortgaged, assigned or transferred.


“Guaranteed Obligations”
shall have the meaning assigned to such term in Section 7.01.



 17
 









“Guarantees”
shall mean the guarantees issued pursuant to Article VII by the Subsidiary
Guarantors.


“Guarantors”
shall mean the Subsidiary Guarantors.


“Hazardous Materials”
shall mean the following:  hazardous
substances; hazardous wastes; polychlorinated biphenyls (“PCBs”)
or any substance or compound containing PCBs; asbestos or any
asbestos-containing materials in any form or condition; radon or any other
radioactive materials including any source, special nuclear or by-product
material; petroleum, crude oil or any fraction thereof; and any other pollutant
or contaminant or chemicals, wastes, materials, compounds, constituents or substances,
subject to regulation or which can give rise to liability under any Environmental
Laws.


“Hedging Agreement”
shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements
dealing with interest rates, currency exchange rates or commodity prices,
either generally or under specific contingencies.


“Hedging Obligations”
shall mean obligations under or with respect to Hedging Agreements.


“Increase Effective Date”
shall have the meaning assigned to such term in Section 2.20(a).


“Increase Joinder”
shall have the meaning assigned to such term in Section 2.20(c).


“Incremental Term Loan”
shall have the meaning assigned to such term in Section 2.20(c)(i).


“Incremental Term Loan
Commitment” shall have the meaning assigned to such term in Section
2.20(a).


“Incremental Term Loan
Maturity Date” shall have the meaning assigned to such term in Section
2.20(c)(iii).


“Indebtedness”
of any person shall mean, without duplication, (a) all obligations of such
person for borrowed money or advances; (b) all obligations of such person
evidenced by bonds, debentures, notes or similar instruments; (c) all
obligations of such person upon which interest charges are customarily paid or
accrued; (d) all obligations of such person under conditional sale or other
title retention agreements relating to property purchased by such person;
(e) all obligations of such person issued or assumed as the deferred
purchase price of property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business on normal trade terms
and not overdue by more than 90 days or being contested in good faith);
(f) all Indebtedness of others secured by any Lien on property owned or
acquired by such person, whether or not the obligations secured thereby have
been assumed, but limited to the fair market value of such property;
(g) all Capital Lease Obligations, Purchase Money Obligations and
synthetic lease obligations of such person; (h) all Hedging Obligations to
the extent required to be reflected on a balance sheet of such person;
(i) all obligations of such person for the reimbursement of any obligor in
respect of letters of credit, letters of guaranty, bankers’ acceptances and
similar credit transactions; and (j) all Contingent Obligations of such
person in respect of Indebtedness or obligations of others of the kinds
referred to in clauses (a) through (i) above.  The Indebtedness of any person shall include
the Indebtedness of any other entity (including any partnership in which such
person is a general partner) to the extent such person is liable therefor as a
result of such person’s ownership 



 18
 









interest in or other relationship with such entity,
except to the extent that terms of such Indebtedness expressly provide that
such person is not liable therefor.


“Indemnified Taxes”
shall mean all Taxes other than Excluded Taxes.


“Indemnitee”
shall have the meaning assigned to such term in Section 10.03(b).


“Information”
shall have the meaning assigned to such term in Section 10.12.


“Insurance Policies”
shall mean the insurance policies and coverages required to be maintained by
each Loan Party which is an owner of Mortgaged Property with respect to the
applicable Mortgaged Property pursuant to Section 5.04 and all
renewals and extensions thereof.


“Insurance Requirements”
shall mean, collectively, all provisions of the Insurance Policies, all requirements
of the issuer of any of the Insurance Policies and all orders, rules,
regulations and any other requirements of the National Board of Fire Underwriters
(or any other body exercising similar functions) binding upon each Loan Party
which is an owner of Mortgaged Property and applicable to the Mortgaged
Property or any use or condition thereof.


“Intellectual Property”
shall have the meaning assigned to such term in Section 3.06(a).


“Intercompany Note”
shall mean a promissory note substantially in the form of Exhibit G.


“Interest Election Request”
shall mean a request by Borrower to convert or continue a Revolving Borrowing
or Term Borrowing in accordance with Section 2.08(b), substantially
in the form of Exhibit E.


“Interest Payment Date”
shall mean (a) with respect to any ABR Loan (including Swingline Loans),
the last Business Day of each March, June, September and December to occur
during any period in which such Loan is outstanding, (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan
with an Interest Period of more than three months’ duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period, (c) with respect to
any Revolving Loan or Swingline Loan, the Revolving Maturity Date or such
earlier date on which the Revolving Commitments are terminated and
(d) with respect to any Term Loan, the Term Loan Maturity Date or an Incremental
Term Loan Maturity Date, as the case may be.


“Interest Period”
shall mean, with respect to any Eurodollar Borrowing, the period commencing on
the date of such Borrowing and ending on the numerically corresponding day in
the calendar month that is one, two, three or six months (or, if each affected
Lender so agrees, nine months) thereafter, as Borrower may elect; provided that (a) if any Interest Period would end on a
day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end
on the next preceding Business Day, and (b) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period.  For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.



 19
 









“Investments”
shall have the meaning assigned to such term in Section 6.04.


“Issuing Bank”
shall mean, as the context may require, (a) UBS AG, Stamford Branch, in
its capacity as issuer of Letters of Credit issued by it; (b) any other
Lender that may become an Issuing Bank pursuant to Sections 2.18(j)
and (k) in its capacity as issuer of Letters of Credit issued by such
Lender; or (c) collectively, all of the foregoing.


“Joinder Agreement”
shall mean a joinder agreement substantially in the form of Exhibit F.


“Judgment Currency”
shall have the meaning assigned to such term in Section 10.18(a).


“Judgment Currency
Conversion Date” shall have the meaning assigned to such term in Section 10.18(a).


“Landlord Access Agreement”
shall mean a Landlord Access Agreement, which shall be in a form as may
reasonably be acceptable to the Administrative Agent.


“LC Participation Fee”
shall have the meaning assigned to such term in Section 2.05(c).


“LC Request” shall
mean a request by Borrower in accordance with the terms of Section 2.18(b)
and substantially in the form of Exhibit H, or such other form as
shall be approved by the Administrative Agent.


“Leases” shall
mean any and all leases, subleases, tenancies, options, concession agreements,
rental agreements, occupancy agreements, franchise agreements, access
agreements and any other agreements (including all amendments, extensions,
replacements, renewals, modifications and/or guarantees thereof), whether or
not of record and whether now in existence or hereafter entered into, affecting
the use or occupancy of all or any portion of any Real Property.


“Lender Addendum”
shall mean with respect to any Lender on the Closing Date, a lender addendum in
the form of Exhibit I, to be executed and delivered by such Lender
on the Closing Date as provided in Section 10.15.


“Lenders” shall
mean (a) the financial institutions that have become a party hereto pursuant
to a Lender Addendum and (b) any financial institution that has become a
party hereto pursuant to an Assignment and Assumption, other than, in each
case, any such financial institution that has ceased to be a party hereto
pursuant to an Assignment and Assumption. 
Unless the context clearly indicates otherwise, the term “Lenders” shall
include the Swingline Lender.


“Letter of Credit”
shall mean any (i) Revolving Letter of Credit, (ii) Commercial Letter
of Credit and (iii) Synthetic Letter of Credit, in each case, issued or to
be issued by an Issuing Bank or the Synthetic LC Issuing Bank, as applicable,
for the account of Borrower pursuant to Section 2.18.


“Letter of
Credit Expiration Date” shall mean the date (a) which is five
Business Days prior to the Revolving Maturity Date, with respect to a Revolving
Letter of Credit or (b) the Synthetic LC Maturity Date, with respect to the
Synthetic Letters of Credit.


“LIBOR Rate”
shall mean, with respect to any Eurodollar Borrowing for any Interest Period,
the rate per annum determined by the Administrative Agent to be the arithmetic
mean (see “Adjusted



 20
 









LIBOR Rate”) of the offered rates for deposits in
dollars with a term comparable to such Interest Period that appears on the
Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below)
at approximately 11:00 a.m., London, England time, on the second full
Business Day preceding the first day of such Interest Period; provided, however, that
(i) if no comparable term for an Interest Period is available, the LIBOR
Rate shall be determined using the weighted average of the offered rates for
the two terms most nearly corresponding to such Interest Period and
(ii) if there shall at any time no longer exist a Telerate British Bankers
Assoc. Interest Settlement Rates Page, “LIBOR Rate” shall mean, with respect to
each day during each Interest Period pertaining to Eurodollar Borrowings
comprising part of the same Borrowing, the rate per annum equal to the rate at
which the Administrative Agent is offered deposits in dollars at approximately
11:00 a.m., London, England time, two Business Days prior to the first day
of such Interest Period in the London interbank market for delivery on the
first day of such Interest Period for the number of days comprised therein and
in an amount comparable to its portion of the amount of such Eurodollar
Borrowing to be outstanding during such Interest Period.  “Telerate British Bankers
Assoc. Interest Settlement Rates Page” shall mean the display
designated as Page 3750 on the Telerate System Incorporated Service (or
such other page as may replace such page on such service for the purpose of
displaying the rates at which dollar deposits are offered by leading banks in
the London interbank deposit market).


“Lien” shall
mean, with respect to any property, (a) any mortgage, deed of trust, lien,
pledge, encumbrance, claim, charge, assignment, hypothecation, security
interest or encumbrance of any kind or any arrangement to provide priority or
preference or any filing of any financing statement under the UCC or any other
similar notice of lien under any similar notice or recording statute of any
Governmental Authority, including any easement, right-of-way or other
encumbrance on title to Real Property, in each of the foregoing cases whether
voluntary or imposed by law, and any agreement to give any of the foregoing;
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such property; and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.


“Loan Documents”
shall mean this Agreement, the Letters of Credit, the Notes (if any) and the
Security Documents.


“Loan Parties”
shall mean Borrower and the Subsidiary Guarantors.


“Loans” shall
mean, as the context may require, a Revolving Loan, a Term Loan or a Swingline
Loan (and shall include any Replacement Term Loans and any Loans contemplated
by Section 2.20).


“Margin Stock”
shall have the meaning assigned to such term in Regulation U.


“Material Adverse Effect”
shall mean (a) a material adverse effect on the business, property,
results of operations or condition, financial or otherwise, of Borrower and its
Subsidiaries, taken as a whole; (b) material impairment of the ability of
the Loan Parties to fully and timely perform any of their obligations under the
Loan Documents; (c) material impairment of the rights of or benefits or
remedies available to the Lenders or the Collateral Agent under the Loan
Documents; or (d) a material adverse effect on the Collateral or the Liens
in favor of the Collateral Agent (for its benefit and for the benefit of the
other Secured Parties) on the Collateral or the priority of such Liens.



 21















“Material Indebtedness”
shall mean any Indebtedness (other than the Loans and Letters of Credit)
or Hedging Obligations of Borrower or any of its Subsidiaries in an aggregate
outstanding principal amount exceeding $5.0 million.  For purposes of determining Material
Indebtedness, the “principal amount” in respect of any Hedging Obligations of
any Loan Party at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that such Loan Party would be required to pay if the
related Hedging Agreement were terminated at such time.


“Maximum Rate”
shall have the meaning assigned to such term in Section 10.14.


“Mortgage” shall
mean an agreement, including, but not limited to, a mortgage, deed of trust or
any other document, creating and evidencing a Lien on a Mortgaged Property,
which shall be in a form reasonably satisfactory to the Collateral Agent, with
such schedules and including such provisions as shall be necessary to conform
such document to applicable local or foreign law or as shall be customary under
applicable local or foreign law.


“Mortgaged Property”
shall mean each Real Property, if any, which shall be subject to a Mortgage
delivered after the Closing Date pursuant to Section 5.11(c).


“Multiemployer Plan”
shall mean a multiemployer plan within the meaning of Section 4001(a)(3)
or Section 3(37) of ERISA (a) to which any Company or any ERISA
Affiliate is then making or accruing an obligation to make contributions;
(b) to which any Company or any ERISA Affiliate has within the preceding
five plan years made contributions; or (c) with respect to which any Company
could incur liability.


“Net Cash Proceeds”
shall mean:


(a)           with
respect to any Asset Sale (other than any issuance or sale of Equity Interests),
the cash proceeds received by Borrower or any of its Subsidiaries (including
cash proceeds subsequently received (as and when received by Borrower or any of
its Subsidiaries) in respect of non-cash consideration initially received) net
of (i) selling expenses (including reasonable brokers’ fees or
commissions, legal, accounting and other professional and transactional fees,
transfer and similar taxes and Borrower’s good faith estimate of income taxes
paid or payable in connection with such sale); (ii) amounts provided as a
reserve, in accordance with GAAP or as otherwise required pursuant to the
documentation with respect to such Asset Sale, against (x) any liabilities
under any indemnification obligations associated with such Asset Sale or
(y) any other liabilities retained by Borrower or any of its Subsidiaries
associated with the properties sold in such Asset Sale (provided
that, to the extent and at the time any such amounts are released from such
reserve, such amounts shall constitute Net Cash Proceeds); (iii) Borrower’s
good faith estimate of payments required to be made with respect to unassumed
liabilities relating to the properties sold (or the property of any Subsidiary
sold) within 90 days of such Asset Sale (provided
that, to the extent such cash proceeds are not used to make payments in respect
of such unassumed liabilities within 90 days of such Asset Sale, such cash
proceeds shall constitute Net Cash Proceeds); and (iv) the principal
amount, premium or penalty, if any, interest and other amounts on any Indebtedness
for borrowed money which is secured by a Lien on the properties sold in such
Asset Sale (so long as such Lien was permitted to encumber such properties
under the Loan Documents at the time of such sale) and which is repaid with
such proceeds (other than any such Indebtedness assumed by the purchaser of
such properties);



 22
 









(b)           with
respect to any Debt Issuance or any issuance or sale of Equity Interests by
Borrower or any of its Subsidiaries, the cash proceeds thereof, net of
customary fees, commissions, costs and other expenses incurred in connection
therewith; and


(c)           with
respect to any Casualty Event, the cash insurance proceeds, condemnation awards
and other compensation received in respect thereof, net of all reasonable costs
and expenses incurred in connection with the collection of such proceeds,
awards or other compensation in respect of such Casualty Event (including
Borrower’s good faith estimate of income taxes paid or payable in connection
with such Casualty Event).


“Net Working Capital”
shall mean, at any time, Consolidated Current Assets at such time minus Consolidated
Current Liabilities at such time.


“Notes” shall
mean any notes evidencing the Term Loans, Revolving Loans or Swingline Loans
issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1,
K-2 or K-3.


“Obligation Currency”
shall have the meaning assigned to such term in Section 10.18(a).


“Obligations”
shall mean (a) obligations of Borrower and the other Loan Parties from
time to time arising under or in respect of the due and punctual payment of
(i) the principal of and premium, if any, and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding)
on the Loans, when and as due, whether at maturity, by acceleration, upon one
or more dates set for prepayment or otherwise, (ii) each payment required
to be made by Borrower and the other Loan Parties under this Agreement in
respect of any Letter of Credit, when and as due, including payments in respect
of Reimbursement Obligations, interest thereon and obligations to provide cash
collateral and (iii) all other monetary obligations, including fees,
costs, expenses and indemnities, whether primary, secondary, direct,
contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), of
Borrower and the other Loan Parties under this Agreement and the other Loan
Documents, and (b) the due and punctual performance of all covenants,
agreements, obligations and liabilities of Borrower and the other Loan Parties
under or pursuant to this Agreement and the other Loan Documents.


“OFAC” shall
have the meaning assigned to such term in Section 3.22.


“Officers’ Certificate”
shall mean a certificate executed by the chairman of the Board of Directors (if
an officer), the chief executive officer or the president and one of the
Financial Officers, each in his or her official (and not individual) capacity.


“Organizational Documents”
shall mean, with respect to any person, (i) in the case of any corporation,
the certificate of incorporation and by-laws (or similar documents) of such
person, (ii) in the case of any limited liability company, the certificate
of formation and operating agreement (or similar documents) of such person,
(iii) in the case of any limited partnership, the certificate of formation
and limited partnership agreement (or similar documents) of such person,
(iv) in the case of any general partnership, the partnership agreement (or
similar document) of such person and (v) in any other case, the functional
equivalent of the foregoing.



 23
 









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


“Oxford” shall
have the meaning assigned to such term in the first recital hereto.


“Oxford Stockholders”
shall mean the stockholders of Oxford prior to the Closing Date.


“Participant”
shall have the meaning assigned to such term in Section 10.04(d).


“Participating Member
States” shall mean the member states of the European Communities
that adopt or have adopted the euro as their lawful currency in accordance with
the legislation of the European Union relating to European Monetary Union.


“PBGC” shall
mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


“Perfection Certificate”
shall mean a certificate in the form of Exhibit L-1 or any other
form reasonably approved by the Collateral Agent, as the same shall be
supplemented from time to time by a Perfection Certificate Supplement or
otherwise.


“Perfection Certificate
Supplement” shall mean a certificate supplement in the form of Exhibit L-2
or any other form reasonably approved by the Collateral Agent.


“Permitted Acquisition”
shall mean any transaction or series of related transactions for the direct or
indirect (a) acquisition of all or substantially all of the property of
any person, or of any business or division of any person; (b) acquisition
of in excess of 50% of the Equity Interests of any person who is or becomes a
Loan Party or a Subsidiary of a Loan Party after giving effect thereto; or
(c) merger or consolidation or any other combination with any person, if
each of the following conditions is met:


(i)            no Default then exists or would
result therefrom;


(ii)            after
giving effect to such transaction on a Pro Forma Basis, (A) Borrower shall
be in compliance with all covenants set forth in Sections 6.10 (a) and (b)
as of the most recent Test Period (assuming (x) for purposes of Section 6.10,
that such transaction, and all other Permitted Acquisitions consummated since
the first day of the relevant Test Period for each of the financial covenants
set forth in Section 6.10 ending on or prior to the date of such
transaction, had occurred on the first day of such relevant Test Period and (y)
if such transaction is to be consummated prior to the last day of the first
Test Period for which the covenants in Sections 6.10 (a), (b), and (c) are
required to be satisfied, the levels required for such first Test Period shall
be deemed to apply in determining compliance with such covenants for purposes
of this clause (A)), and (B) unless expressly approved by the
Administrative Agent, the person or business to be acquired shall have
generated positive cash flow for the Test Period most recently ended prior to
the date of consummation of such acquisition;


(iii)           no
Company shall, in connection with any such transaction, assume or remain liable
with respect to any Indebtedness or other liability (including any material tax
or ERISA liability) of the related seller or the business, person or properties
acquired, except (A) to the extent permitted under Section 6.01
and (B) obligations not constituting Indebtedness incurred in the 



 24
 









ordinary course of
business and necessary or desirable to the continued operation of the
underlying properties, and any other such liabilities or obligations not
permitted to be assumed or otherwise supported by any Company hereunder shall
be paid in full or released as to the business, persons or properties being so
acquired on or before the consummation of such acquisition;


(iv)          the person or business to be acquired
shall be, or shall be engaged in, a business of the type that Borrower and the
Subsidiaries are permitted to be engaged in under Section 6.15 and, to the
extent required pursuant to this Agreement, the property acquired in connection
with any such transaction shall be made subject to the Lien of the Security
Documents and shall be free and clear of any Liens, other than Permitted Liens;


(v)           the
Board of Directors of the person to be acquired shall not have indicated publicly
its opposition to the consummation of such acquisition (which opposition has
not been publicly withdrawn);


(vi)          all transactions in connection
therewith shall be consummated in accordance in all material respects with all
applicable Requirements of Law;


(vii)         with respect to any transaction
involving Acquisition Consideration of more than $10.0 million, unless the
Administrative Agent shall otherwise agree, Borrower shall have provided the
Administrative Agent and the Lenders with (A) historical financial
statements for the last three fiscal years (or, if less, the number of years
since formation) of the person or business to be acquired (audited if
available) and unaudited financial statements thereof for the most recent
quarter which are available, (B) reasonably detailed projections for the
succeeding five years pertaining to the person or business to be acquired and
updated projections for Borrower after giving effect to such transaction,
(C) a reasonably detailed description of all material information relating
thereto and copies of all material documentation pertaining to such
transaction, and (D) all such other information and data relating to such
transaction or the person or business to be acquired as may be reasonably
requested by the Administrative Agent or the Required Lenders;


(viii)        at least 10 Business Days prior to the
proposed date of consummation of the transaction, Borrower shall have delivered
to the Agents and the Lenders an Officers’ Certificate certifying that
(A) such transaction complies with this definition (which, for
transactions for a consideration in excess of $2.0 million, shall have attached
thereto reasonably detailed backup data and calculations showing such
compliance), and (B) such transaction could not reasonably be expected to
result in a Material Adverse Effect; and


(ix)           the
Acquisition Consideration for such acquisition (excluding any such Acquisition
Consideration paid in the form of common stock of Borrower) shall not exceed
$25.0 million, and the aggregate amount of the Acquisition Consideration
for all Permitted Acquisitions since the Closing Date (excluding any such
Acquisition Consideration paid in the form of common stock of Borrower) shall
not exceed $75.0 million; provided that any Equity Interests constituting
all or a portion of such Acquisition Consideration shall not have a cash
dividend requirement on or prior to the Final Maturity Date.


“Permitted Liens”
shall have the meaning assigned to such term in Section 6.02.


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



 25
 









“Plan” shall
mean any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA which is maintained or contributed to by any
Company or its ERISA Affiliate or with respect to which any Company could incur
liability (including under Section 4069 of ERISA).


“Platform” shall
have the meaning assigned to such term in Section 10.01(d).


“Preferred Stock”
shall mean, with respect to any person, any and all preferred or preference
Equity Interests (however designated) of such person whether now outstanding or
issued after the Closing Date.


“Preferred Stock Issuance”
shall mean the issuance or sale by Borrower or any of its Subsidiaries of any
Preferred Stock after the Closing Date (other than as permitted by Section 6.01).


“Premises” shall
have the meaning assigned thereto in the applicable Mortgage.


“Pro Forma Basis”
shall mean on a basis in accordance with GAAP and Regulation S-X and otherwise
reasonably satisfactory to the Administrative Agent.


“Pro Rata Percentage”
of any Revolving Lender at any time shall mean the percentage of the total
Revolving Commitments of all Revolving Lenders represented by such Lender’s
Revolving Commitment.


“property” shall
mean any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible
and including Equity Interests or other ownership interests of any person and
whether now in existence or owned or hereafter entered into or acquired, including
all Real Property.


“Purchase Money Obligation”
shall mean, for any person, the obligations of such person in respect of
Indebtedness (including Capital Lease Obligations) incurred for the purpose of
financing all or any part of the purchase price of any property (including
Equity Interests of any person) or the cost of installation, construction or
improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one
year after such acquisition, installation, construction or improvement of such
property by such person and (ii) the amount of such Indebtedness does not
exceed 100% of the cost of such acquisition, installation, construction or
improvement, as the case may be.


“Qualified Capital Stock”
of any person shall mean any Equity Interests of such person that are not Disqualified
Capital Stock.


“Real Property”
shall mean, collectively, all right, title and interest (including any
leasehold, mineral or other estate) in and to any and all parcels of or
interests in real property owned, leased or operated by any person, whether by
lease, license or other means, together with, in each case, all easements,
hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights
and other property and rights incidental to the ownership, lease or operation
thereof.


“Refinancing”
shall mean the repayment in full and the termination of any commitment to make
extensions of credit under all of the outstanding indebtedness listed on Schedule 1.01(a)
of Borrower or any of its Subsidiaries.



 26
 









“Register” shall
have the meaning assigned to such term in Section 10.04(c).


“Regulation D”
shall mean Regulation D of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.


“Regulation S-X”
shall mean Regulation S-X promulgated under the Securities Act.


“Regulation T”
shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.


“Regulation U”
shall mean Regulation U of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.


“Regulation X”
shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.


“Reimbursement Obligations”
shall mean Borrower’s obligations under Section 2.18(e) to reimburse
LC Disbursements.


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


“Release” shall
mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing, dispersing,
emanating or migrating of any Hazardous Material in, into, onto or through the
Environment.


“Relevant Currency
Equivalent” shall mean the Dollar Equivalent or each Alternate
Currency Equivalent, as applicable.


“Replacement Term Loan”
shall have the meaning assigned to such term in Section 10.02(e).


“Required Class Lenders”
shall mean (i) with respect to Term Loans, Lenders having more than 50% of all
Term Loans outstanding and (ii) with respect to Revolving Loans, Required Revolving
Lenders.


“Required Lenders”
shall mean Lenders having more than 50% of the sum of the principal amount of
all Loans outstanding, LC Exposure and unused Revolving and Term Loan Commitments.


“Required Revolving Lenders”
shall mean Lenders having more than 50% of all Revolving Commitments or, after
the Revolving Commitments have terminated, more than 50% of all Revolving Exposure.


“Requirements of Law”
shall mean, collectively, any and all requirements of any Governmental Authority
including any and all laws, judgments, orders, decrees, ordinances, rules,
regulations, statutes or case law.



 27
 









“Response” shall
mean (a) “response” as such term is defined in CERCLA, 42 U.S.C.
§ 9601(24), and (b) all other actions required by any Governmental
Authority or voluntarily undertaken to (i) clean up, remove, treat, abate
or in any other way address any Hazardous Material in the Environment;
(ii) prevent the Release or threat of Release, or minimize the further
Release, of any Hazardous Material; or (iii) perform studies and
investigations in connection with, or as a precondition to, or to determine the
necessity of the activities described in, clause (i) or (ii) above.


“Responsible Officer”
of any person shall mean any executive officer or Financial Officer of such
person and any other officer or similar official thereof with responsibility
for the administration of the obligations of such person in respect of this
Agreement.


“Revolving Availability
Period” shall mean the period from and including the Closing Date to
but excluding the earlier of (i) the Business Day preceding the Revolving
Maturity Date and (ii) the date of termination of the Revolving
Commitments.


“Revolving Borrowing”
shall mean a Borrowing comprised of Revolving Loans.


“Revolving Commitment”
shall mean, with respect to each Lender, the commitment, if any, of such Lender
to make Revolving Loans hereunder up to the amount set forth on Schedule I
to the Lender Addendum executed and delivered by such Lender or by an Increase
Joinder, or in the Assignment and Assumption pursuant to which such Lender
assumed its Revolving Commitment, as applicable, as the same may be
(a) reduced from time to time pursuant to Section 2.07 and
(b) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 10.04.  The aggregate amount of the Lenders’
Revolving Commitments on the Closing Date is $20.0 million.


“Revolving Exposure”
shall mean, with respect to any Lender at any time, the aggregate principal
amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s
Revolving LC Exposure, plus the
aggregate amount at such time of such Lender’s Swingline Exposure.


“Revolving LC Commitment”
shall mean the commitment of the Issuing Bank to issue Revolving Letters of
Credit pursuant to Section 2.18. 
The amount of the Revolving LC Commitment shall initially be $10.0
million, but in no event exceed the aggregate Revolving Commitments.


“Revolving LC Disbursement”
shall mean a payment or disbursement made by the Issuing Bank pursuant to a
drawing under a Revolving Letter of Credit.


“Revolving LC Exposure”
shall mean at any time the sum of (a) the aggregate undrawn amount of all
outstanding Revolving Letters of Credit at such time plus
(b) the aggregate principal amount of all Reimbursement Obligations with
respect to Revolving Letters of Credit outstanding at such time.  The Revolving LC Exposure of any Revolving
Lender at any time shall mean its Pro Rata Percentage of the aggregate
Revolving LC Exposure at such time.


“Revolving Lender”
shall mean a Lender with a Revolving Commitment.


“Revolving Letter of Credit”
means, at any time, a Standby Letter of Credit or Commercial Letter of Credit
issued by an Issuing Bank pursuant to Section 2.18.



 28
 









“Revolving Loan”
shall mean a Loan made by the Lenders to Borrower pursuant to Section 2.01(b).  Each Revolving Loan shall either be an ABR
Revolving Loan or a Eurodollar Revolving Loan.


“Revolving Maturity Date”
shall mean the date which is five years after the Closing Date or, if such date
is not a Business Day, the first Business Day thereafter.


“Sale and Leaseback
Transaction” has the meaning assigned to such term in Section 6.03.


“Sarbanes-Oxley Act”
shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all
rules and regulations promulgated thereunder.


“Secured Obligations”
shall mean (a) the Obligations, (b) the due and punctual payment and
performance of all obligations of Borrower and the other Loan Parties under
each Hedging Agreement entered into with any counterparty that is a Secured
Party and (c) the due and punctual payment and performance of all
obligations of Borrower and the other Loan Parties (including overdrafts and
related liabilities) under each Treasury Services Agreement entered into with
any counterparty that is a Secured Party.


“Secured Parties”
shall mean, collectively, the Administrative Agent, the Collateral Agent, the
Issuing Bank, the Synthetic LC Issuing Bank, each other Agent, the Lenders and
each counterparty to a Hedging Agreement or Treasury Services Agreement if at
the date of entering into such Hedging Agreement or Treasury Services Agreement
such person was a Lender or an Affiliate of a Lender and such person executes
and delivers to the Administrative Agent a letter agreement in form and
substance reasonably acceptable to the Administrative Agent pursuant to which
such person (i) appoints the Collateral Agent as its agent under the
applicable Loan Documents and (ii) agrees to be bound by the provisions of
Sections 10.03 and 10.09 as if it were a Lender.


“Securities Act”
shall mean the Securities Act of 1933.


“Securities Collateral”
shall have the meaning assigned to such term in the Security Agreement.


“Security Agreement”
shall mean a Security Agreement substantially in the form of Exhibit M
among the Loan Parties and Collateral Agent for the benefit of the Secured
Parties.


“Security Agreement
Collateral” shall mean all property pledged or granted as collateral
pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter
pursuant to Section 5.11.


“Security Documents”
shall mean the Security Agreement, the Mortgages and each other security document
or pledge agreement delivered in accordance with applicable local or foreign
law to grant a valid, perfected security interest in any property as collateral
for the Secured Obligations, and all UCC or other financing statements or
instruments of perfection required by this Agreement, the Security Agreement,
any Mortgage or any other such security document or pledge agreement to be
filed with respect to the security interests in property and fixtures created
pursuant to the Security Agreement or any Mortgage and any other document or
instrument utilized to pledge or grant or purport to pledge or grant a security
interest or lien on any property as collateral for the Secured Obligations.



 29
 









“Spot Selling Rate”
shall mean the spot selling rate at which the Administrative Agent offers to
sell such Alternate Currency for dollars in the London foreign exchange market
at approximately 11:00 a.m. London time on such date for delivery two (2) Business
Days later.


“Standby Letter of Credit”
shall mean any standby letter of credit or similar instrument issued for the
purpose of supporting (a) workers’ compensation liabilities of Borrower or
any of its Subsidiaries, (b) the obligations of third-party insurers of
Borrower or any of its Subsidiaries arising by virtue of the laws of any
jurisdiction requiring third-party insurers to obtain such letters of credit,
(c) performance, payment, deposit or surety obligations of Borrower or any of
its Subsidiaries if required by a Requirement of Law or in accordance with
custom and practice in the industry or (d) any other obligation of
Borrower or any of its Subsidiaries to persons other than Borrower or any of
its Subsidiaries or Affiliates.


“Statutory Reserves”
shall mean, for any Interest Period for any Eurodollar Borrowing, the average
maximum rate at which reserves (including any marginal, supplemental or
emergency reserves) are required to be maintained during such Interest Period
under Regulation D by member banks of the United States Federal Reserve System
in New York City with deposits exceeding one billion dollars against “Eurocurrency
liabilities” (as such term is used in Regulation D).  Eurodollar Borrowings shall be deemed to
constitute Eurodollar liabilities and to be subject to such reserve
requirements without benefit of or credit for proration, exceptions or offsets
which may be available from time to time to any Lender under Regulation D.


“Subsidiary”
shall mean, with respect to any person (the “parent”)
at any date, (i) any person the accounts of which would be consolidated
with those of the parent in the parent’s consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such
date, (ii) any other corporation, limited liability company, association
or other business entity of which securities or other ownership interests
representing more than 50% of the voting power of all Equity Interests entitled
(without regard to the occurrence of any contingency) to vote in the election
of the Board of Directors thereof are, as of such date, owned, controlled or
held by the parent and/or one or more Subsidiaries of the parent,
(iii) any partnership (a) the sole general partner or the managing
general partner of which is the parent and/or one or more Subsidiaries of the
parent or (b) the only general partners of which are the parent and/or one
or more Subsidiaries of the parent and (iv) any other person that is
otherwise Controlled by the parent and/or one or more Subsidiaries of the
parent.  Unless the context requires otherwise,
“Subsidiary” refers to a Subsidiary of Borrower.


“Subsidiary Guarantor”
shall mean each Subsidiary listed on Schedule 1.01(b), and each
other Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.11.


“Survey” shall
mean a survey of any Mortgaged Property (and all improvements thereon) which is
(a) (i) prepared by a surveyor or engineer licensed to perform surveys in
the jurisdiction where such Mortgaged Property is located, (ii) dated (or
redated) not earlier than twelve months prior to the date of delivery thereof
unless there shall have occurred within twelve months prior to such date of
delivery any exterior construction on the site of such Mortgaged Property or
any easement, right of way or other interest in the Mortgaged Property has been
granted or become effective through operation of law or otherwise with respect
to such Mortgaged Property which, in either case, can be depicted on a survey,
in which events, as applicable, such survey shall be dated (or redated) after
the completion of such construction or if such construction shall not have been
completed as of such date of delivery, not earlier than 20 days prior to
such date of delivery, or after the grant or effectiveness of any such
easement, right of way or other interest in the Mortgaged Property,
(iii) certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent, the Collateral Agent and the
Title 



 30
 









Company, (iv) complying in all respects with the
minimum detail requirements of the American Land Title Association as such
requirements are in effect on the date of preparation of such survey and
(v) sufficient for the Title Company to remove all standard survey
exceptions from the title insurance policy (or commitment) relating to such
Mortgaged Property and issue the endorsements of the type required by Section 4.01(o)(iii)
or (b) otherwise reasonably acceptable to the Collateral Agent.


“Swingline Commitment”
shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17,
as the same may be reduced from time to time pursuant to Section 2.07
or Section 2.17.  The amount
of the Swingline Commitment shall initially be $5.0 million, but shall in no
event exceed the Revolving Commitment.


“Swingline Exposure”
shall mean at any time the aggregate principal amount at such time of all outstanding
Swingline Loans.  The Swingline Exposure
of any Revolving Lender at any time shall equal its Pro Rata Percentage of the
aggregate Swingline Exposure at such time.


“Swingline Lender”
shall have the meaning assigned to such term in the preamble hereto and
includes each other person appointed as the successor pursuant to Article X.


“Swingline Loan”
shall mean any loan made by the Swingline Lender pursuant to Section 2.17.


 “Syndication Agent” shall have the meaning assigned to such
term in the preamble hereto.


“Synthetic LC Deposit
Account” shall mean the account established by the Administrative Agent
under its sole and exclusive control maintained at the office of UBS AG, Stamford
Branch, as of the Closing Date located at 677 Washington Blvd., Stamford, CT
06901, designated as the “Synthetic LC Deposit Account” that shall be used
solely to hold the cash collateral for the Synthetic Letters of Credit.


“Synthetic LC Disbursement”
shall mean any payment or disbursement made by the Synthetic LC Issuing Bank
pursuant to a Synthetic Letter of Credit.


“Synthetic LC Exposure”
shall mean, at any time, the sum of (a) the aggregate amount required to be
outstanding under the Synthetic Letters of Credit at such time pursuant to the
Acquisition Agreement plus (b) the aggregate amount of all Synthetic LC
Disbursements that have not yet been reimbursed pursuant to Section 2.18(e)
by or on behalf of Borrower at such time plus (c) the amount, if any, of
Synthetic LC Disbursements converted into Term Loans pursuant to Section
2.18(e).


“Synthetic LC Issuing Bank”
shall mean UBS AG, Stamford Branch and its successors (including pursuant to
Section 10.04(a)).


“Synthetic LC Maturity Date”
shall mean the Business Day immediately succeeding the Closing Date.


“Synthetic LC Obligations”
means, as at any date of determination, the aggregate maximum amount then
available to be drawn under all outstanding Synthetic Letters of Credit plus
the aggregate of all unreimbursed amounts in respect of Synthetic LC
Disbursements.



 31















“Synthetic Letters of
Credit” shall mean, on the Closing Date, the Letters of Credit issued
by the Synthetic LC Issuing Bank pursuant to Section 2.19 in an
aggregate face amount not to exceed $151.0 million.


“Tax Return”
shall mean all returns, statements, filings, attachments and other documents or
certifications required to be filed in respect of Taxes.


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


“Term Borrowing”
shall mean a Borrowing comprised of Term Loans.


“Term Loan Commitment”
shall mean, with respect to each Lender, the commitment, if any, of such Lender
to make a Term Loan hereunder on the Closing Date in the amount set forth on
Schedule 1 to the Lender Addendum executed and delivered by such Lender.  The aggregate amount of the Lenders’ Term
Loan Commitments is $145.0 million.


“Term Loan Lender”
shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.


“Term Loan Maturity
Date” shall mean the date which is six years after the Closing Date
or, if such date is not a Business Day, the first Business Day thereafter.


“Term Loan Repayment Date”
shall have the meaning assigned to such term in Section 2.09.


“Term Loans”
shall mean term loans made by the Lenders to Borrower pursuant to Section
2.01(a).  Each Term Loan shall be
either an ABR Term Loan or a Eurodollar Term Loan.


A “Test Period” in
effect at any time shall mean the period of four consecutive fiscal quarters of
Borrower ended on or prior to such time (taken as one accounting period) in
respect of which financial statements for each quarter or fiscal year in such
period have been or were required to be delivered pursuant to Section
5.01(a) or (b) (or, solely for purposes of determining pro forma
compliance with the covenants contained in Sections 6.08(a) and (b)
pursuant to clause (ii) of the definition of Permitted Acquisition, Section
2.20, prior to the date the first such financial statements are required to
be so delivered, the most recent period of four fiscal quarters ended on or
prior to the Closing Date).


“Title Company”
shall mean any title insurance company as shall be retained by Borrower and
reasonably acceptable to the Administrative Agent.


“Title Policy”
shall mean, with respect to any Mortgage, a policy of title insurance (or
marked-up title insurance commitment having the effect of a policy of title
insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on
the Mortgaged Property and fixtures described therein in the amount equal to
not less than 110% of the fair market value of such Mortgaged Property and
fixtures.


“Total Leverage Ratio”
shall mean, at any date of determination, the ratio of Consolidated Indebtedness
on such date to Consolidated EBITDA for the Test Period then most recently
ended.



 32
 









“Transaction Documents”
shall mean the Acquisition Documents and the Loan Documents.


“Transactions” shall
mean, collectively, the transactions to occur on or prior to the Closing Date
pursuant to the Transaction Documents, including (a) the consummation of
the Acquisition; (b) the execution, delivery and performance of the Loan
Documents and the initial borrowings hereunder; (c) the Equity Financing;
(d) the Refinancing; and (e) the payment of all fees and expenses to
be paid on or prior to the Closing Date and owing in connection with the
foregoing.


“Transferred Guarantor”
shall have the meaning assigned to such term in Section 7.09.


“Treasury Services
Agreement” shall mean any agreement relating to treasury, depositary
and cash management services or automated clearinghouse transfer of funds.


“Type,” when
used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.


“UCC” shall mean
the Uniform Commercial Code as in effect from time to time (except as otherwise
specified) in any applicable state or jurisdiction.


“United States”
shall mean the United States of America.


“Voting Stock”
shall mean, with respect to any person, any class or classes of Equity Interests
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the Board of Directors
of such person.


“Wholly Owned Subsidiary”
shall mean, as to any person, (a) any corporation 100% of whose capital
stock (other than directors’ qualifying shares) is at the time owned by such
person and/or one or more Wholly Owned Subsidiaries of such person and
(b) any partnership, association, joint venture, limited liability company
or other entity in which such person and/or one or more Wholly Owned Subsidiaries
of such person have a 100% equity interest at such time.


“Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.


SECTION 1.02   Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings also may be
classified and referred to by Class (e.g., a “Revolving
Borrowing,” “Borrowing of Term Loans”) or by Type (e.g.,
a “Eurodollar Borrowing”) or by Class and Type (e.g.,
a “Eurodollar Revolving Borrowing”).


SECTION 1.03   Terms Generally.  The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have
the same meaning and effect as the word “shall.”  Unless the context requires otherwise
(a) any definition of or reference to any Loan Document, agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as



 33
 









from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any person
shall be construed to include such person’s successors and assigns,
(c) the words “herein,” “hereof” and “hereunder,” and words of similar
import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference
to any law or regulation herein shall refer to such law or regulation as
amended, modified or supplemented from time to time, (f) the words “asset”
and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights and (g) “on,” when used with
respect to the Mortgaged Property or any property adjacent to the Mortgaged
Property, means “on, in, under, above or about.”


SECTION 1.04   Accounting Terms; GAAP.  Except as otherwise expressly provided
herein, all financial statements to be delivered pursuant to this Agreement
shall be prepared in accordance with GAAP as in effect from time to time and
all terms of an accounting or financial nature shall be construed and
interpreted in accordance with GAAP, as in effect on the date hereof unless
otherwise agreed to by Borrower and the Required Lenders.


SECTION 1.05   Resolution of Drafting Ambiguities.  Each Loan Party acknowledges and agrees that
it was represented by counsel in connection with the execution and delivery of
the Loan Documents to which it is a party, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and thereof and that any
rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation hereof or
thereof.


ARTICLE
II


THE
CREDITS


SECTION 2.01   Commitments.  Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly:


(a)           to make a Term Loan
to Borrower on the Closing Date in the principal amount not to exceed its Term
Loan Commitment; and


(b)           to make Revolving
Loans to Borrower at any time and from time to time on and after the Closing
Date until the earlier of the Revolving Maturity Date and the termination of
the Revolving Commitment of such Lender in accordance with the terms hereof, in
an aggregate principal amount at any time outstanding that will not result in
such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.


Amounts paid or prepaid in respect of Term Loans may
not be reborrowed.  Within the limits set
forth in clause (b) above and subject to the terms, conditions and
limitations set forth herein, Borrower may borrow, pay or prepay and reborrow
Revolving Loans.


SECTION 2.02   Loans.


(a)           Each
Loan (other than Swingline Loans) shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in accordance with their
applicable Commitments;



 34
 









provided that the failure of any Lender to
make its Loan shall not in itself relieve any other Lender of its obligation to
lend hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan required to be
made by such other Lender).  Except for
Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR
Loans comprising any Borrowing shall be in an aggregate principal amount that
is (i) an integral multiple of $100,000 and not less than $500,000 or
(ii) equal to the remaining available balance of the applicable
Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be
in an aggregate principal amount that is (i) an integral multiple of
$500,000 and not less than $1.0 million or (ii) equal to the remaining
available balance of the applicable Commitments.


(b)           Subject
to Sections 2.11 and 2.12, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.03.  Each Lender may at its option make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that
any exercise of such option shall not affect the obligation of Borrower to
repay such Loan in accordance with the terms of this Agreement.  Borrowings of more than one Type may be
outstanding at the same time; provided that
Borrower shall not be entitled to request any Borrowing that, if made, would
result in more than six Eurodollar Borrowings outstanding hereunder at any one
time.  For purposes of the foregoing,
Borrowings having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Borrowings.


(c)           Except
with respect to Loans deemed made pursuant to Section 2.18(e)(ii),
each Lender shall make each Loan to be made by it hereunder on the proposed
date thereof by wire transfer of immediately available funds to such account in
New York City as the Administrative Agent may designate not later than
11:00 a.m., New York City time, and the Administrative Agent shall
promptly credit the amounts so received to an account as directed by Borrower
in the applicable Borrowing Request maintained with the Administrative Agent
or, if a Borrowing shall not occur on such date because any condition precedent
herein specified shall not have been met, return the amounts so received to the
respective Lenders.


(d)           Unless
the Administrative Agent shall have received notice from a Lender prior to the
time of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent at the time of such Borrowing in
accordance with paragraph (c) above, and the Administrative Agent may, in
reliance upon such assumption, make available to Borrower on such date a
corresponding amount.  If the
Administrative Agent shall have so made funds available, then, to the extent
that such Lender shall not have made such portion available to the
Administrative Agent, each of such Lender and Borrower severally agrees to
repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of Borrower, the interest rate applicable at the
time to the Loans comprising such Borrowing and (ii) in the case of such
Lender, the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.  If such Lender
shall repay to the Administrative Agent such corresponding amount, such amount
shall constitute such Lender’s Loan as part of such Borrowing for purposes of
this Agreement, and Borrower’s obligation to repay the Administrative Agent
such corresponding amount pursuant to this Section 2.02(d) shall
cease.


(e)           Notwithstanding
any other provision of this Agreement, Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with



 35
 









respect thereto would end after the Revolving Maturity Date, Term Loan
Maturity Date, or Incremental Term Loan Maturity Date, as applicable.


SECTION 2.03   Borrowing Procedure.  To request a Revolving Borrowing or Term
Borrowing, Borrower shall deliver, by hand delivery or telecopier, a duly
completed and executed Borrowing Request to the Administrative Agent
(i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.,
New York City time, three Business Days before the date of the proposed Borrowing
or (ii) in the case of an ABR Borrowing, not later than 10:00 a.m.,
New York City time, on the date of the proposed Borrowing.  Each Borrowing Request shall be irrevocable
and shall specify the following information in compliance with Section 2.02:


(a)           whether the
requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans;


(b)           the aggregate amount
of such Borrowing;


(c)           the date of such
Borrowing, which shall be a Business Day;


(d)           whether such
Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


(e)           in the case of a
Eurodollar Borrowing, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest Period”;


(f)            the location and
number of Borrower’s account to which funds are to be disbursed, which shall
comply with the requirements of Section 2.02(c); and


(g)           that the conditions
set forth in Sections 4.02(b)-(d) have been satisfied as of the
date of the notice.


If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to
have selected an Interest Period of one month’s duration.  Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender’s Loan to
be made as part of the requested Borrowing.


SECTION 2.04   Evidence
of Debt; Repayment of Loans.


(a)           Promise
to Repay.  Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Term Loan Lender, the principal amount of each Term Loan of such Term
Loan Lender as provided in Section 2.09, (ii) to the
Administrative Agent for the account of each Revolving Lender, the then unpaid
principal amount of each Revolving Loan of such Revolving Lender on the
Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving
Maturity Date and the first date after such Swingline Loan is made that is the
15th or last day of a calendar month and is at least two Business Days after
such Swingline Loan is made; provided that
on each date that a Revolving Borrowing is made, Borrower shall repay all
Swingline Loans that were outstanding on the date such Borrowing was requested.  If Borrower has not previously paid any
Swingline Loan, then on the Business Day immediately preceding the date
referred to in the previous sentence of this Section 2.04(a) as the date
such Swingline Loan is due, the Administrative Agent shall notify the Revolving
Lenders that such Swingline Loan is



 36
 









being converted to Revolving Loans, and each Revolving Lender shall
fund its Pro Rata Share of such Revolving Loans on the Business Day the
Swingline Loan is due.


(b)           Lender
and Administrative Agent Records.  Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the Indebtedness of Borrower to such Lender resulting from
each Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time under this
Agreement.  The Administrative Agent
shall maintain accounts in which it will record (i) the amount of each
Loan made hereunder, the Type and Class thereof and the Interest Period
applicable thereto; (ii) the amount of any principal or interest due and
payable or to become due and payable from Borrower to each Lender hereunder;
and (iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender’s share thereof.  The entries made in the accounts maintained
pursuant to this paragraph shall be prima facie
evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not
in any manner affect the obligations of Borrower to repay the Loans in accordance
with their terms.


(c)           Promissory
Notes.  Any Lender by written notice
to Borrower (with a copy to the Administrative Agent) may request that Loans of
any Class made by it be evidenced by a promissory note.  In such event, Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in the form of Exhibit K-1, K-2 or K-3, as
the case may be.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented
by one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).


SECTION 2.05   Fees.


(a)           Commitment
Fee.  Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”) equal to the Applicable
Fee per annum on the average daily unused amount of each Revolving Commitment
of such Lender during the period from and including the Closing Date to but
excluding the date on which such Revolving Commitment terminates.  Accrued Commitment Fees shall be payable in
arrears (A) on the last Business Day of March, June, September and December
of each year, commencing on the first such date to occur after the date hereof,
and (B) on the date on which such Revolving Commitment terminates.  Commitment Fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).  For purposes of computing Commitment Fees
with respect to Revolving Commitments, a Revolving Commitment of a Lender shall
be deemed to be used to the extent of the outstanding Revolving Loans and Revolving
LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be
disregarded for such purpose).


(b)           Administrative
Agent Fees.  Borrower agrees to pay
to the Administrative Agent, for its own account, the administrative fees
payable in the amounts and at the times separately agreed upon between Borrower
and the Administrative Agent (the “Administrative
Agent Fees”).


(c)           LC
and Fronting Fees.  Borrower agrees
to pay (i) to the Administrative Agent for the account of each Revolving
Lender a participation fee (“LC Participation
Fee”) with respect to its participations in Revolving Letters of
Credit, which shall accrue at a rate equal to the Applicable Margin from time
to time used to determine the interest rate on Eurodollar Revolving Loans
pursuant to



 37
 









Section 2.06 on the average daily amount
of such Lender’s Revolving LC Exposure (excluding any portion thereof
attributable to Reimbursement Obligations) during the period from and including
the Closing Date to but excluding the later of the date on which such Lender’s Revolving
Commitment terminates and the date on which such Lender ceases to have any
Revolving LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at the
rate of 0.25% per annum on the average daily amount of the Revolving LC
Exposure (excluding any portion thereof attributable to Reimbursement Obligations)
during the period from and including the Closing Date to but excluding the
later of the date of termination of the Revolving Commitments and the date on
which there ceases to be any Revolving LC Exposure, as well as the Issuing Bank’s
customary fees with respect to the issuance, amendment, renewal or extension of
any Revolving Letter of Credit or processing of drawings thereunder.  Accrued LC Participation Fees and Fronting
Fees shall be payable in arrears (i) on the last Business Day of March,
June, September and December of each year, commencing on the first such date to
occur after the Closing Date, and (ii) on the date on which the Revolving
Commitments terminate.  Any such fees
accruing after the date on which the Revolving Commitments terminate shall be
payable on demand.  Any other fees payable
to the Issuing Bank pursuant to this paragraph shall be payable within
10 Business Days after demand therefor. 
All LC Participation Fees and Fronting Fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).


(d)           All
Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders
and the Issuing Bank.  Once paid, none of
the Fees shall be refundable under any circumstances.


SECTION 2.06   Interest
on Loans.


(a)           ABR
Loans.  Subject to the provisions of Section 2.06(c),
the Loans comprising each ABR Borrowing, including each Swingline Loan, shall
bear interest at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin in effect from time to time.


(b)           Eurodollar
Loans.  Subject to the provisions of Section 2.06(c),
the Loans comprising each Eurodollar Borrowing shall bear interest at a rate
per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect
for such Borrowing plus the Applicable Margin in effect from time to time.


(c)           Default
Rate.  Notwithstanding the foregoing,
during the existence of an Event of Default, all Obligations shall, to the
extent permitted by applicable law, bear interest, after as well as before judgment,
at a per annum rate equal to (i) in the case of principal and premium, if
any, of or interest on any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided
in Section 2.06(a) (in either case, the “Default Rate”).


(d)           Interest
Payment Dates.  Accrued interest on
each Loan shall be payable in arrears on each Interest Payment Date for such
Loan; provided that (i) interest accrued
pursuant to Section 2.06(c) shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan or a Swingline Loan without a permanent
reduction in Revolving Commitments), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurodollar Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan
shall be payable on the effective date of such conversion.



 38
 









(e)           Interest
Calculation.  All interest hereunder
shall be computed on the basis of a year of 360 days, except that interest
computed by reference to the Alternate Base Rate shall be computed on the basis
of a year of 365 days (or 366 days in a leap year), and in each case
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).  The
applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by
the Administrative Agent in accordance with the provisions of this Agreement
and such determination shall be conclusive absent manifest error.


SECTION 2.07   Termination
and Reduction of Commitments.


(a)           Termination
of Commitments.  The Term Loan
Commitments shall automatically terminate at 5:00 p.m., New York City
time, on the Closing Date.  The Revolving
Commitments, the Swingline Commitment and the Revolving LC Commitment shall
automatically terminate on the Revolving Maturity Date.  Notwithstanding the foregoing, all the
Commitments shall automatically terminate at 5:00 p.m., New York City
time, on January 31, 2007, if the initial Credit Extension shall not have occurred
by such time.


(b)           Optional
Terminations and Reductions.  At its
option, Borrower may at any time terminate, or from time to time permanently
reduce, the Commitments of any Class; provided that
(i) each reduction of the Commitments of any Class shall be in an amount
that is an integral multiple of $1.0 million and not less than $1.0 million and
(ii) the Revolving Commitments shall not be terminated or reduced if,
after giving effect to any concurrent prepayment of the Revolving Loans in
accordance with Section 2.10, the aggregate amount of Revolving
Exposures would exceed the aggregate amount of Revolving Commitments.


(c)           Borrower
Notice.  Borrower shall notify the
Administrative Agent in writing of any election to terminate or reduce the
Commitments under Section 2.07(b) at least three Business Days
prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. 
Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. 
Each notice delivered by Borrower pursuant to this Section shall be
irrevocable; provided that a notice of
termination of the Commitments delivered by Borrower may state that such notice
is conditioned upon the effectiveness of other credit facilities or the closing
of another transactions, the proceeds of which will be used to refinance any
outstanding Loans, in which case such notice may be revoked by Borrower (by
notice to the Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied.  Any
termination or reduction of the Commitments of any Class shall be permanent.  Each reduction of the Commitments of any
Class shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.


SECTION 2.08   Interest
Elections.


(a)           Generally.  Each Revolving Borrowing and Term Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. 
Thereafter, Borrower may elect to convert such Borrowing to a different
Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing,
may elect Interest Periods therefor, all as provided in this Section.  Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. 
Notwithstanding anything to the contrary, Borrower shall not be entitled
to request any conversion or continuation that, if



 39
 









made, would result in more than six Eurodollar Borrowings outstanding
hereunder at any one time.  This Section
shall not apply to Swingline Borrowings, which may not be converted or
continued.


(b)           Interest
Election Notice.  To make an election
pursuant to this Section, Borrower shall deliver, by hand delivery or
telecopier, a duly completed and executed Interest Election Request to the
Administrative Agent not later than the time that a Borrowing Request would be
required under Section 2.03 if Borrower were requesting a Revolving
Borrowing or Term Borrowing of the Type resulting from such election to be made
on the effective date of such election. 
Each Interest Election Request shall be irrevocable.  Each Interest Election Request shall specify
the following information in compliance with Section 2.02:


(i)          the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, or if
outstanding Borrowings are being combined, allocation to each resulting
Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting
Borrowing);


(ii)         the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;


(iii)        whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and


(iv)       if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of the term “Interest Period.”


If any such Interest Election Request requests a
Eurodollar Borrowing but does not specify an Interest Period, then Borrower
shall be deemed to have selected an Interest Period of one month’s duration.


Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender’s portion of each resulting Borrowing.


(c)           Automatic
Conversion to ABR Borrowing.  If an
Interest Election Request with respect to a Eurodollar Borrowing is not timely
delivered prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing, the
Administrative Agent or the Required Lenders may require, by notice to
Borrower, that (i) no outstanding Borrowing may be converted to or
continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.


SECTION 2.09   Amortization of Term Borrowings.  Borrower shall pay to the Administrative
Agent, for the account of the Lenders, on the dates set forth on Annex II,
or if any such date is not a Business Day, on the immediately preceding
Business Day (each such date, a “Term Loan Repayment Date”),
the principal amount of the Term Loans (as adjusted from time to time pursuant
to Section 2.10(h)), together in each case with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such
payment; provided that should any Term Loan Repayment Date that is
scheduled to be a Business Day be reasonably determined by the Borrower on such
date to not be a



 40
 









Business Day, then upon the Borrower’s written notice
of such determination to the Administrative Agent and subject to the
Administrative Agent’s consent (such consent not to be unreasonably withheld)
the immediately succeeding Business Day shall become such Term Loan Repayment
Date.  To the extent not previously paid,
all Term Loans shall be due and payable on the Term Loan Maturity Date.


SECTION 2.10   Optional and Mandatory Prepayments of Loans.


(a)           Optional
Prepayments.  Borrower shall have the
right at any time and from time to time to prepay any Borrowing, in whole or in
part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in an amount
that is an integral multiple of $100,000 and not less than $500,000 or, if
less, the outstanding principal amount of such Borrowing.


(b)           Revolving
Loan Prepayments.


(i)            In
the event of the termination of all the Revolving Commitments, Borrower shall,
on the date of such termination, repay or prepay all its outstanding Revolving
Borrowings and all outstanding Swingline Loans and replace all outstanding
Revolving Letters of Credit or cash collateralize all outstanding Revolving
Letters of Credit in accordance with the procedures set forth in Section 2.18(i).


(ii)           In
the event of any partial reduction of the Revolving Commitments, then
(x) at or prior to the effective date of such reduction, the
Administrative Agent shall notify Borrower and the Revolving Lenders of the sum
of the Revolving Exposures after giving effect thereto and (y) if the sum
of the Revolving Exposures would exceed the aggregate amount of Revolving
Commitments after giving effect to such reduction, then Borrower shall, on the
date of such reduction, first, repay or
prepay Swingline Loans, second, repay
or prepay Revolving Borrowings and third, replace
outstanding Revolving Letters of Credit or cash collateralize outstanding Revolving
Letters of Credit in accordance with the procedures set forth in Section 2.18(i),
in an aggregate amount sufficient to eliminate such excess.


(iii)          In
the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving
Commitments then in effect, Borrower shall, without notice or demand, immediately
first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace outstanding Letters of Credit or cash
collateralize outstanding Revolving Letters of Credit in accordance with the procedures
set forth in Section 2.18(i), in an
aggregate amount sufficient to eliminate such excess.


(iv)          In
the event that the aggregate Revolving LC Exposure (which shall include the
Dollar Equivalent of the face amount of any Revolving Letter of Credit that is
denominated in an Alternate Currency) exceeds the Revolving LC Commitment then
in effect, Borrower shall, without notice or demand, immediately replace
outstanding Revolving Letters of Credit or cash collateralize outstanding
Revolving Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to
eliminate such excess.


(c)           Asset
Sales.  Not later than one Business
Day following the receipt of any Net Cash Proceeds of any Asset Sale by
Borrower or any of its Subsidiaries, Borrower shall make prepayments in accordance
with Sections 2.10(h) and (i) in an aggregate amount equal
to 100% of such Net Cash Proceeds; provided that:


(i)             no such prepayment shall be
required under this Section 2.10(c)(i) with respect to (A) any
Asset Sale permitted by Section 6.06(a), (B) the disposition
of property which constitutes a Casualty Event, or (C) Asset Sales for
fair market value resulting in no more than $100,000 in



 41
 









Net Cash
Proceeds per Asset Sale (or series of related Asset Sales) and less than
$1.0 million in Net Cash Proceeds in any fiscal year; and


(ii)            so long as no Default shall then
exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset
Sales shall not exceed $5.0 million in any fiscal year of Borrower, such
proceeds shall not be required to be so applied on such date to the extent that
Borrower shall have delivered an Officers’ Certificate to the Administrative
Agent on or prior to such date stating that such Net Cash Proceeds are
(a) expected to be reinvested in fixed or capital assets within
180 days following the date of such Asset Sale or (b) committed to be
reinvested in fixed or capital assets within 270 days following the date
of such Asset Sale and subsequently reinvested in the specified fixed or
capital assets within 360 days following the date of such Asset Sale
(which Officers’ Certificate shall set forth the estimates of the proceeds to
be so expended); provided that if all or any
portion of such Net Cash Proceeds is not so reinvested within such 180-day or
360-day period, as applicable, such unused portion shall be applied on the last
day of such period as a mandatory prepayment as provided in this Section 2.10(c);
provided, further,
that if the property subject to such Asset Sale constituted Collateral, then
all property purchased with the Net Cash Proceeds thereof pursuant to this
subsection shall be made subject to the Lien of the applicable Security
Documents in favor of the Collateral Agent, for its benefit and for the benefit
of the other Secured Parties in accordance with Sections 5.11 and 5.12.


(d)           Debt
Issuance or Preferred Stock Issuance. 
Not later than three Business Days following the receipt of any Net Cash
Proceeds of any Debt Issuance or Preferred Stock Issuance by Borrower or any of
its Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h)
and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds.


(e)           [Omitted.]


(f)            Casualty
Events.  Not later than three
Business Days following the receipt of any Net Cash Proceeds from a Casualty
Event by Borrower or any of its Subsidiaries, Borrower shall make prepayments
in accordance with Sections 2.10(h) and (i) in an aggregate
amount equal to 100% of such Net Cash Proceeds; provided
that:


(i)            so long as no Default shall then
exist or arise therefrom, such proceeds shall not be required to be so applied
on such date to the extent that (A) in the event such Net Cash Proceeds
shall not exceed $5.0 million, Borrower shall have delivered an Officers’
Certificate to the Administrative Agent on or prior to such date stating that
such proceeds are expected to be used, or (B) in the event that such Net
Cash Proceeds exceed $5.0 million, the Administrative Agent has elected by
notice to Borrower on or prior to such date to require such proceeds to be
used, in each case, (a) to repair, replace or restore any property in
respect of which such Net Cash Proceeds were paid, or to reinvest in other
fixed or capital assets, no later than 180 days following the date of
receipt of such proceeds or (b) committed to be reinvested in fixed or capital
assets within 270 days following the date of receipt of such proceeds and
subsequently reinvested in the specified fixed or capital assets within 360
days following the date of receipt of such proceeds; provided
that if the property subject to such Casualty Event constituted Collateral
under the Security Documents, then all property purchased with the Net Cash
Proceeds thereof pursuant to this subsection shall be made subject to the Lien
of the applicable Security Documents in favor of the Collateral Agent, for its
benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11
and 5.12; and


 



 42















(ii)         if
any portion of such Net Cash Proceeds shall not be so applied within such
180-day or 360-day period, as applicable, such unused portion shall be applied
on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).


(g)           Excess Cash Flow. 
No later than the earlier of (i) 90 days after the end of each
Excess Cash Flow Period and (ii) the date on which the financial
statements with respect to such fiscal year in which such Excess Cash Flow Period
occurs are delivered pursuant to Section 5.01(a), Borrower shall
make prepayments in accordance with Sections 2.10(h) and (i)
in an aggregate amount equal to 50% of Excess Cash Flow for the Excess Cash
Flow Period then ended; provided that
only 25% of Excess Cash Flow for the Excess Cash Flow Period then ended need be
applied pursuant to this Section 2.10(g) if the Total Leverage Ratio is
less than 2.5:1.0 as of the end of such Excess Cash Flow Period; in each case,
minus the principal amount of any voluntary prepayments of Term Loans and any
permanent voluntary reductions to the Revolving Commitments to the extent that
an equal amount of the Revolving Loans simultaneously is repaid.


(h)           Application of Prepayments.  Prior to any optional or mandatory prepayment
hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and
shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i),
subject to the provisions of this Section 2.10(h).  Any prepayments of Term Loans pursuant to Section 2.10(a)
shall be applied to reduce scheduled payments required under Section 2.09
in the order directed by Borrower.  Any
prepayment of Term Loans pursuant to Section 2.10(c), (d), (f)
or (g) shall be applied to reduce scheduled prepayments required under Section 2.09
in direct order of maturity for the scheduled prepayments due within twelve
(12) months after such prepayment and thereafter to the scheduled prepayments
required under Section 2.09 on a pro rata
basis among the prepayments remaining to be made on each Term Loan Repayment
Date.  After application of mandatory
prepayments of Term Loans described above in this Section 2.10(h)
and to the extent there are mandatory prepayment amounts remaining after such
application, the Revolving Commitments shall be permanently reduced ratably
among the Revolving Lenders in accordance with their applicable Revolving
Commitments in an aggregate amount equal to such excess, and Borrower shall
comply with Section 2.10(b).


Amounts to be applied pursuant to this Section 2.10
to the prepayment of Term Loans and Revolving Loans shall be applied, as
applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans,
respectively.  Any amounts remaining
after each such application shall be applied to prepay Eurodollar Term Loans or
Eurodollar Revolving Loans, as applicable. 
Notwithstanding the foregoing, if the amount of any prepayment of Loans
required under this Section 2.10 shall be in excess of the amount
of the ABR Loans at the time outstanding (an “Excess Amount”),
only the portion of the amount of such prepayment as is equal to the amount of
such outstanding ABR Loans shall be immediately prepaid and, at the election of
Borrower, the Excess Amount shall be either (A) deposited in an escrow account
on terms satisfactory to the Collateral Agent and applied to the prepayment of
Eurodollar Loans on the last day of the then next-expiring Interest Period for
Eurodollar Loans; provided that (i) interest
in respect of such Excess Amount shall continue to accrue thereon at the rate
provided hereunder for the Loans which such Excess Amount is intended to repay
until such Excess Amount shall have been used in full to repay such Loans and
(ii) at any time while an Event of Default has occurred and is continuing,
the Administrative Agent may, and upon written direction from the Required
Lenders shall, apply any or all proceeds then on deposit to the payment of such
Loans in an amount equal to such Excess Amount or (B) prepaid immediately,
together with any amounts owing to the Lenders under Section 2.13.


(i)            Notice of Prepayment.  Borrower shall notify the Administrative
Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by written notice of any prepayment 



 43
 









hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three
Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City
time, on the Business Day of the date of prepayment and (iii) in the case
of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City
time, on the date of prepayment.  Each
such notice shall be irrevocable; provided that,
if a notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.07,
then such notice of prepayment may be revoked if such termination is revoked in
accordance with Section 2.07. 
Each such notice shall specify the prepayment date, the principal amount
of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment.  Promptly following receipt
of any such notice (other than a notice relating solely to Swingline Loans),
the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing
shall be in an amount that would be permitted in the case of a Credit Extension
of the same Type as provided in Section 2.02, except as necessary
to apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing and otherwise in
accordance with this Section 2.10. 
Prepayments shall be accompanied by accrued interest to the extent required
by Section 2.06.


SECTION 2.11   Alternate Rate of Interest.  If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:


(a)           the
Administrative Agent determines (which determination shall be final and
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or


(b)           the
Administrative Agent is advised in writing by the Required Lenders that the
Adjusted LIBOR Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for such Interest Period;


then the Administrative Agent shall give written
notice thereof to Borrower and the Lenders as promptly as practicable
thereafter and, until the Administrative Agent notifies Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist,
(i) any Interest Election Request that requests the conversion of any
Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall
be ineffective and (ii) if any Borrowing Request requests a Eurodollar
Borrowing, such Borrowing shall be made as an ABR Borrowing.


SECTION 2.12   Yield Protection.


(a)           Increased Costs Generally.  If any Change in Law shall:


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


(ii)     subject
any Lender, the Issuing Bank or the Synthetic LC Issuing Bank to any tax of any
kind whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Loan made by it, or
change the basis of taxation of payments to such Lender or the Issuing Bank in
respect thereof (except for Indemnified Taxes or Other Taxes 



 44
 









covered by Section 2.15 and the imposition of, or any change in
the rate of, any Excluded Tax payable by such Lender or the Issuing Bank); or


(iii)    impose
on any Lender, the Issuing Bank or the Synthetic LC Issuing Bank or the London
interbank market any other condition, cost or expense affecting this Agreement
or Eurodollar Loans made by such Lender or any Letter of Credit or participation
therein;


and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Eurodollar Loan
(or of maintaining its obligation to make any such Loan), or to increase the
cost to such Lender, the Issuing Bank or the Synthetic LC Issuing Bank or such
Lender’s or the Issuing Bank’s or the Synthetic LC Issuing Bank’s holding
company, if any, of participating in, issuing or maintaining any Letter of
Credit (or of maintaining its obligation to participate in or to issue any
Letter of Credit), or to reduce the amount of any sum received or receivable by
such Lender, the Issuing Bank or the Synthetic LC Issuing Bank hereunder
(whether of principal, interest or any other amount), then, upon request of
such Lender or the Issuing Bank, Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or the Synthetic LC Issuing Bank, as
the case may be, for such additional costs incurred or reduction suffered.


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


(c)           Certificates for Reimbursement.  A certificate of a Lender, the Issuing Bank
or the Synthetic LC Issuing Bank setting forth the amount or amounts necessary
to compensate such Lender, the Issuing Bank or the Synthetic LC Issuing Bank or
its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section 2.12 and delivered to Borrower shall be
conclusive absent manifest error. 
Borrower shall pay such Lender, the Issuing Bank or the Synthetic LC Issuing
Bank, as the case may be, the amount shown as due on any such certificate
within 10 Business Days after receipt thereof.


(d)           Delay in Requests. 
Failure or delay on the part of any Lender, the Issuing Bank or the
Synthetic LC Issuing Bank to demand compensation pursuant to this Section
2.12 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or
the Synthetic LC Issuing Bank’s right to demand such compensation; provided that Borrower shall not be required to compensate a
Lender, the Issuing Bank or the Synthetic LC Issuing Bank pursuant to this
Section for any increased costs incurred or reductions suffered more than six
months prior to the date that such Lender, the Issuing Bank or the Synthetic LC
Issuing Bank, as the case may be, notifies Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s, the Issuing
Bank’s or the Synthetic 



 45
 









LC Issuing Bank’s 
intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of
retroactive effect thereof).


SECTION 2.13   Breakage Payments.  In the event of (a) the payment or prepayment,
whether optional or mandatory, of any principal of any Eurodollar Loan earlier
than the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion of any Eurodollar Loan
earlier than the last day of the Interest Period applicable thereto,
(c) the failure to borrow, convert, continue or prepay any Revolving Loan
or Term Loan on the date specified in any notice delivered pursuant hereto
(other than a failure resulting from a Lender breaching its obligation to fund
hereunder) or (d) the assignment of any Eurodollar Loan earlier than the
last day of the Interest Period applicable thereto as a result of a request by
Borrower pursuant to Section 2.16(b), then, in any such event,
Borrower shall compensate each Lender for the loss, cost and expense attributable
to such event.  In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of
(i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate
that would have been applicable to such Loan, for the period from the date of
such event to the last day of the then current Interest Period therefor (or, in
the case of a failure to borrow, convert or continue, for the period that would
have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement
of such period, for dollar deposits of a comparable amount and period from
other banks in the Eurodollar market.  A
certificate of any Lender setting forth in reasonable detail any amount or
amounts that such Lender is entitled to receive pursuant to this Section 2.13
shall be delivered to Borrower (with a copy to the Administrative Agent) and
shall be conclusive and binding absent manifest error.  Borrower shall pay such Lender the amount
shown as due on any such certificate within 5 Business Days after receipt
thereof.


SECTION 2.14   Payments Generally; Pro Rata Treatment; Sharing
of Setoffs.


(a)           Payments Generally. 
Borrower shall make each payment required to be made by it hereunder or
under any other Loan Document (whether of principal, interest, fees or
Reimbursement Obligations, or of amounts payable under Section 2.12,
2.13, 2.15 or 10.03, or otherwise) on or before the time
expressly required hereunder or under such other Loan Document for such payment
(or, if no such time is expressly required, prior to 2:00 p.m., New York
City time), on the date when due, in immediately available funds, without
setoff, deduction or counterclaim.  Any
amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. 
All such payments shall be made to the Administrative Agent at its
offices at 677 Washington Boulevard, Stamford, Connecticut.  The Administrative Agent shall distribute any
such payments received by it for the account of any other person to the
appropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shall
be due on a day that is not a Business Day, unless specified otherwise, the
date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension.  All
payments under each Loan Document shall be made in dollars, except as expressly
specified otherwise.



 46
 









(b)           Pro Rata Treatment.


(i)          Each payment by Borrower of interest
in respect of the Loans 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.


(ii)        Each payment on account of principal of
the Term Loans shall be allocated among the Term Loan Lenders pro rata based on the principal amount of the Term Loans
held by the Term Loan Lenders.  Each
payment by Borrower on account of principal of the Revolving Borrowings shall
be made pro rata according to the respective
outstanding principal amounts of the Revolving Loans then held by the Revolving
Lenders.


(c)           Insufficient Funds.  If at any time insufficient funds are received
by and available to the Administrative Agent to pay fully all amounts of
principal, Reimbursement Obligations, interest and fees then due hereunder,
such funds shall be applied (i) first, toward
payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due
to such parties, and (ii) second, toward
payment of principal and Reimbursement Obligations then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
and Reimbursement Obligations then due to such parties.


(d)           Sharing of Set-Off. 
If any Lender (and/or the Issuing Bank, which shall be deemed a “Lender”
for purposes of this Section 2.14(d)) shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or other Obligations resulting in such
Lender’s receiving payment of a proportion of the aggregate amount of its Loans
and accrued interest thereon or other Obligations greater than its pro  rata share
thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Loans and such other obligations
of the other Lenders, or make such other adjustments as shall be equitable, so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided
that:


(i)         if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest;
and


(ii)        the
provisions of this paragraph shall not be construed to apply to (x) any payment
made by Borrower pursuant to and in accordance with the express terms of this
Agreement or (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to Borrower
or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).


Each Loan Party consents to the foregoing and agrees,
to the extent it may effectively do so under applicable Requirements of Law,
that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Loan Party rights of setoff and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor
of such Loan Party in the amount of such participation.  If under applicable bankruptcy, insolvency or
any similar law any Secured Party receives a secured claim in lieu of a setoff
or counterclaim to which this Section 2.14(d) applies, such Secured
Party shall to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the 



 47
 









rights to which the Secured Party is entitled under
this Section 2.14(d) to share in the benefits of the recovery of
such secured claim.


(e)           Borrower Default. 
Unless the Administrative Agent shall have received notice from Borrower
prior to the date on which any payment is due to the Administrative Agent for
the account of the Lenders or the Issuing Bank hereunder that Borrower will not
make such payment, the Administrative Agent may assume that Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due.  In such event, if
Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or the Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.


(f)            Lender Default. 
If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.02(c), 2.14(e), 2.17(d), 2.18(d),
2.18(e) or 10.03(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.


SECTION 2.15   Taxes.


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


(b)           Payment of Other Taxes by Borrower.  Without limiting the provisions of paragraph
(a) above, Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Requirements of Law.


(c)           Indemnification by Borrower.  Borrower shall indemnify the Administrative
Agent, each Lender, the Issuing Bank and the Synthetic LC Issuing Bank within
10 days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender, the Issuing Bank or the Synthetic LC Issuing
Bank, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to Borrower by a Lender,
the Issuing Bank or the Synthetic LC Issuing Bank (with a copy to the Administrative




 48
 









Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender, the Issuing Bank or the Synthetic LC Issuing
Bank, shall be conclusive absent manifest error.


(d)           Evidence of Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority,
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.


(e)           Status of Lenders. 
Any Foreign Lender shall, to the extent it may lawfully do so,  deliver to Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the request of Borrower or the Administrative
Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable:


(i)          duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States of America is a
party,


(ii)         duly
completed copies of Internal Revenue Service Form W-8ECI,


(iii)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate, in substantially
the form of Exhibit J, or any other form approved by the
Administrative Agent, to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the
Code, or (C) a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Code and (y) duly completed copies of  Internal Revenue Service Form W-8BEN, or


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


(f)            Treatment of Certain Refunds.  If the Administrative Agent, a Lender or the
Issuing Bank determines, in its sole discretion, that it has received a refund
of any Indemnified Taxes or Other Taxes as to which it has been indemnified by
Borrower or with respect to which Borrower has paid additional amounts pursuant
to this Section, it shall pay to Borrower an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by
Borrower under this Section with respect to the Indemnified Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative
Agent, such Lender or the Issuing Bank, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided that
Borrower, upon the request of the Administrative Agent, such Lender or the
Issuing Bank, agrees to repay the amount paid over to Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the Issuing Bank in the event
the Administrative Agent, such Lender or the Issuing Bank is required to repay
such refund to such Governmental Authority. 
This paragraph shall not be construed to require the Administrative
Agent, any Lender or the Issuing Bank to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to Borrower
or any other person.  Notwithstanding
anything to the contrary, in no event will any Lender be required to pay any
amount to Borrower the payment of which 



 49
 









would place such Lender in a less favorable net after-tax
position than such Lender would have been in if the additional amounts giving
rise to such refund of any Indemnified Taxes or Other Taxes had never been
paid.


SECTION 2.16   Mitigation Obligations; Replacement of Lenders.


(a)           Designation of a Different Lending Office.  If any Lender requests compensation under Section 2.12,
or requires Borrower to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15,
as the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender.  Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment. 
A certificate setting forth such costs and expenses submitted by such
Lender to Borrower shall be conclusive absent manifest error.


(b)           Replacement of Lenders.   If any Lender requests compensation under Section 2.12,
or if Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, or if
Borrower exercises its replacement rights under Section 10.02(d),
then Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 10.04), all of its interests,
rights and obligations under this Agreement and the other Loan Documents to an
Eligible Assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided
that:


(i)          Borrower
shall have paid to the Administrative Agent the processing and recordation fee
specified in Section 10.04(b);


(ii)          such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder and under the other Loan Documents (including any amounts under Section
2.13) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or Borrower (in the case of all other amounts;


(iii)        in
the case of any such assignment resulting from a claim for compensation under Section 2.12
or payments required to be made pursuant to Section 2.15, such
assignment will result in a reduction in such compensation or payments
thereafter; and


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


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



 50
 









SECTION 2.17   Swingline Loans.


(a)           Swingline Commitment.  Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to Borrower from
time to time during the Revolving Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $5.0
million or (ii) the sum of the total Revolving Exposures exceeding the
total Revolving Commitments; provided that
the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. 
Within the foregoing limits and subject to the terms and conditions set
forth herein, Borrower may borrow, repay and reborrow Swingline Loans.


(b)           Swingline Loans. 
To request a Swingline Loan, Borrower shall deliver, by hand delivery or
telecopier, a duly completed and executed Borrowing Request to the
Administrative Agent and the Swingline Lender, not later than 1:00 p.m.,
New York City time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and the amount
of the requested Swingline Loan.  Each
Swingline Loan shall be an ABR Loan.  The
Swingline Lender shall make each Swingline Loan available to Borrower to an
account as directed by Borrower in the applicable Borrowing Request maintained
with the Administrative Agent (or, in the case of a Swingline Loan made to
finance the reimbursement of an LC Disbursement as provided in Section 2.18(e),
by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on
the requested date of such Swingline Loan. 
Borrower shall not request a Swingline Loan if at the time of or
immediately after giving effect to the Extension of Credit contemplated by such
request a Default has occurred and is continuing or would result
therefrom.  Swingline Loans shall be made
in minimum amounts of $250,000 and integral multiples of $100,000 above such
amount.


(c)           Prepayment. 
Borrower shall have the right at any time and from time to time to repay
any Swingline Loan, in whole or in part, upon giving written notice to the
Swingline Lender and the Administrative Agent before 1:00 p.m., New York
City time, on the proposed date of repayment.


(d)           Participations. 
The Swingline Lender may at any time in its discretion by written notice
given to the Administrative Agent (provided such
notice requirement shall not apply if the Swingline Lender and the
Administrative Agent are the same entity) not later than 11:00 a.m., New
York City time, on the next succeeding Business Day following such notice
require the Revolving Lenders to acquire participations on such Business Day in
all or a portion of the Swingline Loans then outstanding.  Such notice shall specify the aggregate
amount of Swingline Loans in which Revolving Lenders will participate.  Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each Revolving Lender, specifying
in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or
Loans.  Each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account of the Swingline
Lender, such Lender’s Pro Rata Percentage of such Swingline Loan or Loans.  Each Revolving Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever (so long as such payment shall not cause such Lender’s Revolving
Exposure to exceed such Lender’s Revolving Commitment).  Each Revolving Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.02(c) with
respect to Loans made by such Lender (and Section 2.02 shall apply,
mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the 



 51
 









amounts so received by it from the Revolving
Lenders.  The Administrative Agent shall
notify Borrower of any participations in any Swingline Loan acquired by the
Revolving Lenders pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender.  Any amounts
received by the Swingline Lender from Borrower (or other party on behalf of Borrower)
in respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent.  Any such amounts
received by the Administrative Agent shall be promptly remitted by the Administrative
Agent to the Revolving Lenders that shall have made their payments pursuant to
this paragraph, as their interests may appear. 
The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve Borrower of any default in the payment thereof.


SECTION 2.18   Letters of Credit.


(a)           General.  On
and after the Closing Date the Existing Letters of Credit will constitute
Revolving Letters of Credit under this Agreement and for purposes hereof will
be deemed to have been issued on the Closing Date.  Subject to the terms and conditions set forth
herein, Borrower may request (i) the Issuing Bank to issue Revolving Letters of
Credit denominated in any Approved Currency (it being understood that the
Borrower shall have no more than one Revolving Letter of Credit denominated in
an Alternate Currency at any one time outstanding) for its own account or the
account of a Subsidiary in a form reasonably acceptable to the Administrative
Agent and the Issuing Bank, at any time and from time to time during the
Revolving Availability Period (provided that
Borrower shall be a co-applicant, and be jointly and severally liable, with
respect to each Letter of Credit issued for the account of a Subsidiary) and
(ii) the Synthetic LC Issuing Bank to issue the Synthetic Letters of Credit for
its own account in a form reasonably acceptable to the Borrower, the
Administrative Agent and the Synthetic LC Issuing Bank, on the Closing Date for
the purpose of providing credit support for the Acquisition Promissory
Notes.  The Issuing Bank or the Synthetic
LC Issuing Bank, as applicable, shall have no obligation to issue, and Borrower
shall not request the issuance of, any Revolving Letter of Credit at any time
if after giving effect to such issuance, (i) the Revolving LC Exposure would
exceed the Revolving LC Commitment or the total Revolving Exposure would exceed
the total Revolving Commitments, or (ii) the Synthetic LC Exposure would exceed
the aggregate of the amount of cash that has been deposited in the Synthetic LC
Deposit Account, as applicable.  In the
event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or
other agreement submitted by Borrower to, or entered into by Borrower with, the
Issuing Bank or the Synthetic LC Issuing Bank, as applicable, relating to any
Letter of Credit, the terms and conditions of this Agreement shall control.


(b)           Request for Issuance, Amendment, Renewal, Extension;
Certain Conditions and Notices.  To
request the issuance of a Letter of Credit or the amendment, renewal or
extension of an outstanding Letter of Credit, Borrower shall deliver, by hand
or telecopier (or transmit by electronic communication, if arrangements for
doing so have been approved by the Issuing Bank or the Synthetic LC Issuing
Bank, as applicable), an LC Request to the Issuing Bank or the Synthetic LC
Issuing Bank, as applicable, and the Administrative Agent not later than
1:00 p.m., New York City time, on the fifth Business Day preceding the requested
date of issuance, amendment, renewal or extension (or such later date and time
as is acceptable to the Issuing Bank or the Synthetic LC Issuing Bank, as
applicable).  For the avoidance of doubt,
the Synthetic Letters of Credit shall not be renewed or extended.


 



 52















A request for an initial
issuance of a Letter of Credit shall specify in form and detail satisfactory to
the Issuing Bank:


(i)      the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); provided that, with respect to the Synthetic Letters of
Credit the issue date shall be the Closing Date;


(ii)     the amount and the currency thereof (which
shall be any Approved Currency); provided that,
with respect to the Synthetic Letters of Credit, which shall be denominated in
dollars, the aggregate face amount thereof shall not exceed $151.0 million;


(iii)    the expiry date thereof (which shall not be
later than the close of business on the Letter of Credit Expiration Date);


(iv)    the name and address of the beneficiary
thereof;


(v)     whether the Letter of Credit is to be
issued for its own account or for the account of one of its Subsidiaries (provided that Borrower shall be a co-applicant, and
therefore jointly and severally liable, with respect to each Letter of Credit
issued for the account of a Subsidiary);


(vi)    the documents to be presented by such
beneficiary in connection with any drawing thereunder;


(vii)   the full text of any certificate to be
presented by such beneficiary in connection with any drawing thereunder; and


(viii)  such other matters as the Issuing Bank or the
Synthetic LC Issuing Bank, as applicable, may require.


A request for an amendment, renewal or extension of
any outstanding Letter of Credit shall specify in form and detail satisfactory
to the Issuing Bank or the Synthetic LC Issuing Bank, as applicable:


(i)      the Letter of Credit to be amended,
renewed or extended;


(ii)     the proposed date of amendment, renewal or
extension thereof (which shall be a Business Day);


(iii)    the nature of the proposed amendment,
renewal or extension; and


(iv)    such other matters as the Issuing Bank or
the Synthetic LC Issuing Bank, as applicable, may require.


If requested by the
Issuing Bank or the Synthetic LC Issuing Bank, as applicable, Borrower also
shall submit a letter of credit application on the Issuing Bank’s or the
Synthetic LC Issuing Bank’s, as applicable, standard form in connection with
any request for a Letter of Credit.  A
Letter of Credit shall be issued, amended, renewed or extended only if (and,
upon issuance, amendment, renewal or extension of each Letter of Credit,
Borrower shall be deemed to represent and warrant that), after giving effect to
such issuance, amendment, renewal or extension, (i) with respect to
Revolving Letters of Credit, the Revolving LC Exposure shall not exceed the LC
Commitment, (ii) with respect to Revolving Letters of Credit, the



 53
 









total Revolving Exposures
shall not exceed the total Revolving Commitments, (iii) with respect to Synthetic
Letters of Credit, the Synthetic LC Exposure shall not exceed the amount that
has been deposited in cash in the Synthetic LC Deposit Account; and (iv) the
conditions set forth in Article IV in respect of such issuance,
amendment, renewal or extension shall have been satisfied.  In the case of a Revolving Letter of Credit,
unless the Issuing Bank shall agree otherwise, no Revolving Letter of Credit
shall be in an initial amount less than $100,000, in the case of a Commercial
Letter of Credit, or $250,000, in the case of a Standby Letter of Credit, or is
to be denominated in a currency other than Dollars.


Upon the issuance of any Revolving Letter of Credit or
amendment, renewal, extension or modification to a Revolving Letter of Credit,
the Issuing Bank shall promptly notify the Administrative Agent, who shall
promptly notify each Revolving Lender, thereof, which notice shall be
accompanied by a copy of such Revolving Letter of Credit or amendment, renewal,
extension or modification to a Revolving Letter of Credit and the amount of
such Lender’s respective participation in such Revolving Letter of Credit pursuant
to Section 2.18(d).  On the
first Business Day of each calendar month, the Issuing Bank shall provide to
the Administrative Agent a report listing all outstanding Revolving Letters of
Credit and the amounts and beneficiaries thereof and the Administrative Agent
shall promptly provide such report to each Revolving Lender.


(c)           Expiration
Date.


(i)      Each
Revolving Letter of Credit shall expire at or prior to the close of business on
the earlier of (1) in the case of a Standby Letter of Credit, (x) the
date which is one year after the date of the issuance of such Standby Letter of
Credit (or, in the case of any renewal or extension thereof, one year after
such renewal or extension) and (y) the Letter of Credit Expiration Date
and (2) in the case of a Commercial Letter of Credit, (x) the date
that is 180 days after the date of issuance of such Commercial Letter of
Credit (or, in the case of any renewal or extension thereof, 180 days
after such renewal or extension) and (y) the Letter of Credit Expiration
Date.  The Synthetic Letters of Credit
shall expire on the Synthetic LC Maturity Date.


(ii)     If
Borrower so requests in any Letter of Credit Request, the Issuing Bank may, in
its sole and absolute discretion, agree to issue a Revolving Letter of Credit
that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided
that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to
prevent any such renewal at least once in each twelve-month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day in each such twelve-month period
to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the Issuing
Bank, Borrower shall not be required to make a specific request to the Issuing
Bank for any such renewal.  Once an
Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be
deemed to have authorized (but may not require) the Issuing Bank to permit the
renewal of such Letter of Credit at any time to an expiry date not later than
the earlier of (1) one year from the date of such renewal and (2) the
Letter of Credit Expiration Date; provided that
the Issuing Bank shall not permit any such renewal if (x) the Issuing Bank
has determined that it would have no obligation at such time to issue such
Letter of Credit in its renewed form under the terms hereof (by reason of the
provisions of Section 2.18(l) or otherwise), or (y) it has
received notice on or before the day that is two Business Days before the date
which has been agreed upon pursuant to the proviso of the first sentence of
this paragraph from the Administrative Agent, any Lender or Borrower that one
or more of the applicable conditions specified in Section 4.02 are
not then satisfied.


(d)           Participations.  By the issuance of a Revolving Letter of
Credit (or an amendment to a Revolving Letter of Credit increasing the amount
thereof) and without any further action on the part



 54
 









of the Issuing Bank or the Lenders, the Issuing Bank hereby irrevocably
grants to each Revolving Lender, and each Revolving Lender hereby acquires from
the Issuing Bank, a participation in such Revolving Letter of Credit equal to
such Revolving Lender’s Pro Rata Percentage of the aggregate amount available
to be drawn under such Revolving Letter of Credit.  In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the Issuing Bank, such
Revolving Lender’s Pro Rata Percentage of each Revolving LC Disbursement made
by the Issuing Bank and not reimbursed by Borrower on the date due as provided
in Section 2.18(e), or of any reimbursement payment required to be
refunded to Borrower for any reason. 
Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Revolving
Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of
any Revolving Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, or expiration, termination or
cash collateralization of any Revolving Letter of Credit and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.


(e)           Reimbursement.


(i)      If
the Issuing Bank or the Synthetic LC Issuing Bank, as applicable, shall make
any LC Disbursement in respect of a Letter of Credit, Borrower shall reimburse
such LC Disbursement by paying to the Issuing Bank or the Synthetic LC Issuing
Bank, as applicable, an amount in dollars (which shall be the Dollar Equivalent
if the Issuing Bank has made an LC Disbursement in respect of a Letter of
Credit that is denominated in an Alternate Currency) equal to such LC
Disbursement not later than
3:00 p.m., New York City time, on the date that such LC Disbursement is
made if Borrower shall have received notice of such LC Disbursement prior to
11:00 a.m., New York City time, on such date, or, if such notice has not
been received by Borrower prior to such time on such date, then not later than
3:00 p.m., New York City time, on the Business Day immediately following
the day that Borrower receives such notice; provided that
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 that such payment (i) in respect of a
Revolving LC Disbursement be financed with ABR Revolving Loans or Swingline
Loans in an equivalent amount and, to the extent so financed, Borrower’s
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Loans or Swingline Loans, or (ii) in respect of a
Synthetic LC Disbursement be paid with the balance of the Synthetic LC Deposit
Account.


(ii)     If
Borrower fails to make such payment due under paragraph (e)(i) above with
respect to a Revolving Letter of Credit when due, the Issuing Bank shall notify
the Administrative Agent and the Administrative Agent shall notify each
Revolving Lender of the applicable Revolving LC Disbursement, the payment then
due from Borrower in respect thereof and such Revolving Lender’s Pro Rata Percentage
thereof.  Each Revolving Lender shall pay
by wire transfer of immediately available funds to the Administrative Agent not
later than 2:00 p.m., New York City time, on such date (or, if such Revolving
Lender shall have received such notice later than 12:00 noon, New York City
time, on any day, not later than 11:00 a.m., New York City time, on the
immediately following Business Day), an amount equal to such Revolving Lender’s
Pro Rata Percentage of the unreimbursed Revolving LC Disbursement in the same
manner as provided in Section 2.02(c) with respect to Revolving
Loans made by such Revolving Lender, and the Administrative Agent will promptly
pay to the Issuing Bank the amounts so received by it from the Revolving
Lenders.  The Administrative Agent will
promptly pay to the Issuing Bank any amounts received by it from Borrower
pursuant to the above paragraph prior to the time that any Revolving Lender
makes any payment pursuant to the preceding sentence and any such amounts
received by the



 55
 









Administrative Agent from Borrower thereafter
will be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made such payments and to the Issuing Bank, as appropriate.


(iii)    If
Borrower fails to make any payment when due under paragraph (e)(i) above with
respect to a Synthetic Letter of Credit when due, the Synthetic LC Issuing Bank
shall notify the Administrative Agent of the payment then due from Borrower in
respect thereof.  The Administrative
Agent will promptly pay to the Synthetic LC Issuing Bank the amount of such
Synthetic LC Disbursement from the cash on deposit in the Synthetic LC Deposit
Account.  Promptly following receipt by
the Administrative Agent of any payment by Borrower in respect of any Synthetic
LC Disbursement, the Administrative Agent shall distribute such payment to the
Synthetic LC Issuing Bank.


(iv)    If
any Revolving Lender shall not have made its Pro Rata Percentage of such Revolving
LC Disbursement available to the Administrative Agent as provided above, each
of such Revolving Lender and Borrower severally agrees to pay interest on such
amount, for each day from and including the date such amount is required to be
paid in accordance with the foregoing to but excluding the date such amount is
paid, to the Administrative Agent for the account of the Issuing Bank at
(i) in the case of Borrower, the rate per annum set forth in Section 2.18(h)
and (ii) in the case of such Lender, at a rate determined by the
Administrative Agent in accordance with banking industry rules or practices on
interbank compensation.


(f)            Obligations
Absolute.  The Reimbursement
Obligation of Borrower as provided in Section 2.18(e) shall be
absolute, unconditional and irrevocable, and shall be paid and performed
strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or provision
therein; (ii) any draft or other document presented under a Letter of
Credit being proved to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect;
(iii) payment by the Issuing Bank, or Synthetic LC Issuing Bank, as
applicable, to the applicable beneficiary under a Letter of Credit against
presentation of a draft or other document that fails to comply with the terms
of such Letter of Credit; (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section 2.18, constitute a legal or equitable
discharge of, or provide a right of setoff against, the obligations of Borrower
hereunder; (v) the fact that a Default shall have occurred and be
continuing; or (vi) any material adverse change in the business, property,
results of operations, prospects or condition, financial or otherwise, of
Borrower and its Subsidiaries.  None of
the Agents, the Lenders, the Issuing Bank, the Synthetic LC Issuing Bank or any
of their Affiliates shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
the Issuing Bank or Synthetic LC Issuing Bank, as applicable; provided that the foregoing shall not be construed to excuse
the Issuing Bank or Synthetic LC Issuing Bank, as applicable, from liability to
Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by Borrower to the extent
permitted by applicable Requirements of Law) suffered by Borrower that are
caused by the Issuing Bank’s or the Synthetic LC Issuing Bank’s, as applicable,
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in
the absence of gross negligence or willful misconduct on the part of the
Issuing Bank or the Synthetic LC Issuing Bank, as applicable (as finally
determined by a court of competent jurisdiction), the Issuing Bank or the Synthetic



 56
 









LC Issuing Bank, as applicable, shall be deemed to have exercised care
in each such determination.  In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank or the Synthetic LC Issuing Bank, as applicable, may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


(g)           Disbursement
Procedures.  The Issuing Bank or the
Synthetic LC Issuing Bank, as applicable, shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment
under a Letter of Credit.  The Issuing
Bank or the Synthetic LC Issuing Bank, as applicable, shall promptly give
written notice to the Administrative Agent and Borrower of such demand for
payment and whether the Issuing Bank or the Synthetic LC Issuing Bank, as
applicable, has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such
notice shall not relieve Borrower of its Reimbursement Obligation to the
Issuing Bank or the Synthetic LC Issuing Bank, as applicable, and the Revolving
Lenders with respect to any such LC Disbursement (other than with respect to
the timing of such Reimbursement Obligation set forth in Section 2.18(e)).


(h)           Interim
Interest.  If the Issuing Bank or the
Synthetic LC Issuing Bank, as applicable, shall make any LC Disbursement, then,
unless Borrower shall reimburse such LC Disbursement in full on the date such
LC Disbursement is made, the unpaid amount thereof shall bear interest payable
on demand, for each day from and including the date such LC Disbursement is
made to but excluding the date that Borrower reimburses such LC Disbursement,
at the rate per annum the applicable to ABR Revolving Loans, with respect to
any Revolving Letter of Credit, and to ABR Term Loans, with respect to any
Synthetic Letter of Credit.  Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank
or the Synthetic LC Issuing Bank, as applicable, except that interest accrued
on and after the date of payment by any Revolving Lender pursuant to Section 2.18(e)
to reimburse the Issuing Bank or the Synthetic LC Issuing Bank, as applicable,
shall be for the account of such Lender to the extent of such payment.


(i)            Cash
Collateralization.  If any Event of
Default shall occur and be continuing, on the Business Day that Borrower
receives notice from the Administrative Agent or the Required Lenders (or, if
the maturity of the Loans has been accelerated, in the case of Revolving
Letters of Credit, Revolving Lenders with Revolving LC Exposure representing
greater than 50% of the total Revolving LC Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, Borrower shall deposit on terms and
in accounts reasonably satisfactory to the Collateral Agent, in the name of the
Collateral Agent and for the benefit of the Revolving Lenders an amount in cash
equal to the Revolving Exposure as of such date plus any accrued and unpaid
interest thereon; provided that the obligation to
deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to
Borrower described in Section 8.01(g) or (h).  Funds so deposited shall be applied by the Collateral
Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of outstanding Reimbursement Obligations or, if the maturity of
the Loans has been accelerated (but subject to the consent of Revolving Lenders
with Revolving Exposure representing greater than 50% of the total Revolving
Exposure), be applied to satisfy other Obligations of Borrower under this
Agreement.  If Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount plus any
accrued interest



 57
 









or realized profits with respect to such amounts (to the extent not
applied as aforesaid) shall be returned to Borrower within three Business Days
after all Events of Default have been cured or waived.


(j)            Additional
Issuing Banks.  Borrower may, at any
time and from time to time, designate one or more additional Revolving Lenders
to act as an issuing bank under the terms of this Agreement, with the consent
of the Administrative Agent (which consent shall not be unreasonably withheld)
and such Revolving Lender(s).  Any Lender
designated as an issuing bank pursuant to this paragraph (j) shall be
deemed (in addition to being a Revolving Lender) to be the Issuing Bank with
respect to Letters of Credit issued or to be issued by such Revolving Lender,
and all references herein and in the other Loan Documents to the term “Issuing
Bank” shall, with respect to such Letters of Credit, be deemed to refer to such
Revolving Lender in its capacity as Issuing Bank, as the context shall require.


(k)           Resignation
or Removal of the Issuing Bank.  The
Issuing Bank may resign as Issuing Bank hereunder at any time upon at least
30 days’ prior notice to the Lenders, the Administrative Agent and
Borrower; provided that such resignation shall not be effective unless
and until a substitute or replacement Issuing Bank has been appointed.  The Issuing Bank may be replaced at any time
by written agreement among Borrower, each Agent, the replaced Issuing Bank and
the successor Issuing Bank.  The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing Bank or
any such additional Issuing Bank.  At the
time any such resignation or replacement shall become effective, Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to Section 2.05(c). 
From and after the effective date of any such resignation or replacement
or addition, as applicable, (i) the successor or additional Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued by it thereafter and
(ii) references herein to the term “Issuing Bank” shall be deemed to refer
to such successor or such addition or to any previous Issuing Bank, or to such
successor or such addition and all previous Issuing Banks, as the context shall
require.  After the resignation or
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit
issued by it prior to such resignation or replacement, but shall not be required
to issue additional Letters of Credit. 
If at any time there is more than one Issuing Bank hereunder, Borrower
may, in its discretion, select which Issuing Bank is to issue any particular
Letter of Credit.


(l)            Other.  The Issuing Bank or the Synthetic LC Issuing
Bank, as applicable, shall be under no obligation to issue any Letter of Credit
if


(i)      any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the Issuing Bank or the Synthetic LC Issuing Bank, as applicable, from
issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing
Bank or the Synthetic LC Issuing Bank, as applicable, or any request or
directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over the Issuing Bank or the Synthetic LC Issuing Bank,
as applicable, shall prohibit, or request that the Issuing Bank or the
Synthetic LC Issuing Bank, as applicable, refrain from, the issuance of letters
of credit generally or such Letter of Credit in particular or shall impose upon
the Issuing Bank or the Synthetic LC Issuing Bank, as applicable, with respect
to such Letter of Credit any restriction, reserve or capital requirement (for
which the Issuing Bank or the Synthetic LC Issuing Bank, as applicable, is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall impose
upon the Issuing Bank any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the Issuing Bank in good faith deems
material to it; or



 58
 









(ii)     the issuance of such Letter of Credit would
violate one or more policies of the Issuing Bank or the Synthetic LC Issuing
Bank, as applicable.


The Issuing Bank shall be under no obligation to amend
any Letter of Credit if (A) the Issuing Bank would have no obligation at
such time to issue such Revolving Letter of Credit in its amended form under
the terms hereof, or (B) the beneficiary of such Letter of Credit does not
accept the proposed amendment to such Letter of Credit.  The Synthetic LC Issuing Bank shall be under
no obligation to amend any Synthetic Letter of Credit.


SECTION 2.19   The Synthetic LC Deposit Account.


(a)           The
cash collateral for the Synthetic Letters of Credit shall be held in escrow by
UBS AG, Stamford Branch, as escrow agent, subject to disbursement in accordance
with the terms of Section 2.18 and this Section 2.19, in the
Synthetic LC Deposit Account, and no party other than UBS AG, Stamford Branch
shall have a right of withdrawal from the Synthetic LC Deposit Account or any
other right or power with respect to the cash collateral supporting the
Synthetic Letters of Credit.


(b)           Neither
Borrower nor any other Loan Party shall have any right, title or interest in or
to the cash collateral in the Synthetic LC Deposit Account and no obligations
with respect thereto (except for the reimbursement obligations provided in Section
2.18).  If, notwithstanding the
intent of the parties to this Agreement, the cash collateral in the Synthetic
LC Deposit Account is deemed to be an asset of a Loan Party, each Loan Party
shall be deemed to have granted to the Administrative Agent, as of the Closing
Date, for the sole and exclusive benefit of the Synthetic LC Issuing Bank, a
first priority security interest in and lien upon the Synthetic LC Deposit Account
and all funds deposited therein.


(c)           The
Administrative Agent shall return any amounts remaining in the Synthetic LC
Deposit Account to the Borrower following the redemption and repayment of the
Acquisition Promissory Notes and the expiration of the Synthetic Letters of
Credit.


(d)           If
the Administrative Agent is advised that deposits (in the applicable amounts)
are not being offered in the London interbank market, or the Administrative
Agent determines that adequate and fair means do not otherwise exist for
ascertaining the Benchmark LIBOR Rate, then the cash in the Synthetic LC
Deposit Account shall be invested so as to earn a return equal to the greater
of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


SECTION 2.20   Increase in Commitments.


(a)           Borrower
Request.  Borrower may by written
notice to the Administrative Agent elect to request the establishment of one or
more new Term Loan Commitments (each, an “Incremental
Term Loan Commitment”) by an amount not in excess of $20.0 million
in the aggregate and not less than $10.0 million individually.  Each such notice shall specify (i) the date
(each, an “Increase Effective Date”) on which Borrower proposes
that the increased or new Commitments shall be effective, which shall be a date
not less than 10 Business Days after the date on which such notice is delivered
to the Administrative Agent and (ii) the identity of each Eligible Assignee to
whom Borrower proposes any portion of such increased or new Commitments be
allocated and the amounts of such allocations; provided
that any existing Lender approached to provide all or a portion of the
increased or new Commitments may elect or decline, in its sole discretion, to
provide such increased or new Commitment.



 59
 









(b)           Conditions.
 The increased or new Commitments shall
become effective, as of such Increase Effective Date; provided
that:


(i)      each of the conditions set forth in Section
4.02 shall be satisfied;


(ii)     no Default shall have occurred and be
continuing or would result from the borrowings to be made on the Increase
Effective Date;


(iii)    after giving pro forma effect to the
borrowings to be made on the Increase Effective Date and to any change in
Consolidated EBITDA and any increase in Indebtedness resulting from the
consummation of any Permitted Acquisition concurrently with such borrowings as
of the date of the most recent financial statements delivered pursuant to Section
5.01(a) or (b), Borrower shall be in compliance with each of the
covenants set forth in Section 6.10 and the Total Leverage Ratio shall
not be greater than the lesser of (a) 3.75:1.0 and the maximum Total Leverage
Ratio that is then applicable pursuant to Section 6.10(a) hereof;


(iv)    [Reserved]; and


(v)     Borrower shall deliver or cause to be
delivered any legal opinions or other documents reasonably requested by the
Administrative Agent in connection with any such transaction.


(c)           Terms
of New Loans and Commitments.  The
terms and provisions of Loans made pursuant to the new Commitments shall be as
follows:


(i)      terms and provisions of Loans made
pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set
forth herein or in the Increase Joinder, identical to the existing Term Loans
(it being understood that Incremental Term Loans may be a part of the Term
Loans);


(ii)     the weighted average life to maturity of
any Incremental Term Loans shall be no shorter than the weighted average life
to maturity of the existing Term Loans;


(iii)    the maturity date of Incremental Term Loans
(the “Incremental Term Loan Maturity Date”)
shall not be earlier than the Final Maturity Date; and


(iv)    the Applicable Margins for the Incremental
Term Loans shall be determined by Borrower and the Lenders of the Incremental
Term Loans; provided that in the event that the Applicable
Margins for any Incremental Term Loans are greater than the Applicable Margins
for the existing Term Loans by more than 50 basis points, then the Applicable
Margins for the existing Term Loans shall be increased to the extent necessary
so that the Applicable Margins for the Incremental Term Loans are equal to the
Applicable Margins for the Term Loans; provided, further, that in determining the Applicable Margins
applicable to the existing Term Loans and the Incremental Term Loans, (x)
original issue discount (“OID”) or
upfront fees (which shall be deemed to constitute like amounts of OID) paid or
payable by Borrower to the Lenders of the existing Term Loans or the
Incremental Term Loans in the primary syndication thereof shall be included
(with OID being equated to interest based on an assumed four-year life to
maturity) and (y) customary arrangement or commitment fees payable to the
Arranger (or its affiliates) in connection with the existing Term Loans or to
one or more arrangers (or their affiliates) of the Incremental Term Loans shall
be excluded.



 60















The increased or new Commitments shall be effected by
a joinder agreement (the “Increase Joinder”)
executed by Borrower, the Administrative Agent and each Lender making such
increased or new Commitment, in form and substance satisfactory to each of
them.  The Increase Joinder may, without
the consent of any other Lenders, effect such amendments to this Agreement and
the other Loan Documents as may be necessary or appropriate, in the opinion of
the Administrative Agent, to effect the provisions of this Section 2.20.  In addition, unless otherwise specifically
provided herein, all references in Loan Documents to Term Loans shall be
deemed, unless the context otherwise requires, to include references to Incremental
Term Loans that are Term Loans made pursuant to this Agreement.


(d)           Making of New Term Loans.  On any Increase Effective Date on which new
Commitments for Term Loans are effective, subject to the satisfaction of the
foregoing terms and conditions, each Lender of such new Commitment shall make a
Term Loan to Borrower in an amount equal to its new Commitment.


(e)           Equal and Ratable Benefit.  The Loans and Commitments established
pursuant to this paragraph shall constitute Loans and Commitments under, and
shall be entitled to all the benefits afforded by, this Agreement and the other
Loan Documents, and shall, without limiting the foregoing, benefit equally and
ratably from the Guarantees and security interests created by the Security
Documents, except that the new Loans may be subordinated in right of payment or
the Liens securing the new Loans may be subordinated, in each case, as set
forth in the Increase Joinder.  The Loan
Parties shall take any actions reasonably required by the Administrative Agent
to ensure and/or demonstrate that the Lien and security interests granted by
the Security Documents continue to be perfected under the UCC or otherwise
after giving effect to the establishment of any such Class of Term Loans or any
such new Commitments.


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES


Borrower represents and warrants to the Administrative
Agent, the Collateral Agent, the Issuing Bank and each of the Lenders and each
other Loan Party, to the extent any of the following representations and
warranties relates to such Loan Party, represents and warrants to the
Administrative Agent, the Collateral Agent, the Issuing Bank and each of the
Lenders (with references to the Companies being references thereto after giving
effect to the Transactions unless otherwise expressly stated) that:


SECTION 3.01   Organization; Powers.  Each Company (a) is duly organized and
validly existing under the laws of the jurisdiction of its organization,
(b) has all requisite power and authority to carry on its business as now
conducted and to own and lease its property and (c) is qualified and in
good standing (to the extent such concept is applicable in the applicable
jurisdiction) to do business in every jurisdiction where such qualification is
required, except in such jurisdictions where the failure to so qualify or be in
good standing, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  There is no existing default under any
Organizational Document of any Company or any event which, with the giving of
notice or passage of time or both, would constitute a default by any party
thereunder.


SECTION 3.02   Authorization; Enforceability.  The Transactions to be entered into by each
Loan Party are within such Loan Party’s powers and have been duly authorized by
all necessary action on the part of such Loan Party.  This Agreement has been duly executed and
delivered by each Loan Party and constitutes, and each other Loan Document to
which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of



 61
 









such Loan Party, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at
law.


SECTION 3.03   No Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except (i) such as have been obtained or made
and are in full force and effect, (ii) filings necessary to perfect Liens
created by the Loan Documents and (iii) consents, approvals,
registrations, filings, permits or actions the failure to obtain or perform
which could not reasonably be expected to result in a Material Adverse Effect,
(b) will not violate the Organizational Documents of any Company,
(c) will not violate any Requirement of Law, (d) will not violate or
result in a default or require any consent or approval under any indenture,
agreement or other instrument binding upon any Company or its property, or give
rise to a right thereunder to require any payment to be made by any Company,
except for violations, defaults or the creation of such rights that could not
reasonably be expected to result in a Material Adverse Effect, and
(e) will not result in the creation or imposition of any Lien on any
property of any Company, except Liens created by the Loan Documents and Permitted
Liens.


SECTION 3.04   Financial Statements; Projections.


(a)           Historical Financial Statements.  Borrower has heretofore delivered to the Lenders
the consolidated balance sheets and related statements of income, stockholders’
equity and cash flows of Borrower (i) as of, and for the fiscal years
ended, December 31, 2005, December 31, 2004 and December 31,
2003, audited by and accompanied by the unqualified opinion of Deloitte &
Touche LLP, independent public accountants, and (ii) as of and for the
nine-month period ended September 30, 2006 and for the comparable period
of the preceding fiscal year, in each case, certified by the chief financial
officer of Borrower.  Such financial
statements and all financial statements delivered pursuant to Sections 5.01(a),
(b) and (c) have been prepared in accordance with GAAP and present
fairly and accurately the financial condition and results of operations and
cash flows of Borrower as of the dates and for the periods to which they relate.


(b)           No Liabilities. 
Except as set forth in the financial statements referred to in Section
3.04(a), or as will be set forth in the next financial statements to be
delivered pursuant to Section 5.01(a), (b) or (c), as
applicable, there are no liabilities of any Company of any kind, whether accrued,
contingent, absolute, determined, determinable or otherwise, which could
reasonably be expected to result in a Material Adverse Effect, and there is no
existing condition, situation or set of circumstances which could reasonably be
expected to result in such a liability, other than liabilities under the Loan
Documents.  Since December 31, 2005,
there has been no event, change, circumstance or occurrence that, individually
or in the aggregate, has had or could reasonably be expected to result in a
Material Adverse Effect.


(c)           Pro Forma Financial Statements.  Borrower has heretofore delivered to the Lenders
certain of Borrower’s unaudited pro forma
consolidated balance sheet and statements of income and cash flows information
and pro forma EBITDA, as of and for the
twelve-month period ended September 30, 2006, after giving effect to the
Transactions as if they had occurred on such date in the case of the balance
sheet and as of the beginning of all periods presented in the case of the
statements of income and cash flows. 
Such pro forma financial statements have been
prepared in good faith by the Loan Parties, based on the assumptions stated
therein (which assumptions are believed by the Loan Parties on the date hereof
and on the Closing Date to be reasonable), accurately reflect all adjustments
required to be made to give effect to the Transactions, and in accordance with
Regulation S-X and as otherwise described



 62
 









therein, and present fairly in all material
respects the pro forma consolidated financial
position and results of operations of Borrower as of such date and for such
periods, assuming that the Transactions had occurred at such dates.


(d)           Forecasts. 
The forecasts of financial performance of Borrower and its subsidiaries
furnished to the Lenders have been prepared in good faith by Borrower and based
on assumptions believed by Borrower to be reasonable.


SECTION 3.05   Properties.


(a)           Generally. 
Each Company has good title to, or valid leasehold interests in, all its
property material to its business, free and clear of all Liens except for,
Permitted Liens and, in the case of all other material property, Permitted Liens
and minor irregularities or deficiencies in title that, individually or in the
aggregate, do not interfere with its ability to conduct its business as
currently conducted or to utilize such property for its intended purpose.  The property of the Companies, taken as a
whole, (i) is in good operating order, condition and repair (ordinary wear
and tear excepted) and (ii) constitutes all the property which is required
for the business and operations of the Companies as presently conducted.


(b)           Real Property.  Schedules 8(a) and 8(b) to the
Perfection Certificate dated the Closing Date contain a true and complete list
of each interest in Real Property (i) owned by any Loan Party as of the
date hereof and describes the type of interest therein held by such Loan Party
and whether such owned Real Property is leased and if leased whether the
underlying Lease contains any option to purchase all or any portion of such
Real Property or any interest therein or contains any right of first refusal
relating to any sale of such Real Property or any portion thereof or interest
therein and (ii) leased, subleased or otherwise occupied or utilized by
any Loan Party, as lessee, sublessee, franchisee or licensee, as of the date
hereof and describes the type of interest therein held by such Loan Party and,
in each of the cases described in clauses (i) and (ii) of this Section 3.05(b),
whether any Lease requires the consent of the landlord or tenant thereunder, or
other party thereto, to the Transactions.


(c)           No Casualty Event. 
No Company has received any notice of, nor has any knowledge of, the
occurrence or pendency or contemplation of any Casualty Event affecting all or
any portion of its property.  No Mortgage
encumbers improved Real Property that is located in an area that has been
identified by the Secretary of Housing and Urban Development as an area having
special flood hazards within the meaning of the National Flood Insurance Act of
1968 unless flood insurance available under such Act has been obtained in
accordance with Section 5.04.


(d)           Collateral. 
Each Loan Party owns or has rights to use all of the Collateral and all
rights with respect to any of the foregoing used in, necessary for or material
to each Loan Party’s business as currently conducted.  The use by each Loan Party of such Collateral
and all such rights with respect to the foregoing do not infringe on the rights
of any person other than such infringement which could not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect.  No claim has been made and remains
outstanding that any Loan Party’s use of any Collateral does or may violate the
rights of any third party that could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


SECTION 3.06   Intellectual Property.


(a)           Ownership/No Claims.  Each Loan Party owns, or is licensed to use,
all patents, patent applications, trademarks, trade names, service marks,
copyrights, technology, trade secrets, proprietary



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information, domain names, know-how and
processes necessary for the conduct of its business as currently conducted (the
“Intellectual Property”), except
for those the failure to own or license which, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.  No claim has been asserted and
is pending by any person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does any Loan Party know of any valid basis for any such claim,
except for those claims which, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.  The use of such Intellectual Property by each
Loan Party does not infringe the rights of any person, except for such claims
and infringements that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.


(b)           Registrations. 
Except pursuant to licenses and other user agreements that are listed in
Schedule 12(a) or 12(b) to the Perfection Certificate, on and as
of the date hereof (i) each Loan Party owns and possesses the right to
use, and has done nothing to authorize or enable any other person to use, any
copyright, patent or trademark (as such terms are defined in the Security
Agreement) listed in Schedule 12(a) or 12(b) to the Perfection
Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b)
to the Perfection Certificate are valid and in full force and effect, except,
to the extent (i) (1) the failure of a Loan Party to own or possess the
right to use or (2) a Loan Party’s authorization or enabling of any other
person to use any such copyright, patent or trademark or (ii) the failure
to have any valid and effective registration, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


(c)           No Violations or Proceedings.  To each Loan Party’s knowledge, on and as of
the date hereof, there is no material violation by others of any right of such
Loan Party with respect to any copyright, patent or trademark listed in Schedule
12(a) or 12(b) to the Perfection Certificate, pledged by it under
the name of such Loan Party.


SECTION 3.07   Equity Interests and Subsidiaries.


(a)           Equity Interests. 
Schedules 1(a) and 10(a) to the Perfection Certificate
dated the Closing Date set forth a list of (i) all the Subsidiaries of
Borrower and their jurisdictions of organization as of the Closing Date and
(ii) the number of each class of their respective Equity Interests
authorized, and the number outstanding, on the Closing Date and the number of
shares covered by all outstanding options, warrants, rights of conversion or
purchase and similar rights at the Closing Date.  All Equity Interests of each Company are duly
and validly issued and are fully paid and non-assessable, and, other than the Equity
Interests of Borrower, are owned by Borrower, directly or indirectly through
Wholly Owned Subsidiaries.  Each Loan
Party is the record and beneficial owner of, and has good and marketable title
to, the Equity Interests pledged by it under the Security Agreement, free of
any and all Liens, rights or claims of other persons, except the security
interest created by the Security Agreement and Permitted Liens, and there are
no outstanding warrants, options or other rights to purchase, or shareholder,
voting trust or similar agreements outstanding with respect to, or property
that is convertible into, or that requires the issuance or sale of, any such
Equity Interests.


(b)           No Consent of Third Parties Required.  No consent of any person including any other
general or limited partner, any other member of a limited liability company,
any other shareholder or any other trust beneficiary is necessary or reasonably
desirable (from the perspective of a secured party) in connection with the
creation, perfection or first priority status of the security interest of the
Collateral Agent in any Equity Interests pledged to the Collateral Agent for
the benefit of the Secured Parties



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under the Security Agreement or the exercise
by the Collateral Agent of the voting or other rights provided for in the
Security Agreement or the exercise of remedies in respect thereof.


(c)           Organizational Chart.  An accurate organizational chart, showing the
ownership structure of Borrower and each Subsidiary on the Closing Date, and
after giving effect to the Transactions, is set forth on Schedule 10(a)
to the Perfection Certificate dated the Closing Date.


SECTION 3.08   Litigation; Compliance with Laws.  There are no actions, suits or proceedings at
law or in equity by or before any Governmental Authority now pending or, to the
knowledge of any Company, threatened against or affecting any Company or any
business, property or rights of any Company (i) that involve any Loan
Document or any of the Transactions or (ii) that could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect.  Except for matters covered by Section 3.18,
no Company or any of its property is in violation of, nor will the continued operation
of its property as currently conducted violate, any Requirements of Law
(including any zoning or building ordinance, code or approval or any building
permits) or any restrictions of record or agreements affecting any Company’s
Real Property or is in default with respect to any Requirement of Law, where
such violation or default, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.


SECTION 3.09   Agreements.  No Company is a party to any agreement or
instrument or subject to any corporate or other constitutional restriction that
has resulted or could reasonably be expected to result in a Material Adverse
Effect.  No Company is in default in any
manner under any provision of any indenture or other agreement or instrument
evidencing Indebtedness, or any other agreement or instrument to which it is a
party or by which it or any of its property is or may be bound, where such default
could reasonably be expected to result in a Material Adverse Effect, and no
condition exists which, with the giving of notice or the lapse of time or both,
would constitute such a default.  Schedule 3.09
accurately and completely lists all material agreements (other than leases of
Real Property set forth on Schedule 8(a) or 8(b) to the
Perfection Certificate dated the Closing Date) to which any Company is a party
which are in effect on the date hereof in connection with the operation of the
business conducted thereby and Borrower has delivered to the Administrative
Agent complete and correct copies of all such material agreements, including
any amendments, supplements or modifications with respect thereto, and all such
agreements are in full force and effect.


SECTION 3.10   Federal Reserve Regulations.  No Company is engaged principally, or as one
of its important activities, in the business of extending credit for the
purpose of buying or carrying Margin Stock. 
No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is
inconsistent with, the provisions of the regulations of the Board, including
Regulation T, U or X.  The pledge of the
Securities Collateral pursuant to the Security Agreement does not violate such
regulations.


SECTION 3.11   Investment Company Act.  No Company is an “investment company” or a
company “controlled” by an “investment company,” as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended.


SECTION 3.12   Use of Proceeds.  Borrower will use the proceeds of
(a) the Term Loans made pursuant to Section 2.01(a) on the Closing
Date to cash collateralize the Synthetic Letters of Credit to provide credit
support for the Acquisition Promissory Notes and, when the Acquisition Promissory
Notes become due, to pay the Acquisition Promissory Notes, which were issued
as, together with the



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Equity Financing, consideration for the Acquisition,
(b) the Synthetic Letters of Credit to provide credit support for the
Acquisition Promissory Notes, and (c) the Term Loans (if any) made
pursuant to Section 2.20, the Revolving Loans and Swingline Loans after
the Closing Date for general corporate purposes (including to effect Permitted
Acquisitions), it being understood that Revolving Loans may be made on the Closing
Date for ordinary course working capital purposes only.


SECTION 3.13   Taxes. 
Each Company has (a) timely filed or caused to be timely filed all
federal Tax Returns and all material state, local and foreign Tax Returns or
materials required to have been filed by it and all such Tax Returns are true
and correct in all material respects and (b) duly and timely paid,
collected or remitted or caused to be duly and timely paid, collected or
remitted all Taxes (whether or not shown on any Tax Return) due and payable,
collectible or remittable by it and all assessments received by it, except
Taxes (i) that are being contested in good faith by appropriate
proceedings and for which such Company has set aside on its books adequate
reserves in accordance with GAAP and (ii) which could not, individually or
in the aggregate, have a Material Adverse Effect.  Each Company has made adequate provision in
accordance with GAAP for all Taxes not yet due and payable.  No Loan Party is aware of any proposed or
pending tax assessments, deficiencies or audits that could be reasonably expected
to, individually or in the aggregate, result in a Material Adverse Effect.  No Company has ever been a party to any
understanding or arrangement constituting a “tax shelter” within the meaning of
Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or
has ever “participated” in a “reportable transaction” within the meaning of
Treasury Regulation Section 1.6011-4, except as could not be reasonably
expected to, individually or in the aggregate, result in a Material Adverse
Effect.


SECTION 3.14   No Material Misstatements.  No information, report, financial statement,
certificate, Borrowing Request, LC Request, exhibit or schedule furnished by or
on behalf of any Company to the Administrative Agent or any Lender in
connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto, taken as a whole, or the Confidential Information
Memorandum contained or contains any material misstatement of fact or omitted
or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were or are made, not
misleading as of the date such information is dated or certified; provided that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a
forecast or projection, each Loan Party represents only that it acted in good
faith and utilized reasonable assumptions and due care in the preparation of
such information, report, financial statement, exhibit or schedule.


SECTION 3.15   Labor Matters.  As of the Closing Date, there are no strikes,
lockouts or slowdowns against any Company pending or, to the knowledge of any
Company, threatened, which could reasonably be expected to result in a Material
Adverse Effect.  The hours worked by and
payments made to employees of any Company have not been in violation of the
Fair Labor Standards Act of 1938, as amended, or any other applicable federal,
state, local or foreign law dealing with such matters in any manner which could
reasonably be expected to result in a Material Adverse Effect.  All payments due from any Company, or for
which any claim may be made against any Company, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of such Company except where the failure to
do so could not reasonably be expected to result in a Material Adverse
Effect.  The consummation of the
Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which any Company is bound.


SECTION 3.16   Solvency.  Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan and after giving effect



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to the application of the proceeds of each Loan,
(a) the fair value of the properties of (i) Borrower (individually
and on a consolidated basis with its Subsidiaries) and (ii) the Loan
Parties will exceed its or their, as the case may be, debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value
of the property of (i) Borrower (individually and on a consolidated basis
with its Subsidiaries) and (ii) the Loan Parties will be greater than the
amount that will be required to pay the probable liability of its or their, as
the case may be, debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured;
(c) (i) the Borrower (individually and on a consolidated basis with
its Subsidiaries) and (ii) the Loan Parties will be able to pay its or their,
as the case may be, debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and
(d) (i) the Borrower (individually and on a consolidated basis with
its Subsidiaries) and (ii) the Loan Parties will not have unreasonably
small capital with which to conduct its or their, as the case may be, business
in which it is or they are engaged as such business is now conducted and is
proposed to be conducted following the Closing Date.


SECTION 3.17   Employee Benefit Plans.  Each Company and its ERISA Affiliates is in
compliance in all material respects with the applicable provisions of ERISA and
the Code and the regulations and published interpretations thereunder.  No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of any Loan Party
or the imposition of a Lien on any of the property of any Company.  The present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not,
as of the date of the most recent financial statements reflecting such amounts,
exceed by more than $250,000 the fair market value of the property of all such
underfunded Plans.  Using actuarial
assumptions and computation methods consistent with subpart I of subtitle E of
Title IV of ERISA, the aggregate liabilities of each Company or its ERISA
Affiliates to all Multiemployer Plans in the event of a complete withdrawal
therefrom, as of the close of the most recent fiscal year of each such
Multiemployer Plan, could not reasonably be expected to result in a Material Adverse
Effect.


SECTION 3.18   Environmental Matters.


(a)           Except as, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect:


(i)      The
Companies and their businesses, operations and Real Property are in compliance
with, and the Companies have no liability under, any applicable Environmental
Law; and under the currently effective business plan of the Companies, no
expenditures or operational adjustments will be required in order to comply
with applicable Environmental Laws during the next five years;


(ii)     The
Companies have obtained all Environmental Permits required for the conduct of
their businesses and operations, and the ownership, operation and use of their
property, under Environmental Law, all such Environmental Permits are valid and
in good standing and, under the currently effective business plan of the
Companies, no expenditures or operational adjustments will be required in order
to renew or modify such Environmental Permits during the next five years;


(iii)    There
has been no Release or threatened Release of Hazardous Material on, at, under
or from any Real Property or facility presently or formerly owned, leased or
operated by



 67
 









the Companies or their predecessors in
interest that could result in liability by the Companies under any applicable
Environmental Law;


(iv)    There
is no Environmental Claim pending or, to the knowledge of the Companies,
threatened against the Companies, or relating to the Real Property currently or
formerly owned, leased or operated by the Companies or their predecessors in
interest or relating to the operations of the Companies, and there are no
actions, activities, circumstances, conditions, events or incidents that could
form the basis of such an Environmental Claim; and


(v)     No
person with an indemnity or contribution obligation to the Companies relating
to compliance with or liability under Environmental Law is in default with
respect to such obligation.


(b)           Except as could not reasonably be expected to have a
Material Adverse Effect:


(i)      No
Company is obligated to perform any action or otherwise incur any expense under
Environmental Law pursuant to any order, decree, judgment or agreement by which
it is bound or has assumed by contract, agreement or operation of law, and no
Company is conducting or financing any Response pursuant to any Environmental
Law with respect to any Real Property or any other location;


(ii)     No
Real Property or facility owned, operated or leased by the Companies and, to
the knowledge of the Companies, no Real Property or facility formerly owned,
operated or leased by the Companies or any of their predecessors in interest is
(i) listed or proposed for listing on the National Priorities List
promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental
Response, Compensation and Liability Information System promulgated pursuant to
CERCLA or (iii) included on any similar list maintained by any
Governmental Authority including any such list relating to petroleum;


(iii)    No
Lien has been recorded or, to the knowledge of any Company, threatened under
any Environmental Law with respect to any Real Property or other assets of the
Companies;


(iv)    The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not require any notification,
registration, filing, reporting, disclosure, investigation, remediation or
cleanup pursuant to any Governmental Real Property Disclosure Requirements or
any other applicable Environmental Law; and


(v)     The
Companies have made available to the Lenders all material records and files in
the possession, custody or control of, or otherwise reasonably available to,
the Companies concerning compliance with or liability under Environmental Law,
including those concerning the actual or suspected existence of Hazardous
Material at Real Property or facilities currently or formerly owned, operated,
leased or used by the Companies.


SECTION 3.19   Insurance.  Schedule 3.19 sets forth a true,
complete and correct description of all insurance maintained by each Company as
of the Closing Date.  All insurance maintained
by the Companies is in full force and effect, all premiums have been duly paid,
no Company has received notice of violation or cancellation thereof, the
Premises, and the use, occupancy and operation thereof, comply in all material
respects with all Insurance Requirements, and there exists no material default
under any Insurance Requirement.  Each
Company has insurance in such amounts and covering such risks and



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liabilities as are customary for companies of a similar
size engaged in similarbusinesses in similar locations.


SECTION 3.20   Security Documents.


(a)           Security Agreement. 
The Security Agreement is effective to create in favor of the Collateral
Agent for the benefit of the Secured Parties, legal, valid and enforceable
Liens on, and security interests in, the Security Agreement Collateral and,
when (i) financing statements and other filings in appropriate form are
filed in the offices specified on Schedule 7 to the Perfection
Certificate and (ii) upon the taking of possession or control by the
Collateral Agent of the Security Agreement Collateral with respect to which a
security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is required by each Security
Agreement), the Liens created by the Security Agreement shall constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the grantors in the Security Agreement Collateral (other than such Security
Agreement Collateral in which a security interest cannot be perfected under the
UCC as in effect at the relevant time in the relevant jurisdiction), in each
case prior and superior in right to any other Lien other than Permitted Liens.


(b)           PTO Filing; Copyright Office Filing.  When the Security Agreement or a short form
thereof is filed in the United States Patent and Trademark Office and the
United States Copyright Office, the Liens created by such Security Agreement
shall constitute fully perfected Liens on, and security interests in, all
right, title and interest of the grantors thereunder in Patents (as defined in
the Security Agreement) registered or applied for with the United States Patent
and Trademark Office or Copyrights (as defined in such Security Agreement)
registered or applied for with the United States Copyright Office, as the case
may be, in each case subject to no Liens other than Permitted Liens.


(c)           Mortgages.  Each
Mortgage is effective to create, in favor of the Collateral Agent, for its
benefit and the benefit of the Secured Parties, legal, valid and enforceable
Liens on, and security interests in, all of the Loan Parties’ right, title and
interest in and to the Mortgaged Properties thereunder and the proceeds
thereof, subject only to Permitted Liens or other Liens acceptable to the Collateral
Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a)
to the Perfection Certificate dated the Closing Date (or, in the case of any
Mortgage executed and delivered after the date thereof in accordance with the
provisions of Sections 5.11 and 5.12, when such Mortgage is
filed in the offices specified in the local counsel opinion delivered with respect
thereto in accordance with the provisions of Sections 5.11 and 5.12),
the Mortgages shall constitute fully perfected Liens on, and security interests
in, all right, title and interest of the Loan Parties in the Mortgaged Properties
and the proceeds thereof, in each case prior and superior in right to any other
person, other than Liens permitted by such Mortgage (including Permitted
Liens).


(d)           Valid Liens. 
Each Security Document delivered pursuant to Sections 5.11
and 5.12 will, upon execution and delivery thereof, be effective to
create or perfect in favor of the Collateral Agent, for the benefit of the
Secured Parties, legal, valid and enforceable Liens on, and security interests
in, all of the Loan Parties’ right, title and interest in and to the Collateral
thereunder, and (i) when all appropriate filings or recordings are made in
the appropriate offices as may be required under applicable law and
(ii) upon the taking of possession or control by the Collateral Agent of
such Collateral with respect to which a security interest may be perfected only
by possession or control (which possession or control shall be given to the Collateral
Agent to the extent required by any Security Document), such Security Document
will constitute fully perfected Liens on, and security interests in, all right,
title and interest of



 69
 









the Loan Parties in such Collateral, in each
case subject to no Liens other than the applicable Permitted Liens.


SECTION 3.21   Acquisition Documents; Representations and
Warranties in Acquisition Agreement. 
Schedule 3.21 lists (i) each exhibit, schedule, annex
or other attachment to the Acquisition Agreement and (ii) each agreement
and each material certificate, instrument, letter or other document
contemplated by the Acquisition Agreement or any item referred to in
clause (i) to be entered into, executed or delivered or to become
effective in connection with the Acquisition or otherwise entered into,
executed or delivered in connection with the Acquisition.  The Lenders have been furnished true and
complete copies of each Acquisition Document to the extent executed and delivered
on or prior to the Closing Date.  All
representations and warranties of each Company set forth in the Acquisition
Agreement were true and correct in all material respects as of the time such
representations and warranties were made and shall be true and correct in all
material respects as of the Closing Date as if such representations and warranties
were made on and as of such date, unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date.


SECTION 3.22   Anti-Terrorism Law.


(a)           No Loan Party and, to the knowledge of the Loan Parties,
none of its Affiliates is in violation of any Requirement of Law relating to
terrorism or money laundering (“Anti-Terrorism
Laws”), including Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001 (the “Executive
Order”), and the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public
Law 107-56.


(b)           No Loan Party and to the knowledge of the Loan Parties, no
Affiliate or broker or other agent of any Loan Party acting or benefiting in
any capacity in connection with the Loans is any of the following:


(i)      a
person that is listed in the annex to, or is otherwise subject to the provisions
of, the Executive Order;


(ii)     a
person owned or controlled by, or acting for or on behalf of, any person that
is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order;


(iii)    a
person with which any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law;


(iv)    a
person that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order; or


(v)     a
person that is named as a “specially designated national and blocked person” on
the most current list published by the U.S. Treasury Department Office of
Foreign Assets Control (“OFAC”) at
its official website or any replacement website or other replacement official
publication of such list.


(c)           No Loan Party and, to the knowledge of the Loan Parties,
no broker or other agent of any Loan Party acting in any capacity in connection
with the Loans (i) conducts any business or engages in making or receiving
any contribution of funds, goods or services to or for the benefit of any
person described in paragraph (b) above, (ii) deals in, or otherwise
engages in any transaction relating to,



 70
 









any property or interests in property blocked
pursuant to the Executive Order, or (iii) engages in or conspires to engage
in any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law.


ARTICLE
IV


CONDITIONS
TO CREDIT EXTENSIONS


SECTION 4.01   Conditions to Initial Credit Extension.  The obligation of each Lender and, if
applicable, each Issuing Bank to fund the initial Credit Extension requested to
be made by it shall be subject to the prior or concurrent satisfaction of each
of the conditions precedent set forth in this Section 4.01.


(a)           Loan Documents. 
All legal matters incident to this Agreement, the Credit Extensions
hereunder and the other Loan Documents shall be reasonably satisfactory to the
Lenders, to the Issuing Bank and to the Administrative Agent and there shall
have been delivered to the Administrative Agent an executed counterpart of each
of the Loan Documents and the Perfection Certificate.


(b)           Corporate Documents.  The Administrative Agent shall have received:


(i)      a
certificate of the secretary or assistant secretary of each Loan Party dated
the Closing Date, certifying (A) that attached thereto is a true and
complete copy of each Organizational Document of such Loan Party certified (to
the extent applicable) as of a recent date by the Secretary of State of the
state of its organization, (B) that attached thereto is a true and
complete copy of resolutions duly adopted by the Board of Directors of such
Loan Party authorizing the execution, delivery and performance of the Loan
Documents to which such person is a party and, in the case of Borrower, the
borrowings hereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect and (C) as to the
incumbency and specimen signature of each officer executing any Loan Document
or any other document delivered in connection herewith on behalf of such Loan
Party (together with a certificate of another officer as to the incumbency and
specimen signature of the secretary or assistant secretary executing the
certificate in this clause (i));


(ii)     a
certificate as to the good standing of each Loan Party (in so-called “long-form”
if available) as of a recent date, from the Secretary of State (or other
applicable Governmental Authority of its jurisdiction of organization); and


(iii)    such
other documents as the Lenders, the Issuing Bank or the Administrative Agent
may reasonably request.


(c)           Officers’ Certificate.  The Administrative Agent shall have received
a certificate, dated the Closing Date and signed by the chief executive officer
and the chief financial officer of Borrower, confirming compliance with the
conditions precedent set forth in this Section 4.01 and Sections
4.02(b), (c) and (d).


(d)           Financings and Other Transactions, etc.


(i)      The Transactions shall have been consummated or shall be
consummated simultaneously on the Closing Date, in each case in all material
respects in accordance with the terms hereof and the terms of the Transaction
Documents, without the waiver or amendment of any such terms not



 71
 









approved by
the Administrative Agent and the Arranger other than any waiver or amendment
thereof that is not materially adverse to the interests of the Lenders.


(ii)     The Equity Financing shall have been consummated.  The terms of the Equity Financing shall not
require any payments or other distributions of cash or property in respect
thereof other than payments in kind, or any purchases, redemptions or other
acquisitions thereof for cash or property other than payments in kind, in each
case prior to the payment in full of all obligations under the Loan Documents,
except as permitted by the Loan Documents.


(iii)    The Lenders shall be reasonably satisfied with the management,
capitalization, the terms and conditions of any equity arrangements and the
corporate or other organizational structure of the Companies (after giving
effect to the Transactions) and any indemnities, employment and other arrangements
entered into in connection with the Transactions.


(e)           Financial Statements; Pro Forma Balance Sheet; Projections.  The Lenders shall have received and shall be
reasonably satisfied with the form and substance of the financial statements
described in Section 3.04 and with the forecasts of the financial
performance of Borrower, Oxford and their respective Subsidiaries.


(f)            Indebtedness and Minority Interests.  After giving effect to the Transactions and
the other transactions contemplated hereby, no Company shall have outstanding
any Indebtedness or preferred stock other than (i) the Loans and Credit
Extensions hereunder, (ii) the Indebtedness listed on Schedule 6.01(b),
(iii) Indebtedness in respect of Purchase Money Obligations, Capital Lease
Obligations and synthetic lease obligations permitted by Section 6.01(e),
and (iv) Indebtedness owed to Borrower or any Guarantor.


(g)           Opinions of Counsel.  The Administrative Agent shall have received,
on behalf of itself, the other Agents, the Arranger, the Lenders and the Issuing
Bank, a favorable written opinion of (i) Latham & Watkins LLP, special
counsel for the Loan Parties, (ii) each local counsel listed on Schedule 4.01(g),
in each case, (A) dated the Closing Date, (B) addressed to the
Agents, the Issuing Bank and the Lenders and (C) covering the matters set
forth in Exhibit N and such other matters relating to the Loan Documents
and the Transactions as the Administrative Agent shall reasonably request, and
(iii) a copy of each legal opinion, if any, delivered under the other
Transaction Documents, accompanied by reliance letters from the party delivering
such opinion authorizing the Agents, Lenders and the Issuing Bank to rely
thereon as if such opinion were addressed to them.


(h)           Solvency Certificate.  The Administrative Agent shall have received
a solvency certificate in the form of Exhibit O, dated the Closing
Date and signed by the chief financial officer of Borrower.


(i)            Requirements of Law.  The Lenders shall be reasonably satisfied
that Borrower, its Subsidiaries and the Transactions shall be in full
compliance with all material Requirements of Law, including Regulations T, U
and X of the Board, and shall have received reasonably satisfactory evidence of
such compliance reasonably requested by them.


(j)            Consents. 
The Lenders shall be reasonably satisfied that all requisite Governmental
Authorities and third parties shall have approved or consented to the
Transactions, and there shall be no governmental or judicial action, actual or
threatened, that has or would have, singly or in the aggregate,



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a reasonable likelihood of restraining,
preventing or imposing burdensome conditions on the Transactions or the other
transactions contemplated hereby.


(k)           Litigation. 
There shall be no litigation, public or private, or administrative proceedings,
governmental investigation or other legal or regulatory developments, actual or
threatened, that, singly or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect, or could materially and adversely affect
the ability of Borrower and the Subsidiaries to fully and timely perform their
respective obligations under the Transaction Documents, or the ability of the
parties to consummate the financings contemplated hereby or the other Transactions.


(l)            Sources and Uses. 
The sources and uses of the Loans shall be as set forth in Section
3.12.


(m)          Fees.  The
Arranger and Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the Closing Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses
(including the legal fees and expenses of Cahill Gordon & Reindel LLP, special counsel to the Agents, and
the fees and expenses of any local counsel, foreign counsel, appraisers,
consultants and other advisors) required to be reimbursed or paid by Borrower
hereunder or under any other Loan Document.


(n)           Existing Indebtedness.  The Administrative Agent shall have received
payoff letters, UCC termination statements and other lien release documents, in
form and substance reasonably satisfactory to the Administrative Agent with
respect to any Indebtedness being repaid on the Closing Date and Liens being
terminated on the Closing Date.


(o)           Personal Property Requirements.  The Collateral Agent shall have received:


(i)      all certificates, agreements or
instruments representing or evidencing the Securities Collateral accompanied by
instruments of transfer and stock powers undated and endorsed in blank;


(ii)     the Intercompany Note executed by and among
Borrower and each of its Subsidiaries, accompanied by instruments of transfer
undated and endorsed in blank;


(iii)    all other certificates, agreements,
including Control Agreements, or instruments necessary to perfect the
Collateral Agent’s security interest in all Chattel Paper, all Instruments, all
Deposit Accounts and all Investment Property of each Loan Party (as each such
term is defined in the Security Agreement and to the extent required by the
Security Agreement);


(iv)    UCC financing statements in appropriate form
for filing under the UCC, filings with the United States Patent and Trademark
Office and United States Copyright Office and such other documents under
applicable Requirements of Law in each jurisdiction as may be necessary or
appropriate or, in the opinion of the Collateral Agent, desirable to perfect
the Liens created, or purported to be created, by the Security Documents;


(v)     certified copies of UCC, United States
Patent and Trademark Office and United States Copyright Office, tax and
judgment lien searches, bankruptcy and pending lawsuit searches or equivalent
reports or searches, each of a recent date listing all effective financing
statements, lien notices or comparable documents that name any Loan Party as
debtor and that are filed in those state and county jurisdictions in which any
Loan Party is organized or maintains its principal



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place of business and
such other searches that are required by the Perfection Certificate or that the
Collateral Agent deems necessary or appropriate, none of which encumber the
Collateral covered or intended to be covered by the Security Documents (other
than Permitted Liens or any other Liens acceptable to the Collateral Agent);
and


(vi)    evidence reasonably acceptable to the
Collateral Agent of payment or arrangements for payment by the Loan Parties of
all applicable recording taxes, fees, charges, costs and expenses required for
the recording of the Security Documents.


(p)           Insurance. 
The Administrative Agent shall have received a copy of, or a certificate
as to coverage under, the insurance policies required by Section 5.04
and the applicable provisions of the Security Documents, each of which shall be
endorsed or otherwise amended to include a “standard” or “New York” lender’s
loss payable or mortgagee endorsement (as applicable) and shall name the Collateral
Agent, on behalf of the Secured Parties, as additional insured, in form and
substance reasonably satisfactory to the Administrative Agent.


(q)           USA Patriot Act. 
The Lenders shall have received, sufficiently in advance of the Closing
Date, all documentation and other information that may be required by the
Lenders in order to enable compliance with applicable “know your customer” and
anti-money laundering rules and regulations, including the United States
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
including the information described in Section 10.13.


(r)            Cash
Collateralization.  The Company Cash
Collateral shall have been deposited with the Administrative Agent in the
Synthetic LC Deposit Account.


SECTION 4.02   Conditions to All Credit Extensions.  The obligation of each Lender and each
Issuing Bank to make any Credit Extension (including the initial Credit
Extension) shall be subject to, and to the satisfaction of, each of the conditions
precedent set forth below.


(a)           Notice.  The
Administrative Agent shall have received a Borrowing Request as required by Section 2.03
(or such notice shall have been deemed given in accordance with Section 2.03)
if Loans are being requested or, in the case of the issuance, amendment,
extension or renewal of a Letter of Credit, the Issuing Bank and the
Administrative Agent shall have received an LC Request as required by Section 2.18(b)
or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and
the Administrative Agent shall have received a Borrowing Request as required by
Section 2.17(b).


(b)           No Default. 
Borrower and each other Loan Party shall be in compliance in all
material respects with all the terms and provisions set forth herein and in
each other Loan Document on its part to be observed or performed, and, at the
time of and immediately after giving effect to such Credit Extension and the
application of the proceeds thereof, no Default shall have occurred and be continuing
on such date.


(c)           Representations and Warranties.  Each of the representations and warranties
made by any Loan Party set forth in Article III hereof or in any
other Loan Document shall be true and correct in all material respects (except
that any representation and warranty that is qualified as to “materiality” or “Material
Adverse Effect” shall be true and correct in all respects) on and as of the
date of such Credit Extension with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date.



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(d)           No Legal Bar. 
No order, judgment or decree of any Governmental Authority shall purport
to restrain any Lender from making any Loans to be made by it.  No injunction or other restraining order
shall have been issued, shall be pending or noticed with respect to any action,
suit or proceeding seeking to enjoin or otherwise prevent the consummation of,
or to recover any damages or obtain relief as a result of, the transactions
contemplated by this Agreement or the making of Loans hereunder.


Each of the delivery of a Borrowing Request or an LC
Request and the acceptance by Borrower of the proceeds of such Credit Extension
shall constitute a representation and warranty by Borrower and each other Loan
Party that on the date of such Credit Extension (both immediately before and
after giving effect to such Credit Extension and the application of the
proceeds thereof) the conditions contained in Sections 4.02(b)-(d)
have been satisfied.  Borrower shall
provide such information (including calculations in reasonable detail of the
covenants in Section 6.10) as the Administrative Agent may reasonably
request to confirm that the conditions in Sections 4.02(b)-(d) have
been satisfied.


ARTICLE V


AFFIRMATIVE
COVENANTS


Each Loan Party warrants, covenants and agrees with
each Lender that so long as this Agreement shall remain in effect and until the
Commitments have been terminated and the principal of and interest on each
Loan, all Fees and all other expenses or amounts payable under any Loan
Document shall have been paid in full and all Letters of Credit have been
canceled or have expired and all amounts drawn thereunder have been reimbursed
in full, unless the Required Lenders shall otherwise consent in writing, each
Loan Party will, and will cause each of its Subsidiaries to:


SECTION
5.01             Financial Statements, Reports, etc.  Furnish
to the Administrative Agent and each Lender:


(a)           Annual
Reports.  As soon as available and in any
event within 90 days (or such earlier date on which Borrower is required
to file a Form 10-K under the Exchange Act) after the end of each fiscal year,
beginning with the fiscal year ended December 31, 2006, (i) the
consolidated and consolidating balance sheet of Borrower as of the end of such
fiscal year and related consolidated statements of income, cash flows and
stockholders’ equity for such fiscal year, in comparative form with such financial
statements as of the end of, and for, the preceding fiscal year, and notes
thereto, all prepared in accordance with Regulation S-X and accompanied by an
opinion of Deloitte & Touche LLP or other independent public accountants of
recognized national standing reasonably satisfactory to the Administrative
Agent (which opinion shall not be qualified as to scope or contain any going
concern or other qualification), stating that such financial statements fairly
present, in all material respects, the consolidated financial condition,
results of operations and cash flows of Borrower as of the dates and for the
periods specified in accordance with GAAP, (ii) a management report in a
form reasonably satisfactory to the Administrative Agent setting forth certain
statement of income items and Consolidated EBITDA of Borrower for such fiscal
year, showing variance, by dollar amount and percentage, from amounts for the
previous fiscal year and budgeted amounts, and (iii) a narrative report
and management’s discussion and analysis, in a form reasonably satisfactory to
the Administrative Agent, of the financial condition and results of operations
of Borrower for such fiscal year, as compared to amounts for the previous
fiscal year and budgeted amounts (it being understood that the information required
by clauses (i) and (iii) may be furnished in the form of a Form 10-K);



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(b)           Quarterly
Reports.  As soon as available and in
any event within 45 days (or such earlier date on which Borrower is
required to file a Form 10-Q under the Exchange Act) after the end of each of
the first three fiscal quarters of each fiscal year, beginning with the fiscal
quarter ending March 31, 2007, (i) the consolidated and consolidating
balance sheet of Borrower as of the end of such fiscal quarter and related
consolidated statements of income and cash flows for such fiscal quarter and
for the then elapsed portion of the fiscal year, in comparative form with the
consolidated statements of income and cash flows for the comparable periods in
the previous fiscal year, and notes thereto, all prepared in accordance with
Regulation S-X under the Securities Act and accompanied by a certificate of a
Financial Officer stating that such financial statements fairly present, in all
material respects, the consolidated financial condition, results of operations
and cash flows of Borrower as of the date and for the periods specified in
accordance with GAAP consistently applied, and on a basis consistent with
audited financial statements referred to in clause (a) of this Section,
subject to normal year-end audit adjustments, (ii) a management report in
a form reasonably satisfactory to the Administrative Agent setting forth certain
statement of income items and Consolidated EBITDA of Borrower for such fiscal
quarter and for the then elapsed portion of the fiscal year, showing variance,
by dollar amount and percentage, from amounts for the comparable periods in the
previous fiscal year and budgeted amounts, and (iii) a narrative report
and management’s discussion and analysis, in a form reasonably satisfactory to
the Administrative Agent, of the financial condition and results of operations
for such fiscal quarter and the then elapsed portion of the fiscal year, as
compared to the comparable periods in the previous fiscal year and budgeted
amounts (it being understood that the information required by clauses (i) and
(iii) may be furnished in the form of a Form 10-Q);


(c)           Financial
Officer’s Certificate. 
(i) Concurrently with any delivery of financial statements under Section 5.01(a)
or (b), a Compliance Certificate (A) certifying that no Default has
occurred or, if such a Default has occurred, specifying the nature and extent
thereof and any corrective action taken or proposed to be taken with respect
thereto, (B) beginning with the fiscal quarter ending March 31, 2007, setting
forth computations in reasonable detail satisfactory to the Administrative
Agent demonstrating compliance with the covenants contained in Sections 6.07(f)
and 6.10 and, concurrently with any delivery of financial statements
under Section 5.01(a) above (beginning with the fiscal year ending
December 31, 2007), setting forth Borrower’s calculation of Excess Cash Flow
and (C) showing a reconciliation of Consolidated EBITDA to the net income set
forth on the statement of income; and (ii) concurrently with any delivery
of financial statements under Section 5.01(a) above, beginning with
the fiscal year ending December 31, 2007, a report of the accounting firm
opining on or certifying such financial statements stating that in the course
of its regular audit of the financial statements of Borrower and its
Subsidiaries, which audit was conducted in accordance with generally accepted
auditing standards, such accounting firm obtained no knowledge that any Default
insofar as it relates to a financial covenant under Section 6.10 has
occurred or, if in the opinion of such accounting firm such a Default has
occurred, specifying the nature and extent thereof;


(d)           Financial
Officer’s Certificate Regarding Collateral. 
Concurrently with any delivery of financial statements under Section 5.01(a),
a certificate of a Financial Officer setting forth the information required
pursuant to the Perfection Certificate Supplement or confirming that there has
been no change in such information since the date of the Perfection Certificate
or latest Perfection Certificate Supplement;


(e)           Public
Reports.  Promptly after the same
become publicly available, copies of all periodic and other reports, proxy
statements and other materials filed by any Company with the



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Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or
distributed to holders of its Indebtedness pursuant to the terms of the
documentation governing such Indebtedness (or any trustee, agent or other representative
therefor), as the case may be;


(f)            Management
Letters.  Promptly after the receipt
thereof by any Company, a copy of any “management letter” received by any such
person from its certified public accountants and the management’s responses
thereto;


(g)           Budgets.  Within 45 days after the beginning of
each fiscal year (beginning with the budget for the fiscal year ending December
31, 2008), a budget for Borrower in form reasonably satisfactory to the
Administrative Agent, but to include balance sheets, statements of income and
sources and uses of cash, for each month of such fiscal year prepared in
detail, in each case, with appropriate presentation and discussion of the
principal assumptions upon which such budgets are based, accompanied by the
statement of a Financial Officer of Borrower to the effect that the budget of
Borrower is based on assumptions believed at the time to be reasonable and,
promptly when available, any significant revisions of such budget;


(h)           Organization.  Concurrently with any delivery of financial
statements under Section 5.01(a), an accurate organizational chart
as required by Section 3.07(c), or confirmation that there are no
changes to Schedule 10(a) to the Perfection Certificate;


(i)            Organizational
Documents.  Promptly provide copies
of any Organizational Documents that have been amended or modified in
accordance with the terms hereof and deliver a copy of any notice of default
given or received by any Company under any Organizational Document within 15
days after such Company gives or receives such notice; and


(j)            Other
Information.  Promptly, from time to
time, such other information regarding the operations, business affairs and
financial condition of any Company, or compliance with the terms of any Loan
Document, as the Administrative Agent or any Lender may reasonably request.


SECTION 5.02   Litigation and Other Notices.  Furnish to the Administrative Agent and each
Lender written notice of the following promptly (and, in any event, within five
Business Days of the Borrower obtaining knowledge of the occurrence thereof):


(a)           any
Default, specifying the nature and extent thereof and the corrective action (if
any) taken or proposed to be taken with respect thereto;


(b)           the
filing or commencement of, or any written threat or written notice of intention
of any person to file or commence, any action, suit, litigation or proceeding,
whether at law or in equity by or before any Governmental Authority,
(i) against any Company or any Affiliate thereof that could reasonably be
expected to result in a Material Adverse Effect or (ii) with respect to
any Loan Document;


(c)           any
development that has resulted in, or could reasonably be expected to result in
a Material Adverse Effect;


(d)           the
occurrence of a Casualty Event; and



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(e)           (i) the
incurrence of any material Lien (other than Permitted Liens) on, or claim
asserted against any of the Collateral or (ii) the occurrence of any other
event which could materially affect the value of the Collateral.


SECTION 5.03   Existence; Businesses and Properties.


(a)           Do or cause to be done all things necessary to preserve, renew
and maintain in full force and effect its legal existence, except as otherwise
expressly permitted under Section 6.05 or Section 6.06
or, in the case of any Subsidiary, where the failure to perform such
obligations, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.


(b)           Do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights, licenses,
permits, privileges, franchises, authorizations, patents, copyrights,
trademarks and trade names material to the conduct of its business; maintain
and operate such business in substantially the manner in which it is presently
conducted and operated; comply with all applicable Requirements of Law
(including any and all zoning, building, Environmental Law, ordinance, code or
approval or any building permits or any restrictions of record or agreements
affecting the Real Property) and decrees and orders of any Governmental
Authority, whether now in effect or hereafter enacted, except where the failure
to comply, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect; pay and perform in all material
respects its obligations under all material Leases; pay and perform its
obligations under all Transaction Documents; and at all times maintain,
preserve and protect all property material to the conduct of such business and
keep such property in good repair, working order and condition (other than wear
and tear occurring in the ordinary course of business) and from time to time
make, or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b)
shall prevent (i) sales of property, consolidations or mergers by or involving
any Company in accordance with Section 6.05 or Section 6.06;
(ii) the withdrawal by any Company of its qualification as a foreign
corporation in any jurisdiction where such withdrawal, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect; or (iii) the abandonment by any Company of any rights, franchises,
licenses, trademarks, trade names, copyrights or patents that such person reasonably
determines are not useful to its business or no longer commercially desirable.


SECTION 5.04   Insurance.


(a)           Generally. 
Keep its insurable property adequately insured at all times by financially
sound and reputable insurers and maintain such other insurance, in each case,
to such extent and against such risks as is customary with companies in the
same or similar businesses operating in the same or similar locations,
including insurance with respect to Mortgaged Properties and other properties
material to the business of the Companies against such casualties and
contingencies and of such types and in such amounts with such deductibles as is
customary in the case of similar businesses operating in the same or similar
locations; provided
that with respect to physical hazard insurance, neither the Collateral Agent
nor the applicable Company shall agree to the adjustment of any claim
thereunder without the consent of the other (such consent not to be unreasonably
withheld or delayed); provided, further, that no consent of any Company shall be required
during an Event of Default.


(b)           Requirements of Insurance.  All such insurance shall (i) provide
that no cancellation in coverage thereof shall be effective until at least
30 days after receipt by the Collateral Agent of written notice thereof,
(ii) name the Collateral Agent as mortgagee (in the case of property
insurance) or



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additional insured on behalf of the Secured
Parties (in the case of liability insurance) or loss payee (in the case of
property insurance), as applicable, (iii) if reasonably requested by the
Collateral Agent, include a breach of warranty clause and (iv) be
reasonably satisfactory in all other respects to the Collateral Agent.  The Collateral Agent acknowledges that the
insurance in effect on the Closing Date is satisfactory as of the Closing Date.


(c)           Notice to Agents. 
Notify the Administrative Agent and the Collateral Agent immediately whenever
any separate insurance concurrent in form or contributing in the event of loss
with that required to be maintained under this Section 5.04 is
taken out by any Loan Party, and promptly deliver to the Administrative Agent
and the Collateral Agent a duplicate original copy of such policy or policies.


(d)           Flood Insurance. 
With respect to each Mortgaged Property, obtain flood insurance in
compliance with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as amended from time to time.


(e)           Broker’s Report. 
Deliver to the Administrative Agent and the Collateral Agent and the
Lenders a report of a reputable insurance broker with respect to such insurance
and such supplemental reports with respect thereto as the Administrative Agent
or the Collateral Agent may from time to time reasonably request but not more
than one per fiscal year.


(f)            Mortgaged Properties.  No Loan Party that is an owner of Mortgaged
Property shall take any action that is reasonably likely to be the basis for
termination, revocation or denial of any insurance coverage required to be maintained
under such Loan Party’s respective Mortgage or that could reasonably be likely
to be the basis for a defense to any claim under any Insurance Policy
maintained in respect of the Premises, and each Loan Party shall otherwise
comply in all material respects with all Insurance Requirements in respect of
the Premises; provided, however,
that each Loan Party may, at its own expense and, if an Event of Default has
occurred and is continuing, after written notice to the Administrative Agent,
(i) contest the applicability or enforceability of any such Insurance
Requirements by appropriate legal proceedings, the prosecution of which does
not constitute a basis for cancellation or revocation of any insurance coverage
required under this Section 5.04 or (ii) cause the Insurance
Policy containing any such Insurance Requirement to be replaced by a new policy
complying with the provisions of this Section 5.04.


SECTION 5.05   Obligations and Taxes.


(a)           Payment of Obligations.  Pay its Indebtedness and other obligations
promptly and in accordance with their terms and pay and discharge promptly when
due all Taxes, assessments and governmental charges or levies imposed upon it
or upon its income or profits or in respect of its property, before the same
shall become delinquent or in default, as well as all lawful claims for labor,
services, materials and supplies or otherwise that, if unpaid, might give rise
to a Lien other than a Permitted Lien upon such properties or any part thereof;
provided that such payment and discharge
shall not be required with respect to any such Indebtedness, obligation, Tax,
assessment, charge, levy or claim so long as (x)(i) the validity or amount
thereof shall be contested in good faith by appropriate proceedings timely
instituted and diligently conducted and the applicable Company shall



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have set aside on its books adequate reserves
or other appropriate provisions with respect thereto in accordance with GAAP,
(ii) such contest operates to suspend collection of the contested
obligation, Tax, assessment or charge and enforcement of a Lien, if applicable,
other than a Permitted Lien and (iii) in the case of Collateral, the
applicable Company shall have otherwise complied with the Contested Collateral
Lien Conditions and (y) the failure to pay could not reasonably be expected to
result in a Material Adverse Effect.


(b)           Filing of Returns. 
Timely and correctly file all material Tax Returns required to be filed
by it.  Withhold, collect and remit all
material Taxes that it is required to collect, withhold or remit.


(c)           Tax Shelter Reporting.  Borrower does not intend to treat the Loans
as being a “reportable transaction” within the meaning of Treasury Regulation
Section 1.6011-4.  In the event Borrower
determines to take any action inconsistent with such intention, it will
promptly notify the Administrative Agent thereof.


SECTION 5.06   Employee Benefits.  (a) Comply in all material respects with
the applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent (x) as soon as possible after, and in any event
within 5 Business Days after any Responsible Officer of any Company knows
or has reason to know that, any ERISA Event has occurred that, alone or
together with any other ERISA Event could reasonably be expected to result in
liability of the Companies in an aggregate amount exceeding $500,000 or the
imposition of a Lien, a statement of a Financial Officer of Borrower setting
forth details as to such ERISA Event and the action, if any, that the Companies
propose to take with respect thereto, and (y) upon request by the
Administrative Agent, copies of (i) each Schedule B (Actuarial Information)
to the annual report (Form 5500 Series) filed by any Company or, to the extent
available to any Company, any ERISA Affiliate with the Internal Revenue Service
with respect to each Plan; (ii) the most recent actuarial valuation report
for each Plan; (iii) all notices received by any Company, to the extent
available to any Company or, any ERISA Affiliate from a Multiemployer Plan
sponsor or any governmental agency concerning an ERISA Event; and
(iv) such other documents or governmental reports or filings relating to
any Plan (or employee benefit plan sponsored or contributed to by any Company)
as the Administrative Agent shall reasonably request.


SECTION 5.07   Maintaining Records; Access to Properties and
Inspections; Annual Meetings.


(a)           Keep proper books of record and account in which full,
true and correct entries in conformity with GAAP and all Requirements of Law
are made of all dealings and transactions in relation to its business and
activities.  Each Company will permit any
representatives designated by the Administrative Agent or any Lender to visit
and inspect the financial records and the property of such Company at
reasonable times and as often as reasonably requested and to make extracts from
and copies of such financial records, and permit any representatives designated
by the Administrative Agent or any Lender to discuss the affairs, finances,
accounts and condition of any Company with the officers and employees thereof
and advisors therefor (including independent accountants); provided
that in the absence of an Event of Default, (i) no more than one such
visit for the Administrative Agent and the Lenders will be permitted in a year
at the Borrower’s expense and (ii) if Borrower pays for a Lender to visit
the Borrower in connection with the meeting described in Section 5.07(b),
then Borrower shall not be required to pay for an additional visit by such
Lender pursuant to this Section 5.07(a). 
So long as no Default or Event of Default has occurred and is
continuing, Borrower shall be permitted to coordinate the visits and inspections
of individual Lenders to minimize inconvenience.


(b)           Within 150 days after the end of each fiscal year of
the Companies, at the request of the Administrative Agent or Required Lenders,
hold a meeting (at a mutually agreeable location, venue and time or, at the
option of the Administrative Agent, by conference call, the costs of such venue
or call



 80
 









to be paid by Borrower) with all Lenders who
choose to attend such meeting, at which meeting shall be reviewed the financial
results of the previous fiscal year and the financial condition of the
Companies and the budgets presented for the current fiscal year of the
Companies.


SECTION 5.08   Use of Proceeds.  Use the proceeds of the Loans only for the purposes
set forth in Section 3.12 and request the issuance of Letters of
Credit only for the purposes set forth in the definition of Commercial Letter
of Credit or Standby Letter of Credit, as the case may be.


SECTION 5.09   Compliance with Environmental Laws;
Environmental Reports.


(a)           Comply, and cause all lessees and other persons occupying
Real Property owned, operated or leased by any Company to comply, in all
material respects with all Environmental Laws and Environmental Permits
applicable to its operations and Real Property; obtain and renew all material
Environmental Permits applicable to its operations and Real Property; and
conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any
Response to the extent that its obligation to do so is being contested in good
faith and by proper proceedings and appropriate reserves are being maintained
with respect to such circumstances in accordance with GAAP.


(b)           If a Default caused by reason of a breach of Section 3.18
or Section 5.09(a) shall have occurred and be continuing for more
than 20 days without the Companies commencing activities reasonably likely
to cure such Default in accordance with Environmental Laws, at the written
request of the Administrative Agent or the Required Lenders through the
Administrative Agent, provide to the Lenders within 45 days after such
request, at the expense of Borrower, an environmental assessment report regarding
the matters which are the subject of such Default, including, where
appropriate, soil and/or groundwater sampling, prepared by an environmental
consulting firm and, in the form and substance, reasonably acceptable to the
Administrative Agent and indicating the presence or absence of Hazardous Materials
and the estimated cost of any compliance or Response to address them.


SECTION 5.10   Interest Rate Protection.  No later than the 90th day after the Closing
Date, Borrower shall enter into, and for a minimum of three years thereafter
maintain, Hedging Agreements with terms and conditions reasonably acceptable to
the Administrative Agent that result in at least 50% of the aggregate principal
amount of Borrower’s Consolidated Indebtedness other than Revolving Loans being
effectively subject to a fixed or maximum interest rate reasonably acceptable
to the Administrative Agent.


SECTION 5.11   Additional Collateral; Additional Guarantors.


(a)           Subject to this Section 5.11, with respect to
any property acquired after the Closing Date by any Loan Party that is intended
to be subject to the Lien created by any of the Security Documents but is not
so subject, promptly (and in any event within 30 days after the
acquisition thereof) (i) execute and deliver to the Administrative Agent
and the Collateral Agent such amendments or supplements to the relevant
Security Documents or such other documents as the Administrative Agent or the
Collateral Agent shall deem necessary or advisable to grant to the Collateral
Agent, for its benefit and for the benefit of the other Secured Parties, a Lien
on such property subject to no Liens other than Permitted Liens, and (ii) take
all actions necessary to cause such Lien to be duly perfected to the extent
required by such Security Document in accordance with all applicable
Requirements of Law, including the filing of financing statements in such
jurisdictions as may be reasonably requested by the Administrative Agent.  Borrower shall otherwise take such actions
and execute and/or deliver to the Collateral Agent such



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documents as the Administrative Agent or the
Collateral Agent shall reasonably require to confirm the validity, perfection
and priority of the Lien of the Security Documents on such after-acquired properties.


(b)           With respect to any person that is or becomes a Subsidiary
after the Closing Date, promptly (and in any event within 30 days after such
person becomes a Subsidiary) (i) deliver to the Collateral Agent the
certificates, if any, representing all of the Equity Interests of such
Subsidiary owned by a Loan Party, together with undated stock powers or other
appropriate instruments of transfer executed and delivered in blank by a duly
authorized officer of the holder(s) of such Equity Interests, and all intercompany
notes owing from such Subsidiary to any Loan Party together with instruments of
transfer executed and delivered in blank by a duly authorized officer of such
Loan Party and (ii) cause such new Subsidiary (A) to execute a Joinder
Agreement or such comparable documentation to become a Subsidiary Guarantor and
a joinder agreement to the applicable Security Agreement, substantially in the
form annexed thereto or, in the case of a Foreign Subsidiary, execute a
security agreement compatible with the laws of such Foreign Subsidiary’s
jurisdiction in form and substance reasonably satisfactory to the Administrative
Agent, and (B) to take all actions necessary or advisable in the opinion of the
Administrative Agent or the Collateral Agent to cause the Lien created by the
applicable Security Agreement to be duly perfected to the extent required by
such agreement in accordance with all applicable Requirements of Law, including
the filing of financing statements in such jurisdictions as may be reasonably
requested by the Administrative Agent or the Collateral Agent.  Notwithstanding the foregoing, (1) the
Equity Interests required to be delivered to the Collateral Agent pursuant to
clause (i) of this Section 5.11(b) shall not include any
Equity Interests of a Foreign Subsidiary created or acquired after the Closing
Date and (2) no Foreign Subsidiary shall be required to take the actions
specified in clause (ii) of this Section 5.11(b), if, in the
case of either clause (1) or (2), doing so would constitute an investment
of earnings in United States property under Section 956 (or a successor
provision) of the Code, which investment would or could reasonably be expected
to trigger an increase in the net income of a United States shareholder of such
Subsidiary pursuant to Section 951 (or a successor provision) of the Code;
provided that this exception shall not
apply to (A) Voting Stock of any Subsidiary which is a first-tier
controlled foreign corporation (as defined in Section 957(a) of the Code)
representing 66% of the total voting power of all outstanding Voting Stock of
such Subsidiary and (B) 100% of the Equity Interests not constituting
Voting Stock of any such Subsidiary, except that any such Equity Interests
constituting “stock entitled to vote” within the meaning of Treasury Regulation
Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of
this Section 5.11(b).


(c)           Promptly grant to the Collateral Agent, within 60 days of
the acquisition thereof, a security interest in and Mortgage on (i) each Real
Property owned in fee by such Loan Party as is acquired by such Loan Party
after the Closing Date and that, together with any improvements thereon, individually
has a fair market value of at least $1,000,000, and (ii) unless the Collateral
Agent otherwise consents or the applicable Lease contains a prohibition that
provides that granting the Lien would create a default under such Lease, each
leased Real Property of such Loan Party which lease individually has a fair market
value of at least $1,000,000, in each case, as additional security for the
Secured Obligations (unless the subject property is already mortgaged to a
third party to the extent permitted by Section 6.02).  Such Mortgages shall be granted pursuant to
documentation reasonably satisfactory in form and substance to the
Administrative Agent and the Collateral Agent and shall constitute valid and
enforceable perfected Liens subject only to Permitted Liens or other Liens
reasonably acceptable to the Collateral Agent. 
The Mortgages or instruments related thereto shall be duly recorded or
filed in such manner and in such places as are required by law to establish,
perfect, preserve and protect the Liens in favor of the Collateral Agent
required to be granted pursuant to the Mortgages and all taxes, fees and other
charges payable in connection therewith shall be paid in full.  Such Loan Party shall otherwise take such
actions and execute and/or deliver to the Collateral Agent such documents as
the Administrative Agent or the Collateral Agent shall



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reasonably require to confirm the validity,
perfection and priority of the Lien of any existing Mortgage or new Mortgage
against such after acquired Real Property (including a Title Policy, a Survey
and local counsel opinion (in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent) in respect of such Mortgage).


SECTION 5.12   Security Interests; Further Assurances.  Promptly, upon the reasonable request of the
Administrative Agent, the Collateral Agent or any Lender, at Borrower’s
expense, execute, acknowledge and deliver, or cause the execution,
acknowledgment and delivery of, and thereafter register, file or record, or cause
to be registered, filed or recorded, in an appropriate governmental office, any
document or instrument supplemental to or confirmatory of the Security
Documents or otherwise deemed by the Administrative Agent or the Collateral
Agent reasonably necessary or desirable for the continued validity, perfection
and priority of the Liens on the Collateral covered thereby subject to no other
Liens except as permitted by the applicable Security Document, or obtain any
consents or waivers as may be necessary or appropriate in connection
therewith.  Deliver or cause to be
delivered to the Administrative Agent and the Collateral Agent from time to
time such other documentation, consents, authorizations, approvals and orders
in form and substance reasonably satisfactory to the Administrative Agent and
the Collateral Agent as the Administrative Agent and the Collateral Agent shall
reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant
to the Security Documents.  Upon the
exercise by the Administrative Agent, the Collateral Agent or any Lender of any
power, right, privilege or remedy pursuant to any Loan Document which requires
any consent, approval, registration, qualification or authorization of any
Governmental Authority execute and deliver all applications, certifications,
instruments and other documents and papers that the Administrative Agent, the
Collateral Agent or such Lender may require. 
If the Administrative Agent, the Collateral Agent or the Required
Lenders determine that they are required by a Requirement of Law to have appraisals
prepared in respect of the Real Property of any Loan Party constituting
Collateral, Borrower shall provide to the Administrative Agent appraisals that
satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments
of FIRREA and are otherwise in form and substance reasonably satisfactory to
the Administrative Agent and the Collateral Agent.


SECTION 5.13   Information Regarding Collateral.


(a)           Not effect any change (i) in any Loan Party’s legal
name, (ii) in the location of any Loan Party’s chief executive office,
(iii) in any Loan Party’s identity or organizational structure,
(iv) in any Loan Party’s Federal Taxpayer Identification Number or
organizational identification number, if any, or (v) in any Loan Party’s
jurisdiction of organization (in each case, including by merging with or into
any other entity, reorganizing, dissolving, liquidating, reorganizing or
organizing in any other jurisdiction), until (A) it shall have given the
Collateral Agent and the Administrative Agent not less than 15 days’ prior
written notice (in the form of an Officers’ Certificate), or such lesser notice
period agreed to by the Collateral Agent, of its intention so to do, clearly
describing such change and providing such other information in connection
therewith as the Collateral Agent or the Administrative Agent may reasonably
request and (B) it shall have taken all action reasonably satisfactory to
the Collateral Agent to maintain the perfection and priority of the security interest
of the Collateral Agent for the benefit of the Secured Parties in the
Collateral, if applicable.  Each Loan
Party agrees to promptly provide the Collateral Agent with certified
Organizational Documents reflecting any of the changes described in the
preceding sentence.  Each Loan Party also
agrees to promptly notify the Collateral Agent of any change in the location of
any office in which it maintains books or records relating to Collateral owned
by it or any office or facility at which Collateral is located (including the
establishment of any such new office or facility), other than changes in
location to a Mortgaged Property or a leased property subject to a Landlord
Access Agreement.



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(b)           Concurrently with the delivery of financial statements
pursuant to Section 5.01(a), deliver to the Administrative Agent
and the Collateral Agent a Perfection Certificate Supplement and a certificate
of a Financial Officer and the chief legal officer of Borrower certifying that
all UCC financing statements (including fixture filings, as applicable) or
other appropriate filings, recordings or registrations, including all
refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction necessary to protect and perfect the
security interests and Liens under the Security Documents for a period of not
less than 18 months after the date of such certificate (except as noted therein
with respect to any continuation statements to be filed within such period).


SECTION 5.14   Affirmative Covenants with Respect to Leases.  With respect to each Lease to which a Loan
Party is party, the respective Loan Party shall perform all the obligations imposed
upon the landlord under such Lease and enforce all of the tenant’s obligations
thereunder, except where the failure to so perform or enforce could not
reasonably be expected to result in a Material Adverse Effect.


SECTION 5.15   Post-Closing Collateral Matters.  Execute and deliver the documents and
complete the tasks set forth on Schedule 5.15, in each case within
the time limits specified on such schedule.


ARTICLE
VI


NEGATIVE
COVENANTS


Each Loan Party warrants, covenants and agrees with
each Lender that, so long as this Agreement shall remain in effect and until
the Commitments have been terminated and the principal of and interest on each
Loan, all Fees and all other expenses or amounts payable under any Loan
Document have been paid in full and all Letters of Credit have been canceled or
have expired and all amounts drawn thereunder have been reimbursed in full,
unless the Required Lenders shall otherwise consent in writing, no Loan Party
will, nor will they cause or permit any Subsidiaries to:


SECTION 6.01   Indebtedness.  Incur, create, assume or permit to exist,
directly or indirectly, any Indebtedness, except:


(a)           Indebtedness
incurred under this Agreement and the other Loan Documents;


(b)           (i) Indebtedness
outstanding on the Closing Date and listed on Schedule 6.01(b); and
(ii) refinancings or renewals thereof; provided that
(A) any such refinancing Indebtedness is in an aggregate principal amount
not greater than the aggregate principal amount of the Indebtedness being
renewed or refinanced, plus the amount
of any premiums required to be paid thereon and reasonable fees and expenses
associated therewith, (B) such refinancing Indebtedness has a later or
equal final maturity and longer or equal weighted average life than the Indebtedness
being renewed or refinanced and (C) the covenants, events of default,
subordination and other provisions thereof (including any guarantees thereof)
shall be, in the aggregate, no less favorable to the Lenders than those
contained in the Indebtedness being renewed or refinanced;


(c)           Indebtedness
under Hedging Obligations with respect to interest rates, foreign currency
exchange rates or commodity prices, in each case not entered into for
speculative purposes; provided that
if such Hedging



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Obligations
relate to interest rates, (i) such Hedging Obligations relate to payment
obligations on Indebtedness otherwise permitted to be incurred by the Loan
Documents and (ii) the notional principal amount of such Hedging
Obligations at the time incurred does not exceed the principal amount of the
Indebtedness to which such Hedging Obligations relate;


(d)           Indebtedness
permitted by Section 6.04(f);


(e)           Indebtedness
in respect of Purchase Money Obligations, Capital Lease Obligations and
synthetic lease obligations, and refinancings or renewals thereof, in an
aggregate amount not to exceed $5.0 million at any time outstanding;


(f)            Indebtedness
incurred by Foreign Subsidiaries in an aggregate amount not to exceed $1.0
million at any time outstanding;


(g)           Indebtedness
in respect of bid, performance or surety bonds, workers’ compensation claims,
self-insurance obligations and bankers acceptances issued for the account of
any Company in the ordinary course of business, including guarantees or
obligations of any Company with respect to letters of credit supporting such
bid, performance or surety bonds, workers’ compensation claims, self-insurance
obligations and bankers acceptances (in each case other than for an obligation
for money borrowed), in an aggregate amount not to exceed $2.0 million at any
time outstanding;


(h)           Contingent
Obligations of any Loan Party in respect of Indebtedness otherwise permitted
under this Section 6.01;


(i)            Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business; provided, however, that
such Indebtedness is extinguished within five Business Days of incurrence;


(j)            Indebtedness
arising in connection with endorsement of instruments for deposit in the ordinary
course of business;


(k)           the
Acquisition Promissory Notes (as in effect on the Closing Date); and


(l)            unsecured
Indebtedness of any Company in an aggregate amount not to exceed $10.0 million
at any time outstanding.


SECTION 6.02   Liens. 
Create, incur, assume or permit to exist, directly or indirectly, any
Lien on any property now owned or hereafter acquired by it or on any income or
revenues or rights in respect of any thereof, except the following
(collectively, the “Permitted Liens”):


(a)           inchoate
Liens for taxes, assessments or governmental charges or levies not yet due and
payable or delinquent and Liens for taxes, assessments or governmental charges
or levies, which (i) are being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance
with GAAP, which proceedings (or orders entered in connection with such
proceedings) have the effect of preventing the forfeiture or sale of the property
subject to any such Lien, and (ii) in the case of any such charge or claim
which has or may become a Lien against any of the Collateral, such Lien and the
contest thereof shall satisfy the Contested Collateral Lien Conditions;



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(b)           Liens in respect of
property of any Company imposed by Requirements of Law, which were incurred in
the ordinary course of business and do not secure Indebtedness for borrowed
money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s,
suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in
the ordinary course of business, and (i) which do not in the aggregate
materially detract from the value of the property of the Companies, taken as a
whole, and do not materially impair the use thereof in the operation of the
business of the Companies, taken as a whole, (ii) which, if they secure
obligations that are then due and unpaid, are being contested in good faith by
appropriate proceedings for which adequate reserves have been established in
accordance with GAAP, which proceedings (or orders entered in connection with
such proceedings) have the effect of preventing the forfeiture or sale of the
property subject to any such Lien, and (iii) in the case of any such Lien
which has or may become a Lien against any of the Collateral, such Lien and the
contest thereof shall satisfy the Contested Collateral Lien Conditions;


(c)           any Lien in
existence on the Closing Date and set forth on Schedule 6.02(c) and
any Lien granted as a replacement or substitute therefor; provided
that any such replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A),
does not secure an aggregate amount of Indebtedness, if any, greater than that
secured on the Closing Date and (ii) does not encumber any property other
than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”);


(d)           easements,
rights-of-way, restrictions (including zoning restrictions), covenants,
licenses, encroachments, protrusions and other similar charges or encumbrances,
and minor title deficiencies on or with respect to any Real Property, in each
case whether now or hereafter in existence, not (i) securing Indebtedness,
(ii) individually or in the aggregate materially impairing the value or
marketability of such Real Property or (iii) individually or in the
aggregate materially interfering with the ordinary conduct of the business of
the Companies at such Real Property;


(e)           Liens arising out of
judgments, attachments or awards not resulting in an Event of Default and in
respect of which such Company shall in good faith be prosecuting an appeal or
proceedings for review in respect of which there shall be secured a subsisting
stay of execution pending such appeal or proceedings and, in the case of any
such Lien which has or may become a Lien against any of the Collateral, such
Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;


(f)            Liens (other than
any Lien imposed by ERISA) (x) imposed by Requirements of Law or deposits
made in connection therewith in the ordinary course of business in connection
with workers’ compensation, unemployment insurance and other types of social
security legislation, (y) incurred in the ordinary course of business to
secure the performance of tenders, statutory obligations (other than excise
taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases,
government contracts, trade contracts, performance and return of money bonds
and other similar obligations (exclusive of obligations for the payment of
borrowed money) or (z) arising by virtue of deposits made in the ordinary
course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to clauses (x), (y)
and (z) of this paragraph (f), such Liens are for amounts not yet due and
payable or delinquent or, to the extent such amounts are so due and payable,
such amounts are being contested in good faith by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP, which
proceedings for orders entered in connection with such proceedings have the
effect of preventing the forfeiture or sale of the property subject to any such
Lien, (ii) to the extent such Liens



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are not imposed by Requirements of Law, such
Liens shall in no event encumber any property other than cash and Cash
Equivalents, (iii) in the case of any such Lien against any of the Collateral,
such Lien and the contest thereof shall satisfy the Contested Collateral Lien
Conditions and (iv) the aggregate amount of deposits at any time pursuant
to clause (y) and clause (z) of this paragraph (f) shall not
exceed $250,000 in the aggregate;


(g)           Leases of the real
properties of any Company, in each case entered into in the ordinary course of
such Company’s business so long as such Leases and do not, individually or in
the aggregate, (i) interfere in any material respect with the ordinary
conduct of the business of any Company or (ii) materially impair the use
(for its intended purposes) or the value of the property subject thereto;


(h)           Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the
sale of goods entered into by any Company in the ordinary course of business in
accordance with the past practices of such Company;


(i)            Liens securing
Indebtedness incurred pursuant to Section 6.01(e); provided that any such Liens attach only to the property
being financed pursuant to such Indebtedness and do not encumber any other property
of any Company;


(j)            bankers’ Liens,
rights of setoff and other similar Liens existing solely with respect to cash,
Cash Equivalents and other Investment Property on deposit in one or more
accounts maintained by any Company, in each case granted in the ordinary course
of business in favor of the bank or banks with which such accounts are
maintained, securing amounts owing to such bank with respect to cash management
and operating account arrangements, including those involving pooled accounts
and netting arrangements; provided that,
unless such Liens are non-consensual and arise by operation of law, in no case
shall any such Liens secure (either directly or indirectly) the repayment of
any Indebtedness;


(k)           Liens on property of
a person existing at the time such person is acquired or merged with or into or
consolidated with any Company to the extent permitted hereunder (and not
created in anticipation or contemplation thereof); provided
that such Liens do not extend to property not subject to such Liens at the time
of acquisition (other than improvements thereon) and are no more favorable to
the lienholders than such existing Lien;


(l)            Liens granted
pursuant to the Security Documents to secure the Secured Obligations;


(m)          licenses of
Intellectual Property granted by any Company in the ordinary course of business
and not interfering in any material respect with the ordinary conduct of
business of the Companies;


(n)           the filing of UCC
financing statements solely as a precautionary measure in connection with operating
leases or consignment of goods;


(o)           Liens securing
Indebtedness incurred pursuant to Section 6.01(f); provided that (i) such Liens do not extend to, or
encumber, property which constitutes Collateral and (ii) such Liens extend
only to the property (or Equity Interests) of the Foreign Subsidiary incurring
such Indebtedness; and



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(p)           Liens securing
obligations of any Company that do not in the aggregate exceed $5.0 million at
any time outstanding, so long as such Liens, to the extent covering any
Collateral, are junior to the Liens granted pursuant to the Security Documents;


provided, however,
that no consensual Liens shall be permitted to exist, directly or indirectly,
on any Securities Collateral, other than Liens granted pursuant to the Security
Documents.


SECTION 6.03   Sale and Leaseback Transactions.  Enter into any arrangement, directly or
indirectly, with any person whereby it shall sell or transfer any property,
real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other
property which it intends to use for substantially the same purpose or purposes
as the property being sold or transferred (a “Sale and
Leaseback Transaction”) unless (x) such Sale and Leaseback
Transaction occurs within 180 days of the acquisition of the applicable
property or (y) (i) the sale of such property is permitted by Section 6.06
and (ii) any Liens arising in connection with its use of such property are
permitted by Section 6.02.


SECTION 6.04   Investment, Loan and Advances.  Directly or indirectly, lend money or credit
(by way of guarantee or otherwise) or make advances to any person, or purchase
or acquire any stock, bonds, notes, debentures or other obligations or
securities of, or any other interest in, or make any capital contribution to,
any other person, or purchase or own a futures contract or otherwise become
liable for the purchase or sale of currency or other commodities at a future
date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:


(a)           the Companies may
consummate the Transactions in accordance with the provisions of the
Transaction Documents;


(b)           Investments
outstanding on the Closing Date and identified on Schedule 6.04(b);


(c)           the Companies may
(i) acquire and hold accounts receivables owing to any of them if created
or acquired in the ordinary course of business and payable or dischargeable in
accordance with customary terms, (ii) invest in, acquire and hold cash and
Cash Equivalents, (iii) endorse negotiable instruments held for collection
in the ordinary course of business or (iv) make lease, utility and other
similar deposits in the ordinary course of business;


(d)           Hedging Obligations
incurred pursuant to Section 6.01(c);


(e)           loans and advances
to directors, employees and officers of Borrower and the Subsidiaries for bona fide business purposes and to purchase Equity Interests
of Borrower, in aggregate amount not to exceed $2.0 million at any time
outstanding; provided that no loans in violation
of Section 402 of the Sarbanes-Oxley Act shall be permitted hereunder;


(f)            Investments
(i) by any Company in Borrower or any Subsidiary Guarantor or any Person
that, in connection with such Investment that is a Permitted Acquisition,
becomes a Subsidiary Guarantor, and (ii) by a Subsidiary that is not a
Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary
Guarantor; provided that any Investment in the form
of a loan or advance shall be evidenced by the Intercompany Note and, in the
case of a loan or advance by a Loan Party, pledged by such Loan Party as
Collateral pursuant to the Security Documents;



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(g)           Investments in
securities of trade creditors or customers in the ordinary course of business
received upon foreclosure or pursuant to any plan of reorganization or
liquidation or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers;


(h)           Investments made by
Borrower or any Subsidiary as a result of consideration received in connection
with an Asset Sale made in compliance with Section 6.06;


(i)            Investments in cash
or Cash Equivalents;


(j)            Investments
consisting of Contingent Obligations pursuant to Section 6.01;


(k)           (i) Investments
in Foreign Subsidiaries or (ii) Investments in any Person that, in
connection with such Investment that is a Permitted Acquisition becomes a
Foreign Subsidiary, in the aggregate not to exceed $5.0 million at any time
outstanding;


(l)            purchases of common
stock of the Borrower from members of the Borrower’s management to the extent
permitted pursuant to Section 6.08(e); and


(m)          other Investments in
an aggregate amount not to exceed $2.0 million at any time outstanding.


An Investment shall be deemed to be outstanding to the
extent not returned in the same form as the original Investment to Borrower or
any Subsidiary Guarantor.


SECTION 6.05   Mergers and Consolidations.  Wind up, liquidate or dissolve its affairs or
enter into any transaction of merger or consolidation (or agree to do any of
the foregoing at any future time), except that the following shall be permitted:


(a)           the Transactions as
contemplated by the Transaction Documents;


(b)           Asset Sales in
compliance with Section 6.06;


(c)           acquisitions in
compliance with Section 6.07;


(d)           any Company or any
other Person may merge or consolidate with or into Borrower or any Subsidiary
Guarantor (as long as Borrower is the surviving person in the case of any
merger or consolidation involving Borrower and a Subsidiary Guarantor is the
surviving person and remains a Wholly Owned Subsidiary of Borrower in any other
case); provided that the Lien on and security
interest in such property granted or to be granted in favor of the Collateral
Agent under the Security Documents shall be maintained or created in accordance
with the provisions of Section 5.11 or Section 5.12, as
applicable;


(e)           any Company that is
not a Subsidiary Guarantor may merge or consolidate with or into any other
Company that is not a Subsidiary Guarantor;


(f)            Investments in
compliance with Section 6.04(k); and


(g)           any Subsidiary may
dissolve, liquidate or wind up its affairs at any time; provided
that such dissolution, liquidation or winding up, as applicable, could not
reasonably be expected to have a Material Adverse Effect.



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To the extent
the Required Lenders or all the Lenders, as applicable, waive the provisions of
this Section 6.05 with respect to the sale of any Collateral, or
any Collateral is sold as permitted by this Section 6.05, such
Collateral (unless sold to a Company) shall be sold free and clear of the Liens
created by the Security Documents and, so long as Borrower shall have provided
the Agents such certifications or documents as any Agent shall reasonably
request in order to demonstrate compliance with this Section 6.05, the
Agents shall take all actions they deem appropriate in order to effect the foregoing.


SECTION 6.06   Asset Sales.  Effect any Asset Sale, or agree to effect any
Asset Sale, except that the following shall be permitted:


(a)           disposition of used,
worn out, obsolete or surplus property by any Company in the ordinary course of
business and the abandonment or other disposition of Intellectual Property that
is, in the reasonable judgment of Borrower, no longer economically practicable
to maintain or useful in the conduct of the business of the Companies taken as
a whole;


(b)           Asset Sales; provided that the aggregate consideration received in
respect of all Asset Sales pursuant to this clause (b) shall not exceed
$2.0 million in any four consecutive fiscal quarters of Borrower, but, in any
event, shall not exceed $1.0 million with respect to any single Asset Sale;


(c)           leases of real or
personal property in the ordinary course of business and in accordance with the
applicable Security Documents;


(d)           the Transactions as
contemplated by the Transaction Documents;


(e)           mergers and
consolidations in compliance with Section 6.05; and


(f)            Investments in compliance
with Section 6.04.


To the extent the Required Lenders or all the Lenders,
as applicable, waive the provisions of this Section 6.06 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by
this Section 6.06, such Collateral (unless sold to a Company) shall
be sold free and clear of the Liens created by the Security Documents, and, so
long as Borrower shall have provided the Agents such certifications or documents
as any Agent shall reasonably request in order to demonstrate compliance with
this Section 6.06, the Agents shall take all actions they deem
appropriate in order to effect the foregoing.


SECTION 6.07   Acquisitions.  Purchase or otherwise acquire (in one or a
series of related transactions) any part of the property (whether tangible or
intangible) of any person (or agree to do any of the foregoing at any future
time), except that the following shall be permitted:


(a)           Capital Expenditures
by Borrower and the Subsidiaries shall be permitted to the extent permitted by Section 6.10(c);


(b)           purchases and other
acquisitions of inventory, materials, equipment and intangible property in the
ordinary course of business;


(c)           Investments in
compliance with Section 6.04;


(d)           leases of real or
personal property in the ordinary course of business and in accordance with the
applicable Security Documents;



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(e)           the Transactions as
contemplated by the Transaction Documents;


(f)            Permitted
Acquisitions; and


(g)           mergers and
consolidations in compliance with Section 6.05;


provided that the Lien on and
security interest in such property granted or to be granted in favor of the
Collateral Agent under the Security Documents shall be maintained or created in
accordance with the provisions of Section 5.11 or Section 5.12,
as applicable.


SECTION 6.08   Dividends.  Authorize, declare or pay, directly or
indirectly, any Dividends with respect to any Company, other than:


(a)           Dividends by any
Company to Borrower or any Guarantor that is a Wholly Owned Subsidiary of
Borrower;


(b)           Dividends by any
Company that is not a Subsidiary Guarantor to any other Company that is not a
Subsidiary Guarantor;


(c)           Dividends by any
Company (other than Borrower) to its owners, provided
that any such Dividend is made pro rata to all
owners of such Company on the basis of their respective Equity Interests;


(d)           so long as no Event
of Default shall have occurred and be continuing, other Dividends by Borrower
in an aggregate amount not to exceed $2.0 million in any fiscal year; and


(e)           so long as no Event
of Default shall have occurred and be continuing, repurchases of Equity
Interests of Borrower from employees or directors of Borrower and its Subsidiaries
to the extent that (i) the proceeds of such repurchasers are applied to
satisfy withholding tax obligations arising in connection with the vesting of
restricted Equity Interests and (ii) the aggregate amount of such
repurchases pursuant to this Section 6.08(e) during the term of this
Agreement shall not exceed $10.0 million.


SECTION 6.09   Transactions with Affiliates.  Enter into, directly or indirectly, any
transaction or series of related transactions, whether or not in the ordinary
course of business, with any Affiliate of any Company (other than between or
among Borrower and one or more Companies), other than on terms and conditions
at least as favorable to such Company as would reasonably be obtained by such
Company at that time in a comparable arm’s-length transaction with a person
other than an Affiliate, except that the following shall be permitted:


(a)           Dividends permitted
by Section 6.08;


(b)           Investments
permitted by Sections 6.04(e) and (f);


(c)           reasonable and
customary director, officer and employee compensation (including bonuses) and
other benefits (including retirement, health, stock option and other benefit
plans) and indemnification arrangements, in each case approved by the Board of
Directors of Borrower; and



 91
 









(d)           transactions with
customers, clients, suppliers, joint venture partners or purchasers or sellers
of goods and services, in each case in the ordinary course of business and
otherwise not prohibited by the Loan Documents.


SECTION 6.10   Financial
Covenants.


(a)           Maximum
Total Leverage Ratio.  Permit the
Total Leverage Ratio, as of the last day of any Test Period ending during any
period in the table below, to exceed the ratio set forth opposite such period
in the table below:




	
  Test Period

  	
   

  	
  Leverage Ratio

  
	
  Closing Date

  	
  -

  	
  March 31, 2007

  	
   

  	
  4.00 to 1.0

  
	
  April 1, 2007

  	
  -

  	
  June 30, 2007

  	
   

  	
  3.75 to 1.0

  
	
  July 1, 2007

  	
  -

  	
  September 30,
  2007

  	
   

  	
  3.40 to 1.0

  
	
  October 1, 2007

  	
  -

  	
  March 31, 2008

  	
   

  	
  3.00 to 1.0

  
	
  April 1, 2008

  	
  -

  	
  September 30, 2008

  	
   

  	
  2.50 to 1.0

  
	
  October 1, 2008

  	
  -

  	
  June 30, 2009

  	
   

  	
  2.00 to 1.0

  
	
  July 1, 2009

  	
  -

  	
  December 31,
  2009

  	
   

  	
  1.25 to 1.0

  
	
  January 1, 2010
  and thereafter

  	
   

  	
  1.00 to 1.0

  






 


(b)           Minimum Interest Coverage Ratio.  Permit the Consolidated Interest Coverage
Ratio, for any Test Period ending during any period set forth in the table
below, to be less than the ratio set forth opposite such period in the table
below:


 




	
  Test Period

  	
   

  	
  Interest

  Coverage Ratio

  
	
  Closing Date

  	
  -

  	
  March 31, 2007

  	
   

  	
  3.125 to 1.0

  
	
  April 1, 2007

  	
  -

  	
  June 30, 2007

  	
   

  	
  3.250 to 1.0

  
	
  July 1, 2007

  	
  -

  	
  September 30,
  2007

  	
   

  	
  3.500 to 1.0

  
	
  October 1, 2007

  	
  -

  	
  December 31,
  2007

  	
   

  	
  3.750 to 1.0

  
	
  January 1, 2008

  	
  -

  	
  March 31, 2008

  	
   

  	
  4.000 to 1.0

  
	
  April 1, 2008

  	
  -

  	
  June 30, 2008

  	
   

  	
  4.500 to 1.0

  
	
  July 1, 2008

  	
  -

  	
  September 30,
  2008

  	
   

  	
  4.750 to 1.0

  
	
  October 1, 2008 and
  thereafter

  	
   

  	
  5.000 to 1.0

  






 


(c)           Limitation on Capital Expenditures.  Permit the aggregate amount of Capital Expenditures
made in any period set forth below, to exceed the amount set forth opposite
such period below:



 92
 









 




	
  Period

  	
   

  	
  Amount (in millions)

  
	
  January 1, 2007

  	
  -

  	
  December 31,
  2007

  	
   

  	
  $

  	
  6.0

  
	
  January 1, 2008

  	
  -

  	
  December 31,
  2008

  	
   

  	
  $

  	
  9.5

  
	
  January 1, 2009

  	
  -

  	
  December 31,
  2009

  	
   

  	
  $

  	
  7.0

  
	
  January 1, 2010

  	
  -

  	
  December 31,
  2010

  	
   

  	
  $

  	
  9.5

  
	
  January 1, 2011

  	
  -

  	
  December 31,
  2011

  	
   

  	
  $

  	
  9.5

  
	
  January 1, 2012

  	
  -

  	
  December 31,
  2012

  	
   

  	
  $

  	
  8.0

  
	
  January 1, 2013

  	
  -

  	
  December 31,
  2013

  	
   

  	
  $

  	
  8.0

  






 


; provided, however, that (x) if the aggregate amount of Capital
Expenditures made in any fiscal year shall be less than the maximum amount of
Capital Expenditures permitted under this Section 6.10(c) for such
fiscal year (before giving effect to any carryover), then an amount of such
shortfall not exceeding 50% of such maximum amount may be added to the amount
of Capital Expenditures permitted under this Section 6.10(c) for
the immediately succeeding fiscal year, and (y) in determining whether any
amount is available for carryover, the amount expended in any fiscal year shall
first be deemed to be from the amount carried forward from the prior year.


SECTION 6.11   Modifications of
Organizational Documents and Other Documents, etc.


  Directly or
indirectly:


(a)           amend or modify, or
permit the amendment or modification of, any provision of any Transaction
Document in any manner that is adverse in any material respect to the interests
of the Lenders; or


(b)           terminate, amend or
modify any of its Organizational Documents (including (x) by the filing or
modification of any certificate of designation and (y) any election to treat
any Pledged Securities (as defined in the Security Agreement) as a “security”
under Section 8-103 of the UCC other than concurrently with the delivery of
certificates representing such Pledged Securities to the Collateral Agent) or
any agreement to which it is a party with respect to its Equity Interests
(including any stockholders’ agreement), or enter into any new agreement with
respect to its Equity Interests, other than any such amendments or
modifications or such new agreements which are not adverse in any material
respect to the interests of the Lenders.


SECTION 6.12   Limitation on Certain Restrictions on
Subsidiaries.  Directly or indirectly,
create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by Borrower or any Subsidiary,
or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans
or advances to Borrower or any Subsidiary or (c) transfer any of its
properties to Borrower or any Subsidiary, except for such encumbrances or
restrictions existing under or by reason of (i) applicable Requirements of
Law; (ii) this Agreement and the other Loan Documents; (iii) 
customary provisions restricting subletting or assignment of any lease
governing a leasehold interest of a Subsidiary; (iv) customary provisions
restricting assignment of any agreement entered into by a Subsidiary in the
ordinary course of business; (v) any holder of a Lien permitted by Section 6.02
restricting the transfer of the property subject thereto; (vi) customary
restrictions and conditions contained in any agreement relating to the sale of
any property permitted under Section 6.06 pending the 



 93
 









consummation of such sale; (vii) any agreement in
effect at the time such Subsidiary becomes a Subsidiary of Borrower, so long as
such agreement was not entered into in connection with or in contemplation of
such person becoming a Subsidiary of Borrower; (viii) without affecting the
Loan Parties’ obligations under Section 5.11, customary provisions
in partnership agreements, limited liability company organizational governance
documents, asset sale and stock sale agreements and other similar agreements
entered into in the ordinary course of business that restrict the transfer of
ownership interests in such partnership, limited liability company or similar
person; (ix) restrictions on cash or other deposits or net worth imposed by
suppliers or landlords under contracts entered into in the ordinary course of
business; (x) any instrument governing Indebtedness assumed in connection with
any Permitted Acquisition, which encumbrance or restriction is not applicable
to any person, or the properties or assets of any person, other than the person
or the properties or assets of the person so acquired; (xi) in the case of
any joint venture which is not a Loan Party in respect of any matters referred
to in clauses (b) and (c) above, restrictions in such person’s
Organizational Documents or pursuant to any joint venture agreement or
stockholders agreements solely to the extent of the Equity Interests of or
property held in the subject joint venture or other entity; (xii) any
encumbrances or restrictions imposed by any amendments or refinancings that are
otherwise permitted by the Loan Documents of the contracts, instruments or
obligations referred to in clause (vii) above; provided
that such amendments or refinancings are no more materially restrictive with
respect to such encumbrances and restrictions than those prior to such
amendment or refinancing; or (xiii) customary provisions in Indebtedness
permitted pursuant to this Agreement but no more restrictive than the
provisions in this Agreement.


SECTION 6.13   Limitation
on Issuance of Capital Stock. 
With respect to any Subsidiary, issue any Equity Interest (including by
way of sales of treasury stock) or any options or warrants to purchase, or
securities convertible into, any Equity Interest, except (i) for stock
splits, stock dividends and additional issuances of Equity Interests which do
not decrease the percentage ownership of any Subsidiary in any class of the
Equity Interest of such Subsidiary and (ii) Subsidiaries of Borrower
formed after the Closing Date in accordance with Section 6.14 may
issue Equity Interests to Borrower or the Subsidiary of Borrower or other
person which is to own such Equity Interests. 
All Equity Interests issued to a Loan Party in accordance with this Section 6.13 shall,
to the extent required by Sections 5.11 and 5.12 or any
Security Agreement, be delivered to the Collateral Agent for pledge pursuant to
the applicable Security Agreement.


SECTION 6.14   Limitation on
Creation of Subsidiaries. 
Establish, create or acquire any additional Subsidiaries without the
prior written consent of the Required Lenders; provided
that, without such consent, Borrower may (i) establish or create one or
more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or
acquire one or more Subsidiaries in connection with an Investment made pursuant
to Section 6.04(f) or (iii) establish, create or acquire one or
more Subsidiaries in connection with a Permitted Acquisition, so long as, in
each case, Section 5.11(b) shall be complied with.


SECTION 6.15   Business.  With respect to Borrower and the
Subsidiaries, engage (directly or indirectly) in any business other than those
businesses described in the Confidential Information Memorandum and in which
the Companies are engaged on the Closing Date and reasonable extensions
thereof.


SECTION 6.16   Limitation on Accounting Changes.  Make or permit any change in accounting
policies or reporting practices, without the consent of the Required Lenders,
which consent shall not be unreasonably withheld, except changes that are required
by GAAP.



 94















SECTION 6.17   Fiscal Year.  Change its fiscal year-end to a date other
than December 31.


SECTION 6.18   No Further Negative Pledge.  Enter into any agreement, instrument, deed or
lease which prohibits or limits the ability of any Loan Party to create, incur,
assume or suffer to exist any Lien upon any of their respective properties or
revenues, whether now owned or hereafter acquired, or which requires the grant
of any security for an obligation if security is granted for another
obligation, except the following: 
(1) this Agreement and the other Loan Documents; (2) covenants
in documents creating Liens permitted by Section 6.02 prohibiting
further Liens on the properties encumbered thereby; (3) any other
agreement that does not restrict in any manner (directly or indirectly) Liens
created pursuant to the Loan Documents on any Collateral securing the Secured
Obligations and does not require the direct or indirect granting of any Lien
securing any Indebtedness or other obligation by virtue of the granting of Liens
on or pledge of property of any Loan Party to secure the Secured Obligations;
and (4) any prohibition or limitation that (a) exists pursuant to
applicable Requirements of Law, (b) consists of customary restrictions and
conditions contained in any agreement relating to the sale of any property
permitted under Section 6.06 pending the consummation of such sale,
(c) restricts subletting or assignment of any lease governing a leasehold
interest of Borrower or a Subsidiary, (d) exists in any agreement in effect
at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such
agreement was not entered into in contemplation of such person becoming a
Subsidiary or (e) is imposed by any amendments or refinancings that are
otherwise permitted by the Loan Documents of the contracts, instruments or
obligations referred to in clause (3) or (4)(d); provided
that such amendments and refinancings are no more materially restrictive with
respect to such prohibitions and limitations than those prior to such amendment
or refinancing.


SECTION 6.19   Anti-Terrorism Law; Anti-Money Laundering.


(a)           Directly
or indirectly, (i) knowingly conduct any business or engage in making or
receiving any contribution of funds, goods or services to or for the benefit of
any person described in Section 3.22, (ii) knowingly deal in,
or otherwise engage in any transaction relating to, any property or interests
in property blocked pursuant to the Executive Order or any other Anti-Terrorism
Law, or (iii) knowingly engage in or conspire to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts
to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and
the Loan Parties shall deliver to the Lenders any certification or other
evidence requested from time to time by any Lender in its reasonable
discretion, confirming the Loan Parties’ compliance with this Section 6.19).


(b)           Cause
or permit any of the funds of such Loan Party that are used to repay the Loans
to be derived from any unlawful activity with the result that the making of the
Loans would be in violation of any Requirement of Law.


SECTION 6.20   Embargoed Person.  Cause or permit (a) any of the funds or
properties of the Loan Parties that are used to repay the Loans to constitute
property of, or be beneficially owned directly or indirectly by, any person
subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”)
that is identified on (1) the “List of Specially Designated Nationals and
Blocked Persons” maintained by OFAC and/or on any other similar list maintained
by OFAC pursuant to any authorizing statute including, but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law
promulgated thereunder, with the result that the investment in the Loan Parties
(whether directly or indirectly) is prohibited by a Requirement of Law,or the
Loans made by the Lenders would be in violation of a Requirement of Law, 



 95
 









or (2) the Executive Order, any related enabling
legislation or any other similar Executive Orders or (b) any Embargoed Person
to have any direct or indirect interest, of any nature whatsoever in the Loan
Parties, with the result that the investment in the Loan Parties (whether
directly or indirectly) is prohibited by a Requirement of Law or the Loans are
in violation of a Requirement of Law.


ARTICLE
VII


GUARANTEE


SECTION 7.01   The Guarantee.  The Guarantors hereby jointly and severally
guarantee, as a primary obligor and not as a surety to each Secured Party and their
respective successors and assigns, the prompt payment in full when due (whether
at stated maturity, by required prepayment, declaration, demand, by
acceleration or otherwise) of the principal of and interest (including any
interest, fees, costs or charges that would accrue but for the provisions of
the Title 11 of the United States Code after any bankruptcy or insolvency
petition under Title 11 of the United States Code) on the Loans made by the
Lenders to, and the Notes held by each Lender of, Borrower, and all other
Secured Obligations from time to time owing to the Secured Parties by any Loan
Party under any Loan Document or any Hedging Agreement or Treasury Services
Agreement entered into with a counterparty that is a Secured Party, in each
case strictly in accordance with the terms thereof (such obligations being
herein collectively called the “Guaranteed Obligations”).  The Guarantors hereby jointly and severally
agree that if Borrower or other Guarantor(s) shall fail to pay in full when due
(whether at stated maturity, by acceleration or otherwise) any of the
Guaranteed Obligations, the Guarantors will promptly pay the same in cash,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.


SECTION 7.02   Obligations Unconditional.  The obligations of the Guarantors under Section 7.01
shall constitute a guaranty of payment and to the fullest extent permitted by
applicable Requirements of Law, are absolute, irrevocable and unconditional,
joint and several, irrespective of the value, genuineness, validity, regularity
or enforceability of the Guaranteed Obligations of Borrower under this
Agreement, the Notes, if any, or any other agreement or instrument referred to
herein or therein, or any substitution, release or exchange of any other
guarantee of or security for any of the Guaranteed Obligations, and,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or Guarantor
(except for payment in full).  Without
limiting the generality of the foregoing, it is agreed that the occurrence of
any one or more of the following shall not alter or impair the liability of the
Guarantors hereunder which shall remain absolute, irrevocable and unconditional
under any and all circumstances as described above:


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


(ii)     any of the acts mentioned in any of the
provisions of this Agreement or the Notes, if any, or any other agreement or
instrument referred to herein or therein shall be done or omitted;


(iii)    the maturity of any of the Guaranteed
Obligations shall be accelerated, or any of the Guaranteed Obligations shall be
amended in any respect, or any right under the Loan Documents



 96
 









or any other
agreement or instrument referred to herein or therein shall be amended or
waived in any respect or any other guarantee of any of the Guaranteed
Obligations or any security therefor shall be released or exchanged in whole or
in part or otherwise dealt with;


(iv)      any Lien or security interest granted to,
or in favor of, Issuing Bank or any Lender or Agent as security for any of the
Guaranteed Obligations shall fail to be perfected; or


(v)       the release of any other Guarantor
pursuant to Section 7.09.


The Guarantors hereby expressly waive diligence,
presentment, demand of payment, protest and all notices whatsoever, and any
requirement that any Secured Party exhaust any right, power or remedy or proceed
against Borrower under this Agreement or the Notes, if any, or any other
agreement or instrument referred to herein or therein, or against any other person
under any other guarantee of, or security for, any of the Guaranteed Obligations.  The Guarantors waive any and all notice of
the creation, renewal, extension, waiver, termination or accrual of any of the
Guaranteed Obligations and notice of or proof of reliance by any Secured Party
upon this Guarantee or acceptance of this Guarantee, and the Guaranteed
Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred in reliance upon this Guarantee, and all dealings
between Borrower and the Secured Parties shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Guarantee.  This Guarantee shall be construed as a
continuing, absolute, irrevocable and unconditional guarantee of payment
without regard to any right of offset with respect to the Guaranteed
Obligations at any time or from time to time held by Secured Parties, and the
obligations and liabilities of the Guarantors hereunder shall not be conditioned
or contingent upon the pursuit by the Secured Parties or any other person at
any time of any right or remedy against Borrower or against any other person
which may be or become liable in respect of all or any part of the Guaranteed
Obligations or against any collateral security or guarantee therefor or right
of offset with respect thereto.  This Guarantee
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon the Guarantors and the successors and assigns
thereof, and shall inure to the benefit of the Lenders, and their respective
successors and assigns, notwithstanding that from time to time during the term
of this Agreement there may be no Guaranteed Obligations outstanding.


SECTION 7.03   Reinstatement.  The obligations of the Guarantors under this Article VII
shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of Borrower or other Loan Party in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise.


SECTION 7.04   Subrogation; Subordination.  Each Guarantor hereby agrees that until the
indefeasible payment and satisfaction in full in cash of all Guaranteed
Obligations (other than contingent indemnification obligations) and the
expiration and termination of the Commitments of the Lenders under this
Agreement it shall waive any claim and shall not exercise any right or remedy,
direct or indirect, arising by reason of any performance by it of its guarantee
in Section 7.01, whether by subrogation or otherwise, against
Borrower or any other Guarantor of any of the Guaranteed Obligations or any security
for any of the Guaranteed Obligations. 
Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d)
shall be subordinated to such Loan Party’s Secured Obligations in the manner
set forth in the Intercompany Note evidencing such Indebtedness.


SECTION 7.05   Remedies.  The Guarantors jointly and severally agree
that, as between the Guarantors and the Lenders, the obligations of Borrower
under this Agreement and the Notes, if any, may be declared to be forthwith due
and payable as provided in Section 8.01 (and shall be



 97
 









deemed to have become automatically due and payable in
the circumstances provided in Section 8.01) for purposes of Section 7.01,
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable)
as against Borrower and that, in the event of such declaration (or such
obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by Borrower) shall forthwith become
due and payable by the Guarantors for purposes of Section 7.01.


SECTION 7.06   Instrument for the Payment of Money.  Each Guarantor hereby acknowledges that the
guarantee in this Article VII constitutes an instrument for the
payment of money, and consents and agrees that any Lender or Agent, at its sole
option, in the event of a dispute by such Guarantor in the payment of any
moneys due hereunder, shall have the right to bring a motion-action under New
York CPLR Section 3213.


SECTION 7.07   Continuing Guarantee.  The guarantee in this Article VII
is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations
whenever arising.


SECTION 7.08   General Limitation on Guarantee Obligations.  In any action or proceeding involving any
state corporate limited partnership or limited liability company law, or any applicable
state, federal or foreign bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations of any
Guarantor under Section 7.01 would otherwise be held or determined
to be void, voidable, invalid or unenforceable, or subordinated to the claims
of any other creditors, on account of the amount of its liability under Section 7.01,
then, notwithstanding any other provision to the contrary, the amount of such
liability shall, without any further action by such Guarantor, any Loan Party
or any other person, be automatically limited and reduced to the highest amount
(after giving effect to the right of contribution established in Section
7.10) that is valid and enforceable and not subordinated to the claims of
other creditors as determined in such action or proceeding.


SECTION 7.09   Release of Guarantors.  If, in compliance with the terms and provisions
of the Loan Documents, all or substantially all of the Equity Interests or
property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of
which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the
consummation of such sale or transfer, be automatically released from its obligations
under this Agreement (including under Section 10.03 hereof) and its
obligations to pledge and grant any Collateral owned by it pursuant to any
Security Document and, in the case of a sale of all or substantially all of the
Equity Interests of the Transferred Guarantor, the pledge of such Equity
Interests to the Collateral Agent pursuant to the Security Agreements shall be
automatically released, and so long as Borrower shall have provided the Agents
such certifications or documents as any Agent shall reasonably request, the
Collateral Agent shall take such actions as are necessary to effect each
release described in this Section 7.09 in accordance with the
relevant provisions of the Security Documents, so long as Borrower shall have
provided the Agents such certifications or documents as any Agent shall
reasonably request in order to demonstrate compliance with this Agreement.


SECTION 7.10   Right of Contribution.  Each Subsidiary
Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall
have paid more than its proportionate share of any payment made hereunder, such
Subsidiary Guarantor shall be entitled to seek and receive contribution from
and against any other Subsidiary Guarantor hereunder which has not paid its
proportionate share of such payment. 
Each Subsidiary Guarantor’s right of contribution shall be subject to
the terms and conditions of Section 7.04.  The provisions of this Section 7.10
shall in no respect limit the obligations and liabilities of any Subsidiary
Guarantor to the Administrative Agent, the Issuing Bank, the Synthetic LC



 98
 









Issuing Bank, the
Swingline Lender and the Lenders, and each Subsidiary Guarantor shall remain
liable to the Administrative Agent, the Issuing Bank, the Synthetic LC Issuing
Bank, the Swingline Lender and the Lenders for the full amount guaranteed by
such Subsidiary Guarantor hereunder.


ARTICLE
VIII


EVENTS OF
DEFAULT


SECTION 8.01   Events of Default.  Upon the occurrence and during the
continuance of the following events (“Events of Default”):


(a)           default shall be
made in the payment of any principal of any Loan or any Reimbursement
Obligation when and as the same shall become due and payable, whether at the
due date thereof (including a Term Loan Repayment Date) or at a date fixed for
prepayment (whether voluntary or mandatory) thereof or by acceleration thereof
or otherwise;


(b)           default shall be
made in the payment of any interest on any Loan or any Fee or any other amount
(other than an amount referred to in paragraph (a) above) due under any
Loan Document, when and as the same shall become due and payable, and such
default shall continue unremedied for a period of five Business Days;


(c)           any representation
or warranty made or deemed made in or in connection with any Loan Document or
the borrowings or issuances of Letters of Credit hereunder, or any representation,
warranty, statement or information contained in any report, certificate,
financial statement or other instrument furnished in connection with or
pursuant to any Loan Document, shall prove to have been false or misleading in
any material respect when so made, deemed made or furnished;


(d)           default shall be
made in the due observance or performance by any Loan Party of any covenant,
condition or agreement contained in Section 5.02, 5.03(a) or
5.08 or in Article VI;


(e)           default shall be
made in the due observance or performance by any Loan Party of any covenant,
condition or agreement contained in any Loan Document (other than those specified
in paragraphs (a), (b) or (d) immediately above) and such default shall
continue unremedied or shall not be waived for a period of 30 days after
written notice thereof from the Administrative Agent or any Lender to Borrower;


(f)            any Company shall
(i) fail to pay any principal or interest, regardless of amount, due in
respect of any Indebtedness (other than the Obligations), when and as the same
shall become due and payable beyond any applicable grace period, or
(ii) fail to observe or perform any other term, covenant, condition or
agreement contained in any agreement or instrument evidencing or governing any
such Indebtedness if the effect of any failure referred to in this
clause (ii) is to cause, or to permit the holder or holders of such
Indebtedness or a trustee or other representative on its or their behalf (with
or without the giving of notice, the lapse of time or both) to cause, such
Indebtedness to become due prior to its stated maturity or become subject to a
mandatory offer purchase by the obligor; provided that
it shall not constitute an Event of Default pursuant to this paragraph
(f) unless the aggregate amount of all such Indebtedness referred to in
clauses (i) and (ii) exceeds $5.0 million at any one time (provided that, in the case of Hedging Obligations, the
amount counted for this purpose shall be the amount payable by all Companies if
such Hedging Obligations were terminated at such time);



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(g)           an involuntary
proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking (i) relief in respect of any
Company, or of a substantial part of the property of any Company, under Title
11 of the U.S. Code, as now constituted or hereafter amended, or any other
federal, state or foreign bankruptcy, insolvency, receivership or similar law;
(ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any Company or for a substantial part of
the property of any Company; or (iii) the winding-up or liquidation of any
Company; and such proceeding or petition shall continue undismissed for
60 days or an order or decree approving or ordering any of the foregoing
shall be entered;


(h)           any Loan Party shall
(i) voluntarily commence any proceeding or file any petition seeking
relief under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other federal, state or foreign bankruptcy,
insolvency, receivership or similar law; (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or
the filing of any petition described in clause (g) above; (iii) apply
for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any Loan Party or for a substantial part of
the property of any Loan Party; (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding;
(v) make a general assignment for the benefit of creditors;
(vi) become unable, admit in writing its inability or fail generally to
pay its debts as they become due; (vii) take any action for the purpose of
effecting any of the foregoing; or (viii) wind up or liquidate;


(i)            one or more
judgments, orders or decrees for the payment of money in an aggregate amount in
excess of $5.0 million shall be rendered against any Loan Party or any combination
thereof and the same shall remain undischarged, unvacated or unbonded for a
period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to levy
upon properties of any Loan Party to enforce any such judgment;


(j)            one or more ERISA
Events shall have occurred that, when taken together with all other such ERISA
Events, could reasonably be expected to result in a payment of money in an
aggregate amount in excess of $5.0 million or in the imposition of a Lien on
any properties of a Loan Party;


(k)           any security
interest and Lien purported to be created by any Security Document shall cease
to be in full force and effect, or shall cease to give the Collateral Agent,
for the benefit of the Secured Parties, the Liens, rights, powers and
privileges purported to be created and granted under such Security Document
(including a perfected first priority security interest in and Lien on all of
the Collateral thereunder (except as otherwise expressly provided in such
Security Document)) in favor of the Collateral Agent, or shall be asserted by
Borrower or any other Loan Party not to be a valid, perfected, first priority
(except as otherwise expressly provided in this Agreement or such Security
Document) security interest in or Lien on the Collateral covered thereby;


(l)            any Loan Document
or any material provisions thereof shall at any time and for any reason be
declared by a court of competent jurisdiction to be null and void, or a
proceeding shall be commenced by any Loan Party or any other person, or by any
Governmental Authority, seeking to establish the invalidity or unenforceability
thereof (exclusive of questions of interpretation



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of any provision thereof), or any Loan Party
shall repudiate or deny any portion of its liability or obligation for the
Obligations;


(m)          there shall have
occurred a Change in Control; or


(n)           any Company shall be
prohibited or otherwise restrained from conducting the business theretofore
conducted by it in any manner that has or could reasonably be expected to
result in a Material Adverse Effect by virtue of any determination, ruling,
decision, decree or order of any court or Governmental Authority of competent
jurisdiction;


then, and in every such event (other than an event
with respect to Borrower described in paragraph (g) or (h) above), and at
any time thereafter during the continuance of such event, the Administrative
Agent may, and at the request of the Required Lenders shall, by notice to
Borrower, take either or both of the following actions, at the same or
different times:  (i) terminate
forthwith the Commitments and (ii) declare the Loans and Reimbursement
Obligations then outstanding to be forthwith due and payable in whole or in
part, whereupon the principal of the Loans and Reimbursement Obligations so
declared to be due and payable, together with accrued interest thereon and any
unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by Borrower and the Guarantors, anything contained
herein or in any other Loan Document to the contrary notwithstanding; and in
any event, with respect to Borrower described in paragraph (g) or (h)
above, the Commitments shall automatically terminate and the principal of the
Loans and Reimbursement Obligations then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other Obligations of
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by
Borrower and the Guarantors, anything contained herein or in any other Loan Document
to the contrary notwithstanding.


SECTION 8.02   Rescission.  If at any time after termination of the
Commitments or acceleration of the maturity of the Loans, Borrower shall pay
all arrears of interest and all payments on account of principal of the Loans
and Reimbursement Obligations owing by it that shall have become due otherwise
than by acceleration (with interest on principal and, to the extent permitted
by law, on overdue interest, at the rates specified herein) and all Defaults
(other than non-payment of principal of and accrued interest on the Loans due
and payable solely by virtue of acceleration) shall be remedied or waived pursuant
to Section 10.02, then upon the written consent of the Required
Lenders and written notice to Borrower, the termination of the Commitments or
the acceleration and their consequences may be rescinded and annulled; but such
action shall not affect any subsequent Default or impair any right or remedy consequent
thereon.  The provisions of the preceding
sentence are intended merely to bind the Lenders and the Issuing Bank to a
decision that may be made at the election of the Required Lenders, and such
provisions are not intended to benefit Borrower and do not give Borrower the
right to require the Lenders to rescind or annul any acceleration hereunder,
even if the conditions set forth herein are met.


SECTION 8.03   Application of Proceeds.  The proceeds received by the Collateral Agent
in respect of any sale of, collection from or other realization upon all or any
part of the Collateral pursuant to the exercise by the Collateral Agent of its
remedies shall be applied, in full or in part, together with any other sums
then held by the Collateral Agent pursuant to this Agreement, promptly by the
Collateral Agent as follows:



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(a)           First,
to the payment of all reasonable costs and expenses, fees, commissions and
taxes of such sale, collection or other realization including compensation to
the Collateral Agent and its agents and counsel, and all expenses, liabilities
and advances made or incurred by the Collateral Agent in connection therewith
and all amounts for which the Collateral Agent is entitled to indemnification
pursuant to the provisions of any Loan Document, together with interest on each
such amount at the highest rate then in effect under this Agreement from and
after the date such amount is due, owing or unpaid until paid in full;


(b)           Second,
to the payment of all other reasonable costs and expenses of such sale,
collection or other realization including compensation to the other Secured
Parties and their agents and counsel and all costs, liabilities and advances
made or incurred by the other Secured Parties in connection therewith, together
with interest on each such amount at the highest rate then in effect under this
Agreement from and after the date such amount is due, owing or unpaid until
paid in full;


(c)           Third,
without duplication of amounts applied pursuant to clauses (a) and (b)
above, to the indefeasible payment in full in cash, pro rata,
of interest and other amounts constituting Obligations (other than principal,
Reimbursement Obligations and obligations to cash collateralize Letters of
Credit) and any fees, premiums and scheduled periodic payments due under Hedging
Agreements or Treasury Services Agreements constituting Secured Obligations and
any interest accrued thereon, in each case equally and ratably in accordance
with the respective amounts thereof then due and owing;


(d)           Fourth,
to the indefeasible payment in full in cash, pro rata,
of principal amount of the Obligations and any premium thereon (including
Reimbursement Obligations and obligations to cash collateralize Letters of
Credit) and any breakage, termination or other payments under Hedging
Agreements and Treasury Services Agreements constituting Secured Obligations
and any interest accrued thereon; and


(e)           Fifth,
the balance, if any, to the person lawfully entitled thereto (including the
applicable Loan Party or its successors or assigns) or as a court of competent
jurisdiction may direct.


In the event that any such proceeds are insufficient
to pay in full the items described in clauses (a) through (e) of this Section 8.03,
the Loan Parties shall remain liable, jointly and severally, for any deficiency.


ARTICLE
IX


THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT


SECTION 9.01   Appointment and Authority.  Each of the Lenders, the Issuing Bank and the
Synthetic LC Issuing Bank hereby irrevocably appoints UBS AG, Stamford Branch,
to act on its behalf as the Administrative Agent and the Collateral Agent
hereunder and under the other Loan Documents and authorizes such Agents to take
such actions on its behalf and to exercise such powers as are delegated to such
Agents by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto.  The
provisions of this Article are solely for the benefit of the Administrative
Agent, the Collateral Agent, the Lenders, the Issuing Bank and the Synthetic LC
Issuing Bank, and neither Borrower nor any other Loan Party shall have rights
as a third party beneficiary of any of such



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provisions; provided that
the provisions of Section 9.06 with respect to the replacement of the
Administrative Agent shall be for the benefit of the Loan Parties.


SECTION 9.02   Rights as a Lender.  Each person serving as an Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not an Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include each person serving as an Agent hereunder in its
individual capacity.  Such person and its
Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind
of business with Borrower or any Subsidiary or other Affiliate thereof as if
such person were not an Agent hereunder and without any duty to account
therefor to the Lenders.


SECTION 9.03   Exculpatory
Provisions.  No Agent shall have
any duties or obligations except those expressly set forth herein and in the
other Loan Documents.  Without limiting
the generality of the foregoing, no Agent:


(i)      shall be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing;


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


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


No Agent shall be liable for any action taken or not
taken by it (x) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as
such Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Section 10.02) or (y) in the absence of its own
gross negligence or willful misconduct. 
No Agent shall be deemed to have knowledge of any Default unless and
until notice describing such Default is given to such Agent by Borrower, a Lender
or the Issuing Bank.


No Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to such Agent.  Without
limiting the generality of the foregoing, the use of the term “agent” in this
Agreement with reference to the Administrative Agent or the Collateral Agent is
not intended to connote any



 103
 









fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law.  Instead, such term us used merely as a matter
of market custom and is intended to create or reflect only an administrative relationship
between independent contracting parties.


Each party to this Agreement acknowledges and agrees
that the Administrative Agent will use an outside service provider for the
tracking of all UCC financing statements required to be filed pursuant to the
Loan Documents and notification to the Administrative Agent, of, among other
things, the upcoming lapse or expiration thereof, and that such service
provider will be deemed to be acting at the request and on behalf of the
Borrower and the other Loan Parties.  No
Agent shall be liable for any action taken or not taken by such service
provider.


SECTION 9.04   Reliance by Agent.  Each Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper person.  Each Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the
proper person, and shall not incur any liability for relying thereon.  In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender, the Issuing
Bank or the Synthetic LC Issuing Bank, the Administrative Agent may presume
that such condition is satisfactory to such Lender, the Issuing Bank or the
Synthetic LC Issuing Bank unless the Administrative Agent shall have received
notice to the contrary from such Lender or the Issuing Bank prior to the making
of such Loan or the issuance of such Letter of Credit.  Each Agent may consult with legal counsel
(who may be counsel for Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.


SECTION 9.05   Delegation of Duties.  Each Agent may perform any and all of its duties
and exercise its rights and powers hereunder or under any other Loan Document
by or through, or delegate any and all such rights and powers to, any one or
more sub-agents appointed by such Agent. 
Each Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of
this Article shall apply to any such sub-agent and to the Related Parties
of each Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Agent.


SECTION 9.06   Resignation of Agent.  Each Agent may at any time give notice of its
resignation to the Lenders, the Issuing Bank and Borrower.  Upon receipt of any such notice of resignation,
the Required Lenders shall have the right with the consent of Borrower (such consent
not to be unreasonably withheld or delayed and not to be required if an Event
of Default has occurred and is continuing), to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States.  If
no such successor shall have been so appointed by the Required Lenders,
consented to by Borrower (such consent, if it is required, not to be
unreasonably withheld or delayed and not to be required if an Event of Default
has occurred and is continuing) and shall have accepted such appointment within
30 days after the retiring Agent gives notice of its resignation, then the
retiring Agent may on behalf of the Lenders and the Issuing Bank, appoint a
successor Agent meeting the qualifications set forth above provided that if the
Agent shall notify Borrower and the Lenders that no qualifying person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Agent shall
be discharged from its



 104
 









duties and obligations hereunder and under the other
Loan Documents (except that in the case of any collateral security held by the
Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the
Loan Documents, the retiring Collateral Agent shall continue to hold such
collateral security as nominee until such time as a successor Collateral Agent
is appointed) and (2) all payments, communications and determinations
provided to be made by, to or through an Agent shall instead be made by or to
each Lender and the Issuing Bank directly, until such time as the Required
Lenders appoint and Borrower consents (such consent not to be unreasonably withheld
or delayed and not be required if an Event of Default has occurred and is
continuing) to a successor Agent as provided for above in this paragraph.  Upon the acceptance of a successor’s
appointment as Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
(or retired) Agent, and the retiring Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this paragraph).  The fees payable by Borrower to a successor
Agent shall be the same as those payable to its predecessor unless otherwise
agreed between Borrower and such successor. 
After the retiring Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Article IX and Section 10.03
shall continue in effect for the benefit of such retiring Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Agent was acting as Agent.


SECTION 9.07   Non-Reliance on Agent and Other Lenders.  Each Lender, the Issuing Bank and the
Synthetic LC Issuing Bank acknowledges that it has, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Lender further represents and warrants that it has reviewed the
Confidential Information Memorandum and each other document made available to
it on the Platform in connection with this Agreement and has acknowledged and
accepted the terms and conditions applicable to the recipients thereof.  Each Lender, the Issuing Bank and the
Synthetic LC Issuing Bank also acknowledges that it will, independently and
without reliance upon any Agent or any other Lender and based on such documents
and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.


SECTION 9.08   No Other Duties, etc.  Anything herein to the contrary notwithstanding,
none of the Bookmanagers, Arrangers, Syndication Agent, Collateral Agent or
Co-Documentation Agent listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, the
Collateral Agent, a Lender or the Issuing Bank hereunder.


ARTICLE X


MISCELLANEOUS


SECTION 10.01   Notices.


(a)           Generally.  Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier as follows:



 105















(i)      if to any Loan Party, to Borrower at:


On Assignment, Inc.

26651 West Agoura Road

Calabasas, CA  91302

Attention:  James Brill, Senior Vice
President and Chief Financial Officer

Telecopier No.:  (866) 244-1590


with copies of any material notices or other
communications to:


Latham & Watkins LLP

633 West Fifth Street

Suite 400

Los Angeles, CA  90071

Attention:  Glen B. Collyer, Esq.

Telecopier No.:  (213) 891-8763


(ii)     if to the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Synthetic LC Issuing Bank, to it at:


UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut  06901

Attention:  Christopher Gomes

Telecopier No.:  (203) 719-4176


(iii)    if to a Lender, to it at its address (or
telecopier number) set forth in its Administrative Questionnaire; and


(iv)    if to the Swingline Lender, to it at:


UBS Loan Finance LLC

677 Washington Boulevard

Stamford, Connecticut  06901

Attention:  Christopher Gomes

Telecopier No.:  (203) 719-4176


Notices sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next
business day for the recipient).  Notices
delivered through electronic communications to the extent provided in paragraph (b)
below, shall be effective as provided in said paragraph (b).


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



 106
 









The Administrative Agent, the Collateral Agent or Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it (including as
set forth in Section 10.01(d)); provided that
approval of such procedures may be limited to particular notices or communications.


Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be
deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication
is available and identifying the website address therefor.


(c)           Change
of Address, etc.  Any party hereto
may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto.


(d)           Posting.  Each Loan Party hereby agrees that it will
provide to the Administrative Agent all information, documents and other
materials that it is obligated to furnish to the Administrative Agent pursuant
to this Agreement and any other Loan Document, including all notices, requests,
financial statements, financial and other reports, certificates and other
information materials, but excluding any such communication that
(i) relates to a request for a new, or a conversion of an existing,
Borrowing or other extension of credit (including any election of an interest
rate or interest period relating thereto), (ii) relates to the payment of
any principal or other amount due under this Agreement prior to the scheduled
date therefor, (iii) provides notice of any Default under this Agreement
or (iv) is required to be delivered to satisfy any condition precedent to
the effectiveness of this Agreement and/or any borrowing or other extension of
credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the
Communications in an electronic/soft medium in a format reasonably acceptable
to the Administrative Agent at DL-UBSAgency@ubs.com or at such other e-mail address(es)
provided to Borrower from time to time or in such other form, including hard
copy delivery thereof, as the Administrative Agent shall require.  In addition, each Loan Party agrees to
continue to provide the Communications to the Administrative Agent in the manner
specified in this Agreement or any other Loan Document or in such other form,
including hard copy delivery thereof, as the Administrative Agent shall
require.  Nothing in this Section
10.01 shall prejudice the right of the Agents, any Lender or any Loan Party
to give any notice or other communication pursuant to this Agreement or any
other Loan Document in any other manner specified in this Agreement or any
other Loan Document or as any such Agent shall require.


To the extent consented to by the Administrative Agent
in writing from time to time, Administrative Agent agrees that receipt of the
Communications by the Administrative Agent at its e-mail address(es) set forth
above shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of the Loan Documents; provided
that Borrower shall also deliver to the Administrative Agent an executed
original of each Compliance Certificate required to be delivered hereunder.


Each Loan Party further agrees that Administrative
Agent may make the Communications available to the Lenders by posting the
Communications on Intralinks or a substantially similar electronic transmission
system (the “Platform”).  The Platform is provided “as is” and “as
available.”  The Agents do not warrant
the accuracy or completeness of the Communications, or the adequacy of the 



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Platform and expressly disclaim liability for errors
or omissions in the communications.  No
warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code defects,
is made by any Agent in connection with the Communications or the
Platform.  In no event shall the
Administrative Agent or any of its Related Parties have any liability to the
Loan Parties, any Lender or any other person for damages of any kind, including
direct or indirect, special, incidental or consequential damages, losses or
expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s
or the Administrative Agent’s transmission of communications through the
Internet, except to the extent the liability of such person is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from such person’s gross negligence or willful misconduct.


SECTION 10.02   Waivers;
Amendment.


(a)           Generally. 
No failure or delay by any Agent, the Issuing Bank, the Synthetic LC
Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The rights and remedies of each Agent, the
Issuing Bank, the Synthetic LC Issuing Bank and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. 
No waiver of any provision of any Loan Document or consent to any
departure by any Loan Party therefrom shall in any event be effective unless
the same shall be permitted by this Section 10.02, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given.  Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
any Agent, any Lender, the Issuing Bank or the Synthetic LC Issuing Bank may
have had notice or knowledge of such Default at the time.  No notice or demand on Borrower in any case
shall entitle Borrower to any other or further notice or demand in similar or
other circumstances.


(b)           Required Consents. 
Subject to Section 10.02(c), (d) and (e), neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may
be waived, amended, supplemented or modified except, in the case of this Agreement,
pursuant to an agreement or agreements in writing entered into by Borrower and
the Administrative Agent or, in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative
Agent, the Collateral Agent (in the case of any Security Document) and the Loan
Party or Loan Parties that are party thereto, in each case with the written
consent of the Required Lenders; provided that
no such agreement shall be effective if the effect thereof would:


(i)      increase
the Commitment of any Lender without the written consent of such Lender (it
being understood that no amendment, modification, termination, waiver or
consent with respect to any condition precedent, covenant or Default shall
constitute an increase in the Commitment of any Lender);


(ii)     reduce
the principal amount of any Loan, Revolving LC Disbursement or Synthetic LC
Disbursement or reduce the rate of interest thereon (other than interest
pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or
change the form or currency of payment of any Obligation, without the written
consent of each Lender directly affected thereby (it being understood that any
amendment or modification to the financial definitions in this Agreement shall
not constitute a reduction in the rate of interest for purposes of this
clause (ii));



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(iii)    (A)
change the scheduled final maturity of any Loan, or any scheduled date of
payment of or the installment otherwise due on the principal amount of any Term
Loan under Section 2.09 (it being understood that any amendment or
modification to the mandatory prepayment provisions of Section 2.10 and
the definitions used therein shall not constitute a change in the scheduled
date for payment for purposes of this clause (A)), (B) postpone the date for payment
of any Reimbursement Obligation or any interest or fees payable hereunder, (C)
change the amount of, waive or excuse any such payment (other than waiver of
any increase in the interest rate pursuant to Section 2.06(c)), (D)
postpone the scheduled date of expiration of any Commitment or any Revolving
Letter of Credit beyond the Revolving Maturity Date, (E) postpone the scheduled
date of expiration of any Synthetic Letter of Credit beyond the Synthetic LC Maturity
Date, in any case, without the written consent of each Lender directly affected
thereby;


(iv)    increase
the maximum duration of Interest Periods hereunder, without the written consent
of each Lender directly affected thereby;


(v)     permit
the assignment or delegation by Borrower of any of its rights or obligations
under any Loan Document, without the written consent of each Lender;


(vi)    release
all or substantially all of the Subsidiary Guarantors from their Guarantee
(except as expressly provided in Article VII), or limit their
liability in respect of such Guarantee, without the written consent of each
Lender;


(vii)   release
all or a substantial portion of the Collateral from the Liens of the Security
Documents or alter the relative priorities of the Secured Obligations entitled
to the Liens of the Security Documents, in each case without the written
consent of each Lender (it being understood that additional Classes of Loans
pursuant to Section 2.20 or consented to by the Required Lenders may be
equally and ratably secured by the Collateral with the then existing Secured
Obligations under the Security Documents);


(viii)  change
Section 2.14(b), (c) or (d) in a manner that would
alter the pro rata sharing of payments or setoffs
required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements,
including the requirements of Sections 2.02(a), 2.17(d) and 2.18(d),
without the written consent of each Lender directly affected thereby;


(ix)    change
any provision of this Section 10.02(b) or Section 10.02(c)
or (d), without the written consent of each Lender directly affected
thereby (except for additional restrictions on amendments or waivers for the
benefit of Lenders of additional Classes of Loans pursuant to Section 2.20
or consented to by the Required Lenders);


(x)     change
the percentage set forth in the definition of “Required Lenders,” “Required
Class Lenders,” “Required Revolving Lenders” or any other provision of any Loan
Document (including this Section) specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), other than to increase such percentage or number or to give any additional
Lender or group of Lenders such right to waive, amend or modify or make any
such determination or grant any such consent;



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(xi)    change
the application of prepayments as among or between Classes under Section 2.10(h),
without the written consent of the Required Class Lenders of each Class that is
being allocated a lesser prepayment as a result thereof (it being understood
that the Required Lenders may waive, in whole or in part, any prepayment so
long as the application, as between Classes, of any portion of such prepayment
that is still required to be made is not changed and, if additional Classes of
Term Loans under this Agreement pursuant to Section 2.20 or consented to
by the Required Lenders are made, such new Term Loans may be included on a pro rata basis in the various prepayments required pursuant
to Section 2.10(h));


(xii)   change
or waive the application of prepayments of Term Loans of any Class set forth in
Section 2.10(h) to the remaining scheduled amortization payments to
be made thereon under Section 2.09, without the written consent of
the Required Class Lenders of such Class;


(xiii)  subordinate
the Obligations to any other obligation;


(xiv)  change
or waive any provision of Article X as the same applies to any Agent, or
any other provision hereof as the same applies to the rights or obligations of
any Agent, in each case without the written consent of such Agent;


(xv)   change
or waive any obligation of the Lenders relating to the issuance of or purchase
of participations in Letters of Credit, without the written consent of the
Administrative Agent and the Issuing Bank;


(xvi)  change
or waive any provision hereof relating to Swingline Loans (including the
definition of “Swingline Commitment”), without the written consent of the
Swingline Lender; or


(xvii) expressly
change or waive any condition precedent in Section 4.02 to any
Revolving Borrowing without the written consent of the Required Revolving Lenders;


provided, further,
that any waiver, amendment or modification prior to the earlier of (I) 90
days after the Closing Date and (II) the completion of the primary
syndication of the Commitments and Loans (as determined by the Arranger) may
not be effected without the written consent of the Arranger.


(c)           Collateral. 
Without the consent of any other person, the applicable Loan Party or
Parties and the Administrative Agent and/or Collateral Agent may (in its or
their respective sole discretion, or shall, to the extent required by any Loan
Document) enter into any amendment or waiver of any Loan Document, or enter
into any new agreement or instrument, to effect the granting, perfection, protection,
expansion or enhancement of any security interest in any Collateral or
additional property to become Collateral for the benefit of the Secured
Parties, or as required by local law to give effect to, or protect any security
interest for the benefit of the Secured Parties, in any property or so that the
security interests therein comply with applicable Requirements of Law.


(d)           Dissenting Lenders. 
If, in connection with any proposed change, waiver, discharge or
termination of the provisions of this Agreement as contemplated by Section 10.02(b),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then Borrower
shall have the right to replace all, but not less than all, of such
non-consenting Lender or Lenders (so long as all non-consenting Lenders are so
replaced) with one or more persons pursuant to Section 2.16 so long
as at the time of such replacement each such new Lender consents to the
proposed change, waiver, discharge or termination.  Each Lender agrees that, if 



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Borrower elects to replace such Lender in
accordance with this Section, it shall promptly execute and deliver to the
Administrative Agent an Assignment and Assumption to evidence such sale and
purchase and shall deliver to the Administrative Agent any Note (if Notes have
been issued in respect of such Lender’s Loans) subject to such Assignment and
Assumption; provided that the
failure of any such non-consenting Lender to execute an Assignment and
Assumption shall not render such sale and purchase (and the corresponding
assignment) invalid and such assignment shall be recorded in the Register.


(e)           Refinanced Term Loans.  In addition, notwithstanding the foregoing,
this Agreement may be amended with the written consent of the Administrative
Agent, Borrower and the Lenders providing the relevant Replacement Term Loans
(as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement
term loan tranche hereunder which shall constitute Term Loans hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of Replacement
Term Loans shall not exceed the aggregate principal amount of Refinanced Term
Loans, (b) the Applicable Margin for Replacement Term Loans shall not be
higher than the Applicable Margin for Refinanced Term Loans, (c) the
weighted average life to maturity of Replacement Term Loans shall not be
shorter than the weighted average life to maturity of Refinanced Term Loans at
the time of such refinancing and (d) all other terms applicable to
Replacement Term Loans shall be substantially identical to, or less favorable
to the Lenders providing Replacement Term Loans than, those applicable to
Refinanced Term Loans, except to the extent necessary to provide for covenants
and other terms applicable to any period after the Final Maturity Date in
effect immediately prior to such refinancing.


SECTION 10.03   Expenses;
Indemnity; Damage Waiver.


(a)           Costs and Expenses. 
Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, the Collateral Agent and their respective
Affiliates (including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent and/or the Collateral Agent) in connection with
the syndication of the credit facilities provided for herein (including the
obtaining and maintaining of CUSIP numbers for the Loans), the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendment, amendment and restatement, modification
or waiver of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), including in connection
with post-closing searches to confirm that security filings and recordations
have been properly made and including any costs and expenses of the service
provider referred to in Section 9.03, (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder, (iii) all reasonable out-of-pocket
expenses incurred by the Synthetic LC Issuing Bank in connection with the
issuance of any Synthetic Letter of Credit or any demand for payment
thereunder, (iv) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, the Collateral Agent, any Lender, the
Issuing Bank or the Synthetic LC Issuing Bank (including the fees, charges and
disbursements of any counsel for the Administrative Agent, the Collateral
Agent, any Lender, the Issuing Bank or the Synthetic LC Issuing Bank), in
connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under
this Section 10.03, or (B) in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit and (v) all documentary and similar taxes
and charges in respect of the Loan Documents.


(b)           Indemnification by Borrower.  Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent
thereof) each Lender, the



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Issuing Bank and the Synthetic LC Issuing
Bank, and each Related Party of any of the foregoing persons (each such person
being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related reasonable expenses (including the reasonable
fees, charges and disbursements of any counsel for any Indemnitee) incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by
Borrower or any other Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan
Document, or any amendment, amendment and restatement, modification or waiver
of the provisions hereof or thereof, or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the Issuing Bank or the Synthetic LC Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or Release or threatened
Release of Hazardous Materials on, at, under or from any property owned, leased
or operated by any Company at any time, or any Environmental Claim related in
any way to any Company, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (y) result from a claim brought by Borrower or any
other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if
Borrower or such Loan Party has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.


(c)           Reimbursement by Lenders.  To the extent that Borrower for any reason
fails to indefeasibly pay any amount required under paragraph (a)
or (b) of this Section 10.03 to be paid by it to the Administrative
Agent (or any sub-agent thereof), the Collateral Agent, the Issuing Bank, the
Synthetic LC Issuing Bank, the Swingline Lender or any Related Party of any of
the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the
Issuing Bank, the Synthetic LC Issuing Bank, the Swingline Lender or such
Related Party, as the case may be, such Lender’s pro
rata share (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent), the Collateral Agent (or any
sub-agent thereof), the Swingline Lender, the Synthetic LC Issuing Bank or the
Issuing Bank in its capacity as such, or against any Related Party of any of
the foregoing acting for the Administrative Agent (or any such sub-agent), the
Collateral Agent (or any sub-agent thereof), the Swingline Lender, the Synthetic
LC Issuing Bank or Issuing Bank in connection with such capacity.  The obligations of the Lenders under this paragraph (c)
are subject to the provisions of Section 2.14.  For purposes hereof, a Lender’s “pro  rata share”
shall be determined based upon its share of the sum of the total Revolving
Exposure, outstanding Term Loans and unused Commitments at the time.


(d)           Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable
Requirements of Law, no Loan Party shall assert, and each Loan Party hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions 



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contemplated hereby or thereby, any Loan or
Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in paragraph (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.


(e)           Payments. 
All amounts due under this Section shall be payable not later than 3
Business Days after demand therefor.


SECTION
10.04   Successors and Assigns.


(a)           Successors and Assigns Generally.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent, the Collateral
Agent, the Issuing Lender, the Swingline Lender and each Lender and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an Eligible Assignee in accordance with the provisions of
paragraph (b) of this Section 10.04, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this Section
10.04 or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of paragraph (f) of this Section (and any
other attempted assignment or transfer by Borrower or any Lender shall be null
and void).  Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any person (other than the
parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in paragraph (d) of this Section and,
to the extent expressly contemplated hereby, the other Indemnitees) any legal
or equitable right, remedy or claim under or by reason of this Agreement.


(b)           Assignments by Lenders.  Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that


(i)      except
in the case of any assignment made in connection with the primary syndication
of the Commitment and Loans by the Arranger or an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of
the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date) shall not be
less than $5.0 million, in the case of any assignment in respect of Revolving
Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment
in respect of Term Loans and/or Term Loan Commitments, unless each of the
Administrative Agent and, so long as no Default has occurred and is continuing,
Borrower otherwise consent (each such consent not to be unreasonably withheld
or delayed);


(ii)     each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loan or the Commitment assigned, except that this
clause (ii) shall not prohibit any Lender from



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assigning all or a portion of its rights and obligations among separate
tranches on a non-pro rata basis; and


(iii)    the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.


Subject to acceptance and recording thereof by the
Administrative Agent pursuant to paragraph (c) of this Section 10.04,
from and after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 2.12, 2.13, 2.15 and 10.03
with respect to facts and circumstances occurring prior to the effective date
of such assignment.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (d) of this Section 10.04.


(c)           Register. 
The Administrative Agent, acting solely for this purpose as an agent of
Borrower, shall maintain at one of its offices in Stamford, Connecticut a copy
of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The entries
in the Register shall be conclusive, and Borrower, the Administrative Agent,
the Issuing Bank and the Lenders may treat each person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by Borrower, the Issuing Bank, the Collateral Agent, the Swingline
Lender and any Lender (with respect to its own interest only), at any reasonable
time and from time to time upon reasonable prior notice.


(d)           Participations. 
Any Lender may at any time, without the consent of, or notice to,
Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender
sell participations to any person (other than a natural person or Borrower or
any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) Borrower,
the Administrative Agent and the Lenders and Issuing Bank shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.


Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce the Loan Documents and to approve any amendment, modification
or waiver of any  provision of the Loan
Documents; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in clause (i), (ii) or
(iii) of the first proviso to Section



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10.02(b)
that affects such Participant.  Subject
to paragraph (e) of this Section, Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15
(subject to the requirements of those Sections) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section.  To
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.14 as though it were a
Lender.


(e)           Limitations on Participant Rights.  A Participant shall not be entitled to
receive any greater payment under Sections 2.12, 2.13 and 2.15
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the
participation to such Participant is made with Borrower’s prior written
consent.


(f)            Certain Pledges. 
Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.  In the case of any Lender that is a fund that
invests in bank loans, such Lender may, without the consent of Borrower or the
Administrative Agent, collaterally assign or pledge all or any portion of its
rights under this Agreement, including the Loans and Notes or any other
instrument evidencing its rights as a Lender under this Agreement, to any
holder of, trustee for, or any other representative of holders of, obligations
owed or securities issued, by such fund, as security for such obligations or
securities.


(g)           Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable Requirement
of Law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.


SECTION 10.05   Survival
of Agreement.  All covenants,
agreements, representations and warranties made by the Loan Parties in the Loan
Documents and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Agents, the Issuing Bank, the Synthetic LC Issuing Bank or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not expired or terminated.  The
provisions of Sections 2.12, 2.14, 2.15 and Article X
(other than Section 10.12) shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the payment of the Reimbursement Obligations, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.



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SECTION 10.06   Counterparts;
Integration; Effectiveness.  This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents,
and any separate letter agreements with respect to fees payable to the
Administrative Agent, constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopier shall
be effective as delivery of a manually executed counterpart of this Agreement.


SECTION 10.07   Severability.  Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


SECTION 10.08   Right of
Setoff.  If an Event of Default
shall have occurred and be continuing, each Lender, the Issuing Bank, the
Synthetic LC Issuing Bank and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by applicable Requirements of Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the Issuing Bank, the Synthetic LC Issuing Bank or
any such Affiliate to or for the credit or the account of Borrower or any other
Loan Party against any and all of the obligations of Borrower or such Loan
Party now or hereafter existing under this Agreement or any other Loan Document
to such Lender, the Synthetic LC Issuing Bank or the Issuing Bank, irrespective
of whether or not such Lender, the Synthetic LC Issuing Bank or the Issuing
Bank shall have made any demand under this Agreement or any other Loan Document
and although such obligations of Borrower or such Loan Party may be contingent
or unmatured or are owed to a branch or office of such Lender, the Synthetic LC
Issuing Bank or the Issuing Bank different from the branch or office holding
such deposit or obligated on such indebtedness. 
The rights of each Lender, the Issuing Bank, the Synthetic LC Issuing
Bank and their respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff) that such Lender,
the Issuing Bank, the Synthetic LC Issuing Bank or their respective Affiliates
may have.  Each Lender, the Synthetic LC
Issuing Bank and the Issuing Bank agrees to notify Borrower and the Administrative
Agent promptly after any such setoff and application; provided
that the failure to give such notice shall not affect the validity of such
setoff and application.


SECTION 10.09   Governing
Law; Jurisdiction; Consent to Service of Process.


(a)           Governing
Law.  This Agreement shall be
construed in accordance with and governed by the law of the State of New York,
without regard to conflicts of law principles that would require the application
of the laws of another jurisdiction.


(b)           Submission
to Jurisdiction.  Each Loan Party
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to any Loan Document, or for
recognition or enforcement of any judgment, and each of the



 116
 









parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State court or, to the fullest extent permitted by applicable
law, in such Federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing
Bank, the Synthetic LC Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document
against any Loan Party or its properties in the courts of any jurisdiction.


(c)           Waiver
of Venue.  Each Loan Party hereby
irrevocably and unconditionally waives, to the fullest extent permitted by
applicable Requirements of Law, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to
in Section 10.09(b).  Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
applicable Requirements of Law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


(d)           Service
of Process.  Each party hereto
irrevocably consents to service of process in any action or proceeding arising
out of or relating to any Loan Document, in the manner provided for notices
(other than telecopier) in Section 10.01.  Nothing in this Agreement or any other Loan
Document will affect the right of any party hereto to serve process in any
other manner permitted by applicable Requirements of Law.


SECTION 10.10   Waiver of
Jury Trial.  Each Loan Party
hereby waives, to the fullest extent permitted by applicable Requirements of
Law, any right it may have to a trial by jury in any legal proceeding directly
or indirectly arising out of or relating to this Agreement, any other Loan Document
or the transactions contemplated hereby (whether based on contract, tort or any
other theory).  Each party hereto
(a) certifies that no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in
the event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it and the other parties hereto have been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this Section.


SECTION 10.11   Headings.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into consideration
in interpreting, this Agreement.


SECTION 10.12   Treatment
of Certain Information; Confidentiality.  Each of the Administrative Agent, the
Lenders, the Synthetic LC Issuing Bank and the Issuing Bank agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to
the extent requested by any Governmental Authority or regulatory authority
(including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable
Requirements of Law or by any subpoena or similar legal process, (d) to
any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section 10.12, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (ii) any actual
or



 117
 









prospective counterparty (or its advisors) to any swap
or derivative transaction relating to Borrower and its obligations or (iii) any
rating agency for the purpose of obtaining a credit rating applicable to any
Lender, (g) with the consent of Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative
Agent, any Lender, the Synthetic LC Issuing Bank the Issuing Bank or any of
their respective Affiliates on a nonconfidential basis from a source other than
Borrower.  For purposes of this Section, “Information” means all information received from Borrower or
any of its Subsidiaries relating to Borrower or any of its Subsidiaries or any
of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender, the Synthetic LC Issuing
Bank or the Issuing Bank on a nonconfidential basis prior to disclosure by
Borrower or any of its Subsidiaries; provided that,
in the case of information received from Borrower or any of its Subsidiaries
after the date hereof, such information is clearly identified at the time of
delivery as confidential.  Any person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such person has exercised the same degree of care to maintain the
confidentiality of such Information as such person would accord to its own
confidential information.


SECTION 10.13   USA
PATRIOT Act Notice.  Each Lender
that is subject to the Act (as hereinafter defined) and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies Borrower
that pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies Borrower, which information includes the name, address and tax
identification number of Borrower and other information regarding Borrower that
will allow such Lender or the Administrative Agent, as applicable, to identify
Borrower in accordance with the Act. 
This notice is given in accordance with the requirements of the Act and
is effective as to the Lenders and the Administrative Agent.


SECTION 10.14   Interest
Rate Limitation.  Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated
as interest on such Loan under applicable Requirements of Law (collectively,
the “Charges”), shall exceed the maximum
lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable Requirements of Law, the rate of
interest payable in respect of such Loan hereunder, together with all Charges
payable in respect thereof, shall be limited to the Maximum Rate and, to the
extent lawful, the interest and Charges that would have been payable in respect
of such Loan but were not payable as a result of the operation of this Section
shall be cumulated and the interest and Charges payable to such Lender in
respect of other Loans or periods shall be increased (but not above the Maximum
Rate therefor) until such cumulated amount, together with interest thereon at
the Federal Funds Effective Rate to the date of repayment, shall have been
received by such Lender.


SECTION 10.15   Lender
Addendum.  Each Lender to become
a party to this Agreement on the date hereof shall do so by delivering to the
Administrative Agent a Lender Addendum duly executed by such Lender, Borrower
and the Administrative Agent.


SECTION 10.16   Obligations
Absolute.  To the fullest extent
permitted by applicable Requirements of Law, all obligations of the Loan
Parties hereunder shall be absolute and unconditional irrespective of:


(a)           any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of any Loan Party;



 118
 









(b)           any lack of validity
or enforceability of any Loan Document or any other agreement or instrument
relating thereto against any Loan Party;


(c)           any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from any Loan Document or any other agreement or instrument relating thereto;


(d)           any exchange,
release or non-perfection of any other Collateral, or any release or

amendment or waiver of or consent to any departure from any guarantee, for all
or any of the Obligations;


(e)           any exercise or
non-exercise, or any waiver of any right, remedy, power or privilege under or
in respect hereof or any Loan Document; or


(f)            any other
circumstances which might otherwise constitute a defense available to, or a
discharge of, the Loan Parties.


None of the above provisions shall permit the
amendment or other modification of any Loan Document without the consent of a
Loan Party, if the amendment or modification, pursuant to the provisions of
such Loan Document, requires the agreement of such Loan Party for such
amendment or modification.


SECTION 10.17   Dollar
Equivalent Calculations.  For
purposes of this Agreement, the Dollar Equivalent of the stated amount of each
Letter of Credit that is an Alternate Currency Letter of Credit shall be
calculated on the date when any such Letter of Credit is issued, on the first
Business Day of each month and at such other times as designated by the
Administrative Agent.  Such Dollar Equivalent
shall remain in effect until the same is recalculated by the Administrative
Agent as provided above and notice of such recalculation is received by
Borrower, it being understood that until such notice of such recalculation is
received, the Dollar Equivalent shall be that Dollar Equivalent as last reported
to Borrower by the Administrative Agent. 
The Administrative Agent shall promptly notify Borrower and the Lenders
of each such determination of the Dollar Equivalent.


SECTION 10.18   Judgment
Currency.


(a)           Borrower’s
obligation hereunder and under the other Loan Documents to make payments in the
applicable Approved Currency (pursuant to such obligation, the “Obligation Currency”) shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective
receipt by the Administrative Agent or the respective Lender of the full amount
of the Obligation Currency expressed to be payable to the Administrative Agent
or such Lender under this Agreement or the other Loan Documents.  If, for the purpose of obtaining or enforcing
judgment against Borrower in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the
Obligation Currency, the conversion shall be made at the Relevant Currency
Equivalent, and in the case of other currencies, the rate of exchange (as
quoted by the Administrative Agent or if the Administrative Agent does not
quote a rate of exchange on such currency, by a known dealer in such currency
designated by the Administrative Agent) determined, in each case, as of the Business
Day immediately preceding the day on which the judgment is given (such Business
Day being hereinafter referred to as the “Judgment
Currency Conversion Date”).



 119
 









(b)           If
there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, Borrower covenants
and agrees to pay, or cause to be paid, such additional amounts, if any (but in
any event not a lesser amount) as may be necessary to ensure that the amount
paid in the Judgment Currency, when converted at the rate of exchange
prevailing on the date of payment, will produce the amount of the Obligation Currency
which could have been purchased with the amount of Judgment Currency stipulated
in the judgment or judicial award at the rate of exchange prevailing on the
Judgment Currency Conversion Date.


(c)           For
purposes of determining the Relevant Currency Equivalent or any other rate of
exchange for this Section 10.18, such amounts shall include any
premium and costs payable in connection with the purchase of the Obligation
Currency.


[Signature Pages
Follow]



 120















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


	
  

  	
  ON ASSIGNMENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter T. Dameris

  
	
   

  	
   

  	
  Name: Peter T. Dameris

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  VISTA STAFFING INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Brouse

  
	
   

  	
   

  	
  Name: Mark S. Brouse

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  ON ASSIGNMENT STAFFING SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristi Wolff

  
	
   

  	
   

  	
  Name: Kristi Wolff

  
	
   

  	
   

  	
  Title: President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  VISTA STAFFING SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Brouse

  
	
   

  	
   

  	
  Name: Mark S. Brouse

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  VISTA PHYSICIAN SEARCH AND CONSULTING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Brouse

  
	
   

  	
   

  	
  Name: Mark S. Brouse

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  VSS HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Brouse

  
	
   

  	
   

  	
  Name: Mark S. Brouse

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  



 



 S-1
 









 


	
  

  	
  ASSIGNMENT READY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristi Wolff

  
	
   

  	
   

  	
  Name: Kristi Wolff

  
	
   

  	
   

  	
  Title: President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  OXFORD GLOBAL RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael McGowan

  
	
   

  	
   

  	
  Name: Michael McGowan

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  



 



 S-2
 









 


	
  

  	
  UBS SECURITIES LLC, as Arranger and Syndication
  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  
	
   

  	
   

  	
  Name: Richard L. Tavrow

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  
	
   

  	
   

  	
  Name: Irja R. Otsa

  
	
   

  	
   

  	
  Title: Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS AG, STAMFORD BRANCH, as Issuing Bank, Synthetic
  LC Issuing Bank, Administrative Agent, Collateral Agent and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  
	
   

  	
   

  	
  Name: Richard L. Tavrow

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  
	
   

  	
   

  	
  Name: Irja R. Otsa

  
	
   

  	
   

  	
  Title: Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC, as Swingline Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  
	
   

  	
   

  	
  Name: Richard L. Tavrow

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  
	
   

  	
   

  	
  Name: Irja R. Otsa

  
	
   

  	
   

  	
  Title: Associate Director

  
	
   

  	
   

  	
   

  



 



 S-3
 









 


	
  

  	
  FIFTH THIRD BANK, as a Revolving Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Losey

  
	
   

  	
   

  	
  Name: Gary Losey

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as a Revolving Lender and
  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean S. Manthorne

  
	
   

  	
   

  	
  Name: Jean S. Manthorne

  
	
   

  	
   

  	
  Title: Sernior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK, as a Revolving Lender and
  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel S. Komitor

  
	
   

  	
   

  	
  Name: Daniel S. Komitor

  
	
   

  	
   

  	
  Title: Director

  



 



 S-4















Annex I


Applicable Margin and Applicable Fee




	
  Total

  	
   

  	
  Revolving Loans Applicable Margin

  	
   

  	
   

  
	
  Leverage Ratio

  	
   

  	
  Eurodollar

  	
   

  	
  ABR

  	
   

  	
  Applicable Fee

  
	
  Level I  

  >2.5:1.0

  	
   

  	
  2.25%

  	
   

  	
  1.25%

  	
   

  	
  0.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level II  

  <2.5:1.0 but >1.75:1.0

  	
   

  	
  2.00%

  	
   

  	
  1.00%

  	
   

  	
  0.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level III  

  <1.75:1.0

  	
   

  	
  1.75%

  	
   

  	
  0.75%

  	
   

  	
  0.375%

  






 


Each change in the Applicable Margin and/or Applicable
Fee resulting from a change in the Total Leverage Ratio shall be effective with
respect to all Revolving Loans, Letters of Credit and Revolving Commitments
outstanding on and after the date of delivery to the Administrative Agent of
the financial statements and certificates required by Section 5.01(a)
or (b) and Section 5.01(d), respectively, indicating such
change until the date immediately preceding the next date of delivery of such
financial statements and certificates indicating another such change.  Notwithstanding the foregoing, the Total
Leverage Ratio shall be deemed to be in Level I (i) from the Closing Date to
the date of delivery to the Administrative Agent of the financial statements
and certificates required by Section 5.01(a) or (b) and Section 5.01(d)
for the fiscal period ended at least six months after the Closing Date,
(ii) at any time during which Borrower has failed to deliver the financial
statements and certificates required by Section 5.01(a) or (b)
and Section 5.01(d), respectively, and (iii) at any time
during the existence of an Event of Default.


In the event that any financial statement or
certificate required by Section 5.01(c) is shown to be inaccurate (regardless
of whether this Agreement or the Commitments are in effect), and such
inaccuracy, if corrected, would have led to the application of a higher
Applicable Rate for any period (an “Applicable Period”)
than the Applicable Rate applied for such Applicable Period: (x) the Borrower
shall immediately deliver to the Administrative Agent a correct certificate for
such Applicable Period, (y) the Applicable Rate for such Applicable Period
shall be determined by reference to such certificate, and (z) the Borrower
shall immediately pay to the Administrative Agent the accrued additional
interest owing as a result of such increased Applicable Rate for such
Applicable Period, which payment shall be promptly applied by the
Administrative Agent in accordance with the terms hereof.  This paragraph
shall not limit any other rights and remedies of the Administrative Agent and
the Lenders hereunder.


















Annex
II


Amortization Table


	
  Date

  	
   

  	
  Term Loan

  Amount

  
	
   

  	
   

  	
   

  
	
  March 31, 2007

  	
   

  	
  $362,500

  
	
  June 30, 2007

  	
   

  	
  $362,500

  
	
  September 30,
  2007

  	
   

  	
  $362,500

  
	
  December 31,
  2007

  	
   

  	
  $362,500

  
	
  March 31, 2008

  	
   

  	
  $362,500

  
	
  June 30, 2008

  	
   

  	
  $362,500

  
	
  September 30,
  2008

  	
   

  	
  $362,500

  
	
  December 31,
  2008

  	
   

  	
  $362,500

  
	
  March 31, 2009

  	
   

  	
  $362,500

  
	
  June 30, 2009

  	
   

  	
  $362,500

  
	
  September 30,
  2009

  	
   

  	
  $362,500

  
	
  December 31,
  2009

  	
   

  	
  $362,500

  
	
  March 31, 2010

  	
   

  	
  $362,500

  
	
  June 30, 2010

  	
   

  	
  $362,500

  
	
  September 30,
  2010

  	
   

  	
  $362,500

  
	
  December 31,
  2010

  	
   

  	
  $362,500

  
	
  March 31, 2011

  	
   

  	
  $362,500

  
	
  June 30, 2011

  	
   

  	
  $362,500

  
	
  September 30,
  2011

  	
   

  	
  $362,500

  
	
  December 31,
  2011

  	
   

  	
  $362,500

  
	
  March 31, 2012

  	
   

  	
  $362,500

  
	
  June 30, 2012

  	
   

  	
  $362,500

  
	
  September 30,
  2012

  	
   

  	
  $362,500

  
	
  December 31,
  2012

  	
   

  	
  $362,500

  
	
  January 31, 2013

  	
   

  	
  $136,300,000