EXHIBIT 4.1
    

    
      

      

      

      

      


    

    
      $50,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
    

    
      

      Dated as of August 18, 2008
    

    
      


    

    
      among
    

    
      

      NAPCO SECURITY SYSTEMS, INC.
as the Borrower,
    

    
      

      The Several Lenders from
Time to Time Parties Hereto
and
HSBC
      BANK USA, NATIONAL ASSOCIATION
as Administrative Agent and
      Collateral Agent
    

    
      

      

      

      

      

      

      XXXII

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      

      TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS     2
SECTION
      2. AMOUNT AND TERMS OF COMMITMENTS     17
SECTION
      3. LETTERS OF CREDIT     21
SECTION 4.
      GENERAL PROVISIONS    24
SECTION 5.
      REPRESENTATIONS AND WARRANTIES     35
SECTION
      6. CONDITIONS PRECEDENT        40
SECTION
      7. AFFIRMATIVE COVENANTS     44
SECTION 8.
      NEGATIVE COVENANTS           47
SECTION
      9. EVENTS OF DEFAULT              51
SECTION
      10. THE AGENT AND THE ARRANGER     54
SECTION
      11. MISCELLANEOUS     57
SCHEDULES:
I         Commitments;
      Addresses
II        Domestic Subsidiaries; Foreign Subsidiaries
III       Existing
      Letters of Credit
5.8      Real Property Owned and Leased
5.10    Tax
      Filings and Payments
5.18    Insurance
7.10    Accounts
8.2    
       Existing Indebtedness
8.3      Existing Liens
8.4      Existing
      Guarantee Obligations
8.9(e)   Existing Investments
EXHIBITS:
A-1      Form
      of Term Loan Note
A-2      Form of Revolving Credit Note
A-3      Form
      of Swing Line Note
B-1      Form of Guarantee Agreement
B-2      Form
      of Security Agreement
C         Form of Assignment and Acceptance
D         Form
      of Swing Line Loan Participation Certificate
E         Form of
      Opinion of Forchelli, Curto, Crowe, Deegan, Schwartz, Mineo & Cohn, LLP
F         Form
      of Closing Certificate
G         Form of U.S. Tax Compliance
      Certificate
H         Form of Covenant Compliance Certificate
    

    
      1
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 18, 2008 (this
      “Credit Agreement”), among NAPCO SECURITY SYSTEMS, INC. a
      Delaware corporation (the “Borrower”),  CAPITAL ONE, N.A.,
      a national banking association, HSBC BANK USA, NATIONAL ASSOCIATION, a
      national banking association and other financial institutions from time
      to time parties hereto as lenders (collectively, the “Lenders”),
      HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as
      administrative agent and collateral agent for the Lenders hereunder (in
      such capacities, the “Administrative Agent” and the “Collateral
      Agent,” respectively and each an “Agent”)
    

    
      W I T N E S S E T
      H :
    

    
      WHEREAS, the Borrower is party to that certain Credit Agreement dated as
      of September 7, 2007, as amended from time to time prior to the date
      hereof, together with HSBC Bank USA, National Association (the “Existing
      Credit Agreement”);
    

    
      WHEREAS, the Borrower entered into an Asset Purchase Agreement, dated as
      of August 18, 2008 (the “Acquisition Agreement”),
      pursuant to which the Borrower will acquire substantially all of the
      assets (the “Transaction”) of G. Marks Hardware, Inc. d/b/a
      Marks US (“Marks”) for approximately $25,000,000 (subject to adjustments
      as set forth in the Acquisition Agreement) plus the assumption of
      certain liabilities;
    

    
      WHEREAS, the Borrower has requested that the Lenders agree to amend and
      restate the Existing Credit Agreement to, among other things, provide
      for a $25,000,000 term loan facility to partially fund the Transaction
      and to amend certain other provisions of the Existing Credit Agreement,
      (x) for the purpose of repaying borrowings outstanding under the
      Existing Credit Agreement on the Closing Date (the “Refinancing”)
      and paying any fees, commissions and expenses in connection therewith,
      (y) for working capital and other general corporate purposes of the
      Borrower and its Subsidiaries and (z) for any Acceptable Acquisitions
      consummated after the Closing Date;
    

    
      WHEREAS, the Lenders are willing to so amend and restate the Existing
      Credit Agreement in its entirety;
    

    
      NOW, THEREFORE, in consideration of the premises and the mutual
      covenants herein set forth, the parties hereto agree that the Existing
      Credit Agreement is hereby amended and restated as of the Closing Date
      to read in its entirety as follows:
    

    
      DEFINITIONS
    

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

    
      “Acceptable Acquisition”:  any stock and/or cash
      Acquisition of an equity interest in, or assets of, a corporation,
      partnership or other entity engaged in a similar line of business of the
      Borrower and its Consolidated Subsidiaries, which Acquisition, with
      respect to the Person which is the subject of such Acquisition, has been
      either (a) approved by the board of directors or other appropriate
      governing body of such Person or (b) recommended for approval by such
      board or other governing body to the shareholders, members, partners, or
      other owners of such Person and subsequently approved by such
      shareholders, members partners, or other owners of such Person as
      required under applicable law or by the by-laws or the certificate of
      incorporation or other organization documents of such Person; provided,
      however, that unless approved by the Required Lenders:
    

    
      (i)       no Acquisition shall be an Acceptable Acquisition if a Default
      or Event of Default shall have occurred and be continuing or would
      result after giving effect thereto (as evidenced in a pro-forma covenant
      compliance certificate, in form and substance approved by the
      Administrative Agent, furnished by the Borrower);
    

    
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       (ii)     the “Acceptable Acquisition Purchase Price” (defined below),
      either singly or in the aggregate, of Acceptable Acquisition(s) shall
      not exceed $5,000,000 during the Revolving Credit Commitment Period; and
    

    
      (iii)     in the case of an Acquisition of a Foreign Subsidiary, the
      business to be acquired shall be acquired by the Borrower or a Guarantor
      which is a Domestic Subsidiary.
    

    
      As used herein, “Acceptable Acquisition Purchase Price” means, with
      respect to any Acquisition, collectively, without duplication, (i) all
      cash paid by the Borrower and any of its Consolidated Subsidiaries in
      connection with such Acquisition, including in respect of transaction
      cost, fees and other expenses incurred by the Borrower or any of its
      Consolidated Subsidiaries in connection with such Acquisition, (ii) all
      Indebtedness created, and all Indebtedness assumed, by the Borrower or
      any of its Consolidated Subsidiaries in connection with such
      Acquisition, including, without limitation, the maximum amount of any
      purchase price to be paid pursuant to any “earn out” provision contained
      in the agreements related to any Acquisition, (iii) the value of all
      Capital Stock issued by the Borrower or any of its Consolidated
      Subsidiaries in connection with such Acquisition, and (iv) any deferred
      portion of the purchase price or any other costs paid by the Borrower or
      any of its Consolidated Subsidiaries in connection with such Acquisition
      including, but not limited to, consulting agreements and non-compete
      agreements.  For purposes of this definition, if any “earn out”
      provision does not provide for a maximum payment, the maximum amount of
      any purchase price to be paid pursuant to any “earn out” provision shall
      be determined by the Required Lenders on a reasonable basis, on the
      basis of the Borrower’s projections.
    

    
       “Acquisition”:  any transaction or series of related
      transactions by which the Borrower or any of its Subsidiaries (a)
      acquires any going business or all or substantially all of the assets of
      any Person, whether through purchase of assets, merger or otherwise or
      (b) directly or indirectly acquires (in one transaction or in a series
      of related transactions) at least (i) a majority (in number of votes) of
      the Capital Stock having ordinary voting power for the election of
      directors (or other managers) of any Person or (ii) a majority of the
      ownership interests in any Person.
    

    
      “Acquisition Agreement”:  as defined in the recitals hereto.
    

    
      “Administrative Agent”:  as defined in the preamble hereto,
      and shall include any successor appointed in accordance with subsection
      10.9.
    

    
       “Affiliate”:  of any Person, (a) any other Person
      (other than a wholly owned Subsidiary of such Person) which, directly or
      indirectly, is in control of, is controlled by, or is under common
      control with, such Person or (b) any other Person who is a director or
      officer of (i) such Person, (ii) any Subsidiary of such Person or
      (iii) any Person described in clause (a) above.  For purposes of this
      definition, a Person shall be deemed to be “controlled by” such other
      Person if such other Person possesses, directly or indirectly, power
      either to (A) vote 10% or more of the securities having ordinary voting
      power for the election of directors of such first Person or (B) direct
      or cause the direction of the management and policies of such first
      Person whether by contract or otherwise.
    

    
      “Agent”:  as defined in the preamble hereto.
    

    
       “Aggregate Available Revolving Credit Commitments”:  as
      at any date of determination with respect to all Revolving Lenders, the
      aggregate amount of Available Revolving Credit Commitments of all
      Revolving Lenders on such date.
    

    
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       “Aggregate Loans”:  on any date, the sum of the
      Aggregate Revolving Credit Commitments (or if the Revolving Credit
      Commitments have terminated or expired at such time, the Aggregate
      Revolving Credit Outstanding of all Revolving Lenders) and the aggregate
      Term Loans outstanding.
    

    
      “Aggregate Revolving Credit Commitments”:  the aggregate
      amount of the Revolving Credit Commitments of all the Revolving Lenders.
    

    
      “Aggregate Revolving Credit Outstanding”:  as at any date
      of determination with respect to any Revolving Lender, the sum of (a)
      the aggregate unpaid principal amount of such Lender’s Revolving Credit
      Loans on such date and (b) such Lender’s Revolving Credit Commitment
      Percentage of the aggregate Letter of Credit Obligations and Swing Line
      Loans on such date.
    

    
      “Agreement”:  this Amended and Restated Credit Agreement,
      as the same may be amended, supplemented or otherwise modified from time
      to time.
    

    
       “Applicable Margin”:  the rate per
      annum set forth under the relevant column heading below based on
      the ratio of Consolidated Funded Debt to Consolidated Cash Flow, as most
      recently determined in accordance with subsection 7.2(b), for the
      Borrower for the relevant periods indicated below.
    

    
      


    

    
    	
           
        	
          
            Relevant
          

          
            Ratio of
          

          
            Consolidated
          

          
            Funded Debt
          

          
            to
          

          
            Consolidated
          

          
            Cash Flow
          

        	
           
        	
          
            Applicable
          

          
            Margin for
          

          
            Eurodollar
          

          
            Term
          

          
            Loans
          

        	
           
        	
          
            Applicable
          

          
            Margin for
          

          
            Prime Term
          

          
            Loans
          

        	
           
        	
          
            Applicable
          

          
            Margin for
          

          
            Eurodollar
          

          
            Revolving
          

          
            Credit Loans
          

        	
           
        	
          
            Applicable
          

          
            Margin for
          

          
            Prime
          

          
            Revolving
          

          
            Credit Loans
          

        	
          
            Commitment
Fee
          

        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          Greater than or equal to 5.0x
        	

        	
          2.25%
        	

        	
          0.0%
        	

        	
          1.75%
        	

        	
          0.0%
        	
          0.25%
        
	

        	
          Less than 5.0x
        	

        	
          2.25%
        	

        	
          0.0%
        	

        	
          1.50%
        	

        	
          0.0%
        	
          0.25%
        


    

    
      

      Up to and including the later of (i) September 30, 2009 or (ii) the end
      of the first fiscal quarter which takes place twelve (12) months
      following the Closing Date, (i) the Applicable Margin for Term Loans
      shall be 2.25% per annum for Eurodollar Loans and 0.00% per
      annum for Prime Loans, (ii) the Applicable Margin for Revolving
      Credit Loans shall be 1.75% per annum for Eurodollar Loans
      and 0.0% per annum for Prime Loans and (iii) the
      commitment fee shall be 0.25% per annum.  
    

    
      If and in the event the financial statements required to be delivered
      pursuant to subsection 7.1(a) or 7.1(b), as applicable, and the related
      compliance certificate required to be delivered pursuant to subsection
      7.2(b), are delivered on or prior to the date when due (or, in the case
      of the fourth quarterly period of each fiscal year of the Borrower, if
      financial statements which satisfy the requirements of, and are
      delivered within the time period specified in, subsection 7.1(b) and a
      related compliance certificate which satisfies the requirements of, and
      is delivered within the time period specified in, subsection 7.2(b),
      with respect to any such period are so delivered within such time
      periods), then the Applicable Margin for Term Loans and Revolving Credit
      Loans during the period that commences the Business Day after the date
      upon which such financial statements were due to be delivered shall be
      the Applicable Margin as set forth in the relevant column heading above
      which corresponds with the compliance certificate calculations delivered
      pursuant to subsection 7.2 (b); provided, however, that in
      the event that the financial statements delivered pursuant to subsection
      7.1(a) or 7.1(b), as applicable, and the related compliance certificate
      required to be delivered pursuant to subsection 7.2(b), are not
      delivered when due, then the Loans will bear interest as Prime Loans
      until such statements and certificates have been received provided no
      Event of Default has occurred and is continuing, in which case the Loan
      will bear interest at the Prime Rate plus 3%.
    

    
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       “Approved Fund”: as defined in subsection 11.6(b).
    

    
      “Arranger”:  HSBC Bank USA, National Association.
    

    
       “Assignee”:  as defined in subsection 11.6(b)(iii).
    

    
      “Assignment and Acceptance”:  an assignment and acceptance
      agreement substantially in the form attached hereto as Exhibit C.
    

    
      “Available Revolving Credit Commitment”:  as at any date of
      determination with respect to any Revolving Lender, an amount equal to
      the excess, if any, of (a) the amount of such Lender’s Revolving Credit
      Commitment in effect on such date over (b) the Aggregate Revolving
      Credit Outstanding of such Lender on such date.
    

    
      “Benefited Lender”:  as defined in subsection 11.7(a).
    

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

    
      “Borrower”:  as defined in the preamble hereto.
    

    
      “Borrowing Date”:  any Business Day specified in a notice
      pursuant to subsection 2.2, 2.6, 2.8 or 3.2 as a date on which the
      Borrower requests the Lenders to make Loans hereunder or issue a Letter
      of Credit.
    

    
      “Business”:  as defined in subsection 5.15(b).  
    

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

    
      “Capital Expenditures”:  direct or indirect (by way of the
      acquisition of securities of a Person or the expenditure of cash or the
      incurrence of Indebtedness) expenditures (other than expenditures in
      connection with Acceptable Acquisitions) in respect of the purchase or
      other acquisition of fixed or capital assets.
    

    
       “Capital Stock”:  any and all shares, interests,
      participations or other equivalents (however designated) of capital
      stock of a corporation, any and all equivalent ownership interests in a
      Person (other than a corporation) (collectively, “Underlying Equity
      Interests”), and any and all warrants or options to purchase any of the
      foregoing.  For purposes of subsections 4.4(b) and 8.7 hereof, the term
      “Capital Stock” shall exclude options and warrants issued pursuant to
      employee stock option plans and Underlying Equity Interests issued upon
      the exercise thereof.
    

    
      “Cash Equivalents”:  (a) securities with maturities of one
      year or less from the date of acquisition issued or fully guaranteed or
      insured by the United States Government or any agency thereof, (b)
      certificates of deposit and eurodollar time deposits with maturities of
      one year or less from the date of acquisition and overnight bank
      deposits of any Lender or of any commercial bank having capital and
      surplus in excess of $500,000,000, (c) repurchase obligations of any
      Lender or of any commercial bank satisfying the requirements of clause
      (b) of this definition, having a term of not more than 30 days with
      respect to securities issued or fully guaranteed or insured by the
      United States Government, (d) commercial paper of a domestic issuer
      rated at least A-2 by S&P or P-2 by Moody’s, (e) securities with
      maturities of one year or less from the date of acquisition issued or
      fully guaranteed by any state, commonwealth or territory of the United
      States, by any political subdivision or taxing authority of any such
      state, commonwealth or territory or by any foreign government, the
      securities of which state, commonwealth, territory, political
      subdivision, taxing authority or foreign government (as the case may be)
      are rated at least A by S&P or A by Moody’s (or the equivalent rating by
      either such rating agency for such type of securities), (f) securities
      with maturities of one year or less from the date of acquisition backed
      by standby letters of credit issued by any commercial bank satisfying
      the requirements of clause (b) of this definition or (g) shares of money
      market mutual or similar funds which invest exclusively in assets
      satisfying the requirements of clauses (a) through (f) of this
      definition.
    

    
      

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      “Class”:  the classification of loans as Term Loans,
      Revolving Credit Loans or Swing Line Loans, each of which categories
      shall be deemed to be a “Class” of Loans.
    

    
      “Closing Date”: the first date that all the conditions
      precedent in Section 6.01 are satisfied or waived in accordance with
      Section 11.1.
    

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

    
      “Collateral Agent”:  as defined in the preamble hereto, and
      shall include any successor appointed in accordance with subsection 10.9.
    

    
      “Commercial Letters of Credit”:  as defined in subsection
      3.1(ii).
    

    
      “Commitments”:  the collective reference to the Term
      Commitments, the Revolving Credit Commitments and the Swing Line
      Commitment.
    

    
      “Consolidated Cash Flow”:  for any period of four
      consecutive fiscal quarters, net income, plus, without
      duplication, depreciation plus amortization of intangibles, minus
      capital expenditures, plus non-recurring and non-cash losses (net
      of tax) minus non-recurring and non-cash gains (net of taxes), in
      each case, of the Borrower and its Consolidated Subsidiaries with all
      accounting terms defined in accordance with GAAP, based upon receipt of
      the quarterly and/or annual financial statements.  For the avoidance of
      doubt, non-recurring and non-cash losses must occur together to be added
      to the equation, and non-recurring and non-cash gains must occur
      together to be subtracted from the equation.
    

    
      “Consolidated EBITDA”:  for any period of four consecutive
      fiscal quarters, the sum of (i) Trailing Consolidated Net Income for
      such period, plus non-recurring and non-cash losses (net of tax
      for such period) minus non-recurring and non-cash gains (net of
      taxes for such period), (ii) Trailing Consolidated Interest Expense for
      such period and (iii) the Trailing amount of taxes, depreciation and
      amortization deducted from earnings in determining such Consolidated Net
      Income.
    

    
      “Consolidated Funded Debt”: for any period of four
      consecutive fiscal quarters, all outstanding liabilities for borrowed
      money and other interest bearing liabilities of the Borrower and its
      Consolidated Subsidiaries.
    

    
      “Consolidated Indebtedness”: at a particular date, all
      Indebtedness of the Borrower and its Subsidiaries, determined on a
      consolidated basis.
    

    
      “Consolidated Interest Expense”:  for any fiscal period,
      the amount which would, in conformity with GAAP, be set forth opposite
      the caption “interest expense” (or any like caption) on a consolidated
      income statement of the Borrower and its Subsidiaries for such period.
    

    
      “Consolidated Net Income”:  for any fiscal period, the
      consolidated net income (or deficit) of the Borrower and its
      Subsidiaries for such period (taken as a cumulative whole), determined
      on a consolidated basis in accordance with GAAP; provided that
      any non-cash extraordinary gains and losses in accordance with GAAP
      shall be excluded in determining Consolidated Net Income.
    

    
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      “Consolidated Subsidiaries”:  means the Subsidiaries of the
      Borrower whose financial results are consolidated in accordance with
      GAAP.
    

    
       “Continuing Directors”:  the directors of the
      Borrower on the Closing Date and each other director, if such other
      director’s nomination for election to the Board of Directors of the
      Borrower is recommended by a majority of the then Continuing Directors.
    

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

    
      “Default”:  any of the events specified in Section 9,
      whether or not any requirement for the giving of notice, the lapse of
      time, or both, or any other condition, has been satisfied.
    

    
      “Dollars,” “U.S. Dollars” and “$”:  dollars
      in lawful currency of the United States of America.
    

    
      “Domestic Subsidiary”:  any Subsidiary other than a Foreign
      Subsidiary.
    

    
      “Environmental Laws”:  the common law and all laws,
      regulations, codes, ordinances, orders, decrees, judgments, injunctions,
      notices or binding agreements issued, promulgated or entered into by any
      Governmental Authority, relating in any way to the environment, the
      preservation or reclamation of natural resources, the management,
      Release or threatened Release of any Hazardous Materials or to health
      and safety matters.
    

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

    
      “ERISA Affiliate”:  any trade or business (whether or not
      incorporated) that, together with the Borrower or any of its
      Subsidiaries, is treated as a single employer under Section 414(b) or
      (c) of the Code or, solely for purposes of Section 302 of ERISA and
      Section 412 of the Code, is treated as a single employer under Section
      414 of the Code.
    

    
      “ERISA Event”:  (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); (b) with respect to any Plan, failure to satisfy the minimum
      funding standard (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 (or Section
      430(j) of the Code, as amended by the Pension Protection Act of 2006)
      with respect to any Plan or the failure to make any required
      contribution to a Multiemployer Plan; (d) the filing pursuant to
      Section 412of the Code or of an application for a waiver of the minimum
      funding standard with respect to any Plan; (e) the incurrence by the
      Borrower 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
      the Borrower or any ERISA Affiliate from the PBGC or a plan
      administrator of any notice relating to an intention to terminate any
      Plan or Plans or to appoint a trustee to administer any Plan; (g) the
      incurrence by the Borrower or any of its ERISA Affiliates of any
      liability with respect to the withdrawal or partial withdrawal from any
      Plan or Multiemployer Plan; (h) the receipt by the Borrower or any ERISA
      Affiliate of any notice, or the receipt by any Multiemployer Plan from
      the Borrower or any ERISA Affiliate 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; or (i) 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.
    

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

    
      “Eurodollar Rate”:  with respect to a Eurodollar Loan for
      the relevant Interest Period, an interest rate per annum
      (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the
      LIBOR Rate for such Interest Period multiplied by (b) the Statutory
      Reserve Rate.
    

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

    
      “Excess Cash Flow”: for each fiscal year, the amount of the
      aggregate of net increase (decrease) in Cash and Cash Equivalents
      reflected on the Borrower’s consolidated annual statement of cash flows
      contained in the Borrower’s financial statements delivered pursuant to
      Section 7.1(a) over the prior fiscal year, as increased by the amount of
      any reductions in Revolving Credit Loans or decreased by the amount of
      any increases in Revolving Credit Loans during such period.
    

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

    
      “Excluded Taxes”:  with respect to the Administrative
      Agent, any Lender, the Issuing Lender or any other recipient of any
      payment to be made by or on account of any obligation of the Borrower
      hereunder, (a) any Taxes imposed by any jurisdiction other than the
      United States (or any taxing authority thereof or therein), any
      jurisdiction in which the Borrower conducts business or claims an
      interest deduction with respect to this Agreement or any other taxing
      jurisdiction from or through which payments hereunder are made,
      (b) income or franchise taxes imposed on (or measured by) its net income
      or net profits by the United States of America, or by the jurisdiction
      under the laws of which such recipient is organized, in which such
      recipient conducts business (other than a business that is deemed to
      arise solely as a result of entering into this Agreement, receipt of
      payments hereunder or enforcement of its rights hereunder)) or in which
      its principal office is located or, in the case of any Lender, in which
      its applicable lending office is located, (c) any branch profits taxes
      imposed by the United States of America or any similar tax imposed by
      any other jurisdiction in which the Borrower is located and (d) in the
      case of a Foreign Lender (other than an assignee pursuant to a request
      by the Borrower under subsection 4.14(b)), any withholding tax that is
      imposed on amounts payable to such Foreign Lender at the time such
      Foreign Lender becomes a party to this Agreement (or designates a new
      lending office) or is attributable to such Foreign Lender’s failure to
      comply with subsection 4.12(e), except to the extent that such Foreign
      Lender (or its assignor, if any) was entitled, at the time of
      designation of a new lending office (or assignment), to receive
      additional amounts from the Borrower with respect to such withholding
      tax pursuant to subsection 4.12(a).
    

    
      “Existing Credit Agreement”:  as defined in the recitals
      hereto.
    

    
      “Existing Guarantee and Existing Security Agreement”:  the
      guarantees and security agreements, executed and delivered by the
      Borrower and each of its Domestic Subsidiaries in connection with the
      Existing Credit Agreement.
    

    
      “Existing Letters of Credit”:  each letter of credit listed
      on Schedule III hereto.
    

    
      “Extension of Credit”:  as to any Lender, the making of a
      Loan by such Lender and, with respect to any Lender, the issuance of any
      Letter of Credit.
    

    
      “Federal Funds Effective Rate”:  for any day, the weighted
      average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
      rates on overnight Federal funds transactions with members of the
      Federal Reserve System arranged by Federal funds brokers, as published
      on the next succeeding Business Day by the Federal Reserve Bank of
      New York, or, if such rate is not so published for any day that is a
      Business Day, the average (rounded upwards, if necessary, to the next
      1/100 of 1%) of the quotations for such day for such transactions
      received by the Administrative Agent from three Federal funds brokers of
      recognized standing selected by it.
    

    
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       “Financial Covenants”: the financial covenants set
      forth in subsection 8.1.
    

    
      “Financial Officer”: with respect to any Person, the chief
      financial officer, principal accounting officer, treasurer, controller
      or senior vice president, finance of such Person.
    

    
      “Financing Lease”:  (a) any lease of property, real or
      personal, the obligations under which are capitalized on a consolidated
      balance sheet of the Borrower and its Subsidiaries and (b) any other
      such lease to the extent that the then present value of the minimum
      rental commitment thereunder should, in accordance with GAAP, be
      capitalized on a balance sheet of the lessee.
    

    
      “Foreign Plan”:  any employee benefit plan, program,
      policy, arrangement or agreement maintained or contributed to by, or
      entered into with, Borrower or any Subsidiary with respect to employees
      employed outside the United States.
    

    
      “Foreign Lender”:  any Lender that is organized under the
      laws of a jurisdiction other than that in which the Borrower is
      located.  For purposes of this definition, the United States of America,
      each State thereof and the District of Columbia shall be deemed to
      constitute a single jurisdiction.
    

    
      “Foreign Subsidiary”:  as to any Person, any Subsidiary of
      such Person which is organized under the laws of any jurisdiction
      outside of the country of the jurisdiction of organization of such
      Person.
    

    
       “GAAP”:  generally accepted accounting principles in
      the United States of America in effect from time to time.
    

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

    
      “Guarantee  Agreement”:  the Amended and Restated
      Guarantee Agreement, substantially in the form attached hereto as Exhibit B-1,
      executed and delivered by the Borrower and each of its Domestic
      Subsidiaries (other than Napco Gulf Security Group, LLC), as the same
      may be amended, supplemented or otherwise modified.
    

    
       “Guarantee Obligation”:  as to any Person, any
      obligation of such Person guaranteeing or in effect guaranteeing any
      Indebtedness, leases, dividends or other obligations (the “primary
      obligations”) of any other Person (the “primary
      obligor”) in any manner, whether directly or indirectly, including,
      without limitation, 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 or (d) otherwise to assure or hold harmless the owner
      of any such primary obligation against loss in respect thereof; provided,
      however, that the term Guarantee Obligation shall not include
      endorsements of instruments for deposit or collection in the ordinary
      course of business.  The amount of any Guarantee Obligation shall be
      deemed to be an amount equal to the value as of any date of
      determination of the stated or determinable amount of the primary
      obligation in respect of which such Guarantee Obligation is made (unless
      such Guarantee Obligation shall be expressly limited to a lesser amount,
      in which case such lesser amount shall apply) or, if not stated or
      determinable, the value as of any date of determination of the maximum
      reasonably anticipated liability in respect thereof as determined by
      such Person in good faith.
    

    
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      “Hazardous Materials”:  any solid wastes, toxic or
      hazardous substances, materials or wastes, defined, listed, classified
      or regulated as such in or under any Environmental Laws, including,
      without limitation, asbestos, petroleum or petroleum products (including
      gasoline, crude oil or any fraction thereof), polychlorinated biphenyls,
      and urea-formaldehyde insulation, and any other substance the presence
      of which may give rise to liability under any Environmental Law.
    

    
       “Hedge Agreement”:  any interest rate protection
      agreement, interest rate swap or other interest rate hedge arrangement,
      or currency swap or other currency hedge arrangement (other than any
      interest rate cap or other similar agreement or arrangement pursuant to
      which the Borrower has no credit exposure), to or under which the
      Borrower or any of its Subsidiaries is a party or a beneficiary.
    

    
      “Hedge Agreement Obligation”:  any obligation of the
      Borrower under any one or more Hedge Agreements to make payments to the
      counterparties thereunder upon the occurrence of a termination event or
      similar event thereunder.
    

    
      “HSBC”:  HSBC Bank USA, National Association.
    

    
      “Indebtedness”:  of a Person, at a particular date, the sum
      (without duplication) at such date of (a) indebtedness for borrowed
      money or for the deferred purchase price of property or services in
      respect of which such Person is liable as obligor (other than current
      trade liabilities incurred in the ordinary course of business and
      payable in accordance with customary practices of such Person), (b)
      indebtedness secured by any Lien on any property or asset owned or held
      by such Person regardless of whether the indebtedness secured thereby
      shall have been assumed by or is a primary liability of such Person, (c)
      obligations of such Person under Financing Leases, (d) the face amount
      of all letters of credit issued for the account of or upon the
      application of such Person and, without duplication, the unreimbursed
      amount of all drafts drawn thereunder and (e) obligations (in the nature
      of principal or interest) of such Person in respect of acceptances or
      similar obligations issued or created for the account of such
      Person.  Indebtedness shall not include amounts due under leases of real
      property.
    

    
      “Indemnified Taxes”:  Taxes other than Excluded Taxes.
    

    
      “Intellectual Property”:  as defined in subsection 5.9.  
    

    
      “Interest Payment Date”:  (a) as to any Prime Loan, the
      last day of each month to occur while such Loan is outstanding, (b) as
      to any Eurodollar Loan having an Interest Period of three months or
      less, the last day of such Interest Period and (c) as to any Eurodollar
      Loan having an Interest Period longer than three months, (i) each day
      which is three months after the first day of such Interest Period and
      (ii) the last day of such Interest Period.
    

    
      “Interest Period”:  with respect to any Eurodollar Loan:
    

    
      initially, the period commencing on the borrowing or conversion date, as
      the case may be, with respect to such Eurodollar Loan and ending one,
      two, three or six months (or nine or twelve months, if approved by all
      Lenders) thereafter, as selected by the Borrower in its notice of
      borrowing or notice of conversion, as the case may be, given with
      respect thereto; and
    

    
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      thereafter, each period commencing on the last day of the next preceding
      Interest Period applicable to such Eurodollar Loan and ending one, two,
      three or six months thereafter, as selected by the Borrower by
      irrevocable notice to the Administrative Agent not less than three
      Business Days prior to the last day of the then current Interest Period
      with respect thereto;
    

    
      provided that all of the foregoing provisions relating to
      Interest Periods are subject to the following:
    

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

    
      any Interest Period applicable to a Eurodollar Loan that would otherwise
      extend beyond the date final payment is due on such Loan shall end on
      such date of final payment; and
    

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

    
      “Issuing Lender”:   HSBC or any of its Affiliates, in its
      capacity as issuer of the Letters of Credit, and any other Lender which
      the Borrower, the Administrative Agent and the Required Lenders shall
      have approved, in its capacity as issuer of the Letters of Credit.
    

    
       “Legal Requirement”:  as to (a) any Person, any law,
      treaty, rule or regulation or determination of an arbitrator or a court
      or other Governmental Authority, in each case applicable to or binding
      upon such Person or any of its property or to which such Person or any
      of its property is subject, and (b) any property, any law, treaty, rule,
      regulation, requirement, judgment, decree or determination of any
      Governmental Authority applicable to or binding upon such property or to
      which such property is subject.
    

    
       “Lenders”:  as defined in the preamble hereto.
    

    
      “Letter of Credit Applications”:  (a) in the case of
      Standby Letters of Credit, a letter of credit application for a Standby
      Letter of Credit on the standard form of the applicable Issuing Lender
      for standby letters of credit, and (b) in the case of Commercial Letters
      of Credit, a letter of credit application for a Commercial Letter of
      Credit on the standard form of the applicable Issuing Lender for
      commercial letters of credit.
    

    
      “Letter of Credit Obligations”:  at any particular time,
      all liabilities of the Borrower with respect to Letters of Credit,
      whether or not any such liability is contingent, including (without
      duplication) the sum of (a) the aggregate undrawn face amount of all
      Letters of Credit then outstanding plus (b) the aggregate amount of all
      unpaid Reimbursement Obligations at such time.
    

    
      “Letters of Credit”:  as defined in subsection 3.1(ii).
    

    
      “LIBOR Rate”:  with respect to any Eurodollar Loan for any
      Interest Period, the rate per annum (rounded upward, if necessary, to
      the nearest 1/32 of one percent) as determined on the basis of the
      offered rates for deposits in U.S. dollars, for a period of time
      comparable to such Interest Period which appears on the Telerate page
      3750 as of 11:00 a.m. London time on the day that is two (2) London
      Banking Days preceding the first day of such Eurodollar Loan; provided,
      however, if the rate described above does not appear on the Telerate
      System on any applicable interest determination date, the rate shall be
      the rate (rounded upwards as described above, if necessary) for deposits
      in dollars for a period substantially equal to the Interest Period on
      the Reuter Page “LIBO” (or such other page as may replace the LIBO Page
      on that service for the purpose of displaying such rates), as of 11:00
      a.m. (London Time), on the day that is two London Banking days prior to
      the beginning of such Interest Period.  “Banking Day” shall mean, in
      respect of any city, any date on which commercial banks are open for
      business in that city.
    

    
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      “Lien”:  any mortgage, pledge, hypothecation, assignment,
      deposit arrangement (other than a bank or similar deposit account),
      encumbrance, lien (statutory or other), or preference, priority or other
      security interest or similar preferential arrangement of any kind or
      nature whatsoever (including, without limitation, any conditional sale
      or other title retention agreement, any Financing Lease having
      substantially the same economic effect as any of the foregoing, the
      filing of any financing statement under the Uniform Commercial Code or
      comparable law of any jurisdiction in respect of any of the foregoing,
      and, in the case of securities, a third party’s right to purchase such
      securities).
    

    
      “Loan Documents”:  the collective reference to this
      Agreement, any Notes, the Security Documents and any documents or
      instruments evidencing or governing the Security Documents.
    

    
      “Loan Parties”:  the collective reference to the Borrower
      and each guarantor or grantor party to any Security Document.
    

    
      “Loans”:  the collective reference to the Term Loans, the
      Revolving Credit Loans and the Swing Line Loans.
    

    
      “London Banking Day”:  any day on which banks in London are
      open for general banking business, including dealings in foreign
      currency and exchange.
    

    
      “Material Adverse Effect”:  a material adverse change in
      the business, assets, operations, properties, condition (financial or
      otherwise), contingent liabilities (including as to products, and
      whether such liabilities have been or yet may be asserted), prospects or
      material agreements of the Borrower and its Subsidiaries (including
      Marks), taken as a whole.
    

    
       “Moody’s”:  Moody’s Investors Service, Inc. or
      any successor thereto.
    

    
      “Mortgaged Property”:  as defined in Section 6.3(a) hereof.
    

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

    
       “Notes”:  the collective reference to the Term Loan
      Notes, the Revolving Credit Notes and the Swing Line Notes.  
    

    
      “Obligations”:  collectively, the unpaid principal of and
      interest on the Loans, the Reimbursement Obligations and all other
      obligations and liabilities of the Borrower to any Agent, the Issuing
      Lender and the Lenders under or in connection with this Agreement, the
      other Loan Documents and any Hedge Agreement with any Lender or any
      Affiliate of a Lender (including in each case, without limitation,
      interest accruing at the then applicable rate provided in this Agreement
      or any other applicable Loan Document or Hedge Agreement after the
      maturity of the Loans and interest accruing at the then applicable rate
      provided in this Agreement or any other applicable Loan Document or
      Hedge Agreement after the filing of any petition in bankruptcy, or the
      commencement of any insolvency, reorganization or like proceeding,
      relating to the Borrower, whether or not a claim for post-filing or
      post-petition interest is allowed in such proceeding), whether direct or
      indirect, absolute or contingent, due or to become due, or now existing
      or hereafter incurred, which may arise under, out of, or in connection
      with, this Agreement, the Notes, the Letters of Credit, the Letter of
      Credit Applications, the other Loan Documents or any Hedge Agreement
      with a Lender or any Affiliate of a Lender or any other document made,
      delivered or given in connection therewith, in each case whether on
      account of principal, interest, reimbursement obligations, fees,
      indemnities, costs, expenses or otherwise (including, without
      limitation, all fees and disbursements of counsel to the Agents or to
      the Lenders).
    

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

    
      “Participant Register”:  as defined in subsection 11.6(c).
    

    
      “Participants”:  as defined in subsection 11.6(c).
    

    
      “Participating Interest”:  with respect to any Letter of
      Credit (a) in the case of the Issuing Lender, its interest in such
      Letter of Credit and any Letter of Credit Application relating thereto
      after giving effect to the granting of any participating interests
      therein pursuant hereto and (b) in the case of each Participating
      Lender, its undivided participating interest in such Letter of Credit
      and any Letter of Credit Application relating thereto.
    

    
      “Participating Lender”:  any Revolving Lender (other than
      the Issuing Lender) with respect to its Participating Interest in a
      Letter of Credit.
    

    
      “Patriot Act”:  as defined in subsection 11.17.
    

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

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

    
       “Plan”:  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, and in respect
      of which the Borrower, any of its Subsidiaries or any ERISA Affiliate is
      (or, if such plan were terminated, would under Section 4069 of ERISA be
      deemed to be) an “employer” as defined in Section 3(5) of ERISA.
    

    
      “Pledged Stock”:  as defined in Section 6.3(h) hereof,
      together with any other shares, stock certificates,  pledged pursuant to
      Section 7.9 of the Agreement.
    

    
      “Pledgee”:  as defined in subsection 11.15.
    

    
      “Prime Loans”:  Loans the rate of interest applicable to
      which is based upon the Prime Rate.
    

    
      “Prime Rate”:  the rate of interest per
      annum publicly announced by HSBC from time to time as its prime
      rate and is a base rate for calculating interest on certain loans.  The
      prime rate may or may not be the most favorable rate charged by HSBC to
      its customers.  Each change in the Prime Rate shall be effective from
      and including the date such change is publicly announced as being
      effective.
    

    
       “Properties”:  as defined in subsection 5.15(a).
    

    
       “Refinancing”: as defined in the recitals hereto.
    

    
       “Refunded Swing Line Loans”:  as defined in
      subsection 2.8(b).
    

    
      “Register”:  as defined in subsection 11.6(b).
    

    
      “Reimbursement Obligation”:  the obligation of the Borrower
      to reimburse the Issuing Lender in accordance with the terms of this
      Agreement and the related Letter of Credit Application for any payment
      made by the Issuing Lender under any Letter of Credit.
    

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

    
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      “Release”:  any spilling, leaking, pumping, pouring,
      emitting, emptying, discharging, escaping, leaking, dumping, disposing,
      spreading, depositing or dispersing of any Hazardous Materials in, unto
      or onto the environment.
    

    
      “Required Lenders”:  at any time (i) there are two Lenders,
      all of the Lenders and (ii) there are more than two Lenders, Lenders
      having Total Loan Percentages of which aggregate more than 66%.
    

    
       “Requirement of Law”:  as to (a) any Person, the
      certificate of incorporation and by-laws or the partnership or limited
      partnership agreement or other organizational or governing documents of
      such Person, and any law, treaty, rule or regulation or determination of
      an arbitrator or a court or other Governmental Authority, in each case
      applicable to or binding upon such Person or any of its property or to
      which such Person or any of its property is subject, and (b) any
      property, any law, treaty, rule, regulation, requirement, judgment,
      decree or determination of any Governmental Authority applicable to or
      binding upon such property or to which such property is subject,
      including, without limitation, any Environmental Laws.
    

    
      “Responsible Officer”:  with respect to any Loan Party, the
      chief executive officer, the president, any Financial Officer, any vice
      president, the treasurer or the assistant treasurer of such Loan Party.
    

    
      “Restricted Payments”:  as defined in subsection 8.7.
    

    
      “Revolving Credit Commitment”:  as to any Revolving Lender
      at any time, its obligation to make Revolving Credit Loans, issue or
      participate in Letters of Credit issued for the account of the Borrower
      and/or make or participate in Swing Line Loans to the Borrower in an
      aggregate amount not to exceed at any time outstanding the amount set
      forth opposite such Lender’s name in Schedule I hereto
      under the heading “Revolving Credit Commitment,” as such amount may be
      reduced pursuant to the last paragraph of Section 6.3 hereof and/or
      reduced from time to time pursuant to subsection 2.4 and the other
      applicable provisions hereof.
    

    
      “Revolving Credit Commitment Percentage”:  as to any
      Revolving Lender at any time, the percentage which such Lender’s
      Revolving Credit Commitment then constitutes of the Aggregate Revolving
      Credit Commitments (or, if the Revolving Credit Commitments have
      terminated or expired at such time, the percentage which (a) the
      Aggregate Revolving Credit Outstanding of such Lender at such time then
      constitutes of (b) the Aggregate Revolving Credit Outstanding of all
      Lenders at such time).
    

    
      “Revolving Credit Commitment Period”:  the period from and
      including the Closing Date to but not including the Revolving Credit
      Termination Date, or such earlier date on which the Revolving Credit
      Commitments shall terminate as provided herein.
    

    
      “Revolving Credit Loan”:  as defined in subsection 2.1(a).
    

    
      “Revolving Credit Note”:  as defined in subsection 4.16(d).
    

    
      “Revolving Credit Termination Date”:  August 18, 2012.
    

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

    
      “S&P”:  Standard & Poor’s Ratings Group or any
      successor thereto.
    

    
      “Security Agreement”: the Amended and Restated Security
      Agreement, substantially in the form attached hereto as Exhibit B-2
      executed and supplemented or otherwise modified.
    

    
      “Security Documents”:  the collective reference to the
      Guarantees and Security Agreements and each other pledge agreement,
      security document or similar agreement that may be delivered to the
      Administrative Agent as collateral security for any or all of the
      Obligations, in each case as amended, supplemented or otherwise modified
      from time to time.
    

    
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      “Solvent”:  with respect to any Person on a particular
      date, that on such date, (a) the fair value of the property of such
      Person is greater than the total amount of liabilities, including,
      without limitation, contingent liabilities, of such Person, (b) the
      present fair salable value of the assets of such Person is not less than
      the amount that will be required to pay the probable liability of such
      Person on its debts as they become absolute and mature, (c) such Person
      does not intend to, and does not believe that it will, incur debts or
      liabilities beyond such Person’s ability to pay as such debts and
      liabilities mature, (d) such Person is not engaged in business or a
      transaction, and is not about to engage in business or a transaction,
      for which such Person’s property would constitute an unreasonably small
      amount of capital and (e) such Person is able to pay its debts as they
      become due and payable.
    

    
      “Standby Letters of Credit”:  as defined in subsection
      3.1(i).
    

    
      “Statutory Reserve Rate”:  a fraction (expressed as a
      decimal), the numerator of which is the number one and the denominator
      of which is the number one minus the aggregate of the maximum reserve
      percentages (including any marginal, special, emergency or supplemental
      reserves) expressed as a decimal established by the Board to which the
      Administrative Agent is subject with respect to the Eurodollar Rate, for
      eurocurrency funding (currently referred to as “Eurocurrency
      Liabilities” in Regulation D of the Board).  Such reserve percentages
      shall include those imposed pursuant to such Regulation D.  Eurodollar
      Loans shall be deemed to constitute eurocurrency funding and to be
      subject to such reserve requirements without benefit of or credit for
      proration, exemptions or offsets that may be available from time to time
      to any Lender under such Regulation D or any comparable regulation.  The
      Statutory Reserve Rate shall be adjusted automatically on and as of the
      effective date of any change in any reserve percentage.
    

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

    
      “Swing Line Commitment”:  the Swing Line Lender’s
      obligation to make Swing Line Loans pursuant to subsection 2.8.
    

    
      “Swing Line Lender”:  HSBC Bank USA, National Association,
      in its capacity as lender of the Swing Line Loans.
    

    
      “Swing Line Loan Participation Certificate”:  a certificate
      in substantially the form attached hereto as Exhibit D, as
      the same may be amended, supplemented or otherwise modified from time to
      time.
    

    
      “Swing Line Loans”:  as defined in subsection 2.8(a).
    

    
      “Swing Line Note”:  as defined in subsection 4.16(d).
    

    
      “Taxes”:  any and all present or future taxes, levies,
      imposts, duties, deductions, charges or withholdings imposed by any
      Governmental Authority.
    

    
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      “Term Commitment”:  as to any Term Lender, the obligation
      of such Lender to make a Term Loan to the Borrower in an aggregate
      amount not to exceed at any time outstanding the amount set forth
      opposite such Lender’s name in Schedule I hereto under
      the heading “Term Commitment”.
    

    
       “Term Lenders”:  each Lender that has a Term
      Commitment or that holds a Term Loan.
    

    
      “Term Loans”:  as defined in subsection 2.5.
    

    
      “Term Loan Maturity Date”:  August 18, 2013.
    

    
      “Term Loan Note”:  as defined in subsection 4.16(d).
    

    
      “Term Loan Percentage”:  as to any Term Lender at any time,
      the percentage which the aggregate principal amount of such Lender’s
      Term Loans then outstanding constitutes of the aggregate principal
      amount of the Term Loans then outstanding.
    

    
      “Total Loan Percentage”: as to any Lender, the percentage
      which the sum of such Lender’s Term Loans then outstanding and Revolving
      Credit Commitments (or, if the Revolving Credit Commitments have
      terminated or expired at such time, such Lender’s Aggregate Revolving
      Credit Outstanding) then in effect constitutes of the Aggregate Loans.
    

    
      “Trailing”:  with respect to the determination of any
      financial results for any period, the applicable financial result for
      the four fiscal quarters ended on such date.
    

    
      “Transaction”:  as defined in the preamble hereto.
    

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

    
      “Transferee”:  as defined in subsection 11.15.
    

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

    
      “Withdrawal Liability”:  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.
    

    
      Other Definitional Provisions.
    

    
      Unless otherwise specified therein, all terms defined in this Agreement
      shall have the defined meanings when used in the Notes, the other Loan
      Documents or any certificate or other document made or delivered
      pursuant hereto.
    

    
      As used herein and in the Notes and any other Loan Document, and any
      certificate or other document made or delivered pursuant hereto or
      thereto, accounting terms relating to the Borrower and its Subsidiaries
      not defined in subsection 1.1 and accounting terms partly defined in
      subsection 1.1, to the extent not defined, shall have the respective
      meanings given to them under GAAP; provided that, if the Borrower
      notifies the Administrative Agent that the Borrower requests an
      amendment to any provision hereof to eliminate the effect of any change
      occurring after the date hereof in GAAP or in the application thereof on
      the operation of such provision (or if the Administrative Agent notifies
      the Borrower that the Required Lenders request an amendment to any
      provision hereof for such purpose), regardless of whether any such
      notice is given before or after such change in GAAP or in the
      application thereof, then such provision shall be interpreted on the
      basis of GAAP as in effect and applied immediately before such change
      shall have become effective until such notice shall have been withdrawn
      or such provision amended in accordance herewith.
    

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

    
      16
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

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

    
      AMOUNT AND TERMS OF COMMITMENTS
    

    
      Revolving Commitments.
    

    
      Subject to the terms and conditions hereof, each Revolving Lender
      severally agrees to make revolving credit loans (each, a “Revolving
      Credit Loan”) in U.S. Dollars to the Borrower from time to time
      during the Revolving Credit Commitment Period so long as after giving
      effect thereto (i) the Available Revolving Credit Commitment of each
      Lender with a Revolving Credit Commitment is greater than or equal to
      zero and (ii) the Aggregate Revolving Credit Outstanding of all Lenders
      does not exceed the Aggregate Revolving Credit Commitments.  During the
      Revolving Credit Commitment Period the Borrower may use the Revolving
      Credit Commitments by borrowing, prepaying the Revolving Credit Loans in
      whole or in part, and reborrowing, all in accordance with the terms and
      conditions hereof.
    

    
      The Revolving Credit Loans may from time to time be (i) Eurodollar
      Loans, (ii) Prime Loans or (iii) a combination thereof, as determined by
      the Borrower and notified to the Administrative Agent in accordance with
      subsections 2.2 and 4.2, provided that no Revolving Credit Loan
      shall be made as a Eurodollar Loan after the day that is one month prior
      to the Revolving Credit Termination Date.
    

    
      Procedure for Revolving Credit Borrowing.  The Borrower may borrow under
      the Revolving Credit Commitments during the Revolving Credit Commitment
      Period on any Business Day, provided that the Borrower shall give the
      Administrative Agent irrevocable notice (which notice must be received
      by the Administrative Agent prior to 11:00 A.M., (New York City time) at
      least (a) three Business Days prior to the requested Borrowing Date, if
      all or any part of the requested Revolving Credit Loans are to be
      initially Eurodollar Loans, or (b) one Business Day prior to the
      requested Borrowing Date, otherwise), specifying in each case (i) the
      amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether
      the borrowing is to be of Eurodollar Loans, Prime Loans or a combination
      thereof and (iv) if the borrowing is to be entirely or partly of
      Eurodollar Loans, the amount of such Type of Loan and the length of the
      initial Interest Periods therefor.  Each borrowing under the Revolving
      Credit Commitments shall be in an amount equal to (A) in the case of
      Prime Loans, $100,000 or a whole multiple of $100,000 in excess thereof
      (or, if the then Aggregate Available Revolving Credit Commitments are
      less than $100,000, such lesser amount) and (B) in the case of
      Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess
      thereof.  Upon receipt of any such notice from the Borrower, the
      Administrative Agent shall promptly notify each Revolving Lender thereof
      not later than 3:00 P.M., New York City time, on the date the
      Administrative Agent receives such notice.  Not later than 12:00 Noon,
      New York City time, on each requested Borrowing Date each Revolving
      Lender shall make an amount equal to its Revolving Credit Commitment
      Percentage of the principal amount of the Revolving Credit Loans
      requested to be made on such Borrowing Date available to the
      Administrative Agent at its office specified in subsection 11.2 in U.S.
      Dollars and in immediately available funds.  The Administrative Agent
      shall on such date credit the account of the Borrower on the books of
      such office with the aggregate of the amounts made available to the
      Administrative Agent by the Lenders and in like funds as received by the
      Administrative Agent.
    

    
      17
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Repayment of Revolving Credit Loans.  The Borrower hereby
      unconditionally promises to pay to the Administrative Agent for the
      account of each Revolving Lender the then unpaid principal amount of
      each Revolving Credit Loan of such Lender (whether made before or after
      the termination or expiration of the Revolving Credit Commitments) on
      the Revolving Credit Termination Date and on such other dates and in
      such other amounts as may be required from time to time pursuant to this
      Agreement.  The Borrower hereby further agrees to pay interest on the
      unpaid principal amount of the Revolving Credit Loans from time to time
      outstanding until payment thereof in full at the rates per annum, and on
      the dates, set forth in subsection 4.1.
    

    
      Termination and Reduction of Revolving Credit Commitments.  The Borrower
      shall have the right, upon not less than three Business Days’ notice to
      the Administrative Agent (which shall promptly notify each Lender
      thereof), to terminate the Aggregate Revolving Credit Commitments or,
      from time to time, to reduce the amount of the Aggregate Revolving
      Credit Commitments; provided that no such termination or reduction shall
      be permitted if, after giving effect thereto and to any prepayments of
      the Revolving Credit Loans made on the effective date thereof, the
      Available Revolving Credit Commitment of any Lender would not be greater
      than or equal to zero.  Any such permitted reduction shall be in an
      amount equal to $2,500,000 or a whole multiple of $1,000,000 in excess
      thereof and shall reduce permanently the Aggregate Revolving Credit
      Commitments then in effect.
    

    
      Term Commitments.  Subject to the terms and conditions hereof, each Term
      Lender severally agrees to make term loans (each, a “Term Loan”) to the
      Borrower on the Closing Date in an amount not to exceed the amount of
      the Term Commitment of such Lender.  The Term Loans may from time to
      time be Eurodollar Loans or Prime Loans, as determined by the Borrower
      and notified to the Administrative Agent in accordance with subsections
      2.6 and 4.2.
    

    
      Procedure for Term Loan Borrowing.  The Borrower shall give the
      Administrative Agent irrevocable notice (which notice must be received
      by the Administrative Agent prior to 11:00 A.M., New York City time, one
      Business Day prior to the anticipated Closing Date) requesting that the
      Term Lenders make the Term Loans on the Closing Date and specifying the
      amount to be borrowed.  The Term Loans made on the Closing Date shall
      initially be Prime Loans.  Upon receipt of such notice the
      Administrative Agent shall promptly notify each Term Lender
      thereof.  Not later than 12:00 Noon, New York City time, on the Closing
      Date each Term Lender shall make available to the Administrative Agent
      at its office specified in subsection 11.2 an amount in U.S. Dollars in
      immediately available funds equal to the Term Loan or Term Loans to be
      made by such Lender.  The Administrative Agent shall credit the account
      of the Borrower on the books of such office of the Administrative Agent
      with the aggregate of the amounts made available to the Administrative
      Agent by the Term Lenders in U.S. Dollars in immediately available funds.
    

    
      Repayment of Term Loans.  The Borrower shall repay all Term Loans made
      to it in quarterly installments on the dates set forth below, in each
      case in an amount equal to the percentage of the initial aggregate
      principal amount of the Term Loans made to the Borrower set forth
      opposite such date (with each Term Lender to receive its Term Loan
      Percentage of each such installment):     
    

    
      18      
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
           
        	
          December 31, 2008
        	
          3.572%
        	

        
	

        	
          March 31, 2009
        	
          3.572%
        	

        
	

        	
          June 30, 2009
        	
          3.572%
        	

        
	

        	
          September 30, 2009
        	
          3.572%
        	

        
	

        	
          December 31, 2009
        	
          3.572%
        	

        
	

        	
          March 31, 2010
        	
          3.572%
        	

        
	

        	
          June 30, 2010
        	
          3.572%
        	

        
	

        	
          September 30, 2010
        	
          3.572%
        	

        
	

        	
          December 31, 2010
        	
          3.572%
        	

        
	

        	
          March 31, 2011
        	
          3.572%
        	

        
	

        	
          June 30, 2011
        	
          3.572%
        	

        
	

        	
          September 30, 2011
        	
          3.572%
        	

        
	

        	
          December 31, 2011
        	
          3.572%
        	

        
	

        	
          March 31, 2012
        	
          3.572%
        	

        
	

        	
          June 30, 2012
        	
          3.572%
        	

        
	

        	
          September 30, 2012
        	
          3.572%
        	

        
	

        	
          December 31, 2012
        	
          3.572%
        	

        
	

        	
          March 31, 2013
        	
          3.572%
        	

        
	

        	
          June 30, 2013
        	
          3.572%
        	

        
	

        	
          Term Loan Maturity Date
        	
          32.132%
        	

        


    

    
      Swing Line Commitment.
    

    
      Subject to the terms and conditions hereof, the Swing Line Lender agrees
      to make swing line loans (individually, a “Swing Line Loan”;
      collectively, the “Swing Line Loans”) to the Borrower from
      time to time during the Revolving Credit Commitment Period in an
      aggregate principal amount at any one time outstanding not to exceed
      $5,000,000.00, provided that the Swing Line Lender shall not make
      any Swing Line Loan if, after giving effect thereto, the sum of the
      Swing Line Loans, the Revolving Credit Loans and the Letter of Credit
      Obligations (in each case after giving effect to the Loans requested to
      be made and the Letters of Credit requested to be issued on such date)
      exceeds the Aggregate Revolving Credit Commitments.  During the
      Revolving Credit Commitment Period, the Borrower may use the Swing Line
      Commitment by borrowing, prepaying the Swing Line Loans in whole or in
      part, and reborrowing, all in accordance with the terms and conditions
      hereof.  All Swing Line Loans shall be made as Prime Loans and shall not
      be entitled to be converted into Eurodollar Loans.  The Borrower shall
      give the Swing Line Lender irrevocable notice (which notice must be
      received by the Swing Line Lender prior to 12:00 Noon, New York City
      time) on the requested Borrowing Date specifying the amount of the
      requested Swing Line Loan which shall be in a minimum amount of $100,000
      or a whole multiple of $100,000 in excess thereof.  The proceeds of the
      Swing Line Loan will be made available by the Swing Line Lender to the
      Borrower at the office of the Swing Line Lender set forth in subsection
      11.2, or at such other address the Swing Line Lender shall designate in
      writing to the Borrower from time to time in accordance with subsection
      11.2, by 3:00 P.M., New York City time, on the Borrowing Date by
      crediting the account of the Borrower at such office with such
      proceeds.  The Borrower may at any time and from time to time prepay the
      Swing Line Loans, in whole or in part, without premium or penalty, by
      notifying the Swing Line Lender prior to 12:00 Noon, New York City time,
      on any Business Day of the date and amount of prepayment.  If any such
      notice is given, the amount specified in such notice shall be due and
      payable on the date specified therein.  Partial prepayments shall be in
      an aggregate principal amount of $100,000 or a whole multiple of
      $100,000 in excess thereof.
    

    
      19
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      The Swing Line Lender, at any time in its sole and absolute discretion,
      may, on behalf of the Borrower (which hereby irrevocably directs the
      Swing Line Lender to act on its behalf) request each Revolving Lender,
      including the Swing Line Lender, to make a Revolving Credit Loan which
      is a Prime Loan in an amount equal to such Lender’s Revolving Credit
      Commitment Percentage of the amount of the Swing Line Loans outstanding
      on the date such notice is given (the “Refunded Swing Line Loans”)
      to repay the Swing Line Lender.  Unless any of the events described in
      paragraph (g) of Section 9 shall have occurred with respect to the
      Borrower (in which event the procedures of paragraph (d) of this
      subsection 2.8 shall apply), each Revolving Lender shall make the
      proceeds of such Revolving Credit Loan available to the Administrative
      Agent for the account of the Swing Line Lender at the office of the
      Administrative Agent specified in subsection 11.2 prior to 12:00 Noon
      (New York City time) in funds immediately available on the Business Day
      next succeeding the date such notice is given.  The proceeds of such
      Revolving Credit Loans shall be immediately applied to repay the
      Refunded Swing Line Loans.  Effective on the day such Revolving Credit
      Loans are made, the portion of the Swing Line Loans so paid shall no
      longer be outstanding as Swing Line Loans, shall no longer be due under
      any Swing Line Note and shall be due as the respective Revolving Credit
      Loans made by the Revolving Lenders in accordance with their respective
      Revolving Credit Commitment Percentages.  The Borrower hereby
      unconditionally promises to pay to the Administrative Agent for the
      account of the Swing Line Lender the then unpaid principal amount of
      each Swing Line Loan of the Swing Line Lender on the Revolving Credit
      Termination Date (to the extent such Swing Line Loan has not previously
      been repaid in full with the proceeds of Revolving Credit Loans).
    

    
      Notwithstanding anything herein to the contrary, the Swing Line Lender
      shall not be obligated to make any Swing Line Loans if the conditions
      set forth in subsection 6.2 have not been satisfied in respect thereof.
    

    
      If prior to the making of a Revolving Credit Loan pursuant to paragraph
      (b) of this subsection 2.8 one of the events described in paragraph (g)
      of Section 9 shall have occurred and be continuing with respect to the
      Borrower, each Revolving Lender with a Revolving Credit Commitment will,
      on the date such Revolving Credit Loan was to have been made pursuant to
      the notice in this subsection 2.8, purchase an undivided participating
      interest in the Refunded Swing Line Loans in an amount equal to (i) its
      Revolving Credit Commitment Percentage times (ii) the Refunded Swing
      Line Loans.  Each Revolving Lender will immediately transfer to the
      Swing Line Lender, in immediately available funds, the amount of its
      participation, and upon receipt thereof the Swing Line Lender will
      deliver to such Lender a Swing Line Loan Participation Certificate dated
      the date of receipt of such funds and in such amount.
    

    
      Whenever, at any time after any Revolving Lender has purchased a
      participating interest in a Swing Line Loan, the Swing Line Lender
      receives any payment on account thereof, the Swing Line Lender will
      distribute to such Lender its participating interest in such amount
      (appropriately adjusted, in the case of interest payments, to reflect
      the period of time during which such Lender’s participating interest was
      outstanding and funded); provided, however, that in the
      event that such payment received by the Swing Line Lender is required to
      be returned, such Lender will return to the Swing Line Lender any
      portion thereof previously distributed by the Swing Line Lender to it.
    

    
      Each Revolving Lender’s obligation to make the Loans referred to in
      subsection 2.8(b) and to purchase participating interests pursuant to
      subsection 2.8(d) shall be absolute and unconditional and shall not be
      affected by any circumstance, including, without limitation, (i) any
      set-off, counterclaim, recoupment, defense or other right which such
      Lender or the Borrower may have against the Swing Line Lender, the
      Borrower or any other Person for any reason whatsoever, (ii) the
      occurrence or continuance of a Default or an Event of Default; (iii) any
      adverse change in the condition (financial or otherwise) of the Borrower
      or any other Loan Party; (iv) any breach of this Agreement or any other
      Loan Document by the Borrower or any of its Subsidiaries or any other
      Lender; or (v) any other circumstance, happening or event whatsoever,
      whether or not similar to any of the foregoing.
    

    
      20
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      LETTERS OF CREDIT
    

    
      Letters of Credit.  Subject to the terms and conditions of this
      Agreement, the Issuing Lender agrees, on behalf of the Revolving
      Lenders, and in reliance on the agreement of the Revolving Lenders set
      forth in subsection 3.3, to issue for the account of the Borrower
      letters of credit in an aggregate face amount, together with any unpaid
      Reimbursement Obligations not to exceed $5,000,000 at any time
      outstanding, as follows:
    

    
      standby letters of credit (collectively, the “Standby Letters
      of Credit”) in a form reasonably satisfactory to the Issuing Lender
      and in favor of such beneficiaries as the Borrower shall specify from
      time to time (which shall be reasonably satisfactory to the Issuing
      Lender); and
    

    
      commercial letters of credit in the form of the Issuing Lender’s
      standard commercial letters of credit (“Commercial Letters of
      Credit”) in favor of sellers of goods or services to the Borrower or
      its Subsidiaries (the Standby Letters of Credit and Commercial Letters
      of Credit being referred to collectively as the “Letters of
      Credit”, it being understood that Existing Letters of Credit shall
      be deemed to be “Letters of Credit” for all purposes under the Loan
      Documents);
    

    
      provided that no Letter of Credit shall be issued if, and after
      giving effect to such issuance, the Aggregate Revolving Credit
      Outstanding of all Revolving Lenders would exceed the Aggregate
      Revolving Credit Commitments at such time.  Each Standby Letter of
      Credit shall (i) have an expiry date no later than one year from the
      date of issuance thereof or, if earlier, five Business Days prior to the
      Revolving Credit Termination Date, (ii) be denominated in U.S. Dollars
      and (iii) be in a minimum face amount of $100,000.  Each Commercial
      Letter of Credit shall (i) provide for the payment of sight drafts when
      presented for honor thereunder, or of time drafts, in each case in
      accordance with the terms thereof and when accompanied by the documents
      described or when such documents are presented, as the case may be,
      (ii) be denominated in U.S. Dollars and (iii) have an expiry date no
      later than six months from the date of issuance thereof or, if earlier,
      five Business Days prior to the Revolving Credit Termination Date.  Upon
      the issuance of any Letter of Credit, the Administrative Agent shall
      promptly notify each Revolving Lender thereof.
    

    
      Procedure for Issuance of Letters of Credit.  The Borrower may from time
      to time request, upon at least three Business Days’ notice, the Issuing
      Lender to issue a Letter of Credit by delivering to the Issuing Lender
      at its address specified in subsection 11.2 a Letter of Credit
      Application, completed to the reasonable satisfaction of such Issuing
      Lender, together with such other certificates, documents and other
      papers and information as such Issuing Lender may reasonably
      request.  Upon receipt of any Letter of Credit Application, the Issuing
      Lender will process such Letter of Credit Application, and the other
      certificates, documents and other papers delivered in connection
      therewith, in accordance with its customary procedures and shall
      promptly issue such Letter of Credit (but in no event earlier than three
      Business Days after receipt by the Issuing Lender of the Letter of
      Credit Application relating thereto) by issuing the original of such
      Letter of Credit to the beneficiary thereof and by furnishing a copy
      thereof to the Borrower.  Prior to the issuance of any Letter of Credit,
      the Issuing Lender will confirm with the Administrative Agent that the
      issuance of such Letter of Credit is permitted pursuant to Section 3 and
      subsection 6.2.  Additionally, the Issuing Lender and the Borrower shall
      inform the Administrative Agent of any modifications made to outstanding
      Letters of Credit, of any payments made with respect to such Letters of
      Credit, and of any other information regarding such Letters of Credit as
      may be reasonably requested by the Administrative Agent, in each case
      pursuant to procedures established by the Administrative Agent.  The
      Issuing Lender shall promptly furnish to the Administrative Agent, which
      shall in turn promptly furnish to the Lenders, notice of issuance of
      each Letter of Credit (including the amount thereof).
    

    
      21
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Participating Interests.  Effective as of the date of the issuance of
      each Letter of Credit (in the case of a Letter of Credit issued after
      the date hereof), the Issuing Lender agrees to allot, and does allot, to
      each other Revolving Lender with a Revolving Credit Commitment, and each
      such Lender severally and irrevocably agrees to take and does take, a
      Participating Interest in such Letter of Credit and the related Letter
      of Credit Application in a percentage equal to such Lender’s Revolving
      Credit Commitment Percentage.  On the date that any Participating Lender
      becomes a party to this Agreement in accordance with subsection 11.6,
      Participating Interests in any outstanding Letter of Credit held by the
      Revolving Lender from which such Participating Lender acquired its
      interest hereunder shall be proportionately reallocated between such
      Participating Lender and such transferor Revolving Lender.  Each
      Participating Lender hereby agrees that its obligation to participate in
      each Letter of Credit issued in accordance with the terms hereof and to
      pay or to reimburse the Issuing Lender in respect of such Letter of
      Credit for its participating share of the drafts drawn thereunder shall
      be irrevocable and unconditional; provided that no Participating Lender
      shall be liable for the payment of any amount under subsection 3.4(b)
      resulting solely from the Issuing Lender’s gross negligence or willful
      misconduct.
    

    
      Payments.
    

    
      The Borrower agrees (i) to reimburse the Administrative Agent for the
      account of the Issuing Lender, forthwith upon its demand and otherwise
      in accordance with the terms of the Letter of Credit Application, if
      any, relating thereto, for any payment made by the Issuing Lender under
      any Letter of Credit and (ii) to pay to the Administrative Agent for the
      account of such Issuing Lender, interest on any unreimbursed portion of
      any such payment from the date of such payment until reimbursement in
      full thereof at a fluctuating rate per annum equal to the
      rate then borne by Revolving Credit Loans that are Prime Loans pursuant
      to subsection 4.1(b) plus 3% per annum.
    

    
      In the event that the Issuing Lender makes a payment under any Letter of
      Credit and is not reimbursed in full therefor, forthwith upon demand of
      the Issuing Lender, and otherwise in accordance with the terms hereof or
      of the Letter of Credit Application, if any, relating to such Letter of
      Credit, the Issuing Lender will promptly through the Administrative
      Agent notify each Participating Lender that acquired its Participating
      Interest in such Letter of Credit from the Issuing Lender or pursuant to
      an assignment as provided in subsection 11.6(c).  No later than (x) the
      close of business on the date such notice is given if such notice is
      given by 12:00 Noon (New York City time) on the date such notice is
      received or (y) 12:00 Noon (New York City time) on the following
      Business Day if such notice is not received by 12:00 Noon (New York City
      time), each such Participating Lender will transfer to the
      Administrative Agent, for the account of the Issuing Lender, in
      immediately available funds, an amount equal to such Participating
      Lender’s pro rata share of the unreimbursed portion
      of such payment.
    

    
      22
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Whenever, at any time, after the Issuing Lender has made payment under a
      Letter of Credit and has received from any Participating Lender such
      Participating Lender’s pro rata share of the
      unreimbursed portion of such payment, the Issuing Lender receives any
      reimbursement on account of such unreimbursed portion or any payment of
      interest on account thereof, the Issuing Lender will distribute to the
      Administrative Agent, for the account of such Participating Lender, its pro
      rata share thereof; provided, however, that in the
      event that the receipt by the Issuing Lender of such reimbursement or
      such payment of interest (as the case may be) is required to be
      returned, such Participating Lender will promptly return to the
      Administrative Agent, for the account of the Issuing Lender, any portion
      thereof previously distributed by the Issuing Lender to it.
    

    
      Further Assurances.  The Borrower hereby agrees, from time to time, to
      do and perform any and all acts and to execute any and all further
      instruments reasonably requested by the Issuing Lender more fully to
      effect the purposes of this Agreement and the issuance of the Letters of
      Credit issued hereunder.
    

    
      Obligations Absolute.  The payment obligations of the Borrower and each
      Participating Lender under subsection 3.4 shall be unconditional and
      irrevocable and shall be paid strictly in accordance with the terms of
      this Agreement under all circumstances, including, without limitation,
      the following circumstances:
    

    
      the existence of any claim, set-off, defense or other right which the
      Borrower may have at any time against any beneficiary, or any
      transferee, of any Letter of Credit (or any Persons for whom any such
      beneficiary or any such transferee may be acting), the Issuing Lender or
      any Participating Lender, or any other Person, whether in connection
      with this Agreement, the transactions contemplated herein, or any
      unrelated transaction;
    

    
      any statement or any other document presented under any Letter of Credit
      opened for its account proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect;
    

    
      payment by the Issuing Lender under any Letter of Credit against
      presentation of a draft or certificate which does not comply with the
      terms of such Letter of Credit, except payment resulting solely from the
      gross negligence or willful misconduct of the Issuing Lender; or
    

    
      any other circumstances or happening whatsoever, whether or not similar
      to any of the foregoing, except circumstances or happenings resulting
      from the gross negligence or willful misconduct of the Issuing Lender.
    

    
      Letter of Credit Application.  To the extent not inconsistent with the
      terms of this Agreement (in which case the provisions of this Agreement
      shall prevail), provisions of any Letter of Credit Application related
      to any Letter of Credit are supplemental to, and not in derogation of,
      any rights and remedies of the Issuing Lender and the Participating
      Lenders under this Section 3 and applicable law.  The Borrower
      acknowledges and agrees that all rights of the Issuing Lender under any
      Letter of Credit Application shall inure to the benefit of each
      Participating Lender to the extent of its Revolving Credit Commitment
      Percentage as fully as if such Participating Lender was a party to such
      Letter of Credit Application.
    

    
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      Purpose of Letters of Credit.  Each Standby Letter of Credit shall be
      used by the Borrower solely (a) to provide credit support for borrowings
      by the Borrower or its Subsidiaries, or (b) for other working capital
      purposes of the Borrower and Subsidiaries in the ordinary course of
      business.  Each Commercial Letter of Credit will be used by the Borrower
      and Subsidiaries solely to provide the primary means of payment in
      connection with the purchase of goods or services by the Borrower and
      its Subsidiaries in the ordinary course of business.
    

    
      GENERAL PROVISIONS
    

    
      Interest Rates and Payment Dates.
    

    
      Each Eurodollar Loan shall bear interest for each day during each
      Interest Period with respect thereto at a rate per annum
      equal to the Eurodollar Rate determined for such Interest Period plus
      the Applicable Margin.
    

    
      Each Prime Loan shall bear interest for each day on which it is
      outstanding at a rate per annum equal to the Prime Rate
      for such day plus the Applicable Margin.
    

    
      If all or a portion of (i) the principal amount of any Loan, (ii) any
      interest payable thereon or (iii) any fee or other amount payable
      hereunder shall not be paid when due (whether at the stated maturity, by
      acceleration or otherwise), such amount shall bear interest for each day
      after the due date until such amount is paid in full at a rate per
      annum equal to (x) in the case of principal, the rate that would
      otherwise be applicable thereto pursuant to the foregoing provisions of
      this subsection plus 3% per annum or (y) in the case of
      any such overdue interest, fee or other amount, the rate described in
      paragraph (b) of this subsection plus 3% per annum.  If
      any Event of Default described in subsections 9(c) (with respect to
      subsection 8.1 only), (f), (h) or (j) shall occur and be continuing, and
      the Required Lenders shall give notice to the Borrower that this
      sentence shall apply, then, until such Event of Default shall be cured
      or waived or such notice shall be withdrawn, the outstanding principal
      amount of all Loans shall bear interest at 3% per annum
      above the rate that would otherwise be applicable thereto pursuant to
      the foregoing provisions of this subsection 4.1 (other than the first
      sentence of this paragraph (c)).
    

    
      Interest shall be payable in arrears on each Interest Payment Date, provided
      that interest accruing pursuant to paragraph (c) of this subsection 4.1
      shall be payable from time to time on demand.
    

    
      On each date when the payment of any principal, interest or fees are due
      hereunder or under any Note, Borrower agrees to maintain on deposit in
      an ordinary checking account maintained by Borrower with the
      Administrative Agent (as such account shall be designated by Borrower in
      a written notice to the Administrative Agent from time to time, the “Borrower
      Account”) an amount sufficient to pay such principal, interest or
      fees in full on such date. Borrower hereby authorizes the Administrative
      Agent (i) to deduct automatically all principal, interest or fees when
      due hereunder or under any Note from the Borrower Account, and (ii) if
      and to the extent any payment of principal, interest or fees under this
      Agreement or any Note is not made when due to deduct any such amount
      from any or all of the accounts of Borrower maintained at the
      Administrative Agent. The Administrative Agent agrees to provide written
      notice to Borrower of any automatic deduction made pursuant to this
      4.1(e) showing reasonable detail the amounts of such deduction.
    

    
      In the event that any certificate delivered pursuant to subsection
      7.2(b) is inaccurate (regardless of whether this Agreement or the
      Commitments are in effect when such inaccuracy is discovered), and such
      inaccuracy, if corrected, would have led to the application of a higher
      Applicable Margin for any period than the Applicable Margin actually
      used to determine interest rates for such period, then (a) the Borrower
      shall promptly deliver to the Administrative Agent a corrected
      certificate for such period, (b) the Applicable Margin for such period
      shall be retroactively determined based on the calculations set forth in
      the corrected certificate delivered pursuant to subsection 7.2(b) and
      (c) the Borrower shall promptly pay to the Administrative Agent (for the
      account of the Lenders during such period or their successors and
      assigns) the accrued additional interest owing as a result of such
      increased Applicable Margin for such period.  This subsection 4.1(e)
      shall not limit the rights of the Administrative Agent under this
      Section 4 or Section 9, and shall survive the termination of this
      Agreement.
    

    
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      Conversion and Continuation Options.
    

    
      The Borrower may elect from time to time to convert outstanding
      Eurodollar Loans (in whole or in part) to Prime Loans by giving the
      Administrative Agent at least two Business Days’ prior irrevocable
      notice of such election, provided that any such conversion of
      Eurodollar Loans may only be made on the last day of an Interest Period
      with respect thereto.  The Borrower may elect from time to time to
      convert outstanding Prime Loans (in whole or in part) to Eurodollar
      Loans by giving the Administrative Agent prior irrevocable notice of
      such election no later than 11:00 A.M., New York City time, at least
      three Business Days’ prior to the proposed conversion date.  Any such
      notice of conversion to Eurodollar Loans shall specify the length of the
      initial Interest Period or Interest Periods therefor.  Upon receipt of
      any such notice the Administrative Agent shall promptly notify each
      relevant Lender thereof.  All or any part of outstanding Eurodollar
      Loans and Prime Loans may be converted as provided herein, provided
      that (i) no Prime Loan may be converted into a Eurodollar Loan when any
      Default or Event of Default has occurred and is continuing and the
      Administrative Agent or the Required Lenders have determined in its or
      their sole discretion that such conversion is not appropriate, (ii) any
      such conversion may only be made if, after giving effect thereto,
      subsection 4.3 shall not have been violated, and (iii) no Prime Loan may
      be converted into a Eurodollar Loan after the date that is one month
      prior to the Revolving Credit Termination Date or the Term Loan Maturity
      Date, as applicable.
    

    
      Any Eurodollar Loans may be continued as such upon the expiration of the
      then current Interest Period with respect thereto by the Borrower giving
      notice to the Administrative Agent of the length of the next Interest
      Period to be applicable to such Loans determined in accordance with the
      applicable provisions of the term “Interest Period” set forth in
      subsection 1.1, provided that no Eurodollar Loan may be continued
      as such (i) when any Default or Event of Default has occurred and is
      continuing and the Administrative Agent or the Required Lenders have
      determined in its or their sole discretion that such continuation is not
      appropriate, (ii) if, after giving effect thereto, subsection 4.3 would
      be contravened or (iii) after the date that is one month prior to the
      Revolving Credit Termination Date or the Term Loan Maturity Date, as
      applicable; and provided, further, that if the Borrower
      shall fail to give such notice or if such continuation is not permitted
      pursuant to the preceding proviso, such Eurodollar Loans shall
      automatically be converted to Prime Loans on the last day of such then
      expiring Interest Period.  Upon receipt of any notice pursuant to this
      subsection 4.2(b), the Administrative Agent shall promptly notify each
      Lender thereof.
    

    
      Minimum Amounts of Tranches.  All borrowings, conversions and
      continuations of Loans hereunder and all selections of Interest Periods
      hereunder shall be in such amounts and be made pursuant to such
      elections so that, after giving effect thereto, (i) the aggregate
      principal amount of the Eurodollar Loans comprising each Tranche shall
      be equal to $500,000 or a whole multiple of $100,000 in excess thereof
      and (ii) there shall not be more than 5 Tranches at any one time
      outstanding.
    

    
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      Optional and Mandatory Prepayments.
    

    
      The Borrower may at any time and from time to time prepay the Loans, in
      whole or in part, upon at least three Business Days’ irrevocable notice
      to the Administrative Agent (in the case of Eurodollar Loans) and at
      least one Business Day’s irrevocable notice to the Administrative Agent
      (in the case of Prime Loans), specifying the date and amount of
      prepayment and whether the prepayment is of Eurodollar Loans, Prime
      Loans or a combination thereof, and, in each case if a combination
      thereof, the amount allocable to each.  Upon the receipt of any such
      notice the Administrative Agent shall promptly notify each Lender
      thereof.  If any such notice is given, the amount specified in such
      notice shall be due and payable on the date specified therein.  Partial
      prepayments of the Loans shall be in an aggregate principal amount of
      $500,000 or a whole multiple of $100,000 in excess thereof.
    

    
      Amounts to be applied in connection with prepayments made pursuant to
      this Section shall be applied to the prepayment of the Term Loans in
      accordance with subsection 4.8(a)(ii) and shall be made, first,
      to Prime Loans and, second, to Eurodollar Loans.  
    

    
      If, at any time during the Revolving Credit Commitment Period, for any
      reason the Aggregate Revolving Credit Outstanding of all the Revolving
      Lenders exceeds the Aggregate Revolving Credit Commitments then in
      effect, or the Aggregate Revolving Credit Outstanding of any Lender
      exceeds the Revolving Credit Commitment of such Lender then in effect,
      the Borrower shall, without notice or demand, immediately prepay the
      Revolving Credit Loans and, to the extent required, cash collateralize
      Letters of Credit, in each case, in an aggregate amount at least
      sufficient to eliminate any such excess.
    

    
      If at any fiscal year end commencing on or after June 30, 2009, for
      which the ratio of Consolidated Funded Debt to Consolidated EBITDA as at
      the end of such fiscal year was in excess of 2.0 to 1.0, Borrower shall,
      within one hundred fifty (150) days of the end of such fiscal year end,
      apply an amount in prepayment of the Term Loans in inverse order of
      maturity ratably among each Term Lenders Term Loans equal to fifty (50%)
      percent of any Excess Cash Flow in respect of such fiscal year.
    

    
      Each prepayment of Loans pursuant to this subsection 4.4 shall be
      accompanied by accrued and unpaid interest on the amount prepaid to the
      date of prepayment and any amounts payable under subsection 4.11 or 4.15
      in connection with such prepayment.
    

    
      Commitment Fees; Other Fees.
    

    
      The Borrower agrees to pay to the Administrative Agent for the account
      of each Revolving Lender (other than any Revolving Lender which has
      defaulted in its obligation to fund a Loan under this Agreement), a
      commitment fee for the period from and including the Closing Date to but
      excluding the Revolving Credit Termination Date (or such earlier date on
      which the Revolving Credit Commitments shall terminate as provided
      herein) computed at the rate per annum set forth in the
      definition of “Applicable Margin” under the heading “Commitment Fee” on
      the average daily Available Revolving Credit Commitment of such Lender
      during the period for which payment is made, payable monthly in arrears
      on the last Business Day of each calendar month and on the Revolving
      Credit Termination Date or such earlier date on which the Revolving
      Credit Commitments shall terminate as provided herein, commencing on the
      first such date to occur after the date hereof.
    

    
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      The Borrower shall pay (without duplication of any other fee payable
      under this subsection 4.5) to each Agent any and all fees separately
      agreed to by the Borrower and such Agents.  The Borrower shall also pay
      for the account of each Lender on the Closing Date an upfront fee equal
      to .1% (10 basis points) of such Lender’s total of the Revolving Credit
      Commitment and the Term Commitment.
    

    
      In lieu of any letter of credit commissions and fees provided for in any
      Letter of Credit Application relating to a Letter of Credit (other than
      any standard issuance, amendment and negotiation fees), the Borrower
      will pay the Administrative Agent, (i) for the account of the Issuing
      Lender, a non-refundable fronting fee equal to 0.25% per annum
      payable annually in advance and (ii) for the account of the Issuing
      Lender (with respect to its Participating Interest) and the
      Participating Lenders to be shared ratably, a non-refundable Letter of
      Credit fee equal to the Applicable Margin in respect of Revolving Credit
      Loans which are Eurodollar Loans, in each case, on the amount available
      to be drawn under such Letter of Credit,  such fees shall be payable
      quarterly in arrears on the last Business Day of each calendar quarter,
      and shall be calculated on the average daily amount available to be
      drawn under the Letters of Credit.
    

    
      The Borrower agrees to pay the Issuing Lender for its own account the
      customary administration, amendment, transfer and negotiation fees
      charged by the Issuing Lender in connection with its issuance and
      administration of Letters of Credit.
    

    
      Computation of Interest and Fees.
    

    
      Interest and fees shall be calculated on the basis of a 360-day year for
      the actual days elapsed (including the first day but excluding the last
      day.  The Administrative Agent shall as soon as practicable notify the
      Borrower and the relevant Lenders of each determination of a Eurodollar
      Rate.  Any change in the interest rate on a Loan resulting from a change
      in the Prime Rate shall become effective as of the opening of business
      on the day on which such change becomes effective.  The Administrative
      Agent shall as soon as practicable notify the Borrower and the relevant
      Lenders of the effective date and the amount of each such change in the
      Prime Rate.
    

    
      Each determination of an interest rate by the Administrative Agent
      pursuant to any provision of this Agreement shall be conclusive and
      binding on the Borrower and the Lenders in the absence of manifest
      error.  The Administrative Agent shall, at the request of the Borrower
      deliver to the Borrower a statement showing in reasonable detail the
      calculations used by the Administrative Agent in determining any
      interest rate pursuant to subsection 4.1.
    

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

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

    
      the Administrative Agent has received notice from the Required Lenders
      that the Eurodollar Rate determined or to be determined for such
      Interest Period will not adequately and fairly reflect the cost to such
      Lenders of making or maintaining their Eurodollar Loans during such
      Interest Period,
    

    
      the Administrative Agent shall give telecopy or telephonic notice
      thereof to the Borrower and the Lenders as soon as practicable
      thereafter.  If such notice is given (i) any Eurodollar Loans requested
      to be made on the first day of such Interest Period shall be made as
      Prime Loans in U.S. Dollars, (ii) any Loans that were to have been
      converted on the first day of such Interest Period to or continued as
      Eurodollar Loans shall be converted to or continued as Prime Loans and
      (iii) any outstanding Eurodollar Loans shall be converted on the last
      day of such Interest Period to Prime Loans.  Until such notice has been
      withdrawn by the Administrative Agent, no further Eurodollar Loans shall
      be made or continued as such, nor shall the Borrower have the right to
      convert Prime Loans to Eurodollar Loans.
    

    
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      Pro Rata Treatment and Payments.
    

    
      (i)        Each borrowing of Loans by the Borrower from the Lenders
      hereunder shall be made pro rata according to the Term
      Loan Percentages or Revolving Credit Commitment Percentages, as
      applicable, of the relevant Lenders in effect on the date of such
      borrowing.  
    

    
      (ii)      Each payment (including each prepayment) by the Borrower, on
      account of principal of and interest on the Term Loans shall be made pro
      rata according to the respective outstanding principal amounts of
      the Term Loans then held by the Term Lenders.  The amount of each
      principal prepayment of the Term Loans shall be applied in inverse order
      of maturity to reduce the then remaining installments of the Term Loans pro
      rata based upon the respective then remaining principal amounts
      thereof.  Amounts prepaid on account of the Term Loans may not be
      reborrowed.
    

    
      (iii)     Each payment (including each prepayment) by the Borrower on
      account of principal of and interest on the Revolving Credit Loans shall
      be made pro rata according to the respective outstanding
      principal amounts of the Revolving Credit Loans then held by the
      Revolving Lenders.
    

    
      (iv)      Each payment by the Borrower on account of any commitment fee
      or letter of credit fee (other than the fronting fee) hereunder shall be
      allocated by the Administrative Agent among the Revolving Lenders pro
      rata in accordance with the Revolving Credit Commitment
      Percentages of the Lenders as of such date.
    

    
      (v)       Any reduction of the Revolving Credit Commitments of the
      Lenders shall be allocated by the Administrative Agent among the Lenders pro
      rata according to the Revolving Credit Commitment Percentages of
      the Lenders on the date of such reduction.  
    

    
      (vi)      All payments (including prepayments) to be made by the
      Borrower in respect of Loans hereunder, whether on account of principal,
      interest, fees or otherwise, shall be made without set-off or
      counterclaim and shall be made prior to 12:00 Noon, New York City time,
      on the due date thereof to the Administrative Agent, for the account of
      the Lenders entitled thereto, at the Administrative Agent’s office
      specified in subsection 11.2, in U.S. Dollars and in immediately
      available funds.  The Administrative Agent shall distribute such
      payments to the Lenders entitled to receive the same promptly upon
      receipt in like funds as received.
    

    
      (vii)     If any payment hereunder (other than payments on the
      Eurodollar Loans) becomes due and payable on a day other than a Business
      Day, the maturity of such payment shall be extended to the next
      succeeding Business Day, and, with respect to payments of principal,
      interest thereon shall be payable at the then applicable rate during
      such extension.  If any payment on a Eurodollar Loan becomes due and
      payable on a day other than a Business Day, the maturity of such payment
      shall be extended to the next succeeding Business Day (and, with respect
      to payments of principal, interest thereon shall be payable at the then
      applicable rate during such extension) unless the result of such
      extension would be to extend such payment into another calendar month,
      in which event such payment shall be made on the immediately preceding
      Business Day.
    

    
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      Unless the Administrative Agent shall have been notified in writing by
      any Lender prior to a Borrowing Date that such Lender will not make the
      amount that would constitute its share of such borrowing available to
      the Administrative Agent, the Administrative Agent may assume that such
      Lender is making such amount available to the Administrative Agent, and
      the Administrative Agent may, in reliance upon such assumption, make
      available to the Borrower a corresponding amount.  If such amount is not
      made available to the Administrative Agent by the required time on the
      Borrowing Date therefor, such Lender shall pay to the Administrative
      Agent, on demand, such amount with interest thereon at a rate per annum
      equal to the daily average Federal Funds Effective Rate for the period
      until such Lender makes such amount immediately available to the
      Administrative Agent.  A certificate of the Administrative Agent
      submitted to any Lender with respect to any amounts owing under this
      subsection shall be conclusive in the absence of manifest error.  If
      such Lender’s share of such borrowing is not made available to the
      Administrative Agent by such Lender within three Business Days of such
      Borrowing Date, the Borrower shall repay such Lender’s share of such
      borrowing (together with interest thereon from the date such amount was
      made available to the Borrower) at the rate per annum
      applicable to Prime Loans hereunder to the Administrative Agent not
      later than three Business Days after receipt of written notice from the
      Administrative Agent specifying such Lender’s share of such borrowing
      that was not made available to such Administrative Agent, and the
      Borrower shall have the right to pursue any remedies against such Lender
      for its failure to make its portion of such borrowing available.
    

    
      Unless the Administrative Agent shall have been notified in writing by
      the Borrower prior to a date on which a payment is due from the Borrower
      hereunder that the Borrower will not make such payment available to the
      Administrative Agent, the Administrative Agent may assume that the
      Borrower is making such amount available to the Administrative Agent,
      and the Administrative Agent may, in reliance upon such assumption, make
      available to the applicable Lenders a corresponding amount.  If such
      amount is not made available to the Administrative Agent by the required
      time on the due date therefor, each applicable Lender shall pay to the
      Administrative Agent, on demand, such amount with interest thereon at a
      rate per annum equal to the daily average Federal Funds
      Effective Rate for the period until such Lender makes such amount
      immediately available to the Administrative Agent.  A certificate of the
      Administrative Agent submitted to any Lender with respect to any amounts
      owing under this subsection shall be conclusive in the absence of
      manifest error.
    

    
      Illegality.  Notwithstanding any other provision herein, if the adoption
      of or any change in any Legal Requirement or in the interpretation or
      application thereof shall make it unlawful for any Lender to make or
      maintain Eurodollar Loans as contemplated by this Agreement, (a) the
      commitment of such Lender hereunder to make Eurodollar Loans, continue
      Eurodollar Loans as such and convert Prime Loans to Eurodollar Loans
      shall forthwith be cancelled until such time as it shall no longer be
      unlawful for such Lender to make or maintain the affected Loans and
      (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any,
      shall be converted automatically to Prime Loans on the respective last
      days of the then current Interest Periods with respect to such
      Eurodollar Loans or within such earlier period as may be required by
      law.  If any such conversion of a Eurodollar Loan occurs on a day which
      is not the last day of the then current Interest Period with respect
      thereto, the Borrower shall pay to such Lender such amounts, if any, as
      may be required pursuant to subsection 4.11.
    

    
      Increased Costs.
    

    
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      In the event that the adoption of or any change in any Legal Requirement
      (or in the interpretation or application thereof) or compliance by any
      Lender with any request or directive (whether or not having the force of
      law) from any central bank or other Governmental Authority:
    

    
      does or shall subject any Lender to any tax of any kind whatsoever with
      respect to this Agreement, any Note, any Loans made by it or any Letter
      of Credit, or change the basis of taxation of payments to such Lender of
      principal, fees, interest or any other amount payable hereunder (except
      for (A) changes in the rate  of tax on the overall net income or profits
      of such Lender, (B) any tax to the extent that the Borrower is or would
      be required to pay an additional amount with respect to such tax under
      subsection 4.12 or (C) any tax with respect to which the Borrower would
      not be required to pay an additional amount under subsection 4.12
      because payment of such additional amount with respect to such tax would
      be specifically excluded thereunder);
    

    
      does or shall impose, modify or hold applicable any reserve, special
      deposit, compulsory loan or similar requirement against assets held by,
      or deposits or other liabilities in or for the account of, advances or
      loans by, or other credit extended by, or any other acquisition of funds
      by, any office of such Lender which are not otherwise included in the
      determination of the Eurodollar Rate; or
    

    
      does or shall impose on such Lender any other condition affecting this
      Agreement or the Loans made by any Lender or any Letter of Credit
      participation therein;
    

    
      and the result of any of the foregoing is to increase the cost to such
      Lender, by any amount which such Lender deems to be material, of making,
      renewing, maintaining or participating in advances or extensions of
      credit or to reduce any amount receivable hereunder, in each case in
      respect of its Loans or Letters of Credit which it issues or in which it
      holds Participating Interests, then, in any such case, the Borrower
      shall promptly pay such Lender, upon receipt of its demand setting forth
      in reasonable detail, any additional amounts necessary to compensate
      such Lender for such additional cost or reduced amount receivable,
      together with interest on each such amount from the date two Business
      Days after the date demanded until payment in full thereof at the Prime
      Rate.  A certificate as to any additional amounts payable pursuant to
      the foregoing sentence submitted by such Lender, through the
      Administrative Agent, to the Borrower shall be conclusive in the absence
      of manifest error.  This covenant shall survive the termination of this
      Agreement and payment of all amounts outstanding hereunder for a period
      of one year.
    

    
      In the event that any Lender shall have determined that the adoption of
      any law, rule, regulation or guideline regarding capital adequacy (or
      any change therein or in the interpretation or application thereof) or
      compliance by any Lender or any corporation controlling such Lender with
      any request or directive regarding capital adequacy (whether or not
      having the force of law) from any central bank or Governmental
      Authority, including, without limitation, the issuance of any final
      rule, regulation or guideline, does or shall have the effect of reducing
      the rate of return on such Lender’s or such corporation’s capital as a
      consequence of its obligations hereunder to a level below that which
      such Lender or such corporation could have achieved but for such
      adoption, change or compliance (taking into consideration such Lender’s
      or such corporation’s policies with respect to capital adequacy) by an
      amount deemed by such Lender to be material, then from time to time,
      after submission by such Lender to the Borrower (with a copy to the
      Administrative Agent) of a written request therefor, the Borrower shall
      promptly pay to such Lender such additional amount or amounts as will
      compensate such Lender or such corporation for such reduction.  A
      certificate as to any additional amounts payable pursuant to this
      subsection 4.10(b), submitted by a Lender to the Borrower shall be
      conclusive in the absence of manifest error.  The provisions of this
      subsection 4.10(b) shall survive the termination of this Agreement and
      the payment of all amounts outstanding hereunder.
    

    
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      Any request by any Lender for compensation under this subsection 4.10
      shall be accompanied by a certificate of a duly authorized officer of
      such Lender setting for such information and calculations supporting
      such request as such Lender shall customarily provide in similar
      situations.
    

    
      Failure or delay on the part of any Lender to demand compensation
      pursuant to this subsection 4.10 shall not constitute a waiver of such
      Lender’s right to demand such compensation; provided that
      the Borrower shall not be required to compensate a Lender pursuant to
      this subsection 4.10 for any increased costs or reductions incurred more
      than 180 days prior to the date that such Lender notifies the Borrower
      of the circumstance giving rise to such increased costs or reductions
      and of such Lender’s intention to claim compensation therefor; provided,
      further, that, if the circumstance giving rise to such increased
      costs or reductions is retroactive in effect, then the 180-day period
      referred to above shall be extended to include the period of retroactive
      effect thereof.
    

    
      Indemnity.  Without duplication of the provisions of subsection 4.15,
      the Borrower agrees to indemnify each Lender and to hold each Lender
      harmless from any loss or expense which such Lender may sustain or incur
      as a consequence of (a) default by the Borrower in payment when due of
      the principal amount of or interest on any Loans of such Lender, (b)
      default by the Borrower in making a borrowing, continuation or
      conversion after the Borrower has given a notice of borrowing, a notice
      of continuation or a notice of conversion in accordance with this
      Agreement, (c) default by the Borrower in making any prepayment after
      the Borrower has given a notice in accordance with this Agreement or (d)
      the making of a prepayment, continuation or conversion of a Eurodollar
      Loan on a day which is not the last day of an Interest Period with
      respect thereto, including, without limitation, in each case, any such
      loss or expense arising from the reemployment of funds obtained by it to
      maintain its Eurodollar Loans hereunder or from fees payable to
      terminate the deposits from which such funds were obtained, but
      excluding, in each case, lost profit.  A certificate as to any amounts
      payable pursuant to this subsection 4.11, submitted by a Lender to the
      Borrower shall be conclusive in the absence of manifest error.  This
      covenant shall survive termination of this Agreement and payment of all
      amounts outstanding hereunder.
    

    
      Taxes.
    

    
      Any and all payments by or on account of any obligation of the Borrower
      hereunder shall be made free and clear of and without deduction for any
      Indemnified Taxes or Other Taxes; provided that if the Borrower
      shall be required to deduct any Indemnified Taxes or 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 subsection) the
      Administrative Agent, Lender or Issuing Lender (as the case may be)
      receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) the Borrower shall make such deductions and
      (iii) the Borrower shall pay the full amount deducted to the relevant
      Governmental Authority in accordance with applicable law.
    

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

    
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      The Borrower shall indemnify the Administrative Agent, each Lender and
      the Issuing Lender, within 10 days after written demand therefor, for
      the full amount of any Indemnified Taxes or Other Taxes paid by the
      Administrative Agent, such Lender or the Issuing Lender, as the case may
      be, on or with respect to any payment by or on account of any obligation
      of the Borrower hereunder (including Indemnified Taxes or Other Taxes
      imposed or asserted on or attributable to amounts payable under this
      subsection) 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 the Borrower by a Lender or the
      Issuing Lender, or by the Administrative Agent on its own behalf or on
      behalf of a Lender or the Issuing Lender, shall be conclusive absent
      manifest error.  
    

    
      Each Lender shall indemnify the Administrative Agent within 10 days
      after demand therefor, for the full amount of any Excluded Taxes
      attributable to such Lender that are payable by the Administrative Agent
      and reasonable expenses arising therefrom or with respect thereto,
      whether or not such Excluded 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 any Lender by the
      Administrative Agent shall be conclusive absent manifest error.      
    

    
      As soon as practicable after any payment of Indemnified Taxes or Other
      Taxes by the Borrower to a Governmental Authority, the 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.
    

    
      Any Lender that is entitled to an exemption from or reduction of any
      applicable withholding tax with respect to payments hereunder or under
      any other Loan Document shall deliver to the Borrower (with a copy to
      the Administrative Agent), at the time or times reasonably requested by
      the Borrower or the Administrative Agent, such properly completed and
      executed documentation prescribed by applicable law as will permit such
      payments to be made without withholding or at a reduced rate of
      withholding.  In addition, any Lender, if requested by the Borrower or
      the Administrative Agent, shall deliver such other documentation
      prescribed by applicable law or reasonably requested by the Borrower or
      the Administrative Agent as will enable the Borrower or the
      Administrative Agent to determine whether or not such Lender is subject
      to backup withholding or information reporting requirements.
      Notwithstanding anything to the contrary in the preceding two sentences,
      in the case of any withholding tax other than U.S. federal withholding
      tax the completion, execution and submission of such forms shall not be
      required if in the Lender’s judgment such completion, execution or
      submission would subject such Lender to any material unreimbursed cost
      or expense or would materially prejudice the legal or commercial
      position of such Lender.
    

    
      Without limiting the generality of the foregoing, any Foreign Lender
      shall, to the extent it is legally entitled to do so, deliver to the
      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 the Borrower or the Administrative
      Agent), whichever of the following is applicable:
    

    
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      (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 substantially in the Form of Exhibit G to the effect that
      such Foreign Lender is not (A) a “bank” within the meaning of section
      881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower
      within the meaning of section 881(c)(3)(B) of the Code, (C) a
      “controlled foreign corporation” described in section 881(c)(3)(C) of
      the Code and (D) the interest payment in question are not effectively
      connected with the United States trade or business conducted by such
      Lender (a “U.S. Tax Compliance Certificate”) and (y) duly completed
      copies of  Internal Revenue Service Form W-8BEN,
    

    
      (iv)      to the extent a Foreign Lender is not the beneficial owner
      (for example, where the Foreign Lender is a partnership or participating
      Lender granting a typical participation), an Internal Revenue Service
      Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, U.S. Tax Compliance
      Certificate, Form W-9, and/or other certification documents from each
      beneficial owner, as applicable; provided that, if the Foreign Lender is
      a partnership (and not a participating Lender) and one or more
      beneficial owners of such Foreign Lender are claiming the portfolio
      interest exemption, such Foreign Lender may provide a U.S. Tax
      Compliance Certificate on behalf of such beneficial owner(s), or
    

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

    
      Each Lender agrees that if any form or certification it previously
      delivered by it expires or becomes obsolete or inaccurate in any
      respect, it shall update such form or certification or promptly notify
      Borrower and the Administrative Agent in writing of its legal inability
      to do so.
    

    
      If the Administrative Agent or a Lender determines, in its reasonable
      discretion, that it has received a refund of any Taxes or Other Taxes as
      to which it has been indemnified by the Borrower or with respect to
      which the Borrower has paid additional amounts pursuant to this
      subsection 4.12, it shall pay over such refund to the Borrower as
      determined in good faith by the Administrative Agent or such Lender in
      its sole discretion (but only to the extent of indemnity payments made,
      or additional amounts paid, by the Borrower under this subsection 4.12
      with respect to the Taxes or Other Taxes giving rise to such refund),
      net of all out-of-pocket expenses of the Administrative Agent or such
      Lender and without interest (other than any interest paid by the
      relevant Governmental Authority with respect to such refund); provided
      that the Borrower upon the request of the Administrative Agent or such
      Lender, agrees to repay the amount paid over to the Borrower (plus any
      penalties, interest or other charges imposed by the relevant
      Governmental Authority) to the Administrative Agent or such Lender in
      the event the Administrative Agent or such Lender is required to repay
      such refund to such Governmental Authority. This subsection 4.12 shall
      not be construed to require the Administrative Agent or any Lender to
      make available its tax returns (or any other information relating to its
      taxes which it deems confidential) to the Borrower or any other Person.
    

    
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      Use of Proceeds.  The proceeds of the Revolving Credit Loans shall be
      used to fund the refinancing of the Existing Credit Agreement, pay fees,
      commissions, and expenses in connection therewith, up to $3,000,000 may
      be used to fund the Transaction, for the general working capital and
      general corporate purposes of the Borrower and its Subsidiaries, or for
      any Acceptable Acquisitions consummated after the Closing Date.  The
      proceeds of the Term Loans shall be used to fund the Transaction.  The
      Letters of Credit shall be used for the purposes set forth in subsection
      3.8.
    

    
      Change in Lending Office; Replacement of Lender.
    

    
      Each Lender agrees that if it makes any demand for payment under
      subsection 4.10 or 4.12, or if any adoption or change of the type
      described in subsection 4.9 shall occur with respect to it, it will use
      reasonable efforts (consistent with its internal policy and legal and
      regulatory restrictions and so long as such efforts would not be
      disadvantageous to it, as determined in its sole discretion) to
      designate a different lending office or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates
      if such designation or assignment would reduce or obviate the need for
      the Borrower to make payments under subsection 4.10 or 4.12, or would
      eliminate or reduce the effect of any adoption or change described in
      subsection 4.9.
    

    
      If any Lender requests any payment under subsection 4.10 or 4.12, the
      Borrower shall have the right to replace such Lender with one or more
      replacement lenders, each of which shall be reasonably acceptable to the
      Administrative Agent; provided that (i) the Borrower shall repay
      (or the replacement lender shall purchase) all Loans and other amounts
      owing hereunder to such replaced Lender prior to the date of
      replacement, (ii) until such time as such replacement shall be
      consummated, the Borrower shall pay additional amounts (if any) required
      pursuant to subsection 4.10 or 4.12 for the period prior to replacement
      and (iii) any such replacement shall not be deemed to be a waiver of any
      rights which the Borrower, the Administrative Agent or any other Lender
      shall have against the replaced Lender.
    

    
      Break Funding Payments.  In the event of (a) the payment of any
      principal of any Eurodollar Loan other than on the last day of an
      Interest Period applicable thereto (including, without limitation, as a
      result of an Event of Default), (b) the conversion of any Eurodollar
      other than on the last day of an Interest Period applicable thereto, or
      (c) the failure to borrow, convert, continue or prepay any Eurodollar
      Loan on the date specified in any notice delivered pursuant hereto,
      then, in any such event, the Borrower shall compensate each Lender for
      the loss, cost and expense attributable to such event.  Such loss, cost
      or expense to any Lender shall be the amount determined by such Lender
      to be the excess, if any, of (i) the amount of interest that would have
      accrued on the principal amount of such Loan had such event not
      occurred, at the Eurodollar Rate that would have been applicable to such
      Loan (excluding, for the avoidance of doubt, any Applicable Margin), 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 that
      would accrue on such principal amount for such period at the interest
      rate 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 any amount or amounts that such Lender is entitled to receive
      pursuant to this subsection 4.15 shall be delivered to the Borrower and
      shall be conclusive absent manifest error.  The Borrower shall pay such
      lender the amount shown as due on any such certificate within 10 days
      after receipt thereof.  The Lender is authorized (but not obligated) to
      debit any deposit account of the Borrower now or hereafter maintained by
      the Borrower with the Lender to pay any such amount that is not paid
      when due.
    

    
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      Evidence of Debt.
    

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

    
      The Administrative Agent shall maintain the Register pursuant to
      subsection 11.6(b), and a subaccount therein for each Lender, in which
      shall be recorded (i) the amount of each Revolving Credit Loan or Term
      Loan made hereunder, the Type thereof and each Interest Period
      applicable thereto, (ii) the amount of any principal or interest due and
      payable or to become due and payable from the Borrower to each Lender
      hereunder in respect of the Revolving Credit Loans or Term Loans and
      (iii) both the amount of any sum received by the Administrative Agent
      hereunder from the Borrower in respect of the Revolving Credit Loans or
      Term Loans and each Lender’s share thereof.
    

    
      The entries made in the Register and the accounts of each Lender
      maintained pursuant to subsection 4.16(a) shall, to the extent permitted
      by applicable law, be prima facie evidence of the existence and amounts
      of the obligations of the Borrower therein recorded; provided, however,
      that the failure of any Lender to maintain such account or the
      Administrative Agent to maintain the Register, or any error therein,
      shall not in any manner affect the obligation of the Borrower to repay
      (with applicable interest) the Loans made to the Borrower by such Lender
      in accordance with the terms of this Agreement.
    

    
      The Borrower agrees that it will, upon the request of any Term Lender,
      execute and deliver to such Lender a promissory note of the Borrower
      evidencing the Term Loans of such Lender owed by it, substantially in
      the form attached hereto as Exhibit A-1 with appropriate
      insertions as to date and principal amount (each, a “Term Loan
      Note”).  The Borrower agrees that it will, upon the request of any
      Revolving Lender, execute and deliver to such Lender (i) a promissory
      note of the Borrower evidencing the Revolving Credit Commitment of such
      Lender, substantially in the form attached hereto as Exhibit A-2
      with appropriate insertions as to date and principal amount (each, a “Revolving
      Credit Note”) and/or (ii) a promissory note of the Borrower
      evidencing the Swing Line Loans of such Lender, substantially in the
      form attached hereto as Exhibit A-3 with appropriate
      insertions as to date and principal amount (each, a “Swing Line
      Note”); provided that any Revolving Credit Note or
      Swing Line Note previously delivered to such Lender (or any predecessor
      thereof) has been returned to the Borrower and marked cancelled or an
      affidavit of lost or destroyed Note (in form acceptable to the Borrower)
      is executed and delivered by such requesting Lender in lieu of such Note.
    

    
      REPRESENTATIONS AND WARRANTIES
    

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

    
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      Financial Condition; Accuracy of Information.  During the period from
      March 31, 2008 to and including the date hereof, there has been no sale,
      transfer or other disposition by the Borrower or any of its consolidated
      Subsidiaries of any material part of its business or property and no
      purchase or other acquisition of any business or property (including any
      capital stock of any other Person) material in relation to the
      consolidated financial condition of the Borrower and its consolidated
      Subsidiaries at March 31, 2008, other than the sale of inventory in the
      ordinary course of business
    

    
      No Change.  Since March 31, 2008, there has been no development or event
      which has had or would reasonably be expected to have a Material Adverse
      Effect.
    

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

    
      Corporate Power; Authorization; Enforceable Obligations.  Each Loan
      Party has the power and authority, and the legal right, to make, deliver
      and perform the Loan Documents to which it is a party and to borrow and
      obtain other extensions of credit hereunder and has taken all necessary
      action to authorize the borrowings and other extensions of credit
      hereunder on the terms and conditions of this Agreement and any Notes
      and to authorize the execution, delivery and performance of the Loan
      Documents to which it is a party.  No consent or authorization of,
      filing with, notice to or other act by or in respect of, any
      Governmental Authority or any other Person is required as a condition
      precedent to the borrowings or other extensions of credit hereunder or
      the execution, delivery, performance, validity or enforceability of the
      Loan Documents.  This Agreement has been, and each other Loan Document
      to which it is a party will be, duly executed and delivered on behalf of
      each Loan Party that is a party hereto or thereto.  This Agreement
      constitutes, and each other Loan Document to which it is a party
      constitutes, a legal, valid and binding obligation of each Loan Party
      that is a party hereto or thereto, enforceable against such Loan Party
      in accordance with its terms, subject to the effects of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and other
      similar laws relating to or affecting creditors’ rights generally,
      general equitable principles (whether considered in a proceeding in
      equity or at law) and an implied covenant of good faith and fair dealing.
    

    
      No Legal Bar.  The execution, delivery and performance by the Borrower
      of the Loan Documents, the borrowings and other extensions of credit
      hereunder and the use of the proceeds thereof and the consummation of
      the Transaction will not (or, with respect to the consummation of the
      Transaction, did not) (a) violate any Requirement of Law or Contractual
      Obligation of any Loan Party or of any of its Subsidiaries except (other
      than with respect to Security Documents or the organizational and
      governing documents of such Loan Party or Subsidiaries), as would not,
      in the aggregate, reasonably be expected to result in a Material Adverse
      Effect, or (b) result in, or require, the creation or imposition of any
      Lien on any of its or their respective properties or revenues pursuant
      to any such Requirement of Law or Contractual Obligation (other than
      those Liens created by the Loan Documents).
    

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

    
      No Default.  No Loan Party or any of its Subsidiaries is in default
      under or with respect to any of its Contractual Obligations in any
      respect which could reasonably be expected to have a Material Adverse
      Effect.  No Default or Event of Default (under and as defined in the
      indenture governing the Existing Notes) has occurred and is
      continuing.  No Default or Event of Default has occurred and is
      continuing.
    

    
      Ownership of Property; Liens.  Each of the Loan Parties and its
      Subsidiaries has good record and marketable title in fee simple to, or a
      valid leasehold interest in, all its real property, and good title to,
      or a valid leasehold interest in, all its other property, except to the
      extent that the failure to have such title would not have a Material
      Adverse Effect.  None of such property is subject to any Lien except as
      permitted by subsection 8.3.  With respect to real property or interests
      in real property, as of the Closing Date, the Borrower or its
      Subsidiaries have (i) fee title to all of the real property listed on
      Schedule 5.8 under the heading “Fee Properties”, and (ii) good and valid
      title to the leasehold estates in all of the real property leased by it
      and listed on Schedule 5.8 under the heading “Leased Properties”, in
      each case free and clear of all mortgages, liens, security interests,
      easements, covenants, rights-of-way and other similar restrictions of
      any nature whatsoever, except (A) Liens permitted pursuant to subsection
      8.3, (B) as to leased property, the terms and provisions of the
      respective lease therefor and any matters affecting the fee title and
      any estate superior to the leasehold estate related thereto, and
      (C) title or lease defects, or leases or subleases granted to others,
      which are not material to the fee properties or the leased properties,
      as the case may be, taken as a whole.  The fee properties constitute, as
      of the Closing Date, substantially all of the real property owned in fee
      by the Borrower and its Subsidiaries.
    

    
      Intellectual Property.  Each Loan Party, and each of its Subsidiaries,
      owns, or is licensed to use or otherwise has the right to use, all
      trademarks, trade names, copyrights, patents, domain names, trade
      secrets and other proprietary information that it uses in the conduct of
      its business as currently conducted except for those for which the
      failure to own or license which would not reasonably be expected to have
      a Material Adverse Effect (the “Intellectual Property”).  To the
      knowledge of each Loan Party, no claim has been asserted and is pending
      or is threatened to be asserted by any Person challenging or questioning
      the use of any material Intellectual Property or the validity or
      enforceability of any such Intellectual Property which would reasonably
      be expected to have a Material Adverse Effect, nor does any Loan Party
      know of any valid basis for any such claim.  The use of such
      Intellectual Property by each Loan Party and its Subsidiaries does not
      infringe on the rights of any Person, except for such claims and
      infringements that, in the aggregate, would not reasonably be expected
      to have a Material Adverse Effect.
    

    
      Taxes.  Except as disclosed in Schedule 5.10, each Loan Party, and each
      of its Subsidiaries, has filed or caused to be filed all material tax
      returns which are required to be filed (and each such tax return is true
      and correct in all material respects) and has paid all taxes shown to be
      due and payable on said returns or on any assessments made against it or
      any of its property and all other taxes, fees or other charges imposed
      on it or any of its property by any Governmental Authority (other than
      any the amount or validity of which are currently being contested in
      good faith by appropriate proceedings and with respect to which reserves
      in conformity with GAAP have been provided on the books of such Loan
      Party or its Subsidiaries, as the case may be), and no tax Lien has been
      filed, and, to the knowledge of the Loan Parties, no claim is being
      asserted, with respect to any such tax, fee or other charge, in each
      case other than to the extent that any such failure to act or existence
      of claim would not, in the aggregate, reasonably be expected to have a
      Material Adverse Effect.
    

    
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      Federal Regulations.  No part of the proceeds of any Loans, and no
      Letter of Credit, will be used for “purchasing” or “carrying” any
      “margin stock” within the respective meanings of each of the quoted
      terms under Regulation U of the Board as now and from time to time
      hereafter in effect.  If requested by any Lender or the Administrative
      Agent, the Borrower will furnish to the Administrative Agent and each
      Lender a statement to the foregoing effect in conformity with the
      requirements of FR Form G-3 or FR Form U-1 referred to in said
      Regulation U, as the case may be.
    

    
      ERISA
    

    
      (a)       No ERISA Event has occurred or is reasonably expected to occur
      that, when taken together with all other such ERISA Events for which
      liability is reasonably expected to occur, would reasonably be expected
      to result in a Material Adverse Effect.  The present value of all
      accumulated benefit obligations under each Plan (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 the fair market value of the
      assets of such Plan by more than $1,000,000, and 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 the fair market value of the
      assets of all such underfunded Plans by more than $1,000,000.
    

    
      (b)       Except as would not reasonably be expected to result in a
      Material Adverse Effect, (i) each Foreign Plan has been maintained in
      compliance with its terms and with the requirements of any and all
      applicable laws, statutes, rules, regulations and orders and has been
      maintained, where required, in good standing with applicable regulatory
      authorities, and (ii) neither the Borrower nor any Subsidiary have
      incurred any obligation in connection with the termination of or
      withdrawal from any Foreign Plan.
    

    
      Investment Company Act; Other Regulations.  The Borrower is not an
      “investment company,” or a company “controlled” by an “investment
      company,” within the meaning of the Investment Company Act of 1940, as
      amended.  The Borrower is not subject to regulation under any Federal or
      State statute or regulation (other than Regulation X of the Board) which
      limits its ability to incur Indebtedness.
    

    
      Subsidiaries.  Schedule II sets forth all Subsidiaries of the Borrower
      as of the Closing Date.
    

    
      Environmental Matters.  Except to the extent that all of the following,
      in the aggregate, could not reasonably be expected to result in a
      Material Adverse Effect:
    

    
      The facilities and properties owned, leased or operated by each Loan
      Party or any of its Subsidiaries (the “Properties”) do not
      contain any Hazardous Materials in amounts or concentrations which
      (i) constitute a violation of, or (ii) could reasonably be expected to
      give rise to liability under, any Environmental Law.
    

    
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      The Properties and all operations at the Properties are in compliance in
      all material respects with all applicable Environmental Laws, and there
      is no contamination at, under or about the Properties or violation of
      any Environmental Law with respect to the Properties or the business
      operated by any Loan Party or any of its Subsidiaries (the “Business”)
      which could materially interfere with the continued operation of the
      Properties.
    

    
      Neither any Loan Party nor any of its Subsidiaries has received any
      written notice of violation, alleged violation, non-compliance,
      liability or potential liability regarding any Environmental Laws with
      regard to any of the Properties or the Business, nor does any Loan Party
      have knowledge that any such notice will be received or is being
      threatened.
    

    
      No Hazardous Materials have been transported or disposed of from the
      Properties in violation of, or in a manner or to a location which could
      reasonably be expected to give rise to liability under, any
      Environmental Law, nor have any Hazardous Materials been generated,
      treated, stored or disposed of at, on or under any of the Properties in
      violation of, or in a manner that could reasonably be expected to give
      rise to liability under, any applicable Environmental Law.
    

    
      No judicial proceeding or governmental or administrative action is
      pending or, to the knowledge of any Loan Party, threatened, under any
      Environmental Law to which any Loan Party or any Subsidiary thereof is
      or will be named as a party with respect to the Properties or the
      Business, nor are there any decrees, orders or agreements which impose
      obligations, or other administrative or judicial requirements
      outstanding under any Environmental Law with respect to the Properties
      or the Business.
    

    
      There has been no release or threat of release of Hazardous Materials
      at, under or from the Properties, or arising from or related to the
      operations of any Loan Party or any Subsidiary thereof in connection
      with the Properties or otherwise in connection with the Business, in
      violation of or in amounts or in a manner that could reasonably be
      expected to give rise to liability under Environmental Laws.
    

    
      Solvency.  Each Loan Party is, and after giving effect to the
      consummation of any Acquisition and to the incurrence of all
      Indebtedness and obligations being incurred in connection herewith and
      therewith will be, Solvent.
    

    
      Security Documents.  The Guarantees and the Security Agreements are
      effective to create in favor of the Administrative Agent, for the
      benefit of the Lenders, a legal, valid and enforceable security interest
      in the Collateral described, and as defined, therein and proceeds
      thereof.
    

    
      Insurance.  Schedule 5.18 sets forth a true, complete and correct
      summary description of all material insurance maintained by each Loan
      Party.  Such insurance is in full force and effect and all premiums have
      been duly paid.  Each Loan Party has insurance through insurers it
      reasonably believes to be of recognized financial responsibility
      covering its properties, operations, personnel and businesses, including
      business interruption insurance, which insurance is in amounts and
      insures against such losses and risks as it reasonably believes are
      adequate to protect it and its Subsidiaries and their respective
      businesses; and neither the Borrower nor any of its Subsidiaries has
      received notice from any insurer or agent of such insurer that capital
      improvements or other expenditures are required or necessary to be made
      in order to continue such insurance.
    

    
      Affiliate Transactions.  All Contractual Obligations between the
      Borrower and any of its Subsidiaries on the one hand, and their
      respective Affiliates, on the other hand, are disclosed in the
      Borrower’s most recent proxy statement filed on Form 14A with the
      Securities and Exchange Commission to the extent required under its
      regulations.
    

    
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      Accuracy of Information.  No statement or information contained in this
      Agreement, any other Loan Document or any other document, certificate or
      statement furnished in writing to the Administrative Agent or the
      Lenders or any of them (including, without limitation, filings made by
      the Borrower under the Exchange Act and the regulations promulgated
      thereunder), by or on behalf of any Loan Party for use in connection
      with the transactions contemplated by this Agreement or the other Loan
      Documents, taken as a whole together with all other information provided
      in this Agreement, the other Loan Documents or any other such document,
      certificate or statement, contained as of the date such statement,
      information, document or certificate was so furnished any untrue
      statement of any fact material to the interests of the Administrative
      Agent or any Lender, or omitted to state a fact necessary in order to
      make the statements contained herein or therein, in the light of the
      circumstances under which they were made, not misleading in any respect
      material to the interests of the Administrative Agent or any Lender;
      provided that, with respect to projected financial information, the
      Borrower represents only that such information was prepared in good
      faith based upon assumptions believed by the Borrower to be reasonable
      at the time.  There is no fact known to any Loan Party that would
      reasonably be expected to have a Material Adverse Effect that has not
      been expressly disclosed herein, in the other Loan Documents in the
      Borrower’s filings with the U.S. Securities and Exchange Commission
      pursuant to the Exchange Act on Form 10-Q made on May 12, 2008, or in
      such other documents, certificates and statements furnished to the
      Administrative Agent and the Lenders for use in connection with the
      transactions contemplated hereby and by the other Loan Documents.
    

    
      OFAC.  Neither any Loan Party, nor any Subsidiary of any Loan Party, nor
      any Affiliate of any Loan Party, is (a) named on the list of Specially
      Designated Nationals or Blocked Persons maintained by the U.S.
      Department of the Treasury’s Office of Foreign Assets Control available
      at http://www.treas.gov/offices/eotffe/ofac/sdn/index.html, or (b)(i) an
      agency of the government of a country, (ii) an organization controlled
      by a country, or (iii) a Person resident in a country that is subject to
      a sanctions program identified on the list maintained by the U.S.
      Department of the Treasury’s Office of Foreign Assets Control and
      available at
      http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as
      otherwise published from time to time, as such program maybe be
      applicable to such agency, organization or Person, and the proceeds from
      the credit extensions made pursuant to this Agreement will not be used
      to fund any operations in, finance any investments or activities in, or
      make any payments to, any such country or Person.
    

    
      CONDITIONS PRECEDENT
    

    
      Conditions to Closing Date.  The Closing Date shall occur on the date of
      satisfaction of the following conditions precedent:
    

    
      Loan Documents.  The Administrative Agent shall have received
      (i) this Agreement, executed and delivered by a duly authorized officer
      of the Borrower, with a counterpart or a conformed copy for each Lender,
      (ii) Security Documents, executed and delivered by a duly authorized
      officer of each party thereto, with a counterpart or a conformed copy
      for each Lender, and (iii) signed Term Loan Notes and Revolving Credit
      Notes for the account of each Lender that shall so request, executed and
      delivered by a duly authorized officer of the Borrower.
    

    
      Transaction.  The Transaction shall have been consummated in
      accordance with the Acquisition Agreement and no provision of the
      Acquisition Agreement shall have been waived, amended, supplemented or
      otherwise modified in any material respect without the approval of the
      Administrative Agent.
    

    
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      Closing Date Certificate.  The Administrative Agent shall have
      received, with a copy for each Lender, a certificate of each of the
      Borrower and the other Loan Parties, dated the Closing Date,
      substantially in the form attached hereto as Exhibit F, with
      appropriate insertions and attachments satisfactory in form and
      substance to the Administrative Agent, executed by the President or any
      Vice President and the Secretary or any Assistant Secretary of the
      Borrower or the relevant Loan Party, as applicable.
    

    
      Corporate Proceedings of the Borrower.  The Administrative Agent
      shall have received, with a counterpart for each Lender, a copy of the
      resolutions, in form and substance satisfactory to the Administrative
      Agent, of the Board of Directors of the Borrower authorizing (i) the
      execution, delivery and performance of this Agreement and (ii) the
      borrowings contemplated hereunder, certified by the Secretary or an
      Assistant Secretary of the Borrower as of the Closing Date, which
      certificate shall be in form and substance satisfactory to the
      Administrative Agent and shall state that the resolutions thereby
      certified have not been amended, modified, revoked or rescinded.
    

    
      Incumbency Certificate of the Borrower.  The Administrative Agent
      shall have received, with a counterpart for each Lender, a certificate
      of the Borrower dated the Closing Date, as to the incumbency and
      signature of the officers of the Borrower executing any Loan Document
      satisfactory in form and substance to the Administrative Agent, executed
      by the President or any Vice President and the Secretary or any
      Assistant Secretary of the Borrower.
    

    
      Corporate Proceedings of Subsidiaries.  The Administrative Agent
      shall have received, with a counterpart for each Lender, a copy of the
      resolutions, in form and substance satisfactory to the Administrative
      Agent, of the Board of Directors of each other Subsidiary of the
      Borrower which is a party to a Loan Document authorizing the execution,
      delivery and performance of the Loan Documents to which it is a party,
      certified by the Secretary or an Assistant Secretary of each such
      Subsidiary as of the Closing Date, which certificate shall be in form
      and substance satisfactory to the Administrative Agent and shall state
      that the resolutions thereby certified have not been amended, modified,
      revoked or rescinded.
    

    
      Subsidiary Incumbency Certificates.  The Administrative Agent
      shall have received, with a counterpart for each Lender, a certificate
      of each other Subsidiary of the Borrower which is a party to a Loan
      Document, dated the Closing Date, as to the incumbency and signature of
      the officers of such Subsidiary, satisfactory in form and substance to
      the Administrative Agent, executed by the President or any Vice
      President and the Secretary or any Assistant Secretary of each such
      Subsidiary.
    

    
      Corporate Documents.  The Administrative Agent shall have
      received, with a counterpart for each Lender, true and complete copies
      of the certificate of incorporation and by-laws of each Loan Party,
      certified as of the Closing Date as complete and correct copies thereof
      by the Secretary or an Assistant Secretary of such Loan Party.
    

    
      Fees.  The Arranger, the Agent and the Lenders shall have
      received all invoiced fees, costs, expenses and compensation required to
      be paid on the Closing Date (including reasonable fees, disbursements
      and other charges of legal counsel to the Arranger and the Lenders and
      expenses of appraisers, consultants and other advisors to the Arranger
      and the Lenders and who have been approved by the Borrower).
    

    
      Legal Opinions.  The Administrative Agent shall have received,
      with a counterpart for each Lender, the executed legal opinion of
      Forchelli, Curto, Crowe, Deegan, Schwartz, Mineo & Cohn, LLP, special
      counsel to the Borrower and the other Loan Parties, substantially in the
      form attached hereto as Exhibit E.
    

    
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      Actions to Perfect Liens.  The Administrative Agent shall have
      received evidence in form and substance satisfactory to it that all
      filings, recordings, registrations and other actions, including, without
      limitation, the filing of duly executed financing statements on form
      UCC-1 necessary or, in the opinion of the Administrative Agent,
      desirable to perfect or continue the Liens created by the Security
      Documents shall have been completed or shall continue to be in full
      force and effect.
    

    
      Lien Searches.  The Administrative Agent shall have received the
      results of a recent search by a Person satisfactory to the
      Administrative Agent of the Uniform Commercial Code filings which may
      have been filed with respect to personal property of each Loan Party and
      each patent, trademark or copyright recorded with the United States
      Patent and Trademark Office or the United States Copyright Office, as
      applicable, and such search shall reveal no material liens on any of the
      assets of such Loan Party except for liens created by the Security
      Documents or Liens permitted by the Loan Documents.
    

    
      Consents, Licenses and Approvals.  All governmental and material
      third party approvals necessary in connection with the execution,
      delivery and performance of the Loan Documents shall have been obtained
      and be in full force and effect or shall continue to be in full force
      and effect.
    

    
      Litigation.  There shall be no litigation or administrative
      proceeding or proposed or pending regulatory changes in law or
      regulations applicable to the Borrower or its Subsidiaries, that would
      reasonably be expected to have a Material Adverse Effect or a material
      adverse effect on the ability of the parties to consummate the
      execution, delivery and performance of the Loan Documents and the
      borrowings hereunder.
    

    
      Indebtedness.  Immediately after giving effect to the Transaction
      and the Extensions of Credit on the Closing Date, the Borrower and its
      Subsidiaries shall not have outstanding Indebtedness for borrowed money
      or preferred stock other than (w) Indebtedness under the Loan Documents,
      (x) Indebtedness permitted hereunder, (y) other Indebtedness for
      borrowed money, not to exceed $1,000,000 and (z) as set forth on Schedule 8.2.
    

    
      Documentation.  The Lenders have received such other legal
      opinions, corporate documents and other instruments and/or certificates
      as they may reasonably request.
    

    
      Material Adverse Change.  Since March 31, 2008 (or June 30, 2008
      solely with respect to Marks), there has been no development or event
      which has had or would reasonably be expected to have a Material Adverse
      Effect.
    

    
      Execution by Lenders.  This Agreement shall have been executed
      and delivered by each Lender hereunder, and the Administrative Agent
      shall have received written consents from Lenders which constitute
      Required Lenders under the Existing Credit Agreement to the execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby (it being agreed that the entering into this
      Agreement by such Lender shall constitute such written consent).
    

    
      Conditions to Each Extension of Credit.  The agreement of each Lender to
      make any Extension of Credit requested to be made by it on any date
      (including, without limitation, the Closing Date), is subject to the
      receipt of a notice of request for a Term Loan, a Revolving Credit Loan
      or a Swing Line Loan, as applicable, and the satisfaction of the
      following conditions precedent as of the date such Extension of Credit
      is requested to be made:
    

    
      Representations and Warranties.  Each of the representations and
      warranties made by each of the Loan Parties in or pursuant to the Loan
      Documents shall be true and correct in all material respects on and as
      of such date as if made on and as of such date, other than any such
      representations and warranties that, by their terms, refer to a specific
      date other than such date, in which case as of such specific date.
    

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

    
      Each request by the Borrower for an Extension of Credit to be made to
      the Borrower hereunder shall constitute a representation and warranty by
      the Borrower as of the date of such Extension of Credit that the
      conditions contained in this subsection 6.2 have been satisfied.  
    

    
      6.3.      Post Closing Obligations.     Within
      sixty (60) days of the Closing Date (or thirty (30) days in the case of
      subsection (h) hereof) the Borrower will deliver to the Administrative
      Agent the following in form and content reasonably satisfactory to the
      Administrative Agent and the Required Lenders in each case, at the
      Borrower’s sole cost and expense:
    

    
                                    (a)       An Environmental report (Phase
      I) on the Borrower’s real property located at 333 Bayview Avenue,
      Amityville, New York (the “Mortgaged Property”);
    

    
                                    (b)       A mortgage and security
      agreement on the Administrative Agent’s standard form or other form
      acceptable to the Administrative Agent and its counsel, (the Mortgage”)
      encumbering the land and improvements upon the Mortgaged Property
      securing $5,000,000 in principal amount of the obligations under this
      Agreement together with a Hazardous Material Guaranty and
      Indemnification Agreement on the standard form of the Administrative
      Agent or on a form acceptable to the Administrative Agent and its
      counsel from the Borrower and its Domestic Subsidiaries with respect to
      the real property encumbered by such Mortgage;
    

    
                                    (c)       An updated survey of the
      Mortgage Property guaranteed to the Administrative Agent together with
      certificates of occupancy/completion for all improvements requiring same
      and satisfactory violation, flood, lien and judgment searches;
    

    
                                    (d)       Title Insurance (including such
      endorsements as the Administrative Agent  shall require) insuring the
      Mortgage as a first mortgage lien upon the Mortgaged Property subject
      only to those exceptions permitted by the Administrative Agent and its
      counsel;
    

    
                                    (e)       Paid certificates of insurance
      evidencing hazard, business interruption, explosion, flood (if
      necessary) and general liability coverage in such amounts and on such
      forms as shall be satisfactory to the Administrative Agent and its
      counsel;
    

    
                                    (f)       Evidence that all fees, taxes,
      premiums and amounts owed in connection with the recording of the
      Mortgage and the issuance of the Title Insurance Policy, including the
      Administrative Agent’s fees and expenses, have been paid in full;
    

    
                                    (g)       Supplements to the Loan
      Documents perfecting the Collateral Agent’s liens in the Marks patents
      and trademarks, if any;
    

    
                                    (h)       A pledge security agreement on
      the Agent’s standard form granting a security interest in the shares of
      Napco Group Europe Limited (48,750) shares), Alarm Lock Systems, Inc.
      (100 shares) and Napco Americas (650 shares) (the “Pledged Stock”)
      together with legal opinions from counsel relating to the effectiveness
      of such security interests in such stock satisfactory to the
      Administrative Agent and the Required Lenders and undated stock powers
      or similar instruments duly executed by each pledgor for such pledged
      shares
    

    
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      Notwithstanding any provision to the contrary contained herein, until
      such time as the Administrative Agent acknowledges receipt of the items
      listed in subsections (a) through (f) above, the Borrower agrees that
      the Aggregate Revolving Credit Commitments shall be reduced by
      $5,000,000.
    

    
      AFFIRMATIVE COVENANTS
    

    
      The Borrower hereby agrees that, so long as the Commitments (or any of
      them) remain in effect, any Loan or Reimbursement Obligation remains
      outstanding and unpaid or any other amount is owing to any Lender or the
      Administrative Agent hereunder or under any other Loan Document, the
      Borrower shall and shall cause each of its Subsidiaries to:
    

    
      Financial Statements.  Furnish to each Lender:
    

    
      within ninety (90) days after the end of each fiscal year, audited
      consolidated financial statements of Borrower and its Consolidated
      Subsidiaries as of the end of such year, fairly presenting Borrower's
      and its Consolidated Subsidiaries' financial position, which statements
      shall consist of a balance sheet and related statements of income,
      retained earnings, and cash flow covering the period of Borrower's
      immediately preceding fiscal year, and which shall be prepared by
      Borrower and audited by independent certified public accountants
      satisfactory to the Administrative Agent in the form submitted to the
      Securities and Exchange Commission, and in accordance with GAAP. At the
      same time, Borrower shall deliver to each Lender (i) a copy of the Form
      10-K filed with the Securities and Exchange Commission, and internally
      prepared consolidating financial statements of Borrower and its
      Consolidated Subsidiaries, and (ii) a covenant compliance certificate
      certifying that there are no defaults to the Loan Documents in the form
      of Exhibit H attached hereto and made a part hereof and otherwise in
      form and substance reasonably satisfactory to the Administrative Agent,
      executed by the chairman, president or chief financial officer of
      Borrower or other financial officer satisfactory to the Administrative
      Agent in the form of Exhibit H attached hereto and made a part hereof.
      All such financial statements and other documents delivered to each
      Lender are to be certified as accurate by the chief financial officer of
      Borrower.
    

    
      Within sixty (60) days of each first, second and third fiscal quarter of
      each fiscal year, consolidated 10-Q report filed with the Securities and
      Exchange Commission of Borrower and its Consolidated Subsidiaries as of
      the end of such period, fairly presenting Borrower's and its
      Consolidated Subsidiaries' financial position, and internally prepared
      consolidating financial statements of Borrower and its Consolidated
      Subsidiaries. At the same time, the Borrower shall deliver to the each
      Lender a covenant compliance certificate certifying that there are no
      defaults to the Loan Documents in the form of Exhibit H attached hereto
      and made a part hereof and otherwise in form and substance reasonably
      satisfactory to the Administrative Agent, executed by the chairman,
      president or chief financial officer of Borrower or other financial
      officer satisfactory to the Administrative Agent.  All such reports
      shall be in such detail as the Securities and Exchange Commission shall
      request and in accordance with GAAP and shall be signed and certified to
      be correct by the chief financial officer of Borrower or such other
      financial officer satisfactory to the Administrative Agent.
    

    
      As soon as available, a true copy of any Management Letter or other
      communication to Borrower, from its certified public accountants
      regarding matters which arose or were ascertained during the course of
      their review and which such accountants determined ought to be brought
      to management's attention.
    

    
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      Within sixty (60) days of each fiscal quarter end of the first three
      quarters of each fiscal year and ninety (90) days in the case of the
      fourth fiscal quarter end concerning Borrower and all Consolidated
      Subsidiaries, all such reports to be in form and substance satisfactory
      to the Administrative Agent in its reasonable discretion (i) accounts
      receivable aging reports, and (ii) inventory designation reports.
    

    
      Copies of any and all proxy statements financial statements, and reports
      which Borrower sends to its shareholders, and copies of any and all
      periodic and special reports and registration statements which Borrower
      files with the Securities and Exchange Commission, and such additional
      information as each Lender may from time to time reasonably request
      regarding the financial and business affairs of Borrower or any
      Consolidated Subsidiary.
    

    
      All such financial statements shall be complete and correct in all
      material respects and shall be prepared in reasonable detail and in
      accordance with GAAP applied consistently throughout the periods
      reflected therein and with prior periods (except that interim statements
      may exclude detailed footnote disclosure in accordance with standard
      practice).
    

    
      Certificates; Other Information.  Furnish to each Lender:
    

    
      concurrently with the delivery of the financial statements referred to
      in subsection 7.1(a), a certificate of the independent certified public
      accountants reporting on such financial statements stating that in
      making the examination necessary therefor no knowledge was obtained of
      any Default or Event of Default, except as specified in such certificate;
    

    
      concurrently with the delivery of the financial statements referred to
      in subsections 7.1(a) and 7.1(b), a certificate of a Responsible Officer
      of the Borrower stating that, to the best of such officer’s knowledge,
      each Loan Party during such period has observed or performed all of its
      covenants and other agreements, and satisfied every condition, contained
      in this Agreement and the other Loan Documents to be observed, performed
      or satisfied by it, and that such officer has obtained no knowledge of
      any Default or Event of Default except as specified in such certificate;
      and in the case of financial statements referred to in subsections
      7.1(a) and 7.1(b), including calculations and information demonstrating
      in reasonable detail compliance with the requirements of subsection 8.1
      and determining the Applicable Margin; and
    

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

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

    
      Maintenance of Existence.  Preserve, renew and keep in full force and
      effect its corporate existence and take all reasonable action to
      maintain all rights, privileges and franchises necessary or desirable in
      the normal conduct of its business except as otherwise permitted
      pursuant to subsection 8.5; and comply with all Contractual Obligations
      and Requirements of Law except to the extent that failure to comply
      therewith would not, in the aggregate, be reasonably expected to have a
      Material Adverse Effect.
    

    
      Maintenance of Property; Insurance.  Keep all property material to the
      conduct of the business of the Borrower and its Subsidiaries, taken as a
      whole, in good working order and condition; maintain with financially
      sound and reputable insurance companies insurance on all its property in
      at least such amounts and against at least such risks (but including in
      any event public liability, product liability and business interruption)
      as are usually insured against in the same general area by companies
      engaged in the same or a similar business; and furnish to each Lender,
      upon written request, full information as to the insurance carried.
    

    
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      Inspection of Property; Books and Records; Discussions.  Keep proper
      books of records and account in which full, true and correct entries in
      conformity with GAAP and all Requirements of Law shall be made of all
      dealings and transactions in relation to its business and activities;
      and, upon prior written notice, permit representatives of any Lender to
      visit and inspect any of its properties and examine and make abstracts
      from any of its books and records during normal business hours and as
      often as may reasonably be desired and to discuss the business,
      operations, properties and financial and other condition of the Borrower
      and its Subsidiaries with officers and employees of the Borrower and its
      Subsidiaries and, in the presence of an officer of the Borrower, with
      its independent certified public accountants.
    

    
      Notices.  Promptly give notice to the Administrative Agent (who shall
      promptly notify each Lender) of:
    

    
      the occurrence of any Default or Event of Default;
    

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

    
      any litigation or proceeding (including without limitation any notice of
      violation, alleged violation, liability or potential liability under any
      Environmental Law)  that is filed or commenced (in each case after the
      Closing Date) affecting the Borrower or any of its Subsidiaries in which
      the amount claimed by the plaintiff is $1,000,000 or more and not
      covered by insurance;
    

    
      any ERISA Event, that alone or together with any other ERISA Events that
      have occurred, would reasonably be expected to result in a liability of
      the Borrower and its Subsidiaries in an amount exceeding $1,000,000 (as
      soon as possible and in any event within 30 days after any Loan Party
      knows or has reason to know thereof); and
    

    
      any development or event which has had or would reasonably be expected
      to have a Material Adverse Effect.
    

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

    
      Environmental Laws.
    

    
      Comply with, and ensure compliance by all tenants and subtenants, if
      any, with, all applicable Environmental Laws and obtain and comply in
      all respects with and maintain, and ensure that all tenants and
      subtenants obtain and comply in all respects with and maintain, any and
      all licenses, approvals, notifications, registrations or permits
      required by applicable Environmental Laws, except to the extent that any
      failures could not, in the aggregate, reasonably be expected to have a
      Material Adverse Effect or to result in the payment of an amount of more
      than $1,000,000.00.
    

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

    
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      Additional Subsidiaries; Additional Collateral.
    

    
      With respect to any Domestic Subsidiary created or acquired after the
      Closing Date by the Borrower, promptly cause such Subsidiary to execute
      a Guarantee and Security Agreement, deliver to the Administrative Agent
      the certificates representing the Capital Stock of such Subsidiary,
      together with undated stock powers, executed in blank, securing the
      Obligations as described in the Guarantee and Security Agreement and
      covering the types of assets covered by the Guarantee and Security
      Agreement, take all required actions to perfect the security interests
      created by the Guarantee and Security Agreement in the assets of such
      Subsidiary and if requested by the Administrative Agent, deliver to the
      Administrative Agent legal opinions relating to the preceding matters,
      which opinions shall be in form and substance, and from counsel,
      reasonably satisfactory to the Administrative Agent.
    

    
      With respect to each direct Foreign Subsidiary of the Borrower or of any
      Domestic Subsidiary acquired or formed after the Closing Date or a
      Foreign Subsidiary that otherwise becomes a direct Foreign Subsidiary
      after the Closing Date, promptly after the acquisition or formation
      thereof or such other Foreign Subsidiary becoming a direct Foreign
      Subsidiary, execute and deliver and cause each such Foreign Subsidiary
      to execute and deliver to the Administrative Agent, in form and
      substance reasonably satisfactory to the Administrative Agent, such
      documents and instruments (including, without limitation, pledge
      agreements) and take such action (including, without limitation, the
      delivery of stock certificates and instruments) as the Administrative
      Agent may reasonably request in order to grant to the Administrative
      Agent, for the ratable benefit of the Lenders, as collateral security
      for the Obligations, a first priority perfected security interest in 65%
      of the voting Capital Stock and 100% of the non-voting Capital Stock of,
      or equivalent ownership interests in, such direct Foreign Subsidiary,
      along with any warrants, options, or other rights to acquire the same,
      in all cases to the extent legally permissible and practicable and
      deliver to the Administrative Agent such legal opinions as it shall
      reasonably request with respect thereto.  For purposes of this
      subsection 7.9(b), “direct” means directly held by the Borrower or any
      Domestic Subsidiary.
    

    
      If requested by the Administrative Agent, grant in favor of the
      Administrative Agent, for the benefit of the Lenders, Liens on any other
      assets other than real property (owned or leased) hereafter acquired by
      the Borrower or any Domestic Subsidiary and on previously encumbered
      assets which become unencumbered, to the extent such Liens are then
      permissible under applicable law and pursuant to any agreements to which
      the Borrower or its Subsidiaries are a party, pursuant to documentation
      in form and substance reasonably satisfactory to the Administrative
      Agent.
    

    
      In connection with any Acquisition, to the extent not otherwise provided
      for in this subsection 7.9, take all action necessary to assure that
      security interests and Liens for the benefit of the Lenders are granted
      and perfected in all material assets acquired in such Acquisition
      (including assets of Subsidiaries acquired in such Acquisition), subject
      in each case to Liens permitted under subsection 8.3.
    

    
      NEGATIVE COVENANTS
    

    
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      The Borrower hereby agrees that, so long as the Commitments (or any of
      them) remain in effect, any Loan or Reimbursement Obligation remains
      outstanding and unpaid or any other amount is due and payable to any
      Lender or the Administrative Agent hereunder or under any other Loan
      Document, the Borrower shall not, and shall not permit any of its
      Subsidiaries to, directly or indirectly:
    

    
      Financial Condition Covenants.
    

    
      Maximum Leverage.  Permit at the end of each fiscal quarter for
      the Trailing four quarter period then ended in respect of the indicated
      periods the corresponding ratio of Consolidated Funded Debt to
      Consolidated EBITDA to be greater than: (i) 3.5 to 1.0 from the Closing
      Date through and including June 29, 2009; (ii) 3.0 to 1.0 from June 30,
      2009 through and including June 29, 2010; and (iii) 2.5 to 1.0 as of
      June 30, 2010 and at all times thereafter.  For all relevant periods
      prior to the date of calculation, Consolidated EBITDA will include
      EBITDA of Marks.
    

    
      Minimum Debt Service Coverage Ratio.   Permit at the end of each
      fiscal quarter for the Trailing four quarter period then ended the Debt
      Service Coverage Ratio of the Borrower and its Consolidated Subsidiaries
      to be less than 1.25 to 1.0.  “Debt Service Coverage Ratio” shall mean
      Consolidated Cash Flow and Consolidated Interest Expense, divided by the
      sum of Consolidated Interest Expense and the consolidated current
      portion of all Indebtedness of the Borrower and its Consolidated
      Subsidiaries having a final maturity of one year or more from the date
      of incurrence thereof, including, without limitation, the Term Loan.
    

    
      Minimum Modified Quick Ratio.  Permit at the end of each fiscal
      quarter for the Trailing four quarter period then ended the Modified
      Quick Ratio of the Borrower and its Consolidated Subsidiaries to be less
      than 1.15 to 1.0.  Modified Quick Ratio means the ratio of the aggregate
      of cash, plus Cash Equivalents, plus accounts receivables to current
      liabilities plus the Aggregate Revolving Credit Outstanding of all
      Lenders, in each case, of the Borrower and its Consolidated Subsidiaries.
    

    
      Minimum Domestic Tangible Assets.  Permit at any time the value
      of all of the Borrower’s and its Consolidated Subsidiaries’ Tangible
      Assets in the United States to be less than forty (40%) percent of the
      value of all of their Tangible Assets wherever located.  Tangible Assets
      means Total Assets minus Intangible Assets.  Intangible Assets means (i)
      loans and advances to, and other receivables owing, from any officers,
      employees, subsidiaries or Affiliates, (ii) good will and (iii) any
      other assets deemed intangible under GAAP.
    

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

    
      Indebtedness of the Borrower or any Subsidiary under this Agreement or
      any other Loan Document;
    

    
      existing Indebtedness of the Borrower and its Subsidiaries listed on Schedule
      8.2 and the Refinancing in respect thereof;
    

    
      Indebtedness of the Borrower under Hedge Agreements entered into solely
      to hedge interest rate exposure and not for speculative purposes; and
    

    
      Indebtedness of the Borrower or any Subsidiary (other than Indebtedness
      incurred pursuant to the Term Loans or Revolving Credit Loans hereunder)
      incurred to finance the acquisition, construction or improvement of any
      fixed or capital assets, including obligations under Financing Leases
      and any Indebtedness assumed in connection with the acquisition of any
      such assets or secured by a Lien on any such assets prior to the
      acquisition thereof which Lien was not created in contemplation of such
      acquisition and on any extensions, renewals and replacements of any such
      Indebtedness that do not increase the outstanding principal amount
      thereof; provided that (A) such Indebtedness is incurred prior to
      or within 120 days after such acquisition or the completion of such
      construction or improvement and (B) the aggregate principal amount of
      Indebtedness permitted by this paragraph (d) shall not exceed $1,000,000
      per fiscal year
    

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

    
      Liens for taxes not yet due or which are being contested in good faith
      by appropriate proceedings, provided that adequate reserves with
      respect thereto are maintained on the books of such Person in conformity
      with GAAP (or, in the case of Foreign Subsidiaries, generally accepted
      accounting principles in effect from time to time in their respective
      jurisdictions of incorporation);
    

    
      carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or
      other like Liens arising in the ordinary course of business which are
      not overdue for a period of more than 60 days or which are being
      contested in good faith by appropriate proceedings;
    

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

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

    
      easements, zoning restrictions, rights-of-way, restrictions and other
      similar encumbrances incurred in the ordinary course of business which
      do not secure any monetary obligations and do not in any case materially
      detract from the value of the property subject thereto or materially
      interfere with the ordinary conduct of the business of such Person;
    

    
      Liens (i) existing as of the Closing Date and listed on Schedule
      8.3 and extensions, renewals and replacements thereof that do not
      increase the outstanding principal amount thereof, and (ii) previously
      identified in writing to the Administrative Agent, arrangements for the
      release of which satisfactory to the Administrative Agent have been made;
    

    
      Liens securing Indebtedness of the Borrower or any Subsidiaries
      permitted by subsection 8.2(d) incurred to finance the acquisition of
      fixed or capital assets (whether pursuant to a loan, a Financing Lease
      or otherwise), provided that (i) such Liens shall be created
      substantially simultaneously with the acquisition of such fixed or
      capital assets, (ii) such Liens do not at any time encumber any property
      other than the property financed by such Indebtedness, (iii) the amount
      of Indebtedness secured thereby is not increased and (iv) the principal
      amount of Indebtedness secured by any such Lien shall at no time exceed
      the original purchase price of such property at the time it was
      acquired; and
    

    
      Liens created pursuant to the Security Documents.
    

    
      Limitation on Guarantee Obligations.  Create, incur, assume or suffer to
      exist any Guarantee Obligation except:
    

    
      Guarantee Obligations in existence on the date hereof and listed on Schedule 8.4;
    

    
      guarantees made in the ordinary course of its business by the Borrower
      of obligations of any of its Domestic Subsidiaries, which obligations
      are otherwise permitted under this Agreement; and
    

    
      the guarantee by the Domestic Subsidiaries under the Guarantees.
    

    
      Limitation on Fundamental Changes.  Enter into any merger, consolidation
      or amalgamation, or liquidate, wind up or dissolve itself (or suffer any
      liquidation or dissolution), or convey, sell, lease, assign, transfer or
      otherwise dispose of, all or substantially all of its property, business
      or assets, except:
    

    
      any Subsidiary of the Borrower may be merged or consolidated with or
      into the Borrower (provided that the Borrower shall be the
      continuing or surviving corporation) or with or into any one or more
      wholly owned Subsidiaries of the Borrower (provided that if a
      Domestic Subsidiary is a party to such transaction, such Domestic
      Subsidiary shall be the continuing or surviving corporation); and
    

    
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      any wholly owned Subsidiary may sell, lease, transfer or otherwise
      dispose of any or all of its assets (upon voluntary liquidation or
      otherwise) to the Borrower or any other wholly owned Domestic Subsidiary
      of the Borrower.
    

    
      Limitation on Sale of Assets.  Convey, sell, lease, assign, transfer or
      otherwise dispose of any of its property, business or assets (including,
      without limitation, receivables and leasehold interests), whether now
      owned or hereafter acquired, or, in the case of any Subsidiary, issue or
      sell any shares of such Subsidiary’s Capital Stock to any Person other
      than the Borrower or any wholly owned Domestic Subsidiary, except:
    

    
      the sale or other disposition of obsolete or worn out property in the
      ordinary course of business;
    

    
      the sale of inventory in the ordinary course of business; and
    

    
      as permitted by subsection 8.5(b).
    

    
      Limitation on Dividends and Other Restricted Payments.  Declare or pay
      any dividend (other than dividends payable solely in its common stock)
      on, or make any payment on account of, or set apart assets for a sinking
      or other analogous fund for, the purchase, redemption, defeasance,
      retirement or other acquisition of, any shares of any class of Capital
      Stock of the Borrower or any Subsidiary or any warrants or options to
      purchase any such Capital Stock, whether now or hereafter outstanding,
      or make any other distribution in respect thereof, either directly or
      indirectly, whether in cash or property or in obligations of the
      Borrower or any Subsidiary thereof (such declarations, payments, setting
      apart, purchases, redemptions, defeasances, retirements, acquisitions
      and distributions being herein called “Restricted Payments”) except (a)
      any Subsidiary may pay dividends to the Borrower or any other Subsidiary
      and (b) the Borrower or any Subsidiary may make Restricted Payments
      pursuant to and in accordance with customary stock option plans or other
      customary benefit plans for management or employees of the Borrower and
      its Subsidiaries.
    

    
      Limitation on Investments, Loans and Advances.  Make any advance, loan,
      extension of credit or capital contribution to, or purchase any stock,
      bonds, notes, debentures or other securities of or any assets
      constituting a business unit of, or make any other investment in, any
      Person, except:
    

    
      extensions of trade credit in the ordinary course of business;
    

    
      investments in Cash Equivalents;
    

    
      loans and advances to employees of the Borrower or its Subsidiaries for
      travel, entertainment and relocation expenses in the ordinary course of
      business in an aggregate amount for the Borrower and its Subsidiaries
      not to exceed $500,000 at any one time outstanding;
    

    
      investments by the Borrower or its Subsidiaries in any wholly owned
      Subsidiary of the Borrower which has complied with the conditions set
      forth in subsection 7.9(a) or any wholly owned Foreign Subsidiary which
      has complied with the conditions set forth in subsection 7.9(b) or
    

    
      investments by the Borrower and its Subsidiaries existing on the Closing
      Date and set forth on Schedule 8.8(e); and
    

    
      the Transaction.
    

    
      Limitation on Transactions with Affiliates.  Enter into any transaction,
      including, without limitation, any purchase, sale, lease or exchange of
      property or the rendering of any service, with any Affiliate unless such
      transaction is (a) otherwise permitted under this Agreement and (b) in
      the reasonable determination of the Administrative Agent, upon fair and
      reasonable terms no less favorable to the Borrower or such Subsidiary,
      as the case may be, than it would obtain in a comparable arm’s length
      transaction with a Person which is not an Affiliate.
    

    
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      Limitation on Changes in Fiscal Year.  Permit the fiscal year of the
      Borrower to end on a day other than June 30.
    

    
      Limitation on Negative Pledge Clauses.  Enter into with any Person any
      agreement, other than (a) this Agreement and the other Loan Documents or
      Financing Leases permitted by this Agreement (in which cases, any
      prohibition or limitation shall only be effective against the assets
      financed thereby), which prohibits or limits the ability of the Borrower
      or any of its Subsidiaries to create, incur, assume or suffer to exist
      any Lien upon any of its property, assets or revenues, whether now owned
      or hereafter acquired; provided that the foregoing shall not apply to
      (i) restrictions and conditions imposed by law, (ii) customary
      restrictions and conditions contained in agreements relating to the sale
      of a Subsidiary permitted hereunder pending such sale, provided such
      restrictions or conditions apply only to the Subsidiary that is to be
      sold, (iii) restrictions or conditions imposed by any agreement relating
      to secured Indebtedness permitted hereunder if such restrictions or
      conditions apply only to the property or assets securing such
      Indebtedness and (iv) customary provisions in leases and other contracts
      restricting the assignment thereof.
    

    
      Limitation on Lines of Business.  Enter into any lines of business,
      either directly or through any Subsidiary, except for those engaged in
      on the Closing Date.
    

    
      Hedging Agreements.  Enter into any Hedging Agreement, except
      (a) Hedging Agreements entered into to hedge or mitigate risks to which
      the Borrower or any Subsidiary has actual exposure (other than those in
      respect of Capital Stock of the Borrower or any of its Subsidiaries) and
      (b) Hedging Agreements entered into in order to effectively cap, collar
      or exchange interest rates (from fixed to floating rates, from one
      floating rate to another floating rate or otherwise) with respect to any
      interest-bearing liability or investment of the Borrower or any
      Subsidiary.
    

    
      EVENTS OF DEFAULT
    

    
      Upon the occurrence of any of the following events:
    

    
      The Borrower shall fail to pay (i) any principal of any Loans or any
      Reimbursement Obligations when due (whether at the stated maturity, by
      acceleration or otherwise) in accordance with the terms thereof or
      hereof or (ii) any interest on any Loans, or any fee or other amount
      payable hereunder, within ten (10) days after any such interest, fee or
      other amount becomes due in accordance with the terms hereof; or
    

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

    
      The Borrower or any other Loan Party shall default in the observance or
      performance of any covenant contained in Section 8, Section 7.1, Section
      7.2 or Section 7.7(a) (to the extent relating to notice of an Event of
      Default) hereof or in any negative covenant contained in any Security
      Document to which it is a party; provided, that if the Borrower obtains
      extensions from the Securities and Exchange Commission (“SEC”) with
      respect to the filing of any of its quarterly or annual financial
      statements with the SEC, then the date(s) for the deliveries to be made
      under Section 7.1 and Section 7.2 hereof, as applicable, will be
      extended to give effect to the length of such extensions, but not to
      exceed thirty (30) days (the “Extension Period”), and during such
      Extension Period, the Applicable Margin with respect to all Loans shall
      be determined at the highest applicable rate; or
    

    
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      The Borrower or any other Loan Party shall default in the observance or
      performance of any other agreement contained in this Agreement or any
      other Loan Document other than as provided in (a) through (c) above, and
      such default shall continue unremedied for a period of 30 days, and
      after the earlier to occur of (A) actual knowledge of such default by a
      Responsible Officer of the Borrower and (B) notice from the
      Administrative Agent to the Borrower; or
    

    
      Any Loan Document shall cease, for any reason, to be in full force and
      effect, or the Borrower or any other Loan Party shall so assert; or any
      security interest created by any of the Security Documents in a material
      portion of the Collateral shall cease to be enforceable and of the same
      effect and priority purported to be created thereby; or
    

    
      The Borrower or any of its Subsidiaries shall (i) default in any payment
      of principal of or interest on any Indebtedness (other than Indebtedness
      under this Agreement), in the payment of any Guarantee Obligation or in
      the payment of any Hedge Agreement Obligation beyond the period of
      grace, if any, provided in the instrument or agreement under which such
      Indebtedness, Guarantee Obligation or Hedge Agreement Obligation was
      created; or (ii) default in the observance or performance of any other
      agreement or condition relating to any such Indebtedness, Guarantee
      Obligation or Hedge Agreement Obligation or contained in any instrument
      or agreement evidencing, securing or relating thereto, or any other
      event shall occur or condition exist, the effect of which default or
      other event or condition is to cause, or to permit the holder or holders
      of such Indebtedness or Hedge Agreement Obligation or, beneficiary or
      beneficiaries of such Guarantee Obligation (or a trustee or agent on
      behalf of such holder or holders or beneficiary or beneficiaries) to
      cause, with the giving of notice if required, such Indebtedness to
      become due prior to its stated maturity or such Guarantee Obligation to
      become payable; or
    

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

    
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      An ERISA Event shall have occurred that, when taken together with all
      other ERISA Events that have occurred, could reasonably be expected to
      result in liability of the Borrower and its Subsidiaries in an aggregate
      amount exceeding $1,000,000 and such ERISA Events shall continue
      unremedied for a period of 30 days after the earlier to occur of (A)
      actual knowledge of such ERISA Events by a Responsible Officer of the
      Borrower and (B) notice from the Administrative Agent to the Borrower; or
    

    
      One or more judgments or decrees shall be entered against the Borrower
      or any of its Subsidiaries involving in the aggregate a liability (not
      paid by insurance or otherwise fully covered by insurance or paid by a
      third-party indemnitor) and all such judgments or decrees requiring
      payments in excess of $100,000 shall not have been paid pursuant to its
      terms, vacated, discharged, stayed or bonded pending appeal within 30
      days from the entry thereof; or
    

    
      (i) Any Person or “group” (within the meaning of Section 13(d) or 15(d)
      of the Exchange Act), other than any Person or group beneficially owning
      10% or more of the Capital Stock of the Borrower on the date hereof
      (A) shall have acquired, combined with previous holdings, beneficial
      ownership of 33% or more of any outstanding class of capital stock of
      the Borrower having ordinary voting power in the election of directors
      or (B) shall obtain the power (whether or not exercised) to elect a
      majority of the Borrower’s directors; or (ii) the Board of Directors of
      the Borrower shall not consist of a majority of Continuing Directors.
    

    
      Then, and in any such event, (A) if such event is an Event of Default
      specified in clause (i) or (ii) of paragraph (g) above with respect to
      the Borrower automatically the Commitments shall immediately terminate
      and the Loans hereunder (with accrued interest thereon) and all other
      amounts owing under this Agreement (including, without limitation, all
      Reimbursement Obligations, regardless of whether or not such
      Reimbursement Obligations are then due and payable) shall immediately
      become due and payable, and (B) if such event is any other Event of
      Default, any of the following actions may be taken:  (i) with the
      consent of the Required Lenders, the Administrative Agent may, or upon
      the direction of the Required Lenders, the Administrative Agent shall,
      by notice to the Borrower declare the Commitments to be terminated
      forthwith, whereupon the Commitments shall immediately terminate;
      (ii) with the consent of the Required Lenders, the Administrative Agent
      may, or upon the direction of the Required Lenders, the Administrative
      Agent shall, by notice of default to the Borrower declare the Loans
      hereunder (with accrued interest thereon) and all other amounts owing
      under this Agreement  (including, without limitation, all Reimbursement
      Obligations, regardless of whether or not such Reimbursement Obligations
      are then due and payable) to be due and payable forthwith, whereupon the
      same shall immediately become due and payable and (iii) with the consent
      of the Required Lenders the Administrative Agent may, and upon the
      direction of the Required Lenders, the Administrative Agent shall,
      exercise any and all remedies and other rights provided pursuant to this
      Agreement and/or the other Loan Documents.
    

    
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      With respect to all Letters of Credit with respect to which presentment
      for honor shall not have occurred at the time of an acceleration
      pursuant to the preceding paragraph, the Borrower shall at such time
      deposit in a cash collateral account opened by the Administrative Agent
      an amount equal to the aggregate then undrawn and unexpired amount of
      such Letters of Credit.  The Borrower hereby grants to the
      Administrative Agent, for the benefit of the Issuing Lender and the
      Participating Lenders, a security interest in such cash collateral to
      secure all obligations of the Borrower under this Agreement and the
      other Loan Documents.  Amounts held in such cash collateral account
      shall be applied by the Administrative Agent to the payment of drafts
      drawn under such Letters of Credit, and the unused portion thereof after
      all such Letters of Credit shall have expired or been fully drawn upon,
      if any, shall be applied to repay other obligations of the Borrower
      hereunder and under the Notes.  After all such Letters of Credit shall
      have expired or been fully drawn upon, all Reimbursement Obligations
      shall have been satisfied and all other obligations of the Borrower
      hereunder and under the Notes shall have been paid in full, the balance,
      if any, in such cash collateral account shall be returned to the
      Borrower.  The Borrower shall execute and deliver to the Administrative
      Agent, for the account of the Issuing Lender and the Participating
      Lenders, such further documents and instruments as the Administrative
      Agent may request to evidence the creation and perfection of the within
      security interest in such cash collateral account.
    

    
      Except as expressly provided above in this Section 9, presentment,
      demand, protest and all other notices of any kind are hereby expressly
      waived.
    

    
      THE AGENT AND THE ARRANGER
    

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

    
      Delegation of Duties.  Each Agent may execute any of its duties under
      this Agreement and the other Loan Documents by or through agents or
      attorneys-in-fact and shall be entitled to advice of counsel concerning
      all matters pertaining to such duties.  No Agent shall be responsible
      for the negligence or misconduct of any agents or attorneys-in-fact
      selected by it with reasonable care.
    

    
      Exculpatory Provisions.  No Agent or any of its officers, directors,
      employees, agents, attorneys-in-fact or Affiliates shall be (i) liable
      for any action lawfully taken or omitted to be taken by it or such
      Person under or in connection with this Agreement or any other Loan
      Document (except for its or such Person’s own gross negligence or
      willful misconduct) or (ii) responsible in any manner to any of the
      Lenders for any recitals, statements, representations or warranties made
      by the Borrower or any officer thereof contained in this Agreement or
      any other Loan Document or in any certificate, report, statement or
      other document referred to or provided for in, or received by such Agent
      under or in connection with, this Agreement or any other Loan Document
      or for the value, validity, effectiveness, genuineness, enforceability
      or sufficiency of this Agreement or any other Loan Document or for any
      failure of the Borrower to perform its obligations hereunder or
      thereunder.  No Agent shall be under any obligation to any Lender to
      ascertain or to inquire as to the observance or performance of any of
      the agreements contained in, or conditions of, this Agreement or any
      other Loan Document, or to inspect the properties, books or records of
      the Borrower.
    

    
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      Reliance by Agent.  The Agent shall be entitled to rely, and shall be
      fully protected in relying, upon any Note, writing, resolution, notice,
      consent, certificate, affidavit, letter, telecopy, telex or teletype
      message, statement, order or other document or conversation believed by
      it to be genuine and correct and to have been signed, sent or made by
      the proper Person or Persons and upon advice and statements of legal
      counsel (including, without limitation, counsel to the Borrower),
      independent accountants and other experts selected by such Agent with
      reasonable care.  The Agent may deem and treat the Person whose name is
      recorded in the Register pursuant to the terms hereof as the owner
      thereof for all purposes unless a written notice of assignment,
      negotiation or transfer thereof shall have been filed with the
      Administrative Agent.  The Agent shall be fully justified in failing or
      refusing to take any action under this Agreement or any other Loan
      Document unless it shall first receive such advice or concurrence of the
      Required Lenders (or, to the extent provided in subsection 11.1, all of
      the Lenders) as it deems appropriate or it shall first be indemnified to
      its satisfaction by the Lenders against any and all liability and
      expense which may be incurred by it by reason of taking or continuing to
      take any such action.  The Agent shall in all cases be fully protected
      in acting, or in refraining from acting, under this Agreement and the
      other Loan Documents in accordance with a request of the Required
      Lenders (or, to the extent provided in subsection 11.1, all of the
      Lenders), and such request and any action taken or failure to act
      pursuant thereto shall be binding upon all the Lenders and all future
      holders of the Loans.
    

    
      Notice of Default.   No Agent shall be deemed to have knowledge or
      notice of the occurrence of any Default or Event of Default hereunder
      unless the Administrative Agent has received notice from a Lender or the
      Borrower referring to this Agreement, describing such Default or Event
      of Default and stating that such notice is a “notice of default” (and,
      in the case of the Collateral Agent, shall have received notice thereof
      as described in the following sentence).  In the event that the
      Administrative Agent receives such a notice, the Administrative Agent
      shall promptly give notice thereof to the other Agents and Lenders.  The
      Administrative Agent shall take such action with respect to such Default
      or Event of Default as shall be reasonably directed by the Required
      Lenders (or, if so specified by this Agreement, all Lenders); provided
      that unless and until the Administrative Agent shall have received such
      directions, the Administrative Agent may (but shall not be obligated to)
      take such action, or refrain from taking such action, with respect to
      such Default or Event of Default as it shall deem advisable in the best
      interests of the Lenders.
    

    
      Non-Reliance on Agent and Other Lenders.  Each Lender expressly
      acknowledges that no Agent or any Agent’s officers, directors,
      employees, agents, attorneys-in-fact or Affiliates has made any
      representations or warranties to it and that no act by any Agent
      hereafter taken, including any review of the affairs of the Borrower
      shall be deemed to constitute any representation or warranty by any
      Agent to any Lender.  Each Lender represents to each Agent 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 appraisal of and investigation into the
    

    
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      business, operations, property, financial and other condition and
      creditworthiness of the Borrower and made its own decision to make its
      Loans hereunder and enter into this Agreement.  Each Lender also
      represents that it will, independently and without reliance upon the
      Agents, the Arranger or any other Lender, and based on such documents
      and information as it shall deem appropriate at the time, continue to
      make its own credit analysis, appraisals and decisions in taking or not
      taking action under this Agreement and the other Loan Documents, and to
      make such investigation as it deems necessary to inform itself as to the
      business, operations, property, financial and other condition and
      creditworthiness of the Borrower.  Except for notices, reports and other
      documents expressly required to be furnished to the Lenders by the
      Administrative Agent or the Collateral Agent hereunder, no Agent shall
      have any duty or responsibility to provide any Lender with any credit or
      other information concerning the business, operations, property,
      condition (financial or otherwise), prospects or creditworthiness of the
      Borrower which may come into the possession of such Agent or any of its
      officers, directors, employees, agents, attorneys-in-fact or Affiliates.
    

    
      Indemnification.  The Lenders agree to indemnify each Agent in its
      capacity as such (to the extent not reimbursed by the Borrower and
      without limiting the obligation of the Borrower to do so), ratably
      according to their respective Total Loan Percentages in effect on the
      date on which indemnification is sought (or, if indemnification is
      sought after the date upon which the Commitments shall have terminated
      and the Loans shall have been paid in full, ratably in accordance with
      their Total Loan Percentages immediately prior to such date), from and
      against any and all liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs, expenses or disbursements
      of any kind whatsoever which may at any time (including, without
      limitation, at any time following the payment of the Loans) be imposed
      on, incurred by or asserted against such Agent in any way relating to or
      arising out of the Commitments, this Agreement, any of the other Loan
      Documents or any documents contemplated by or referred to herein or
      therein or the transactions contemplated hereby or thereby or any action
      taken or omitted by such Agent under or in connection with any of the
      foregoing; provided that no Lender shall be liable for the payment of
      any portion of such liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting solely from such Agent’s gross negligence or willful
      misconduct.  The agreements in this subsection 10.7 shall survive the
      payment of the Loans and all other amounts payable hereunder.
    

    
      Agent in Its Individual Capacity.  The entity which is an Agent and its
      Affiliates may make loans to, accept deposits from and generally engage
      in any kind of business with the Borrower as though the entity which is
      such Agent were not such Agent hereunder and under the other Loan
      Documents.  With respect to the Loans made by it, such entity shall have
      the same rights and powers under this Agreement and the other Loan
      Documents as any Lender and may exercise the same as though it were not
      an Agent, and the terms “Lender” and “Lenders” shall include the entity
      which is such Agent in its individual capacity.
    

    
      Successor Agents.  Any Agent may resign as Agent upon 45 days’ notice to
      the Lenders.  If any Agent shall resign as Agent under this Agreement
      and the other Loan Documents, then the Required Lenders shall appoint
      from among the Lenders a successor agent for the Lenders, which
      successor agent shall be approved by the Borrower (except during the
      occurrence and continuation of an Event of Default), such approval not
      to be unreasonably withheld, whereupon such successor agent shall
      succeed to the rights, powers and duties of such Agent, and the term
      “Administrative Agent,” or “Collateral Agent”, as the case may be, shall
      mean such successor agent effective upon such appointment and approval,
      and the former Agent’s rights, powers and duties as Agent shall be
      terminated, without any other or further act or deed on the part of such
      former Agent or any of the parties to this Agreement or any holders of
      the Loans.  After any retiring Agent’s resignation as Agent, the
      provisions of this Section 10 shall inure to its benefit as to any
      actions taken or omitted to be taken by it while it was Agent under this
      Agreement and the other Loan Documents.
    

    
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      Issuing Lender.  Each Lender hereby acknowledges that the provisions of
      this Section 10 shall apply to the Issuing Lender, in its capacity as
      issuer of any Letter of Credit, in the same manner as such provisions
      are expressly stated to apply to the Agents.
    

    
      MISCELLANEOUS
    

    
      Amendments and Waivers.  Neither this Agreement nor any other Loan
      Document, nor any terms hereof or thereof, may be amended, supplemented,
      waived or modified except in accordance with the provisions of this
      subsection 11.1.  The Required Lenders may, or, with the written consent
      of the Required Lenders, the Administrative Agent may, from time to
      time, (a) enter into with the applicable Loan Parties written
      amendments, supplements or modifications hereto and to the other Loan
      Documents for the purpose of adding any provisions to this Agreement or
      the other Loan Documents or changing in any manner the rights or
      obligations of the Lenders or of the Borrower or of any other Loan Party
      hereunder or thereunder or (b) waive at the Borrower’s request, on such
      terms and conditions as the Required Lenders or the Administrative
      Agent, as the case may be, may specify in such instrument, any of the
      requirements of this Agreement or the other Loan Documents or any
      Default or Event of Default and its consequences; provided, however,
      that no such waiver and no such amendment, supplement or modification
      shall:
    

    
      increase the Commitment of any Lender without the written consent of
      such Lender,
    

    
      reduce the principal amount of any Loan or Reimbursement Obligation or
      reduce the rate of interest thereon or require any Lender to offer
      Interest Periods of longer than six months without regard to
      availability, or reduce any fees payable hereunder, without the written
      consent of each Lender affected thereby,
    

    
      postpone the scheduled date of payment of the principal amount of any
      Loan or Reimbursement Obligation, or any interest thereon, or any fees
      payable hereunder, or reduce the amount of, waive or excuse any such
      payment, or postpone the scheduled date of expiration of any Commitment,
      without the written consent of each Lender affected thereby,
    

    
      change subsection 4.8 in a manner that would alter the pro rata sharing
      of payments required thereby, without the written consent of each Lender
      affected thereby,
    

    
      release any Guarantees or Security Agreements or all or substantially
      all of the Collateral under, and as defined in, the Security Documents
      or any Guarantor without the written consent of each Lender,
    

    
      change any of the provisions of this subsection 11.1 or the definition
      of “Required Lenders” or any other provision hereof specifying the
      number or percentage of Lenders required to waive, amend or modify any
      rights hereunder or make any determination or grant any consent
      hereunder, without the written consent of each Lender, or
    

    
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      amend or waive any provisions of this Agreement or any other Loan
      Document for purposes of determining whether the conditions precedent
      set forth in subsection 6.2 to the making of any Revolving Credit Loan
      have been satisfied without the written consent of the Required Lenders.
    

    
                 In addition to the foregoing, (x) no such amendment,
      supplement or modification shall amend, modify or otherwise affect the
      rights or duties of any Agent, the Issuing Bank or the Swing Line Lender
      hereunder without the prior written consent of such Agent, the Issuing
      Bank or the Swing Line Lender, as the case may be, and (y) no such
      amendment, supplement, modification or waiver shall amend, modify or
      otherwise affect subsection 8.1 at a time when a Default or Event of
      Default shall have occurred and be continuing unless the Lenders holding
      a majority in interest of the Aggregate Revolving Credit Commitments
      shall have consented in writing to such amendment, modification or
      waiver.  Any waiver and any amendment, supplement or modification
      pursuant to this subsection 11.1 shall apply to each of the Lenders and
      shall be binding upon the Borrower, the applicable other Loan Parties,
      the Lenders, the Agents and all future holders of the Loans and the
      Reimbursement Obligations.  In the case of any waiver, the Borrower, the
      Lenders and the Agents shall be restored to their former positions and
      rights hereunder and under the other Loan Documents, and any Default or
      Event of Default waived shall be deemed to be cured and not continuing;
      but no such waiver shall extend to any subsequent or other Default or
      Event of Default, or impair any right consequent thereon.
    

    
      Notices.  All notices, requests and demands to or upon the respective
      parties hereto to be effective shall be in writing (including by
      facsimile transmission) and, unless otherwise expressly provided herein,
      shall be deemed to have been duly given or made (a) in the case of
      delivery by hand, when delivered, (b) in the case of delivery by mail,
      three days after being deposited in the mails, postage prepaid, or (c)
      in the case of delivery by facsimile transmission, when sent and receipt
      has been confirmed, addressed as follows in the case of the Borrower,
      the Issuing Lender and the Administrative Agent, and as set forth in
      Schedule I in the case of the other parties hereto, or to such other
      address as may be hereafter notified in writing by the respective
      parties hereto:
    

    
      The Borrower:                           Napco Security Systems, Inc.
333
      Bayview Avenue
Amityville, New York 11701
    

    
                                                        Attn:     Mr.  Kevin
      S. Buchel
                                                            Senior
      Vice President of
                                                            Operations
      and Finance
    

    

    

    
      The Administrative Agent and
the Collateral
      Agent:                             HSBC Bank USA, National Association
534
      Broad Hollow Road
Melville, New York 11747
Attn:     Mr.
      Christopher J. Mendelsohn
                    Commercial Executive

    

    
      provided that any notice, request or demand to or upon any Agent,
      the Issuing Lender or the Lenders pursuant to subsection 2.2, 2.4, 2.6,
      2.8, 3.2 or 4.2 shall not be effective until received.
    

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

    
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      Survival.  All representations and warranties made hereunder, in the
      other Loan Documents and in any document, certificate or statement
      delivered pursuant hereto or in connection herewith shall survive the
      execution and delivery of this Agreement and the making of the Loans
      hereunder until all obligations hereunder and under the other Loan
      Documents have been paid in full and the Commitments hereunder have been
      terminated.  In addition to all other covenants and agreements which are
      stated to survive the termination of this Agreement and the payment of
      the Loans, the Notes and all other amounts payable hereunder, the
      agreements in subsection 4.12 shall survive the termination of this
      Agreement and the payment of the Notes and all other amounts payable
      hereunder until the expiration of the applicable statute of limitations
      for such taxes.
    

    
      Payment of Expenses and Taxes.  The Borrower agrees (a) to pay or
      reimburse the Administrative Agent for all its reasonable out-of-pocket
      costs and expenses incurred in connection with the development,
      preparation, syndication and execution of, and any amendment, supplement
      or modification to, this Agreement and the other Loan Documents and any
      other documents prepared in connection herewith or therewith, and the
      consummation and administration of the transactions contemplated hereby
      and thereby, including, without limitation, the reasonable fees and
      disbursements of New York counsel to the Administrative Agent, (b) to
      pay or reimburse each Lender and any Agent for all its costs and
      expenses incurred during the continuance of any Default or Event of
      Default in connection with the enforcement or preservation of any rights
      under this Agreement, the other Loan Documents and any such other
      documents, including, without limitation, the fees and disbursements of
      counsel to each Lender and of counsel to the Agents, (c) to pay,
      indemnify, and hold harmless each Lender and the Agent from, any and all
      recording and filing fees and any and all liabilities with respect to,
      or resulting from any delay in paying, Other Taxes, if any, which may be
      payable or determined to be payable in connection with the execution and
      delivery of, or consummation or administration of any of the
      transactions contemplated by, or any amendment, supplement or
      modification of, or any waiver or consent under or in respect of, this
      Agreement, the other Loan Documents and any such other documents, and
      (d) to pay, indemnify, and hold harmless each Lender and the
      Administrative Agent and their respective officers, directors,
      employees, affiliates, agents and controlling persons (each, an
      “Indemnitee”) from and against any and all other liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind or nature whatsoever with
      respect to the execution, delivery, enforcement, performance and
      administration of this Agreement, the other Loan Documents and related
      documents or the use of the proceeds of the Loans, including, without
      limitation, any of the foregoing relating to the violation of,
      noncompliance with or liability under, any Environmental Law applicable
      to the operations of the Borrower, any of its Subsidiaries or any of the
      Properties (all the foregoing in this clause (d), collectively, the
      “indemnified liabilities”), provided that the Borrower shall have no
      obligation hereunder to the Administrative Agent or any Lender with
      respect to indemnified liabilities solely arising from the gross
      negligence or willful misconduct of such Indemnitee.  The agreements in
      this subsection shall survive the termination of this Agreement and the
      repayment of the Loans and all other amounts payable hereunder.
    

    
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      Successors and Assigns; Participation and Assignments.
    

    
      This Agreement shall be binding upon and inure to the benefit of the
      Borrower, the Lenders, the Agents and their respective successors and
      assigns permitted hereby (including any Affiliate of the Issuing Lender
      that issues any Letter of Credit), except that (i) the Borrower may not
      assign or transfer any of its rights or obligations under this Agreement
      without the prior written consent of each Lender (and any attempted
      assignment or transfer by the Borrower without such consent shall be
      null and void) and (ii) no Lender may assign or otherwise transfer its
      rights or obligations hereunder except in accordance with this
      subsection 11.6.  Nothing in this Agreement, express or implied, shall
      be construed to confer upon any Person (other than the parties hereto,
      their respective successors and assigns permitted hereby (including any
      Affiliate of the Issuing Lender that issues any Letter of Credit),
      Participants (to the extent provided in paragraph (c) of this subsection
      11.6) and, to the extent expressly contemplated hereby, the Related
      Parties of each of the Agents, the Issuing Bank and the Lenders) any
      legal or equitable right, remedy or claim under or by reason of this
      Agreement.
    

    
      (i)       Subject to the conditions set forth in clause (ii) below, any
      Lender may assign to one or more assignees all or a portion of its
      rights and obligations under this Agreement (including all or a portion
      of its Commitment and the Loans at the time owing to it) with the prior
      written consent (such consent not to be unreasonably withheld, delayed
      or conditioned) of:
    

    
      the Borrower, provided however, that notwithstanding anything herein to
      the contrary, the Borrower shall not be deemed to have unreasonably
      withheld, delayed or conditioned its consent to a proposed assignment to
      a new lender if within fifteen (15) days of receipt of notice of the
      proposed assignment, Borrower identifies another financial institution
      acceptable to Borrower that will purchase the assigning Lender’s
      interest at the same price and Borrower causes such assignment to be
      effectuated within forty-five (45) days of the aforesaid notice; provided
      that no consent of the Borrower shall be required at any time for an
      assignment to a Lender, an Affiliate of a Lender or an Approved Fund, or
      if a Default or Event of Default has occurred and is continuing; and
    

    
      the Administrative Agent, provided that no consent of the
      Administrative Agent shall be required for (i) an assignment of any
      Revolving Credit Commitment to an assignee that is a Lender with a
      Revolving Credit Commitment immediately prior to giving effect to such
      assignment or an Affiliate of such Lender or (ii) an assignment of all
      or portion of a Term Loan to an assignee that is a Term Lender
      immediately prior to giving effect to such assignment or an Affiliate of
      such Lender.
    

    
      Assignments shall be subject to the following additional conditions:
    

    
      except in the case of an assignment to a Lender or an Affiliate of a
      Lender or an assignment of the entire remaining amount of the assigning
      Lender’s Commitment or Loans of any Class, the amount of the Commitment
      or Loans of the assigning Lender subject to each such assignment
      (determined as of the date the Assignment and Acceptance with respect to
      such assignment is delivered to the Administrative Agent) shall not be
      less than $5,000,000 or unless each of the Borrower and the
      Administrative Agent otherwise consents, provided that no such
      consent of the Borrower shall be required prior to completion of primary
      syndication of the Loans and Commitments hereunder (as determined by
      HSBC in its sole discretion) or if a Default or Event of Default has
      occurred and is continuing;
    

    
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      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, provided that this clause shall not be
      construed to prohibit the assignment of a proportionate part of all the
      assigning Lender’s rights and obligations in respect of one Class of
      Commitments or Loans;
    

    
      each assignment of Term Loans by a Lender shall include a ratable
      assignment of Term Loans made to the Borrower;
    

    
      the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Acceptance, together with a
      processing and recordation fee of $3,500, provided that only one
      such fee shall be payable in the event of simultaneous assignments by a
      Lender to or from two or more Approved Funds; and
    

    
      the assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent a completed Administrative Questionnaire.
    

    
      For purposes of the minimum assignment sizes set forth in subsection
      11.6(b)(ii)(A), simultaneous assignments to Approved Funds under common
      management by a Lender shall be aggregated, provided that any such
      individual assignment shall not be less than $500,000.  For the purposes
      of this subsection 11.6(b), the term “Approved Fund”
      has the following meaning:
    

    
      “Approved Fund” means any Person (other than a natural
      person) that is engaged in making, purchasing, holding or investing in
      bank loans and similar extensions of credit in the ordinary course of
      its business and that is administered or managed by (a) a Lender, (b) an
      Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
      administers or manages a Lender.
    

    
      Subject to acceptance and recording thereof pursuant to paragraph
      (b)(iv) of this subsection, from and after the effective date specified
      in each Assignment and Assumption the assignee thereunder (“Assignee”)
      shall be a party hereto 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).  Any assignment or transfer by
      a Lender of rights or obligations under this Agreement that does not
      comply with this subsection 11.6 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 (c) of this subsection.
    

    
      The Administrative Agent, acting for this purpose as an agent of the
      Borrower, shall maintain at one of its offices 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 Commitment of, and principal
      amount of the Loans and Letter of Credit 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 the Borrower, the
      Agents, 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 the Borrower, the Issuing Bank and any Lender, at any reasonable time
      and from time to time upon reasonable prior notice.
    

    
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      Upon its receipt of a duly completed Assignment and Assumption executed
      by an assigning Lender and an Assignee, the Assignee’s completed
      Administrative Questionnaire (unless the Assignee shall already be a
      Lender hereunder), the processing and recordation fee referred to in
      paragraph (b) of this subsection and any written consent to such
      assignment required by paragraph (b) of this subsection, the
      Administrative Agent shall accept such Assignment and Assumption and
      record the information contained therein in the Register.  No assignment
      shall be effective for purposes of this Agreement unless it has been
      recorded in the Register as provided in this paragraph.
    

    
      (i)       Any Lender may, without the consent of the Borrower, the
      Administrative Agent, the Issuing Bank or the Swing Line Lender, sell
      participations to one or more banks or other entities (a “Participant”)
      in all or a portion of such Lender’s rights and obligations under this
      Agreement (including all or a portion of its Commitment and the Loans
      owing to it); provided that (A) such Lender’s obligations under
      this Agreement shall remain unchanged, (B) such Lender shall remain
      solely responsible to the other parties hereto for the performance of
      such obligations and (C) the Borrower, the Administrative Agent, the
      Issuing Bank and the other Lenders shall continue to deal solely and
      directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement.  Any agreement or instrument pursuant
      to which a Lender sells such a participation shall provide that such
      Lender shall retain the sole right to enforce this Agreement and to
      approve any amendment, modification or waiver of any provision of this
      Agreement; provided that such agreement or instrument may provide
      that such Lender will not, without the consent of the Participant, agree
      to any amendment, modification or waiver described in clauses (ii),
      (iii) and (v) of subsection 11.1 that affects such Participant.  Subject
      to paragraph (c)(ii) of this subsection, the Borrower agrees that each
      Participant shall be entitled to the benefits of subsections 4.10, 4.11
      and 4.12 to the same extent as if it were a Lender and had acquired its
      interest by assignment pursuant to paragraph (b) of this subsection.  To
      the extent permitted by law, each Participant also shall be entitled to
      the benefits of subsection 11.7 as though it were a Lender, provided
      that such Participant agrees to be subject to subsection 4.8 as though
      it were a Lender.  Each Lender that sells a participation shall, acting
      solely for this purpose as an agent of the Borrower, maintain a register
      on which it enters the name and address of each Participant and the
      principal amounts (and stated interest) of each participant’s interest
      in the Loans or other obligations under this Agreement (the “Participant
      Register”).  The entries in the Participant Register shall be conclusive
      absent manifest error, and such Lender shall treat each person whose
      name is recorded in the Participant Register as the owner of such
      participation for all purposes of this Agreement notwithstanding any
      notice to the contrary.
    

    
      (ii)      A Participant shall not be entitled to receive any greater
      payment under subsections 4.10 or 4.12 than the applicable Lender would
      have been entitled to receive with respect to the participation sold to
      such Participant, unless the sale of the participation to such
      Participant is made with the Borrower’s prior written consent.  A
      Participant that would be a Foreign Lender if it were a Lender shall not
      be entitled to the benefits of subsection 4.12 unless the Borrower is
      notified of the participation sold to such Participant and such
      Participant agrees, for the benefit of the Borrower, to comply with
      subsection 4.12(e) as though it were a Lender.
    

    
      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 without limitation any pledge or assignment to
      secure obligations to a Federal Reserve Bank, and this subsection shall
      not apply to any such pledge or assignment of a security interest; provided
      that no such pledge or assignment of a security interest shall release a
      Lender from any of its obligations hereunder or substitute any such
      pledgee or assignee for such Lender as a party hereto.
    

    
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      Adjustments; Set-off.
    

    
      If any Lender (a “Benefited Lender”) shall at any time
      receive any payment of all or part of its Loans owing to it by the
      Borrower, or interest thereon, or receive any collateral in respect
      thereof (whether voluntarily or involuntarily, by set-off, pursuant to
      events or proceedings of the nature referred to in clause (h) of Section
      9 or otherwise, except for payments pursuant to the operation of
      subsections 4.14(b) or 11.6), in a greater proportion than any such
      payment to or collateral received by any other Lender, if any, in
      respect of such other Lender’s Loans owing to it by the Borrower or
      interest thereon, such Benefited Lender shall purchase for cash from the
      other Lenders a participating interest in such portion of each such
      other Lender’s Loan owing to it by the Borrower or shall provide such
      other Lenders with the benefits of any such collateral, or the proceeds
      thereof, as shall be necessary to cause such Benefited Lender to share
      the excess payment or benefits of such collateral or proceeds ratably
      with each of the Lenders; provided, however, that if all
      or any portion of such excess payment or benefits is thereafter
      recovered from such Benefited Lender, such purchase shall be rescinded,
      and the purchase price and benefits returned, to the extent of such
      recovery, but without interest.
    

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

    
      Counterparts.  This Agreement may be executed by one or more of the
      parties to this Agreement on any number of separate counterparts
      (including by facsimile transmission), and all of said counterparts
      taken together shall be deemed to constitute one and the same
      instrument.  A set of the copies of this Agreement signed by all the
      parties shall be delivered to the Borrower and the Administrative Agent.
    

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

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

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

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

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

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

    
      agrees that service of process in any such action or proceeding may be
      effected by mailing a copy thereof by registered or certified mail (or
      any substantially similar form of mail), postage prepaid, to the
      Borrower at its address set forth in subsection 11.2 or at such other
      address of which the Administrative Agent shall have been notified
      pursuant thereto; and
    

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

    
      Acknowledgements.  The Borrower hereby acknowledges that:
    

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

    
      none of the Administrative Agent or any Lender has any fiduciary
      relationship with or duty to the Borrower arising out of or in
      connection with this Agreement or any of the other Loan Documents, and
      the relationship between the Administrative Agents and the Lenders, on
      the one hand, and the Borrower, on the other hand, in connection
      herewith or therewith is solely that of debtor and creditor; and
    

    
      no joint venture is created hereby or by the other Loan Documents or
      otherwise exists by virtue of the transactions contemplated hereby among
      the Lenders or among the Borrower and the Lenders.
    

    
      WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
      AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
      PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR
      ANY COUNTERCLAIM THEREIN.
    

    
      Confidentiality.  Each Agent and Lender and the Issuing Lender agrees to
      take normal and reasonable precautions to maintain the confidentiality
      of information provided to it by the Borrower or any Subsidiary in
      connection with this Agreement (and, if delivered after the date of this
      Agreement, designated in writing as confidential); provided, however,
      that any such Person may disclose such information (a) at the request of
      any regulatory authority having supervisory jurisdiction over it or in
      connection with an examination of such Person by any such authority or
      the request of any rating agency requiring access to a Lender’s
      portfolio, (b) pursuant to subpoena or other court process, (c) when
      required to do so in accordance with the provisions of any applicable
      law, (d) at the direction of any other Governmental Authority, (e) to
      such Person’s Affiliates, independent auditors and other professional
      advisors (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
    

    
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      confidential), (f) which has become generally available to the public,
      other than as a result of a disclosure by such Person or agent of such
      Person or a disclosure known to such Person or agent of such Person to
      have been made by any person or entity to which such Person or agent has
      delivered such confidential information, (g) which becomes available to
      such Person from a source other than the Borrower or any Subsidiary
      (provided that such source is not known to such Person to be bound by a
      duty of confidentiality to the Borrower or any Subsidiary), (h) subject
      to an agreement containing provisions substantially the same as those of
      this subsection 11.15, to any actual or prospective counterparty (or its
      advisors) to any swap or derivative transaction relating to the Borrower
      and its obligations or (i) to any Participant or Assignee or potential
      Participant or Assignee (each, a “Transferee”) or any pledgee (or
      prospective pledgee) (each, a “Pledgee”) of any Lender that is a Person
      (other than a natural person) that is engaged in making, purchasing,
      holding or investing in bank loans and similar extensions of credit in
      the ordinary course of its business; provided that such Transferee or
      Pledgee agrees in writing to comply with the provisions of this
      subsection 11.15.
    

    
      USA PATRIOT ACT.  Each Lender hereby notifies the 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 “Patriot Act”), it is required
      to obtain, verify and record information that identifies the Borrower,
      which information includes the name and address of the Borrower and
      other information that will allow such Lender to identify the Borrower
      in accordance with the Patriot Act.
    

    
      REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
    

    

    

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

    
      NAPCO SECURITY SYSTEMS, INC.
    

    
      By:       /s/Kevin S. Buchel            
     Kevin
      S. Buchel
Senior Vice President of
Operations and Finance
    

    

    

    
      CAPITAL ONE, N.A.
    

    
      By:       /s/Steven E. Ratner           
      Steven
      E. Ratnet
     Senior Vice President
    

    

    

    
      HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and as a
      Lender
    

    
      By:       /s/Philip M. Panarelli                            
     Philip
      M. Panarelli
     Senior Vice President
    

    

    

    
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