EXECUTION
        VERSION

    

    
Published
      CUSIP Number: 20903EAJ4

    Revolving
      Credit CUSIP Number: 20903EAK1

    Term
      Loan CUSIP Number: 20903EAL9

    Delayed
      Draw Term Loan CUSIP Number: 20903EAM7

    


     

    CREDIT
      AGREEMENT

     

    Dated
      as
      of December 31, 2007

     

    among

     

    CONSOLIDATED
      COMMUNICATIONS HOLDINGS, INC.,

    as
      Parent
      Guarantor,

     

    CONSOLIDATED
      COMMUNICATIONS, INC.,

    CONSOLIDATED
      COMMUNICATIONS ACQUISITION TEXAS, INC.

    and

    FORT
      PITT
      ACQUISITION SUB INC.,

    as
      Co-Borrowers,

     

    THE
      LENDERS REFERRED TO HEREIN,

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

    as
      Administrative Agent, Issuing Bank and Swingline Lender,

     

    COBANK,
      ACB,

    as
      Syndication Agent

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION,

    as
      Co-Documentation Agent

     

    THE
      ROYAL
      BANK OF SCOTLAND PLC,

    as
      Co-Documentation Agent

     

    and

     

    WACHOVIA
      CAPITAL MARKETS, LLC,

    as
      Sole
      Lead Arranger and Sole Bookrunner

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      of Contents

     

    
      
        	 	 	
                Page

              
	
                ARTICLE
                  I

              
	
                DEFINITIONS

              
	 
	
                Section
                  1.01

              	
                Defined
                  Terms

              	
                1

              
	
                Section
                  1.02

              	
                Classification
                  of Loans and Borrowings

              	
                31

              
	
                Section
                  1.03

              	
                Terms
                  Generally

              	
                32

              
	
                Section
                  1.04

              	
                UCC
                  Terms

              	
                32

              
	
                Section
                  1.05

              	
                Rounding

              	
                32

              
	
                Section
                  1.06

              	
                References
                  to Agreement and Laws

              	
                32

              
	
                Section
                  1.07

              	
                Times
                  of Day

              	
                32

              
	
                Section
                  1.08

              	
                Letter
                  of Credit Amounts

              	
                32

              
	 	 	 
	
                ARTICLE
                  II

              
	
                THE
                  CREDITS

              
	 
	
                Section
                  2.01

              	
                Credit
                  Commitments

              	
                33

              
	
                Section
                  2.02

              	
                Procedure
                  for Borrowing

              	
                33

              
	
                Section
                  2.03

              	
                Conversion
                  and Continuation Options for Loans

              	
                35

              
	
                Section
                  2.04

              	
                Swingline
                  Loans

              	
                35

              
	
                Section
                  2.05

              	
                Optional
                  and Mandatory Prepayments of Loans

              	
                37

              
	
                Section
                  2.06

              	
                Letters
                  of Credit

              	
                39

              
	
                Section
                  2.07

              	
                Repayment
                  of Loans; Evidence of Debt

              	
                42

              
	
                Section
                  2.08

              	
                Interest
                  Rates and Payment Dates

              	
                43

              
	
                Section
                  2.09

              	
                Computation
                  of Interest

              	
                43

              
	
                Section
                  2.10

              	
                Fees

              	
                43

              
	
                Section
                  2.11

              	
                Termination,
                  Reduction or Adjustment of Commitments

              	
                45

              
	
                Section
                  2.12

              	
                Inability
                  to Determine Interest Rate; Unavailability of Deposits; Inadequacy
                  of
                  Interest Rate

              	
                45

              
	
                Section
                  2.13

              	
                Pro
                  Rata Treatment and Payments

              	
                46

              
	
                Section
                  2.14

              	
                Illegality

              	
                47

              
	
                Section
                  2.15

              	
                Requirements
                  of Law

              	
                47

              
	
                Section
                  2.16

              	
                Taxes

              	
                48

              
	
                Section
                  2.17

              	
                Indemnity

              	
                50

              
	
                Section
                  2.18

              	
                Change
                  of Lending Office

              	
                50

              
	
                Section
                  2.19

              	
                Sharing
                  of Setoffs

              	
                51

              
	
                Section
                  2.20

              	
                Assignment
                  of Commitments Under Certain Circumstances

              	
                51

              
	
                Section
                  2.21

              	
                Increase
                  in Term Commitments

              	
                52

              
	 	 	 
	
                ARTICLE
                  III

              
	
                REPRESENTATIONS
                  AND WARRANTIES

              
	 
	
                Section
                  3.01

              	
                Organization,
                  etc.

              	
                53

              
	
                Section
                  3.02

              	
                Due
                  Authorization, Non-Contravention, etc.

              	
                53

              
	
                Section
                  3.03

              	
                Government
                  Approval, Regulation, etc.

              	
                54

              
	
                Section
                  3.04

              	
                Validity,
                  etc.

              	
                54

              
	
                Section
                  3.05

              	
                Financial
                  Information

              	
                54

              
	
                Section
                  3.06

              	
                No
                  Material Adverse Effect

              	
                54

              
	
                Section
                  3.07

              	
                Litigation

              	
                54

              
	
                Section
                  3.08

              	
                Compliance
                  with Laws and Agreements

              	
                55

              
	
                Section
                  3.09

              	
                Subsidiaries

              	
                55

              
	
                Section
                  3.10

              	
                Ownership
                  of Properties

              	
                55

              
	
                Section
                  3.11

              	
                Taxes

              	
                56

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  3.12

              	
                Pension
                  and Welfare Plans

              	
                56

              
	
                Section
                  3.13

              	
                Environmental
                  Warranties

              	
                56

              
	
                Section
                  3.14

              	
                Regulations
                  U and X

              	
                58

              
	
                Section
                  3.15

              	
                Disclosure;
                  Accuracy of Information; Pro Forma Balance Sheets and Projected
                  Financial
                  Statements

              	
                58

              
	
                Section
                  3.16

              	
                Insurance

              	
                58

              
	
                Section
                  3.17

              	
                Labor
                  Matters

              	
                58

              
	
                Section
                  3.18

              	
                Solvency

              	
                59

              
	
                Section
                  3.19

              	
                Securities

              	
                59

              
	
                Section
                  3.20

              	
                Security
                  Documents

              	
                59

              
	
                Section
                  3.21

              	
                Anti
                  -Terrorism Laws

              	
                60

              
	 	 	 
	
                ARTICLE
                  IV

              
	
                CONDITIONS

              
	 
	
                Section
                  4.01

              	
                Effective
                  Date

              	
                60

              
	
                Section
                  4.02

              	
                Conditions
                  to Delayed Draw Term Loan

              	
                65

              
	
                Section
                  4.03

              	
                Conditions
                  to Each Credit Event

              	
                65

              
	 	 	 
	
                ARTICLE
                  V

              
	
                AFFIRMATIVE
                  COVENANTS

              
	 
	
                Section
                  5.01

              	
                Financial
                  Information, Reports, Notices, etc.

              	
                66

              
	
                Section
                  5.02

              	
                Compliance
                  with Laws, etc.

              	
                68

              
	
                Section
                  5.03

              	
                Maintenance
                  of Properties

              	
                68

              
	
                Section
                  5.04

              	
                Insurance

              	
                69

              
	
                Section
                  5.05

              	
                Books
                  and Records; Visitation Rights

              	
                70

              
	
                Section
                  5.06

              	
                Environmental
                  Covenant

              	
                70

              
	
                Section
                  5.07

              	
                Information
                  Regarding Collateral

              	
                71

              
	
                Section
                  5.08

              	
                Existence;
                  Conduct of Business

              	
                71

              
	
                Section
                  5.09

              	
                Performance
                  of Obligations

              	
                71

              
	
                Section
                  5.10

              	
                Casualty
                  and Condemnation

              	
                72

              
	
                Section
                  5.11

              	
                Pledge
                  of Additional Collateral

              	
                72

              
	
                Section
                  5.12

              	
                Further
                  Assurances

              	
                72

              
	
                Section
                  5.13

              	
                Use
                  of Proceeds

              	
                72

              
	
                Section
                  5.14

              	
                Payment
                  of Taxes

              	
                73

              
	
                Section
                  5.15

              	
                Equal
                  Security for Loans and Notes

              	
                73

              
	
                Section
                  5.16

              	
                Guarantees

              	
                73

              
	
                Section
                  5.17

              	
                Subordination
                  of Intercompany Loans

              	
                73

              
	
                Section
                  5.18

              	
                Interest
                  Rate Contracts

              	
                73

              
	
                Section
                  5.19

              	
                Title
                  Policies

              	
                73

              
	 	 	 
	
                ARTICLE
                  VI

              
	
                NEGATIVE
                  COVENANTS

              
	 
	
                Section
                  6.01

              	
                Indebtedness;
                  Certain Equity Securities

              	
                74

              
	
                Section
                  6.02

              	
                Liens

              	
                77

              
	
                Section
                  6.03

              	
                Fundamental
                  Changes; Line of Business

              	
                78

              
	
                Section
                  6.04

              	
                Investments,
                  Loans, Advances, Guarantees and Acquisitions

              	
                79

              
	
                Section
                  6.05

              	
                Asset
                  Sales

              	
                80

              
	
                Section
                  6.06

              	
                Sale
                  and Leaseback Transactions

              	
                81

              
	
                Section
                  6.07

              	
                Restricted
                  Payments

              	
                81

              
	
                Section
                  6.08

              	
                Transactions
                  with Affiliates

              	
                83

              
	
                Section
                  6.09

              	
                Restrictive
                  Agreements

              	
                83

              


      

       

      
        
          ii

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  6.10

              	
                Amendments
                  or Waivers of Certain Documents; Prepayments of Certain
                  Indebtedness

              	
                84

              
	
                Section
                  6.11

              	
                Total
                  Net Leverage Ratio

              	
                84

              
	
                Section
                  6.12

              	
                Interest
                  Coverage Ratio

              	
                84

              
	
                Section
                  6.13

              	
                Anti-Terrorism
                  Law

              	
                84

              
	
                Section
                  6.14

              	
                Embargoed
                  Person

              	
                85

              
	
                Section
                  6.15

              	
                Anti-Money
                  Laundering

              	
                85

              
	 	 	 
	
                ARTICLE
                  VII

              
	
                EVENTS
                  OF DEFAULT

              
	 
	
                Section
                  7.01

              	
                Listing
                  of Events of Default

              	
                85

              
	
                Section
                  7.02

              	
                Action
                  if Bankruptcy

              	
                87

              
	
                Section
                  7.03

              	
                Action
                  if Other Event of Default

              	
                88

              
	
                Section
                  7.04

              	
                Action
                  if Event of Termination

              	
                88

              
	
                Section
                  7.05

              	
                Crediting
                  of Payments and Proceeds

              	
                88

              
	
                Section
                  7.06

              	
                Rights
                  and Remedies Cumulative; Non-Waiver; etc

              	
                89

              
	 	 	 
	
                ARTICLE
                  VIII

              
	
                THE
                  ADMINISTRATIVE AGENT

              
	 
	
                Section
                  8.01

              	
                Appointment
                  and Authority

              	
                89

              
	
                Section
                  8.02

              	
                Rights
                  as a Lender

              	
                89

              
	
                Section
                  8.03

              	
                Exculpatory
                  Provisions

              	
                89

              
	
                Section
                  8.04

              	
                Reliance
                  by the Administrative Agent

              	
                90

              
	
                Section
                  8.05

              	
                Delegation
                  of Duties

              	
                90

              
	
                Section
                  8.06

              	
                Resignation
                  of Administrative Agent

              	
                90

              
	
                Section
                  8.07

              	
                Non-Reliance
                  on Administrative Agent and Other Lenders

              	
                91

              
	
                Section
                  8.08

              	
                No
                  Other Duties, Etc

              	
                92

              
	
                Section
                  8.09

              	
                Collateral
                  and Guaranty Matters

              	
                92

              
	 	 	 
	
                ARTICLE
                  IX

              
	
                MISCELLANEOUS

              
	 
	
                Section
                  9.01

              	
                Notices

              	
                92

              
	
                Section
                  9.02

              	
                Amendments,
                  Waivers and Consents

              	
                94

              
	
                Section
                  9.03

              	
                Expenses;
                  Indemnity

              	
                95

              
	
                Section
                  9.04

              	
                Right
                  of Set Off

              	
                97

              
	
                Section
                  9.05

              	
                Governing
                  Law; Jurisdiction, Etc

              	
                97

              
	
                Section
                  9.06

              	
                Waiver
                  of Jury Trial

              	
                98

              
	
                Section
                  9.07

              	
                Reversal
                  of Payments

              	
                98

              
	
                Section
                  9.08

              	
                Injunctive
                  Relief

              	
                98

              
	
                Section
                  9.09

              	
                Accounting
                  Matters

              	
                98

              
	
                Section
                  9.10

              	
                Successors
                  and Assigns; Participations

              	
                99

              
	
                Section
                  9.11

              	
                Confidentiality

              	
                102

              
	
                Section
                  9.12

              	
                Performance
                  of Duties

              	
                102

              
	
                Section
                  9.13

              	
                All
                  Powers Coupled with Interest

              	
                102

              
	
                Section
                  9.14

              	
                Survival
                  of Indemnities

              	
                102

              
	
                Section
                  9.15

              	
                Titles
                  and Captions

              	
                103

              
	
                Section
                  9.16

              	
                Severability
                  of Provisions

              	
                103

              
	
                Section
                  9.17

              	
                Counterparts;
                  Integration; Effectiveness; Electronic Execution

              	
                103

              
	
                Section
                  9.18

              	
                Term
                  of Agreement

              	
                103

              
	
                Section
                  9.19

              	
                USA
                  Patriot Act

              	
                103

              
	
                Section
                  9.20

              	
                Independent
                  Effect of Covenants

              	
                104

              
	
                Section
                  9.21

              	
                Appointment
                  of Borrower Representative

              	
                104

              
	
                Section
                  9.22

              	
                Obligations
                  Joint and Several

              	
                104

              


      

       

      
        
          iii

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      	
              EXHIBIT
                A

            	
              Form
                of Borrowing Request

            
	
              EXHIBIT
                B

            	
              Form
                of Assignment and Assumption

            
	
              EXHIBIT
                C

            	
              Form
                of Compliance Certificate

            
	
              EXHIBIT
                D-1

            	
              Form
                of Term Note

            
	
              EXHIBIT
                D-2

            	
              Form
                of Revolving Note

            
	
              EXHIBIT
                E

            	
              Form
                of Guaranty Agreement

            
	
              EXHIBIT
                F

            	
              Form
                of Collateral Agreement

            
	
              EXHIBIT
                G

            	
              Form
                of Mortgage

            
	
              EXHIBIT
                H

            	
              Form
                of Notice of Prepayment

            
	
              EXHIBIT
                I

            	
              Form
                of Notice of Account Designation

            
	
              EXHIBIT
                J

            	
              Form
                of Notice of Conversion/Continuation

            
	 	 
	
              SCHEDULE
                1.01(a)

            	
              Mortgaged
                Properties

            
	
              SCHEDULE
                1.01(b)

            	
              Synergy
                Cost Savings

            
	
              SCHEDULE
                3.02(c)

            	
              Non-Contravention

            
	
              SCHEDULE
                3.03

            	
              Government
                Approval, Regulation

            
	
              SCHEDULE
                3.05(b)

            	
              Other
                Liabilities

            
	
              SCHEDULE
                3.07

            	
              Litigation

            
	
              SCHEDULE
                3.08

            	
              Compliance
                with Laws and Agreements

            
	
              SCHEDULE
                3.09

            	
              Subsidiaries

            
	
              SCHEDULE
                3.10(b)

            	
              Leased
                and Owned Real Property

            
	
              SCHEDULE
                3.12

            	
              ERISA
                Matters

            
	
              SCHEDULE
                3.13(a)

            	
              Facilities/Properties
                Not in Compliance with Environmental Laws

            
	
              SCHEDULE
                3.13(b)

            	
              Environmental
                Claims

            
	
              SCHEDULE
                3.13(c)

            	
              Hazardous
                Materials

            
	
              SCHEDULE
                3.13(e)

            	
              Sites
                listed for Clean-up/Investigation

            
	
              SCHEDULE
                3.16

            	
              Insurance

            
	
              SCHEDULE
                3.19

            	
              Securities

            
	
              SCHEDULE
                3.20(d)

            	
              Mortgage
                Filing Offices

            
	
              SCHEDULE
                6.01(a)(iii)

            	
              Indebtedness
                to Remain Outstanding

            
	
              SCHEDULE
                6.02(iv)

            	
              Liens
                to Remain Outstanding

            
	
              SCHEDULE
                6.03(c)

            	
              Other
                Businesses

            
	
              SCHEDULE
                6.04

            	
              Existing
                Investments

            
	
              SCHEDULE
                6.08(v)

            	
              Existing
                Affiliate Transactions

            
	
              SCHEDULE
                6.09

            	
              Existing
                Restrictions

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CREDIT
      AGREEMENT (as amended, amended and restated, supplemented or otherwise modified
      from time to time, this “Agreement”)
      dated
      as of December 31, 2007, among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.,
      a
      Delaware corporation (“Holdings”),
      CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “CCI
      Borrower”),
      CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC., a Delaware corporation
      (the
“TXU
      Borrower”),
      FORT
      PITT ACQUISITION SUB INC., a Pennsylvania corporation (the “Merger
      Sub”
and,
      together with the CCI Borrower and the TXU Borrower, the “Borrowers”),
      the
      financial institutions holding Loans or Commitments hereunder from time to
      time
      (the “Lenders”),
      WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity,
      the “Administrative
      Agent”)
      for
      the Lenders, COBANK,
      ACB,
      as
      Syndication Agent, GENERAL
      ELECTRIC CAPITAL CORPORATION,
      as
      Co-Documentation Agent, THE
      ROYAL
      BANK OF SCOTLAND PLC,
      as
      Co-Documentation Agent and WACHOVIA CAPITAL MARKETS, LLC, as sole lead arranger
      and sole bookrunner.

     

    WHEREAS,
      Holdings and the Borrowers intend to (i) acquire (the “Merger”)
      and
      directly own all the assets and Equity Interests of North Pittsburgh Systems,
      Inc., a Pennsylvania corporation (the “Target”),
      pursuant to the Merger Documents (as defined below), by causing the Merger
      Sub
      to merge with and into the Target immediately upon the execution of this
      Agreement, with the Target being the surviving entity of such merger and
      therefor (and by its execution of this Agreement and the other Loan Documents
      to
      which it is a party), succeeding to and assuming all of the rights and
      obligations of Merger Sub under, and becoming a party to, this Agreement and
      the
      other Loan Documents to which Merger Sub is a party, and (ii) redeem the Senior
      Notes pursuant to the Senior Note Redemption;

     

    WHEREAS,
      Holdings and the Borrowers have requested and, subject to the terms and
      conditions hereof, the Administrative Agent and the Lenders have agreed to
      extend certain credit facilities to the Borrowers on the terms and conditions
      of
      this Agreement;

     

    NOW
      THEREFORE, the parties hereto agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

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

     

    “ABR
      Borrowing”
means
      a
      Borrowing comprised of ABR Loans.

     

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

     

    “Accrual
      Date”
means
      October 1, 2005.

     

    “Act”
has
      the
      meaning assigned to such term in Section
      9.19.

     

    “Additional
      Collateral”
has
      the
      meaning assigned to such term in Section
      5.11.

     

    “Adjusted
      LIBO Rate”
means,
      with respect to any Eurodollar Borrowing for any Interest Period, an interest
      rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal
      to
      (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
      Reserve Rate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Administrative
      Agent”
has
      the
      meaning assigned to such term in the preamble hereto.

     

    “Administrative
      Agent Fees”
has
      the
      meaning assigned to such term in Section
      2.10(d).

     

    “Administrative
      Agent’s Office”
means
      the office of the Administrative Agent specified in or determined in accordance
      with the provisions of Section
      9.01.

     

    “Administrative
      Questionnaire”
means
      an Administrative Questionnaire in
      a form
      supplied by the Administrative Agent.

     

    “Affiliate”
of
      any
      Person means any other Person which, directly or indirectly, controls, is
      controlled by or is under common control with such Person (excluding any trustee
      under, or any committee with responsibility for administering, any Plan). A
      Person shall be deemed to be “controlled by” any other Person if such other
      Person possesses, directly or indirectly, power

     

    (a) solely
      for purposes of determining compliance with Section
      6.08,
      to vote
      10% or more of the securities (on a fully diluted basis) having ordinary voting
      power for the election of directors or managing general partners;
      or

     

    (b) to
      direct
      or cause the direction of the management and policies of such Person whether
      by
      contract or otherwise.

     

    “Aggregate
      Revolving Credit Exposure”
means
      the aggregate amount of the Revolving Lenders’ Revolving Credit
      Exposures.

     

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

     

    “Alternate
      Base Rate”
means
      for any day, a rate per annum
      equal to
      the highest of (a) the Administrative Agent’s Base Rate in effect on such day
      and (b) the Federal Funds Rate in effect on such day plus 1/2 of 1%. Any change
      in the Alternate Base Rate due to a change in the Base Rate or the Federal
      Funds
      Rate shall be effective as of the opening of business on the effective day
      of
      such change in the Base Rate or the Federal Funds Rate,
      respectively.

     

    “Anti-Terrorism
      Laws”
has
      the
      meaning assigned to such term in Section
      3.21.

     

    “Applicable
      Law”
means,
      collectively, all international, foreign, Federal, state and local statutes,
      treaties, rules, guidelines, regulations, ordinances, codes, executive orders,
      and administrative or judicial precedents or authorities, including the
      interpretation or administration thereof by any Governmental Authority charged
      with the enforcement, interpretation or administration thereof, and all
      applicable administrative orders, directed duties, requests, licenses,
      authorizations and permits of, and agreements with, any Governmental Authority,
      in each case whether or not having the force of law.

     

    “Applicable
      Rate”
means,
      for any day, (a) with respect to Term Loans (other than Incremental Term Loans),
      (i) in the case of ABR Loans, 1.50% per annum,
      and
      (ii) in the case of Eurodollar Loans, 2.50% per annum,
      and (b)
      with respect to Revolving Loans, (i) before the Trigger Date, (x) in the case
      of
      ABR Loans, 1.50% per annum,
      and (y)
      in the case of Eurodollar Loans, 2.50% per annum,
      and
      (ii) on or after the Trigger Date, the applicable rate per annum set forth
      in
      the table below (x) under the caption “ABR Loans Spread,” in the case of ABR
      Loans, and (y) under the caption “Eurodollar Loans Spread,” in the case of
      Eurodollar Loans, in each case based upon the Total Net Leverage Ratio as of
      the
      most recent determination date:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              Total
                Net

              Leverage
                Ratio

            	
              ABR

              Loans

              Spread

            	
              Eurodollar

              Loans

              Spread

            
	
              >4.75
                to 1.00

            	
              1.75%

            	
              2.75%

            
	
              <4.75
                to 1.00

              >4.00
                to 1.00

            	
              1.50%

            	
              2.50%

            
	
              <4.00
                to 1.00

              >3.50
                to 1.00

            	
              1.25%

            	
              2.25%

            
	
              <3.50
                to 1.00

            	
              1.00%

            	
              2.00%

            


    

     

    For
      purposes of such calculation of the Applicable Rate with respect to Revolving
      Loans on and after the Trigger Date, (a) the Total Net Leverage Ratio shall
      be
      determined as of the end of each Fiscal Quarter of Holdings’ Fiscal Year based
      upon the consolidated financial statements delivered pursuant to Section
      5.01(a)
      or
(b)
      and (b)
      each change in the Applicable Rate resulting from a change in the Total Net
      Leverage Ratio shall be effective ten (10) Business Days after the date on
      which
      the Administrative Agent shall have received the applicable financial statements
      and a Compliance Certificate calculating the Total Net Leverage Ratio. If at
      any
      time the Borrowers have not submitted to the Administrative Agent the applicable
      information as and when required under Section
      5.01(a)
      or
(b),
      the
      Applicable Rate shall be the highest rate set forth in the table above until
      such time as the Borrowers have provided the information required under
Section
      5.01(a)
      or
(b).
      Within
      one (1) Business Day of receipt of the applicable information as and when
      required under Section
      5.01(a)
      or
(b),
      the
      Administrative Agent shall give each Lender telefacsimile or telephonic notice
      (confirmed in writing) of the Applicable Rate in effect from such
      date.

     

    Notwithstanding
      the foregoing, in the event that any financial statement or Compliance
      Certificate delivered pursuant to Section
      5.01(a)
      or
(b)
      is shown
      to be inaccurate (regardless of whether (a) this Agreement is in effect, or
      (b)
      the Revolving Credit Commitments are in effect, or (c) any Loans or Obligations
      hereunder are outstanding when such inaccuracy is discovered or such financial
      statement or Compliance Certificate was delivered), and such inaccuracy, if
      corrected, would have led to the application of a higher Applicable Rate for
      any
      period (an “Applicable
      Period”)
      than
      the Applicable Rate applied for such Applicable Period, then (x) the Borrowers
      shall immediately deliver to the Administrative Agent a correct Compliance
      Certificate for such Applicable Period, (y) the Applicable Rate for such
      Applicable Period shall be determined as if the Total Net Leverage Ratio in
      the
      corrected Compliance Certificate were applicable for such Applicable Period,
      and
      (z) the Borrowers shall immediately pay to the Administrative Agent the accrued
      additional interest owing as a result of such increased Applicable Rate for
      such
      Applicable Period, which payment shall be promptly applied by the Administrative
      Agent in accordance with Section
      2.13.
      Nothing
      in this paragraph shall limit the rights of the Administrative Agent and Lenders
      with respect to Section
      7.01.

     

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

     

    “Arranger”
means
      Wachovia Capital Markets, LLC and its successors and assigns.

     

    “Asset
      Sale”
means
      any direct or indirect sale, transfer, lease, conveyance or other disposition
      by
      Holdings or any of its Subsidiaries of any of its property or assets, including
      any sale or issuance of any Equity Interests of any Subsidiary of any Borrower,
      except (a) sales, dispositions and leases permitted by Sections
      6.05(i)
      through
(x)
      and (b)
      any such transaction or series of transactions which, if an Asset Sale, would
      not generate Net Proceeds in excess of $1.0 million (or, when taken together
      with all other such transactions, in excess of $5.0 million in any twelve-month
      period).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Assignment
      and Assumption”
means
      an assignment and assumption entered into by a Lender and an assignee (with
      the
      consent of any party whose consent is required by Section 9.10),
      and
      accepted by the Administrative Agent, in substantially the form of Exhibit
      B
      or any
      other form approved by the Administrative Agent.

     

    “Authorized
      Officer”
means,
      with respect to any Borrower, those of its officers and other authorized senior
      management level employees whose signature and incumbency has been certified
      to
      the Administrative Agent and the Lenders by the Secretary of such Borrower
      in a
      certificate dated the Effective Date or any successor thereto.

     

    “Available
      Cash”
means,
      on any date of determination, for the period commencing on the Accrual Date
      and
      ending on the last day of the Fiscal Quarter most recently ended for which
      financial statements have been delivered pursuant to Section
      5.01(a)
      or
(b),
      an
      amount equal to the sum (as calculated for Holdings and its Subsidiaries on
      a
      consolidated basis) of:

     

    (a) Consolidated
      EBITDA for such period minus

     

    (b) to
      the
      extent not deducted in the determination of Consolidated EBITDA, the sum of
      the
      following:

     

    (i) non-cash
      dividend income for such period;

     

    (ii) Consolidated
      Interest Expense for such period net of amortization of debt issuance costs
      incurred (A) in connection with or prior to the consummation of the Merger
      or
      (B) in connection with the Senior Note Redemption;

     

    (iii) Capital
      Expenditures from Internally Generated Funds for such period;

     

    (iv) cash
      income taxes for such period;

     

    (v) scheduled
      principal payments of Indebtedness, if any, during such period;

     

    (vi) voluntary
      prepayments of Indebtedness (other than in connection with the Merger, the
      Senior Note Redemption or any Permitted Refinancing), mandatory prepayments
      of
      Term Loans pursuant to clauses (iv) and (v) of Section
      2.05(c)
      and net
      increases in outstanding Revolving Loans during such period;

     

    (vii) the
      cash
      cost of any extraordinary or unusual losses or charges during such period;
      and

     

    (viii) all
      cash
      payments made during such period on account of losses or charges expensed during
      or prior to such period (to the extent not deducted in the determination of
      Consolidated EBITDA for such prior period); plus

     

    (c) to
      the
      extent not included in the determination of Consolidated EBITDA, (i) cash
      interest income for such period, (ii) the cash amount realized in respect of
      extraordinary or unusual gains during such period and (iii) net decreases in
      Revolving Loans during such period.

     

    “Available
      Proceeds”
means,
      at any time, the amount of cash equity contributed to the Borrowers following
      the Effective Date to the extent that such contribution was not previously
      applied to make an Investment pursuant to Section
      6.04,
      a
      Restricted Payment pursuant to Section
      6.07
      or a
      repurchase or redemption of Indebtedness pursuant to Section
      6.10.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Available
      Revolving Credit Commitment”
means
      as to any Revolving Lender, at any time of determination, an amount equal to
      such Revolving Lender’s Revolving Credit Commitment at such time minus
      such
      Revolving Lender’s Revolving Credit Exposure at such time.

     

    “Bank
      Equity Interests”
shall
      mean investments in non-voting participation certificates of
      CoBank, ACB acquired by the Borrowers in connection with Loans hereunder or
      loans under the Existing Credit Agreement, in either case from CoBank,
      ACB.

     

    “Base
      Rate”
means
      the rate of interest per annum publicly announced from time to time by the
      Administrative Agent as its base rate (the Base Rate not being intended to
      be
      the lowest rate of interest charged by the Administrative Agent in connection
      with extensions of credit to debtors) (any change in such rate announced by
      the
      Administrative Agent shall take effect at the opening of business on the day
      specified in the public announcement of such change).

     

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

     

    “Borrower
      Representative”
means
      the CCI Borrower, as representative of the Borrowers hereunder.

     

    “Borrowers”
has
      the
      meaning assigned to such term in the preamble to this Agreement.

     

    “Borrowing”
means
      a
      Loan or group of Loans to the Borrowers of the same Class and Type made
      (including through a conversion or continuation) by the applicable Lenders
      on a
      single date and, with respect to any Eurodollar Loan, as to which a single
      Interest Period is in effect.

     

    “Borrowing
      Date”
means
      any Business Day specified in a notice pursuant to Section
      2.02
      as a
      date on which the Borrower Representative requests Loans to be made
      hereunder.

     

    “Borrowing
      Request”
has
      the
      meaning assigned to such term in Section
      2.02(a).

     

    “Business
      Day”
means
      (a) for all purposes other than as set forth in clause (b) below, any day other
      than a Saturday, Sunday or legal holiday on which banks in Charlotte, North
      Carolina and New York, New York, are open for the conduct of their commercial
      banking business, and (b) with respect to all notices and determinations in
      connection with, and payments of principal and interest on, any Eurodollar
      Loan,
      any day that is a Business Day described in clause (a) and that is also a day
      for trading by and between banks in Dollar deposits in the London interbank
      market.

     

    “Capital
      Expenditures”
means,
      for any period, (a) any and all expenditures made by Holdings or any of its
      Subsidiaries in such period for assets added to or reflected in its property,
      plant and equipment accounts or other similar capital asset accounts or
      comparable items or any other capital expenditures that are, or should be,
      set
      forth as “additions to plant, property and equipment” on the financial statement
      prepared in accordance with GAAP, whether such asset is purchased for cash
      or
      financed as an account payable or by the incurrence of Indebtedness, accrued
      as
      a liability or otherwise including, without limitation, as a result of incurring
      any Capital Lease Obligations.

     

    “Capital
      Lease Obligations”
means
      all monetary or financial obligations of Holdings or any of its Subsidiaries
      under any leasing or similar arrangement conveying the right to use real or
      personal property, or a combination thereof, which, in accordance with GAAP,
      would or should be classified and accounted for as capital leases, and the
      amount of such obligations shall be the capitalized amount thereof determined
      in
      accordance with GAAP and the stated maturity thereof shall be the date of the
      last payment of rent or any other amount due under such lease prior to the
      first
      date on which such lease may be terminated by the lessee without payment of
      a
      penalty.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “CCI
      Borrower”
has
      the
      meaning ascribed to such term in the preamble to this Agreement.

     

    “CERCLA”
means
      the Comprehensive Environmental Response, Compensation, and Liability Act of
      1980, as amended.

     

    “CERCLIS”
means
      the Comprehensive Environmental Response, Compensation and Liability Information
      System List.

     

    “Change
      in Control”
means
      the occurrence of any of the following:

     

    (a) any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
      Exchange Act or any successor provisions to either of the foregoing), including
      any group acting for the purpose of acquiring, holding, voting or disposing
      of
      securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other
      than any one or more of the Permitted Holders, becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act, except that any such person
      will be deemed to have “beneficial ownership” of all shares that any such person
      has the right to acquire, whether such right is exercisable immediately or
      only
      after the passage of time), directly or indirectly, of 35% or more of the total
      voting power of the Equity Interests of Holdings and the Permitted Holders
      shall
      be the beneficial owners (as defined above) of a lesser percentage of the total
      voting power of the Equity Interests of Holdings;

     

    (b) Holdings
      shall cease to own beneficially and of record all of the Equity Interests of
      each of the Borrowers (other than as a result of a transaction permitted by
      Section
      6.03(a));
      or

     

    (c) any
      “change of control” occurs under the Senior Notes Indenture and any indenture or
      other document governing Indebtedness used to refinance the Senior
      Notes.

     

    “Class”
when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are Revolving Loans, Initial Term Loans,
      Delayed Draw Term Loans, Incremental Term Loans or Swingline Loans, and when
      used in reference to any Commitment, refers to whether such Commitment is a
      Revolving Credit Commitment, Initial Term Loan Commitment, Delayed Draw Term
      Loan Commitment or Incremental Term Loan Commitment, and when used in reference
      to any Lender, refers to whether such Lender is a Revolving Lender, an Initial
      Term Lender, a Delayed Draw Term Lender or an Incremental Term Lender;
provided
      that
      upon the funding of the Delayed Draw Term Loans, the Initial Term Loans and
      the
      Delayed Draw Term Loans shall be deemed to constitute one Class.

     

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

     

    “Collateral”
has
      the
      meaning assigned to such term in the Collateral Agreement, or, as the context
      requires, in any other applicable Security Document.

     

    “Collateral
      Account”
means
      the collateral account or sub-account established and maintained by the
      Administrative Agent in its name as Administrative Agent for the benefit of
      the
      Secured Parties, in accordance with the terms of this Agreement and the other
      applicable Loan Documents.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Collateral
      Agreement”
means
      the Collateral Agreement, substantially in the form of Exhibit F,
      as
      amended, amended and restated, supplemented or otherwise modified from time
      to
      time.

     

    “Commitment”
means,
      with respect to any Lender, such Lender’s Revolving Credit Commitment or
      applicable Term Loan Commitment or any combination thereof (as the context
      requires).

     

    “Commitment
      Fee”
has
      the
      meaning assigned to such term in Section
      2.10(a).

     

    “Commitment
      Fee Average Daily Amount”
has
      the
      meaning assigned to such term in Section
      2.10(a).

     

    “Commitment
      Fee Percentage”
means,
      for any day (a) prior to the Trigger Date, 0.50% per
      annum,
      and (b)
      on and after the Trigger Date, (i) if the Total Net Leverage Ratio is greater
      than or equal to 3.50 to 1.00, 0.50% and (ii) if the Total Net Leverage Ratio
      is
      less than 3.50 to 1.00, 0.375%.

     

    “Commitment
      Fee Termination Date”
has
      the
      meaning assigned to such term in Section
      2.10(a).

     

    “Commitment
      Percentage”
means
      (i) the percentage of the Total Revolving Credit Commitment represented by
      such
      Lender’s Revolving Credit Commitment or (ii) the percentage of the total Delayed
      Draw Term Loan Commitments represented by such Lender’s Delayed Draw Term Loan
      Credit Commitment, as applicable. If the Revolving Credit Commitments or the
      Delayed Draw Term Loan Commitments, as applicable, have terminated or expired,
      the Commitment Percentage shall be determined based upon the Revolving Credit
      Commitments or the Delayed Draw Term Loan Commitments, as applicable, most
      recently in effect, giving effect to any assignments.

     

    “Compliance
      Certificate”
has
      the
      meaning assigned to such term in Section
      5.01(b)
      and
      shall be substantially in the form of Exhibit
      C.

     

    “Conduit
      Financing Arrangement”
has
      the
      meaning assigned to such term in Section
      2.16(f).

     

    “Consolidated
      EBITDA”
means,
      for any period, Consolidated Net Income for such period (a) plus
      all
      amounts deducted in arriving at such Consolidated Net Income amount in respect
      of, without duplication, (i) Consolidated Interest Expense, amortization or
      write-off of debt discount and non-cash expense incurred in connection with
      equity compensation plans, (ii) foreign, federal, state and local income Taxes
      for such period, (iii) charges for depreciation of fixed assets and amortization
      of intangible assets during such period, (iv) non-cash charges for the
      impairment of long lived assets during such period, (v) Integration Costs as
      specified in reasonable detail and (vi) Merger Transaction Fees as specified
      in
      reasonable detail; (b) minus
      (in the
      case of gains) or plus
      (in the
      case of losses) gain or loss on any sale of assets, (c) minus
      (in the
      case of gains) or plus
      (in the
      case of losses) non-cash income or charges relating to foreign currency gains
      or
      losses, (d) plus
      (in the
      case losses) and minus
      (in the
      case of income) non-cash minority interest income or loss, (e) plus
      (in the
      case of items deducted in arriving at Consolidated Net Income) and minus
      (in the
      case of items added in arriving at Consolidated Net Income) non-cash charges
      resulting from changes in accounting principles, (f) plus
      extraordinary loss as defined by GAAP, (g) plus
      in the
      case of any period ending on December 31, 2007 and any period ending during
      the
      seven immediately succeeding Fiscal Quarters, to the extent not otherwise
      included in Consolidated EBITDA, Synergy Cost Savings for such period, (h)
      minus
      the sum
      of (x) interest income, and (y) extraordinary income or gains as defined by
      GAAP.
      For
      purposes of this Agreement, (A) for any period that includes the Fiscal Quarters
      ended March 31, 2007, June 30, 2007 or September 30, 2007, Consolidated EBITDA
      for such Fiscal Quarters shall be deemed to be $48.1 million (with respect
      to
      the Fiscal Quarter ended March 31, 2007), $46.8 million (with respect to the
      Fiscal Quarter ended June 30, 2007) and $43.8 million (with respect to the
      Fiscal Quarter ended September 30, 2007) and (B) Consolidated
      EBITDA shall be adjusted on a pro forma
      basis,
      in a manner reasonably acceptable to the Administrative Agent, to include
      without duplication, as of the first day of any applicable period, the Merger
      and any Permitted Acquisitions and any Asset Sale consummated during such
      period, including, without limitation, adjustments reflecting any non-recurring
      costs and any extraordinary expenses of any Permitted Acquisitions and any
      Asset
      Sale consummated during such period calculated on a basis consistent with GAAP
      and Regulation S-X of the Securities Exchange Act of 1934, as amended, or as
      approved by the Administrative Agent.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      Indebtedness”
means,
      at a particular date, the aggregate stated balance sheet amount of all
      Indebtedness of Holdings and its Subsidiaries determined on a consolidated
      basis
      in accordance with GAAP at such date.

     

    “Consolidated
      Interest Expense”
means,
      with respect to Holdings and its Subsidiaries on a consolidated basis for any
      period, the sum of (a) gross interest expense for such period, including (i)
      the
      amortization of debt discounts, (ii) the amortization of all fees (including
      fees with respect to Hedging Agreements) payable in connection with the
      incurrence of Indebtedness to the extent included in interest expense and (iii)
      the portion of any payments or accruals with respect to Capital Lease
      Obligations allocable to interest expense, and (b) capitalized interest, but
      excluding non-cash interest expense booked with respect to (i) tax reserves,
      (ii) Hedging Agreements and (iii) the refinancing of any Indebtedness
      (including, any Permitted Refinancing and the refinancing of the Existing Credit
      Agreement). For the purposes of this Agreement, in
      the
      event that the Underwriting Fee referred to in the Fee Letter or any similar
      fee
      paid in connection with a Permitted Refinancing is required to be expensed
      in
      the Fiscal Quarter in which such fee is paid, rather than being capitalized
      and
      amortized over the term of the respective Indebtedness associated therewith,
      the
      entire amount of such fee shall not be included in Consolidated Interest Expense
      for the Fiscal Quarter in which such fee is paid, but instead shall be included
      in the calculation of Consolidated Interest Expense for such Fiscal Quarter
      and
      succeeding Fiscal Quarters as if such fee was capitalized and amortized over
      the
      term of such Indebtedness.

     

    “Consolidated
      Net Income”
means,
      for any period, the net income or loss of Holdings and its Subsidiaries for
      such
      period determined on a consolidated basis in accordance with GAAP; provided
      that
      there shall be excluded therefrom, without duplication, (a) the income or loss
      of any Person (other than consolidated Subsidiaries of Holdings) in which any
      other Person (other than the Borrowers or any of their Subsidiaries) has a
      joint
      interest, except to the extent of the amount of dividends or other distributions
      actually paid to any of the Borrowers or any of their Subsidiaries by such
      Person during such period, (b) the cumulative effect of a change in accounting
      principles during such period, (c) any net after-tax income (loss) from
      discontinued operations and any net after-tax gains or losses on disposal of
      discontinued operations, (d) the income or loss of any Person accrued prior
      to
      the date it becomes a Subsidiary or is merged into or consolidated with any
      of
      the Borrowers or any of their Subsidiaries or that Person’s assets are acquired
      by either of the Borrowers or any of their Subsidiaries and (e) the income
      of
      any consolidated Subsidiary to the extent that declaration of payment of
      dividends or similar distributions by that Subsidiary of that income is not
      at
      the time permitted by operation of the terms of its charter or any agreement,
      instrument, judgment, decree, order, statute, rule or governmental regulation
      applicable to that Subsidiary.

     

    “Contested
      Collateral Lien Conditions”
means
      (a) with respect to any proceeding instituted contesting any amount payable
      by
      any Loan Party or any of its Subsidiaries, such proceeding operates to stay
      the
      sale or forfeiture of any portion of the Collateral on account of such Lien;
      and
      (b) in the event the amount of any such Lien shall exceed $2.0 million, the
      Loan
      Party or its applicable Subsidiary shall either obtain a bond or maintain cash
      reserves, in either case, in an amount sufficient to pay and discharge such
      Lien
      and the Administrative Agent’s reasonable estimate of all interest and penalties
      related thereto.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

    “Convertible
      Indebtedness”
means
      Indebtedness of Holdings permitted under Section 6.01(a)(xviii) that is issued
      on terms and conditions reasonably satisfactory to the Administrative Agent
      and
      is convertible into or exchangeable or exercisable for Class A Common Stock
      of
      Holdings.

     

    “Credit
      Event”
has
      the
      meaning assigned to such term in Section
      4.03.

     

    “Cumulative
      Available Cash”
means
      (a) $23,697,000 plus
      (b) the
      sum of the following (as calculated for Holdings and its Subsidiaries, without
      duplication, on a consolidated basis) for the period commencing on the Accrual
      Date and ending on the last day of the Fiscal Quarter of Holdings then most
      recently ended for which financial statements have been delivered to the
      Administrative Agent pursuant to Section
      5.01(a)
      or
(b):
      (i)
      Available Cash for such period, minus
      (ii) the
      aggregate amount of Subject Payments paid after July 27, 2005.

     

    “Debt
      Incurrence”
has
      the
      meaning assigned to such term in Section
      2.05(c)(i).

     

    “Default”
means
      any Event of Default, any Event of Termination and any event or condition which
      upon notice, lapse of time or both would constitute an Event of Default or
      Event
      of Termination.

     

    “Delayed
      Draw Funding Deadline”
means
      May 1, 2008; provided
      that
      such date may be extended to a date occurring on or before August 1, 2008 with
      the written approval of the Requisite Delayed Draw Term Loan
      Lenders.

     

    “Delayed
      Draw Term Borrowing”
means
      a
      Borrowing comprised of Delayed Draw Term Loans on the Delayed Draw Funding
      Date.

     

    “Delayed
      Draw Term Borrowing Request”
means
      a
      Borrowing Request in connection with a Delayed Draw Term Borrowing.

     

    “Delayed
      Draw Term Lender”
means
      a
      Lender with an Delayed Draw Term Loan Commitment or an outstanding Delayed
      Draw
      Term Loan, in its capacity as such. Notwithstanding anything to the contrary
      contained in this Agreement or any other Loan Document, unless otherwise agreed
      to by the Administrative Agent in writing, each Delayed Draw Term Lender shall
      also be an Initial Term Lender.

     

    “Delayed
      Draw Term Loan Commitment”
means,
      with respect to each Lender, the commitment, if any, of such Lender to make
      a
      Delayed Draw Term Loan pursuant to clause (ii) of Section
      2.01(a)
      on the
      Delayed Draw Term Loan Funding Date, expressed as an amount representing the
      maximum principal amount of the Delayed Draw Term Loan to be made or converted
      by such Lender hereunder, as the same may be reduced from time to time pursuant
      to the provisions of this Agreement. The initial aggregate amount of the
      Lenders’ Delayed Draw Term Commitments is $140.0 million.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Delayed
      Draw Term Loan Commitment Fee”
has
      the
      meaning assigned to such term in Section
      2.10(c).

     

    “Delayed
      Draw Term Loan Commitment Fee Percentage”
means
      1.00% per annum.

     

    “Delayed
      Draw Term Loan Commitment Fee Termination Date”
has
      the
      meaning assigned to such term in Section
      2.10(c).

     

    “Delayed
      Draw Term Loan Funding Date”
means
      a
      date selected by the Borrower Representative on or after the date on which
      each
      condition described in Section
      4.02
      has been
      satisfied or waived in accordance with Section
      9.02;
      provided
      that in
      no event shall the Delayed Draw Term Loan Funding Date occur after the Delayed
      Draw Funding Deadline.

     

    “Delayed
      Draw Term Loans”
means
      the Loans made pursuant to clause (ii) of Section
      2.01(a).

     

    “Destruction”
means
      any and all damage to, or loss or destruction of, or loss of title to, all
      or
      any portion of the Property of Holdings or any of its Subsidiaries.

     

    “Dividend
      Suspension Period”
means
      any period (a) commencing on and including the date of delivery of a Compliance
      Certificate pursuant to Section
      5.01(b)
      or
(c)
      showing
      that, for the then most recently ended period of four consecutive Fiscal
      Quarters of Holdings, the Total Net Leverage Ratio is greater than 5.25 to
      1 (or
      on the date upon which the Borrowers shall fail to deliver such Compliance
      Certificate), and (b) ending on and excluding the date of delivery of a
      Compliance Certificate pursuant to Section
      5.01(b)
      or
(c)
      showing
      that, for the then most recently ended period of four consecutive Fiscal
      Quarters of the Borrowers, the Total Net Leverage Ratio is equal to or less
      than
      5.25 to 1; provided
      that
      after the Fiscal Quarter ending on or immediately after the first anniversary
      of
      the Effective Date, the Total Net Leverage Ratio of 5.25 to 1 referred to in
      each of clauses (a) and (b) above shall be automatically replaced with 5.10
      to 1
      for the determination of a Dividend Suspension Period.

     

    “Dollars”
or
“$”
      means lawful money of the United States of America.

     

    “Domestic
      Subsidiary”
means
      any Subsidiary of a Borrower that is not a Non-U.S. Subsidiary.

     

    “Effective
      Date”
has
      the
      meaning assigned to such term in Section
      4.01.

     

    “Embargoed
      Person”
has
      the
      meaning assigned to such term in Section
      6.14.

     

    “Environment”
means
      ambient air, surface water and groundwater (including potable water, navigable
      water and wetlands), the land surface or subsurface strata, natural resources
      such as flora and fauna, or as otherwise defined in any applicable Environmental
      Law.

     

    “Environmental
      Claim”
means
      any written accusation, allegation, notice of violation, claim, demand, order,
      directive, cost recovery action or other cause of action by, or on behalf of,
      any Governmental Authority or any other Person for damages, injunctive or
      equitable relief, personal injury (including sickness, disease or death),
      Remedial Action costs, tangible or intangible property damage, natural resource
      damages, nuisance, pollution, any adverse effect on the Environment caused
      by
      any Hazardous Material, or for fines, penalties or restrictions, resulting
      from
      or based upon: (a) the existence, or the continuation of the existence, of
      a
      Release (including sudden or non-sudden, accidental or non-accidental Releases);
      (b) exposure to any Hazardous Material; (c) the presence, use, handling,
      transportation, storage, treatment or disposal of any Hazardous Material; or
      (d)
      the violation or alleged violation of any Environmental Law or Environmental
      Permit.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Environmental
      Laws”
means
      any and all applicable treaties, laws (including common law), rules,
      regulations, codes, ordinances, orders, decrees, judgments, injunctions or
      binding agreements issued, promulgated or entered into by any Governmental
      Authority, relating in any way to the Environment, preservation or reclamation
      of natural resources, the management, Release or threatened Release of, or
      exposure to, any Hazardous Material or to health and safety
      matters.

     

    “Environmental
      Liability”
means
      any liability, contingent or otherwise (including, but not limited to, any
      liability for damages, natural resource damage, costs of environmental
      remediation, administrative oversight costs, fines, penalties or indemnities),
      of any member of the Holdings and its Subsidiaries, directly or indirectly
      resulting from or based upon (a) violation of any Environmental Law, (b) the
      generation, use, handling, transportation, storage, treatment or disposal of
      any
      Hazardous Materials, (c) exposure to any Hazardous Materials or (d) the Release
      or threatened Release of any Hazardous Materials into the
      Environment.

     

    “Environmental
      Permit”
means
      any permit, approval, authorization, certificate, license, variance, filing
      or
      permission required by or from any Governmental Authority pursuant to any
      Environmental Law.

     

    “Equity
      Interests”
means
      shares of capital stock, partnership interests, membership interests in a
      limited liability company, beneficial interests in a trust or other equity
      ownership interests in a Person.

     

    “Equity
      Rights”
means
      all securities convertible or exchangeable for Equity Interests and all
      warrants, options or other rights to purchase or subscribe for any Equity
      Interests, whether or not presently convertible, exchangeable or
      exercisable.

     

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

     

    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) that, together with any
      Loan
      Party, is treated as a single employer under Sections 414(b) or (c) of the
      Code,
      and for the purpose of Section 302 of ERISA and/or Section 412, 4971, 4977,
      4980D, 4980E and/or each “applicable section” under Section 414(t)(2) of the
      Code, within the meaning of Section 414(b), (c), (m) or (o) of the
      Code.

     

    “ERISA
      Event”
means
      (a) any “reportable event,” as defined in Section 4043(c) of ERISA or the
      regulations issued thereunder, with respect to a Pension Plan (other than an
      event for which the 30-day notice period is waived by regulation); (b) the
      existence with respect to any Pension Plan of an “accumulated funding
      deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA),
      whether or not waived, the failure to make by its due date a required
      installment under Section 412(m) of the Code with respect to any Pension Plan
      or
      the failure to make any required contribution to a Multiemployer Plan; (c)
      the
      filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
      an
      application for a waiver of the minimum funding standard with respect to any
      Pension Plan; (d) the incurrence by any Loan Party or ERISA Affiliate of any
      liability under Title IV of ERISA with respect to any Pension Plan; (e) the
      receipt by any Loan Party or ERISA Affiliate from the PBGC or a plan
      administrator of any notice relating to an intention to terminate any Pension
      Plan, to appoint a trustee to administer any Pension Plan, or to take any other
      action with respect to a Pension Plan that could result in material liability
      to
      a Loan Party or a Subsidiary, or the occurrence of any event or condition which
      could reasonably be expected to constitute grounds under ERISA for the
      termination of or the appointment of a trustee to administer, any Pension Plan;
      (f) the incurrence by any Loan Party or ERISA Affiliate of any liability with
      respect to the withdrawal or partial withdrawal from any Pension Plan or
      Multiemployer Plan; (g) the receipt by a Loan Party or 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; (h) the making of any amendment to
      any
      Pension Plan which could result in the imposition of a lien or the posting
      of a
      bond or other security; or (i) the occurrence of a nonexempt prohibited
      transaction (within the meaning of Section 4975 of the Code or Section 406
      of
      ERISA) which could result in liability to a Loan Party or any of the
      Subsidiaries.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Eurodollar
      Borrowing”
means
      a
      Borrowing comprised of Eurodollar Loans.

     

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

     

    “Event
      of Default”
has
      the
      meaning assigned to such term in Section
      7.01.

     

    “Event
      of Termination”
has
      the
      meaning assigned to such term in Section
      7.01.

     

    “Excess
      Subject Payment Amount”
means,
      for any Fiscal Quarter, the amount by which the amount of Subject Payments
      in
      such Fiscal Quarter exceeded the sum of (a) $10,410,000 for any Fiscal Quarter
      ending after June 30, 2006 plus
      (b) the
      amount of pro rata dividends paid during such Fiscal Quarter on shares of Class
      A Common Stock of Holdings which were reserved on July 27, 2005 with respect
      to
      issuances after July 27, 2005 of Class A Common Stock of Holdings under
      Holdings’ restricted share plan plus
      (c) the
      amount of pro rata dividends paid during such Fiscal Quarter on shares of Class
      A Common Stock of Holdings issued pursuant to the Merger Agreement plus
      (d) the
      amount of pro rata dividends paid during such Fiscal Quarter on shares of Class
      A Common Stock of Holdings that were issued pursuant to a conversion, exchange
      or exercise of any Convertible Indebtedness.

     

    “Excluded
      Debt Issuance”
means
      any Indebtedness permitted to be incurred pursuant to Section
      6.01(a).

     

    “Executive
      Order”
has
      the
      meaning assigned to such term in Section
      3.21.

     

    “Existing
      Credit Agreement”
means
      the Second Amended and Restated Credit Agreement dated as of February 23, 2005
      by and among Holdings, the CCI Borrower, the TXU Borrower, Citicorp North
      America, Inc., as administrative agent, and the other parties thereto, as
      amended, restated, supplemented or otherwise modified.

     

    “Existing
      Term Loans”
has
      the
      meaning assigned to such term in Section
      2.21(a).

     

    “Federal
      Funds Rate”
means,
      for any day, the rate per annum equal to the weighted average of the rates
      on
      overnight Federal funds transactions with members of the Federal Reserve System
      arranged by federal funds brokers on such day (or, if such day is not a Business
      Day, for the immediately preceding Business Day), as published by the Federal
      Reserve Bank of New York on the Business Day next succeeding such day,
provided
      that if
      such rate is not so published for any day which is a Business Day, the average
      of the quotation for such day on such transactions received by the
      Administrative Agent from three (3) Federal Funds brokers of recognized standing
      selected by the Administrative Agent.

     

    “Fee
      Letter”
means
      the Amended and Restated Fee Letter dated December 10, 2007 among the
      Administrative Agent, the Arranger, Holdings , the CCI Borrower and the TXU
      Borrower.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Fees”
means
      the Commitment Fees, the LC Fees and the Administrative Agent Fees.

     

    “Financial
      Covenants”
means
      those covenants and agreements of the Loan Parties set forth in Sections
      6.11
      through
6.12,
      inclusive.

     

    “Financial
      Officer”
of
      any
      corporation, partnership or other entity means the chief financial officer,
      the
      principal accounting officer, Treasurer or Controller (or person having an
      analogous title) of such corporation, partnership or other entity.

     

    “Financing
      Transactions”
means,
      collectively, (i) the execution and delivery by each Loan Party of each of
      the
      Loan Documents on the Effective Date and the Borrowing of Loans or issuances
      of
      Letters of Credit on the Effective Date and (ii) the repayment of the
      Indebtedness to Be Paid.

     

    “Fiscal
      Quarter”
means
      any quarter of a Fiscal Year.

     

    “Fiscal
      Year”
means
      any period of twelve consecutive calendar months ending on December 31;
      references to a Fiscal Year with a number corresponding to any calendar year
      (e.g., the “2007 Fiscal Year”) refer to the Fiscal Year ending on December 31
      occurring during such calendar year.

     

    “Foreign
      Plan”
means
      any employee benefit plan, program, policy, arrangement or agreement maintained
      or contributed to outside the United States by any Loan Party or any of its
      Subsidiaries primarily for the benefit of employees of any Loan Party or any
      of
      its Subsidiaries employed outside the United States.

     

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

     

    “GAAP”
means,
      subject to Section
      1.03,
      generally accepted accounting principles in the United States applied on a
      consistent basis.

     

    “Governmental
      Authority”
means
      the government of the United States or any other nation, or of any political
      subdivision thereof, whether state or local, and any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administrative powers
      or
      functions of or pertaining to government (including any supra-national bodies
      such as the European Union or the European Central Bank and including, without
      limitation, the Federal Communications Commission, the PPUC, the TPUC and the
      ICC).

     

    “Guarantee”
of
      or
      by any Person (the “guarantor”)
      means
      any obligation, contingent or otherwise, of the guarantor guaranteeing or having
      the economic effect of guaranteeing any Indebtedness or other obligation of
      any
      other Person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, and including any obligation of the
      guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or other obligation
      or
      to purchase (or to advance or supply funds for the purchase of) any security
      for
      the payment thereof, (b) to purchase or lease property, securities or services
      for the purpose of assuring the owner of such Indebtedness or other obligation
      of the payment thereof (including pursuant to a “synthetic lease”), (c) to
      maintain working capital, equity capital or any other financial statement
      condition or liquidity of the primary obligor so as to enable the primary
      obligor to pay such Indebtedness or other obligation or (d) as an account party
      in respect of any letter of credit or letter of guaranty issued to support
      such
      Indebtedness or obligation; provided
      that the
      term “Guarantee” shall not include endorsements for collection or deposit in the
      ordinary course of business. The amount of the obligation under any Guarantee
      shall be deemed to be the lower of (a) an amount equal to the stated or
      determinable amount of the primary obligation in respect of which such Guarantee
      is made (including principal, interest and fees) and (b) the maximum amount
      for
      which such guarantor may be liable pursuant to the terms of the instrument
      embodying such Guarantee, unless such primary obligation and the maximum amount
      for which such guarantor may be liable are not stated or determinable, in which
      case the amount of the obligation under such Guarantee shall be such guarantor’s
      maximum reasonably anticipated liability in respect thereof as determined by
      the
      guarantor in good faith; irrespective, in any such case, of any amount thereof
      that would, in accordance with GAAP, be required to be reflected on a balance
      sheet of such Person.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Guaranty
      Agreement”
means
      the Guaranty Agreement, substantially in the form of Exhibit
      E,
      as
      amended, amended and restated, supplemented or otherwise modified from time
      to
      time.

     

    “Hazardous
      Materials”
means
      all pollutants, contaminants, wastes, substances, chemicals, materials and
      constituents, including without limitation, crude oil, petroleum or petroleum
      distillates, asbestos or asbestos-containing materials, polychlorinated
      biphenyls (“PCBs”)
      or
      PCB-containing materials or equipment of any nature which can give rise to
      Environmental Liability under, or are regulated pursuant to, any Environmental
      Law.

     

    “Hedging
      Agreement”
means
      any agreement with respect to any Interest Rate Contract, forward rate
      agreement, commodity swap, forward foreign exchange agreement, currency swap
      agreement, cross-currency rate swap agreement, currency option agreement or
      other agreement or arrangement designed to alter the risks of any Person arising
      from fluctuations in interest rates, currency values or commodity prices, all
      as
      amended, restated, supplemented or otherwise modified from time to
      time.

     

    “Hedging
      Obligations”
means
      all existing or future payment and other obligations owing by any Loan Party
      under any Hedging Agreement (which such Hedging Agreement is permitted
      hereunder) with any Secured Hedging Provider.

     

    “Holdings”
has
      the
      meaning assigned to such term in the preamble to this Agreement. 

     

    “ICC”
means
      the Illinois Commerce Commission and any successor organization performing
      similar regulatory functions.

     

    “ICTC”
means
      Illinois Consolidated Telephone Company, an Illinois corporation.

     

    “Impermissible
      Qualification”
means,
      relative to the opinion or certification of any independent public accountant
      as
      to any consolidated financial statements of Holdings, any qualification or
      exception to such opinion or certification:

     

    (a) which
      is
      of a “going concern” or similar nature;

     

    (b) which
      relates to the limited scope of examination of matters relevant to such
      financial statement; or 

     

    (c) which
      relates to the treatment or classification of any item in such financial
      statement and which, as a condition to its removal, would require an adjustment
      to such item the effect of which would be to cause the Borrowers to be in
      Default under any Financial Covenant.

     

    “Increased
      Cost Lender”
has
      the
      meaning assigned thereto in Section
      2.20.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Incremental
      Facility Amendment”
shall
      have the meaning assigned to such term in Section 2.21(a).

     

    “Incremental
      Term Borrowing”
means
      a
      Borrowing comprised of Incremental Term Loans on the applicable Term Loan
      Commitments Increase Effective Date.

     

    “Incremental
      Term Commitments”
shall
      have the meaning assigned to such term in Section
      2.21(a).

     

    “Incremental
      Term Lender”
means
      a
      Lender with an Incremental Term Loan Commitment or an outstanding Incremental
      Term Loan, in its capacity as such.

     

    “Incremental
      Term Loans”
shall
      have the meaning assigned to such term in Section 2.21(a).

     

    “Indebtedness”
of
      any
      Person means, without duplication, (a) all obligations of such Person for
      borrowed money or with respect to deposits or advances of any kind, (b) all
      obligations of such Person evidenced by bonds, debentures, notes or similar
      instruments, (c) all obligations of such Person upon which interest charges
      are
      customarily paid (excluding obligations to pay salary or benefits under deferred
      compensation or other benefit programs), (d) all obligations of such Person
      under conditional sale or other title retention agreements relating to property
      acquired by such Person, (e) all obligations of such Person in respect of the
      deferred purchase price of property or services (excluding current accounts
      payable incurred in the ordinary course of business), (f) all Indebtedness
      (excluding prepaid interest thereon) of others secured by (or for which the
      holder of such Indebtedness has an existing right, contingent or otherwise,
      to
      be secured by) any Lien on property owned or acquired by such Person, whether
      or
      not the Indebtedness secured thereby has been assumed, (g) all Guarantees by
      such Person of Indebtedness or other financial obligations of others, (h) all
      Capital Lease Obligations of such Person, (i) all obligations, contingent or
      otherwise, of such Person as an account party in respect of letters of credit
      and letters of guaranty, (j) all obligations, contingent or otherwise, of such
      Person in respect of bankers’ acceptances, surety bonds and performance bonds,
      whether or not matured and (k) all Net Hedging Obligations. The Indebtedness
      of
      any Person shall include the Indebtedness of any other entity (including any
      partnership in which such Person is a general partner) to the extent such Person
      is directly liable therefor as a result of such Person’s ownership interest in
      or other relationship with such entity, except to the extent the terms of such
      Indebtedness provide that such Person is not liable therefor.

     

    “Indebtedness
      to Be Paid”
means
      all Indebtedness repaid in connection with the Transactions.

     

    “Indemnitee”
has
      the
      meaning assigned to such term in Section
      9.03(b).

     

    “Information”
has
      the
      meaning assigned to such term in Section
      9.11.

     

    “Initial
      Term Borrowing”
means
      a
      Borrowing comprised of Initial Term Loans on the Effective Date.

     

    “Initial
      Term Borrowing Request”
means
      a
      Borrowing Request in connection with an Initial Term Borrowing.

     

    “Initial
      Term Lender”
means
      a
      Lender with an Initial Term Loan Commitment or an outstanding Initial Term
      Loan,
      in its capacity as such. Notwithstanding anything to the contrary contained
      in
      this Agreement or any other Loan Document, unless otherwise agreed to by the
      Administrative Agent in writing, each Initial Term Lender shall also be a
      Delayed Draw Term Lender.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Initial
      Term Loan Commitment”
means,
      with respect to each Lender, the commitment, if any, of such Lender to make
      an
      Initial Term Loan pursuant to clause (i) of Section
      2.01(a)
      on the
      Effective Date, expressed as an amount representing the maximum principal amount
      of the Initial Term Loan to be made or converted by such Lender hereunder,
      as
      the same may be reduced from time to time pursuant to the provisions of this
      Agreement. The initial aggregate amount of the Lenders’ Initial Term Loan
      Commitments is $760.0 million.

     

    “Initial
      Term Loans”
means
      the Loans made pursuant to clause (i) of Section
      2.01(a).

     

    “Integration
      Costs”
means
      all charges, expenses and
      other
      extraordinary, non-recurring and unusual integration costs or losses
      related
      to the Merger, including, all severance payments in connection with the Merger;
      provided
      that
      such charges, expenses or costs must be incurred prior to the date that is
      twenty-four (24) months following the Effective Date and the aggregate amount
      of
      all such charges, expenses or costs shall not exceed $12.0 million.

     

    “Interest
      Coverage Ratio”
means,
      for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period
      to (b) Consolidated Interest Expense for such Test Period. Solely for the
      purposes of calculating the Interest Coverage Ratio in Section
      6.12,
      Consolidated
      Interest Expense shall be determined: (i) for the Test Period ending March
      31,
      2008, by multiplying the amount of Consolidated Interest Expense for the Fiscal
      Quarter then ended by four (4), (ii) for the Test Period ending June 30, 2008,
      by multiplying the amount of Consolidated Interest Expense for the two (2)
      Fiscal Quarters then ended by two (2), (iii) for the Test Period ending
      September 30, 2008, by multiplying the amount of Consolidated Interest Expense
      for the three (3) Fiscal Quarters then ended by the ratio of 4 to 3 (4/3) and
      (iv) for each Test Period ending December 31, 2008 and thereafter, for the
      four
      (4) Fiscal Quarters then ended.

     

    “Interest
      Payment Date”
means,
      with respect to any Loan, the last day of the Interest Period applicable to
      the
      Borrowing of which such Loan is a part and, in the case of a Eurodollar
      Borrowing with an Interest Period of more than three months’ duration, (a) each
      day that would have been an Interest Payment Date had successive Interest
      Periods of three months’ duration been applicable to such Borrowing and, in
      addition, (b) the date of any refinancing of such Borrowing with a Borrowing
      of
      a different Type.

     

    “Interest
      Period”
means
      (a) as to any Eurodollar Borrowing, the period commencing on the date of such
      Borrowing (including any date on which such Borrowing shall have been converted
      from a Borrowing of a different Type) or on the last day of the immediately
      preceding Interest Period applicable to such Borrowing, as the case may be,
      and
      (except as provided in Section
      2.02(a))
      ending
      on (i) the numerically corresponding day (or, if there is no numerically
      corresponding day, on the last day) in the calendar month that is 1, 2, 3 or
      6
      months (or if agreed to by all relevant Lenders, 9 or 12 months) thereafter
      or
      (ii) the last day of the last day of a calendar quarter, so long as such last
      day is not more than 6 months (or if agreed to by all relevant Lenders, 9 or
      12
      months) thereafter, as the applicable Borrower may elect, or (b) as to any
      ABR
      Borrowing (other than a Swingline Borrowing), the period commencing on the
      date
      of such Borrowing (including any date on which such Borrowing shall have been
      converted from a Borrowing of a different Type) or on the last day of the
      immediately preceding Interest Period applicable to such Borrowing, as the
      case
      may be, and ending on the earliest of (i) the next succeeding March 31, June
      30,
      September 30 or December 31, (ii) the Term Loan Maturity Date and (iii) the
      date
      such Borrowing is paid or prepaid in accordance with Section
      2.05
      or
      converted in accordance with Section
      2.03
      and (c)
      as to any Swingline Loan, a period commencing on the date of such Loan and
      ending on the earliest of (i) the fifth Business Day thereafter, (ii) the
      Revolving Credit Maturity Date and (iii) the date such Loan is prepaid in
      accordance with Section
      2.05;
      provided
      that if
      any Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless, in the
      case
      of a Eurodollar Borrowing only, such next succeeding Business Day would fall
      in
      the next calendar month, in which case such Interest Period shall end on the
      next preceding Business Day. Interest shall accrue from and including the first
      day of an Interest Period to but excluding the last day of such Interest
      Period.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Interest
      Rate Contract”
means
      any interest rate swap agreement, interest rate cap agreement, interest rate
      floor agreement, interest rate collar agreement, interest rate option or any
      other agreement regarding the hedging of interest rate risk exposure executed
      in
      connection with hedging the interest rate exposure of any Person and any
      confirming letter executed pursuant to such agreement, all as amended, restated,
      supplemented or otherwise modified from time to time.

     

    “Internally
      Generated Funds”
shall
      mean funds not constituting the proceeds of any Debt Incurrence, Excluded Debt
      Issuance, sale of Equity Interests, Asset Sale or insurance
      recovery.

     

    “Investment”
has
      the
      meaning assigned to such term in Section
      6.04.

     

    “Issuing
      Bank”
means
      Wachovia, in its capacity as the issuer of Letters of Credit hereunder, and
      its
      successors in such capacity, and any other Revolving Lender approved by the
      Administrative Agent and the Borrowers. The Issuing Bank may, in its discretion,
      arrange for one or more Letters of Credit to be issued by Affiliates of the
      Issuing Bank, in which case the term “Issuing Bank” shall include any such
      Affiliate with respect to Letters of Credit issued by such
      Affiliate.

     

    “LC
      Disbursement”
means
      a
      payment made by the Issuing Bank pursuant to a Letter of Credit.

     

    “LC
      Exposure”
means,
      at any time, the sum of (a) the aggregate undrawn amount of all outstanding
      Letters of Credit at such time plus (b) the aggregate amount of all LC
      Disbursements that have not yet been reimbursed by or on behalf of the Borrowers
      at such time. The LC Exposure of any Revolving Lender at any time shall be
      its
      Commitment Percentage of the total LC Exposure at such time.

     

    “LC
      Fees”
has
      the
      meaning assigned to such term in Section
      2.10(b).

     

    “Lenders”
has
      the
      meaning assigned to such term in the preamble hereto.

     

    “Letter
      of Credit”
means
      any letter of credit issued pursuant to this Agreement.

     

    “LIBO
      Rate”
means,
      with respect to any Eurodollar Borrowing for any Interest Period the rate
      appearing on Page 3750 of the Telerate Service (or on any successor or
      substitute page of such Service, or any successor to or substitute for such
      Service, providing rate quotations comparable to those currently provided on
      such page of such Service, as determined by the Administrative Agent from time
      to time for purposes of providing quotations of interest rates applicable to
      dollar deposits in the London interbank market) at approximately 11:00 a.m.,
      London time, two Business Days prior to the commencement of such Interest
      Period, as the rate for Dollar deposits with a maturity comparable to such
      Interest Period (rounded upwards, if necessary, to the nearest 1/100th
      of 1%).
      In the event that such rate is not available at such time for any reason, then
      the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest
      Period shall be determined by the Administrative Agent to be the arithmetic
      average of the rate per annum at which Dollars in minimum amounts of at least
      $5.0 million would be offered by first class banks in the London interbank
      market to the Administrative Agent at approximately 11:00 a.m. London time,
      two
      Business Days prior to the first day of the applicable Interest Period for
      a
      period equal to such Interest Period.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Lien”
means,
      with respect to any asset, (a) any mortgage, deed of trust, deed to secure
      debt,
      lien, pledge, encumbrance, charge, assignment, hypothecation or security
      interest in or on such asset or any filing of any financing statement under
      the
      UCC as in effect in the applicable state or jurisdiction or any other similar
      notice or lien under any similar notice or recording statute of any Governmental
      Authority, in each of the foregoing cases whether voluntary or imposed by law,
      (b) the interest of a vendor or a lessor under any conditional sale agreement,
      capital lease or title retention agreement relating to such asset, (c) in the
      case of securities, any purchase option, call or similar right of a third party
      with respect to such securities, (d) in the case of any investment property
      or
      deposit account, any contract or other agreement, express or implied, under
      which any Person has the right to control such investment property or deposit
      account and (e) any other agreement intended to create any of the
      foregoing.

     

    “Loan
      Documents”
means
      this Agreement, the Guaranty Agreement, the Security Documents, the Post-Closing
      Agreement, if requested by a Lender pursuant to Section
      2.07(e),
      each
      Note and, solely for purposes of Section
      7.01(a),
      the Fee
      Letter.

     

    “Loan
      Parties”
means
      Holdings, the Borrowers and the Subsidiary Loan Parties.

     

    “Loans”
means
      the Revolving Loans, the Swingline Loans, the Initial Term Loans, the Delayed
      Draw Term Loans and the Incremental Term Loans, as the context
      requires.

     

    “Material
      Adverse Effect”
means
      a
      materially adverse effect on (a) the business, financial condition or results
      of
      operations of Holdings and its Subsidiaries, taken as a whole, (b) the ability
      of any party to the Merger Agreement or such party’s respective subsidiaries to
      perform their respective obligations under the Merger Agreement, (c) following
      the Effective Date, the ability of any Loan Party to perform its obligations
      under the Loan Documents to which it is a party, (d) following the Effective
      Date, the rights of or benefits available to the Lenders under any Loan Document
      or (e) following the Effective Date, the value of the Collateral or the
      validity, enforceability, perfection or priority of the Liens granted to the
      Administrative Agent (for its benefit and for the benefit of the other Secured
      Parties) on the Collateral pursuant to the Security Documents; provided,
      however,
      that
      (i) any determination of whether there has been or will be, a Material Adverse
      Effect as of the Effective Date (including in connection with the initial Credit
      Events occurring on such date) shall be made separately with respect to (A)
      Holdings and its Subsidiaries, taken as a whole and (B) the Target and its
      Subsidiaries, taken as a whole and (ii) solely for purposes of determining
      whether there has been or will be, a Material Adverse Effect as of the Effective
      Date (including in connection with the initial Credit Events occurring on such
      date) none of the following shall be deemed, either alone or in combination,
      to
      constitute, and none of the following shall be taken into account in making
      such
      determination: (A) any failure by such Person or any of its Subsidiaries to
      meet
      any internal or published projections, forecasts, or revenue or earnings
      predictions for any period ending prior to, on or after the date of the Merger
      Agreement (it being understood that this clause (A) does not and shall not
      be
      deemed to apply to the underlying cause or causes of any such failure); (B)
      any
      adverse change, effect, event, occurrence, state of facts or development to
      the
      extent attributable to the announcement or pendency of the Merger including
      (I)
      the absence of consents, waivers or approvals relating to the Merger from any
      governmental entity or other person or (II) any litigation brought by any
      shareholders of such person in connection with the Merger Agreement or any
      of
      the Transactions; (C) any adverse change, effect, event, occurrence, state
      of
      facts or development attributable to conditions generally affecting (I) the
      telecommunications industry as a whole that are not specifically related to
      such
      Person and its Subsidiaries and do not have a materially disproportionate
      adverse effect on such Person and its Subsidiaries, taken as a whole, or (II)
      the United States economy as a whole, including, changes in economic and
      financial markets and regulatory or political conditions, whether resulting
      from
      acts of terrorism, war, natural disaster or otherwise, that do not have a
      materially disproportionate adverse effect on the such Person and its
      Subsidiaries, taken as a whole; (D) any change in the market price or trading
      volume of such Person’s securities; (E) any adverse change, effect, event,
      occurrence, state of facts or development arising from or relating to any change
      in GAAP or any change in Applicable Laws or the interpretation or enforcement
      thereof that, in each case, do not have a materially disproportionate adverse
      effect on such Person and its Subsidiaries, taken as a whole; (F) with respect
      to the Target and its Subsidiaries, any change, occurrence, development, event,
      series of events or circumstance arising out of, resulting from or attributable
      to any action taken or threatened to be taken by any member(s) of the Bulldog
      Group (as defined in the Merger Agreement) in connection with the Target’s 2007
      annual meeting of shareholders, the Merger Agreement or any of the Transactions,
      or any related matter; (G) any costs or expenses incurred or accrued by such
      person and its subsidiaries in connection with the Merger Agreement or any
      of
      the Transactions; and (H) any actions taken, or failures to take action, or
      such
      other changes, occurrences, developments, events, series of events or
      circumstances, (I) with respect to the Target and its Subsidiaries, to which
      Holdings has consented in writing, or the failure of the Target to take any
      action referred to in Section 6.1 of the Merger Agreement due to Holding’s
      withholding of consent or (II) with respect to Holdings and its Subsidiaries,
      to
      which the Target has consented in writing, or the failure of Holdings to take
      any action referred to in Section 6.2 of the Merger Agreement due to the
      Target’s withholding of consent.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Material
      Indebtedness”
means
      Indebtedness (other than the Loans and Letters of Credit), of Holdings or any
      of
      its Subsidiaries, individually or in an aggregate principal amount exceeding
      $5.0 million. 

     

    “Merger”
has
      the
      meaning assigned to such term in the preamble to this Agreement.

     

    “Merger
      Agreement”
means
      the Agreement and Plan of Merger, dated as of July 1, 2007, by and among
      Holdings, the Merger Sub and the Target, as amended, amended and restated,
      supplemented or otherwise modified from time to time in accordance with the
      terms hereof.

     

    “Merger
      Documents”
means
      the Merger Agreement and each other agreement contemplated thereby or entered
      into in connection therewith.

     

    “Merger
      Sub”
has
      the
      meaning ascribed to such term in the preamble to this Agreement (it being
      acknowledged and agreed that (a) immediately upon execution of this Agreement,
      Merger Sub shall merge with and into the Target with the Target surviving such
      merger and that Merger Sub shall cease to exist as a separate legal entity
      and
      (b) Target shall, by its execution of this Agreement assume all of the
      obligations of Merger Sub under, and become a party to, each Loan Document
      to
      which Merger Sub is a party).

     

    “Merger
      Transaction Fees”
means,
      without duplication, all non-recurring transaction fees, charges and other
      amounts related to the Merger (including, without limitation, the cost of
      obtaining a fairness opinion and prepaid premiums with respect to directors’ and
      officers’ insurance, but excluding all amounts otherwise included in accordance
      with GAAP in determining Consolidated EBITDA) in an aggregate amount not to
      exceed $18.0 million.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc. and any successor thereto.

     

    “Mortgage”
means
      a
      mortgage, deed of trust, assignment of leases and rents, leasehold mortgage
      or
      other security document granting a Lien on any Mortgaged Property to secure
      the
      Obligations, in each case, as amended, amended and restated, supplemented or
      otherwise modified from time to time. Each Mortgage shall be substantially
      in
      the form of Exhibit
      G
      or
      otherwise satisfactory in form and substance to the Administrative
      Agent.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Mortgaged
      Property”
means,
      initially, each parcel of real property and the improvements thereto owned
      or
      leased by a Loan Party which has a fair market value in excess of $500,000,
      and
      includes each other parcel of real property and improvements thereto with
      respect to which a Mortgage is granted pursuant to Section
      5.11
      or
Section
      5.12.
      Each
      Mortgaged Property as of the Effective Date is identified on Schedule
      1.01(a).

     

    “Multiemployer
      Plan”
means
      a
      multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (i) to
      which any Loan Party or ERISA Affiliate is then making or accruing an obligation
      to make contributions, (ii) to which any Loan Party or ERISA Affiliate has
      within the preceding six plan years made contributions, including any Person
      which ceased to be an ERISA Affiliate during such six year period, or (iii)
      with
      respect to which Loan Party or any Subsidiary could incur
      liability.

     

    “Net
      Hedging Obligations”
means,
      with respect to any Hedging Agreement, as of any date, the Termination Value
      of
      such Hedging Agreement on such date.

     

    “Net
      Proceeds”
means,
      with respect to any Debt Incurrence, Asset Sale, Destruction or Taking, (a)
      the
      cash proceeds actually received in respect of such event, including (i) any
      cash
      received in respect of any non-cash proceeds, but only as and when received,
      (ii) in the case of a Destruction, insurance proceeds in excess of $1.0 million,
      and (iii) in the case of a Taking, condemnation awards and similar payments
      in
      excess of $1.0 million, net of (b) the sum of (i) all reasonable fees and
      out-of-pocket expenses paid by the Loan Parties and their Subsidiaries to third
      parties in connection with such event, (ii) the amount of all taxes paid (or
      reasonably estimated to be payable) by the Loan Parties and their Subsidiaries,
      and (iii) in the case of an Asset Sale, the amount of all payments required
      to
      be made by the Loan Parties and their Subsidiaries as a result of such event
      to
      repay Indebtedness (other than Loans) secured by a Permitted Lien ranking prior
      to the Liens securing the Obligations on such asset and the amount of any
      reserves established by the Loan Parties and their Subsidiaries to fund
      contingent liabilities reasonably estimated to be payable, in each case during
      the year that such event occurred or the next succeeding two years, and that
      are
      directly attributable to such event (as reasonably determined by the Borrowers);
      provided
      that any
      amount by which such reserves are reduced for reasons other than payment of
      any
      such contingent liabilities shall be considered “Net Proceeds” upon such
      reduction.

     

    “90%
      Owned Subsidiary”
means
      any Domestic Subsidiary at least 90% of the Equity Interests of which are owned
      by the Borrowers and/or one or more wholly owned Subsidiaries of the
      Borrowers.

     

    “Non-Consenting
      Lender”
has
      the
      meaning assigned to such term in Section
      2.20.

     

    “Non-U.S.
      Jurisdiction”
means
      each jurisdiction of organization of a Subsidiary of Holdings other than the
      United States (or any State thereof) or the District of Columbia.

     

    “Non-U.S.
      Subsidiary”
means
      any Subsidiary of any Borrower that is or becomes organized under the laws
      of a
      Non-U.S. Jurisdiction.

     

    “Note”
means
      a
      note substantially in the form of Exhibit
      D-1
      or
D-2.

     

    “Notice
      of Account Designation”
has
      the
      meaning assigned thereto in Section
      2.02(e).

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Notice
      of Conversion/Continuation”
has
      the
      meaning assigned thereto in Section
      2.03(a).

     

    “Notice
      of Prepayment”
has
      the
      meaning assigned thereto in Section
      2.05(a).

     

    “Obligations”
means
      (a) the unpaid principal of and interest on (including interest accruing after
      the maturity of the Loans made to the Borrowers and interest accruing after
      the
      filing of any petition in bankruptcy, or the commencement of any insolvency,
      reorganization or like proceeding, relating to any Borrower, whether or not
      a
      claim for post-filing or post-petition interest is allowed in such proceeding)
      the Loans made to or LC Disbursements made pursuant to Letters of Credit issued
      for the account of the Borrowers and all other obligations and liabilities
      of
      the Borrowers to the Administrative Agent, the Issuing Bank or to any Lender,
      whether direct or indirect, absolute or contingent, due or to become due, or
      now
      existing or hereafter incurred, which may arise under, out of, or in connection
      with, this Agreement or any other document made, delivered or given in
      connection herewith, whether on account of principal, interest, fees,
      indemnities, costs or expenses (including, without limitation, all reasonable
      fees, charges and disbursements of counsel), or otherwise, and (b) all Hedging
      Obligations.

     

    “OFAC”
has
      the
      meaning assigned to such term in Section
      6.14.

     

    “Organic
      Document”
means
      (a) relative to each Person that is a corporation, its charter, its by-laws
      and
      all shareholder agreements, voting trusts and similar arrangements applicable
      to
      any of its authorized shares of capital stock, (b) relative to each Person
      that
      is a partnership, its partnership agreement and any other similar arrangements
      applicable to any partnership or other Equity Interests in the Person, (c)
      relative to each Person that is a limited liability company, its limited
      liability company agreement and any other similar arrangements applicable to
      such limited liability company or other Equity Interests in such Person, and
      (d)
      relative to any Person that is any other type of legal entity, such documents
      as
      shall be comparable to the foregoing.

     

    “Other
      List”
has
      the
      meaning assigned to such term in Section
      6.14.

     

    “Participant”
has
      the
      meaning assigned to such term in Section
      9.10(d).

     

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

     

    “Pension
      Plan”
means
      a
“pension plan,” as such term is defined in Section 3(2) of ERISA, which is
      subject to Title IV of ERISA (other than a Multiemployer Plan) and to which
      any
      Loan Party or any ERISA Affiliate may have liability, including any liability
      by
      reason of having been a substantial employer within the meaning of Section
      4063
      of ERISA at any time during the preceding five years, or by reason of being
      deemed to be a contributing sponsor under Section 4069 of ERISA.

     

    “Permitted
      Acquisition”
means
      any acquisition by a Borrower or a Subsidiary Loan Party of a Person, business
      or division relating to a business (or in the case of the acquisition of a
      Person, substantially all of such Person’s activities constitute a business
      permitted to be conducted by the Borrowers and their Subsidiaries in accordance
      with Section
      6.03)
      permitted to be conducted by the Borrowers and their Subsidiaries in accordance
      with Section
      6.03,
      provided
      that the
      following conditions are met: (a) immediately prior to, and after giving effect
      to, such acquisition (and any indebtedness incurred in connection therewith)
      on
      a pro forma basis as if such acquisition had been consummated on the first
      day
      of the immediately preceding Test Period, no Default shall have occurred and
      be
      continuing and the Borrowers shall have demonstrated compliance with the
      Financial Covenants, (b) at all times when the Total Net Leverage Ratio equals
      or exceeds 4.0 to 1.0, the total cash consideration (including any assumed
      Indebtedness) in respect of all Permitted Acquisitions shall not exceed $250.0
      million in the aggregate (the “Acquisition
      Limit”)
      following the Effective Date (it being understood that, (1) to the extent that
      Available Proceeds are available, the Borrowers may also elect to expend such
      Available Proceeds pursuant to Section
      6.04(xi)
      and (2)
      to the extent that Cumulative Available Cash is available, the Borrowers may
      also elect to expend such Cumulative Available Cash pursuant to Section
      6.04(xiv));
      provided,
      however,
      that
      the Acquisition Limit shall not apply to any acquisition or series of
      acquisitions (A) which causes the Total Net Leverage Ratio calculated on a
      pro
      forma basis (and after giving effect to any indebtedness incurred in connection
      with such acquisition) to be lower than the Total Net Leverage Ratio calculated
      immediately prior to giving effect to such acquisition (and such indebtedness)
      or (B) which is consummated at any time when the Total Net Leverage Ratio is
      less than 4.0 to 1.0; (c) any Person acquired in such acquisition becomes a
      Subsidiary Loan Party and grants a security interest in its assets to the extent
      required by Section
      5.11
      or if
      such acquisition consists of Property other than Equity Interests of a Person
      that becomes a Subsidiary, the Borrowers or the Subsidiary Loan Parties
      acquiring such Property comply with Section
      5.11;
      (d)
      such acquisition was not commenced or at any time conducted as a “hostile”
transaction; and (e) the Borrowers or such Subsidiary Loan Party shall give
      fifteen (15) days prior written notice to the Administrative Agent of such
      acquisition.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Asset Swap”
means
      a
      transfer of assets consisting primarily of local exchange carrier access lines
      and related assets by a Loan Party in which the consideration received therefrom
      consists of assets consisting primarily of local exchange carrier access lines
      and related assets (other than cash) that will be used in its business;
provided
      that (a)
      the fair market value (as determined in good faith by the board of directors
      of
      such Loan Party) of the assets so transferred shall not exceed the fair market
      value (determined as provided in the preceding parenthetical) of the assets
      so
      received and (b) the fair market value (as determined in good faith by the
      board
      of directors of such Loan Party) of the assets transferred pursuant to all
      such
      transactions following the Effective Date shall not exceed (determined solely
      as
      of the date of any transfer) 15% of consolidated tangible assets (as shown
      on
      the consolidated balance sheet of Holdings most recently delivered to the
      Lenders and the Administrative Agent pursuant to Section
      5.01).

     

    “Permitted
      Holders”
means
      (a) any of Richard A. Lumpkin, his spouse, ancestors, siblings, descendants
      (including children or grandchildren by adoption) and the descendants of any
      of
      his siblings; (b) in the event of the incompetence or death of any of the
      Persons described in clause (a), such Person’s estate, executor, administrator,
      committee or other personal representative, in each case who at any particular
      date shall beneficially own or have the right to acquire, directly or
      indirectly, Equity Interests of Holdings; (c) any trust created for the benefit
      of the Persons described in clause (a) or (b) or any trust for the benefit
      of
      any such trust; or (d) any investment entity a majority of the voting Equity
      Interests of which are owned by any of the Persons described in clause (a),
      (b)
      or (c).

     

    “Permitted
      Investments”
      means:

     

    (a) marketable
      direct obligations issued by, or unconditionally guaranteed by, the United
      States Government or issued by any agency or instrumentality thereof and backed
      by the full faith and credit of the United States of America, in each case
      maturing within one year from the date of acquisition thereof;

     

    (b) marketable
      direct obligations issued by any State of the United States of America or any
      political subdivision of any such State or any public instrumentality thereof
      maturing within one year from the date of acquisition thereof and, at the time
      of acquisition, having one of the two highest ratings obtainable from either
      S&P or Moody’s;

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (c) commercial
      paper maturing no more than nine months from the date of creation thereof and,
      at the time of acquisition, having a rating of at least A-1 from S&P or at
      least P-1 from Moody’s;

     

    (d) time
      deposits, demand deposits, certificates of deposit, Eurodollar time deposits
      or
      bankers’ acceptances maturing within one year from the date of acquisition
      thereof or overnight bank deposits, in each case, issued by any bank organized
      under the laws of the United States of America or any State thereof or the
      District of Columbia or any U.S. branch of a foreign bank having at the date
      of
      acquisition thereof combined capital and surplus of not less than $500.0
      million;

     

    (e) repurchase
      obligations with a term of not more than 90 days for underlying securities
      of
      the types described in clause (a) above entered into with any bank meeting
      the
      qualifications specified in clause (d) above;

     

    (f) investments
      in money market funds which invest substantially all their assets in securities
      of the types described in clauses (a) through (e) above; 

     

    (g) demand
      deposits with First Mid-Illinois Bank & Trust, N.A., Mattoon, Illinois;


     

    (h) repurchase
      obligations with a term of not more than 90 days for underlying securities
      of
      the types described in clause (a) above (which repurchase obligations are
      secured by the underlying security) entered into with First Mid-Illinois Bank
      & Trust, N.A., Mattoon, Illinois; and

     

    (i) investments
      in so-called “auction rate securities” rated AAA by S&P or Aaa by Moody’s
      and which have an interest rate reset date not more than 90 days from the date
      of acquisition thereof.

     

    “Permitted
      Lien”
has
      the
      meaning assigned to such term in Section
      6.02.

     

    “Permitted
      Refinancing”
shall
      mean, with respect to any Indebtedness, any refinancing thereof; provided,
      however,
      that
      (a) no Default shall have occurred and be continuing or would arise therefrom,
      (b) any such refinancing Indebtedness shall (i) either (x) not have covenants,
      defaults, rights or remedies more burdensome in the aggregate to the obligor
      than the Indebtedness being refinanced or (y) not have covenants, defaults,
      rights or remedies more burdensome than the corresponding provisions of this
      Agreement, (ii) not have a stated maturity or Weighted Average Life to Maturity
      that is shorter than the Indebtedness being refinanced, (iii) be at least as
      subordinate to the Obligations as the Indebtedness being refinanced (and
      unsecured if the refinanced Indebtedness is unsecured), (iv) not require the
      payment of cash interest earlier than was required by the terms of the
      Indebtedness being refinanced, and (v) except in the case of a refinancing
      of
      Indebtedness of the type referred to in Section
      6.01(a)(ii)
      to the
      extent the excess principal amount could be incurred pursuant to Section
      6.01(a)(xviii),
      be in
      an initial principal amount that does not exceed the principal amount so
      refinanced, plus all accrued and unpaid interest thereon, plus any reasonable
      premium and other payments required to be paid in connection with such
      refinancing (as determined by the Borrower Representative), plus in either
      case,
      the amount of reasonable expenses of the Loan Parties or any of their
      Subsidiaries incurred in connection with such refinancing, and (c) the sole
      obligors and/or guarantors on such refinancing Indebtedness shall be the
      obligors and/or guarantors on such Indebtedness being refinanced.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Person”
means
      any natural person, corporation, trust, joint venture, association, company,
      partnership, limited liability company or government, or any agency or political
      subdivision thereof.

     

    “Plan”
means
      any Pension Plan or Welfare Plan.

     

    “Post-Closing
      Agreement”
means
      the Agreement Regarding Post-Closing Matters, dated as of December 31, 2007
      by
      and among Holdings, the Borrowers and the Administrative Agent.

     

    “PPUC”
means
      the Pennsylvania Public Utilities Commission and any successor organization
      performing similar regulatory functions.

     

    “Preferred
      Stock”
means,
      with respect to any Person, any and all preferred or preference Equity Interests
      (however designated) of such Person whether or not outstanding or issued on
      the
      Effective Date.

     

    “Prepayment
      Date”
has
      the
      meaning assigned to such term in Section
      2.05(e).

     

    “Prior
      Liens”
shall
      mean, with respect to each Mortgaged Property, the exceptions to title described
      in the Title Policy insuring the Lien of the Mortgage thereon.

     

    “Pro
      Rata Percentage”
of
      any
      Revolving Lender at any time means the percentage of the aggregate Available
      Revolving Credit Commitment represented by such Lender’s Available Revolving
      Credit Commitment.

     

    “Projected
      Financial Statements”
has
      the
      meaning assigned to such term in Section
      3.15(b).

     

    “Property”
means
      any right, title or interest in or to property or assets of any kind whatsoever,
      whether real, personal or mixed and whether tangible or intangible and including
      any ownership interests of any Person.

     

    “Proposed
      Reorganization”
means
      a
      reorganization of Holdings and its Subsidiaries pursuant to which any Borrower
      may merge with and into Holdings, provided
      that:

     

    (a) after
      giving effect to the reorganization, (A) at least one Borrower shall continue
      to
      exist and remain directly liable for the Obligations and (B) the Borrowers
      shall
      own, directly or indirectly, the same percentage of the Equity Interests of
      the
      remaining Subsidiaries after giving effect to the reorganization as were owned
      by the Borrowers prior to giving effect the reorganization; 

     

    (b) Holdings
      shall survive and shall continue to Guarantee the Obligations and own all of
      the
      Equity Interests of the remaining Borrowers;

     

    (c)
       none
      of
      the outstanding Indebtedness of Holdings shall become recourse to any of the
      remaining Borrowers or their Subsidiaries as a result of such reorganization;
      and 

     

    (d) the
      terms
      and conditions of such reorganization shall be reasonably acceptable to the
      Administrative Agent.

     

    “Real
      Property”
means
      all right, title and interest of Holdings or any of its respective Domestic
      Subsidiaries in and to a parcel of real property owned, leased or operated
      (including, without limitation, any leasehold estate) by any Loan Party or
      any
      of its respective Domestic Subsidiaries together with, in each case, all
      improvements and appurtenant fixtures, equipment, personal property, easements
      and other property and rights incidental to the ownership, lease or operation
      thereof.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “Refinancing”
means,
      collectively, (a) the financing of a portion of the consideration for the Merger
      and (b) the repayment of all Indebtedness of the Target and its Subsidiaries
      and
      of Holdings and its Subsidiaries other than Indebtedness to remain
      outstanding.

     

    “Register”
has
      the
      meaning assigned to such term in Section
      9.10(c).

     

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

     

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

     

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

     

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

     

    “Remedial
      Action”
means
      (a) “remedial action” as such term is defined in CERCLA, 42 U.S.C. Section
      9601(24), and (b) all other actions required by any Governmental Authority
      or
      voluntarily undertaken to: (i) clean up, remove, treat, abate or otherwise
      take
      corrective action to address any Hazardous Material in the Environment; (ii)
      prevent the Release or threat of Release, or minimize the further Release of
      any
      Hazardous Material so it does not migrate or endanger or threaten to endanger
      public health, welfare or the Environment; or (iii) perform studies and
      investigations in connection with, or as a precondition to, (i) or (ii)
      above.

     

    “Requirement
      of Law”
means,
      as to 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 assets or to which
      such
      Person or any of its property or assets is subject.

     

    “Requisite
      Class Lenders”
means,
      at any time of determination:

     

    (a)
       for
      the
      Class of Term Lenders, Term Lenders holding more than fifty percent (50%) of
      the
      aggregate Term Loans of all Term Lenders (provided that, solely for the purposes
      of this definition, with respect to the Delayed Draw Term Loans, prior to the
      Delayed Draw Term Loan Funding Date, the aggregate amount of the Delayed Draw
      Term Loan Commitment shall be deemed to be “outstanding”); provided
      that if
      any single Term Lender, together with its Affiliates (collectively for the
      purpose of this definition, an “Affiliated
      Term Lender Group”),
      holds
      more than fifty
      percent (50%) of the aggregate Term Loans of all Term Lenders (subject to the
      parenthetical above),
      then
      Requisite Class Lenders for the purpose of this clause (a) shall be comprised
      of
      no less than (i) the Affiliated Term Lender Group plus
      (ii) the
      lesser of (A) three (3) other Term Lenders and (B) all other Term Lenders (it
      being agreed that if there are no other Term Lenders, then the Affiliated Term
      Lender Group shall comprise Requisite Class Lenders for the purpose of this
      clause (a)); and
      

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (b)
       for
      the
      Class of Revolving Lenders, Revolving Lenders holding more than fifty percent
      (50%) of the aggregate outstanding amount of the Revolving Credit Commitments
      or, after the Revolving Credit Maturity Date, the Revolving Credit Exposure
      of
      all Revolving Lenders; provided
      that if
      any single Revolving Lender, together with its Affiliates (collectively for
      the
      purpose of this definition, an “Affiliated
      Revolving Lender Group”),
      holds
      more than fifty
      percent (50%) of the aggregate outstanding amount of the Revolving Credit
      Commitments or, after the Revolving Credit Maturity Date, the Revolving Credit
      Exposure of all Revolving Lenders,
      then
      Requisite Class Lenders for the purpose of this clause (b) shall be comprised
      of
      no less than (i) the Affiliated Lender Group plus
      (ii) the
      lesser of (A) two (2) other Revolving Lenders and (B) all other Revolving
      Lenders (it being agreed that if there are no other Revolving Lenders, then
      the
      Affiliated Revolving Lender Group shall comprise Requisite Class Lenders for
      the
      purpose of this clause (b)). 

     

    “Requisite
      Delayed Draw Term Loan Lenders”
means,
      at any time, Delayed Draw Term Lenders having more than fifty percent (50%)
      of
      the aggregate amount of the Delayed Draw Term Loan Commitment; provided
      that if
      any single Delayed Draw Term Lender, together with its Affiliates (collectively
      for the purpose of this definition, an “Affiliated
      Lender Group”),
      holds
      more than fifty
      percent (50%) of the aggregate amount of the Delayed Draw Term Loan
      Commitment,
      then
      Requisite Delayed Draw Term Loan Lenders shall be comprised of no less than
      (i)
      the Affiliated Lender Group plus
      (ii) the
      lesser of (A) three (3) other Delayed Draw Term Loan Lenders and (B) all other
      Delayed Draw Term Loan Lenders (it being agreed that if there are no other
      Delayed Draw Term Loan Lenders, then the Affiliated Lender Group shall comprise
      Requisite Delayed Draw Term Loan Lenders). 

     

    “Requisite
      Lenders”
means,
      at any time, Lenders having more than fifty percent (50%) of the sum of (a)
      the
      aggregate amount of the Revolving Credit Commitments or, after the Revolving
      Credit Maturity Date, the Revolving Credit Exposure, and (b) the aggregate
      outstanding amount of all Term Loans (provided that, solely for the purposes
      of
      this definition, with respect to the Delayed Draw Term Loans, prior to the
      Delayed Draw Term Loan Funding Date, the aggregate amount of the Delayed Draw
      Term Loan Commitment shall be deemed to be “outstanding”); provided
      that if
      any single Lender, together with its Affiliates (collectively for the purpose
      of
      this definition, an “Affiliated
      Lender Group”),
      holds
      more than fifty
      percent (50%) of the sum of (a) the aggregate amount of the Revolving Credit
      Commitments or, after the Revolving Credit Maturity Date, the Revolving Credit
      Exposure, and (b) the aggregate outstanding amount of all Term Loans,
      then
      Requisite Lenders shall be comprised of no less than (i) the Affiliated Lender
      Group plus
      (ii) the
      lesser of (A) five (5) other Lenders and (B) all other Lenders (it being agreed
      that if there are no other Lenders, then the Affiliated Lender Group shall
      comprise Requisite Lenders). 

     

    “Requisite
      Revolving Lenders”
means,
      collectively, Revolving Lenders having more than fifty percent (50%) of the
      aggregate outstanding amount of the Revolving Credit Commitments or, after
      the
      Revolving Credit Maturity Date, the Revolving Credit Exposure; provided
      that if
      any single Revolving Lender, together with its Affiliates (collectively for
      the
      purpose of this definition, an “Affiliated
      Lender Group”),
      holds
      more than fifty
      percent (50%) of the aggregate outstanding amount of the Revolving Credit
      Commitments or, after the Revolving Credit Maturity Date, the Revolving Credit
      Exposure,
      then
      Requisite Revolving Lenders shall be comprised of no less than (i) the
      Affiliated Lender Group plus
      (ii) the
      lesser of (A) two (2) other Revolving Lenders and (B) all other Revolving
      Lenders (it being agreed that if there are no other Revolving Lenders, then
      the
      Affiliated Lender Group shall comprise Requisite Revolving Lenders).


     

    “Restricted
      Payment”
means
      any direct or indirect dividend or other distribution (whether in cash,
      securities or other property) with respect to any Equity Interests or Equity
      Rights in Holdings or any of its Subsidiaries, or any payment (whether in cash,
      securities or other property), including any sinking fund or similar deposit,
      on
      account of the purchase, redemption, retirement, acquisition, cancellation
      or
      termination of any Equity Interests or Equity Rights in Holdings or any of
      its
      Subsidiaries.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    “Revolving
      Credit Borrowing”
means
      a
      Borrowing comprised of Revolving Loans.

     

    “Revolving
      Credit Borrowing Request”
means
      a
      Borrowing Request in connection with a Revolving Credit Borrowing.

     

    “Revolving
      Credit Commitment”
means,
      with respect to each Revolving Lender, the commitment of such Revolving Lender
      to make Revolving Loans and to acquire participations in Letters of Credit
      and
      Swingline Loans hereunder, expressed in each case as an amount representing
      the
      maximum principal amount of such Revolving Lender’s Revolving Credit Exposure
      hereunder, as the same may be reduced from time to time pursuant to the
      provisions of this Agreement. The aggregate amount of the Revolving Lenders’
Revolving Credit Commitments as of the Effective Date is $50.0
      million.

     

    “Revolving
      Credit Commitment Period”
means
      the period from and including the Effective Date to but not including the
      Revolving Credit Maturity Date or any earlier date on which the Revolving Credit
      Commitments to make Revolving Loans pursuant to Section
      2.01
      shall
      terminate as provided herein.

     

    “Revolving
      Credit Exposure”
means
      with respect to any Revolving Lender at any time, the sum of (a) the aggregate
      principal amount at such time of all outstanding Revolving Loans of such
      Revolving Lender, plus (b) such Revolving Lender’s LC Exposure at such time,
      plus (c) such Revolving Lender’s Commitment Percentage of the aggregate
      principal amount at such time of all outstanding Swingline Loans.

     

    “Revolving
      Credit Maturity Date”
means
      December 31, 2013.

     

    “Revolving
      Lender”
means
      a
      Lender with a commitment to make Revolving Loans or with any Revolving Credit
      Exposure, in its capacity as such.

     

    “Revolving
      Loans”
means
      the revolving loans made pursuant to clause (iii) of Section
      2.01(a).

     

    “S&P”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc. and any successor thereto.

     

    “Secured
      Parties”
has
      the
      meaning assigned to such term in the Collateral Agreement.

     

    “SDN
      List”
has
      the
      meaning assigned to such term in Section
      6.14.

     

    “SEC”
means
      the Securities and Exchange Commission.

     

    “Secured
      Hedging Provider”
means
      (a) any Person that (i) is a party to a Hedging Agreement in existence on the
      Closing Date with a Loan Party or any Subsidiary or (ii) entered into a Hedging
      Agreement with a Loan Party or any Subsidiary while such Person was or before
      such Person becomes a Lender or an Affiliate of a Lender, whether or not such
      Person at any time ceases to be a Lender or an Affiliate of a Lender, as the
      case may be, or (b) any assignee of any such Person described in clause (a)
      above, which shall be a Lender, an Affiliate of a Lender, or any other Person
      otherwise approved by the Administrative Agent (such approval not to be
      unreasonably withheld); provided
      that any
      Person that is a Secured Hedging Provider solely by virtue of clause (a)(i)
      above shall only be secured with respect to, and to the extent of, the
      obligations owed to it under the existing Hedging Agreement to which it is
      a
      party.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    “Secured
      Parties”
has
      the
      meaning assigned to such term in the Collateral Agreement.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Securities
      Collateral”
means
      all Collateral constituting “Certificated Securities” as defined in the
      Collateral Agreement.

     

    “Security
      Documents”
means
      the Collateral Agreement and the Mortgages executed by the Loan Parties and
      each
      other security agreement, collateral agreement or other instrument or document
      executed and delivered pursuant to Section
      5.11,
      5.12
      or
5.16
      to
      secure any of the Obligations.

     

    “Senior
      Note Documents”
shall
      mean the Senior Notes, the Senior Notes Indenture and all other material
      documents executed and delivered with respect to the Senior Notes or the Senior
      Notes Indenture, as in effect on the Effective Date and as the same may be
      modified, supplemented, restated and/or amended from time to time in accordance
      with the terms hereof and thereof.

     

    “Senior
      Note Redemption”
means
      the repurchase or redemption in full of the Senior Notes pursuant to
Section
      6.10(b)(iv).

     

    “Senior
      Notes”
means
      $200.0 million initial aggregate principal amount of 9.75% Senior Notes due
      2012
      (of which $130.0 million aggregate principal amount remains outstanding as
      of
      the Effective Date) of Holdings issued on April 14, 2004, including the senior
      notes to be issued pursuant to a registered exchange offer therefor as
      contemplated in the offering document for the Senior Notes.

     

    “Senior
      Notes Indenture”
shall
      mean the Indenture, dated as of April 14, 2004, between Holdings, Consolidated
      Communications Texas Holdings, Inc. and Wells Fargo Bank, N.A., as trustee,
      as
      in effect on the Effective Date and as the same may be modified, supplemented
      and/or amended from time to time in accordance with the terms hereof and
      thereof.

     

    “Solvent”
means,
      as to the Borrowers and their respective Subsidiaries on a particular date,
      that
      any such Person (a) has capital sufficient to carry on its business and
      transactions and all business and transactions in which it is about to engage
      and is able to pay its debts as they mature, (b) has assets having a value,
      both
      at fair valuation and at present fair saleable value, greater than the amount
      required to pay its probable liabilities (including contingencies), and (c)
      does
      not believe that it will incur debts or liabilities beyond its ability to pay
      such debts or liabilities as they mature.

     

    “Statutory
      Reserve Rate”
means
      a
      fraction (expressed as a decimal and rounded upwards, if necessary, to the
      next
      higher 1/100th
      of 1%)
      the numerator of which is the number one and the denominator of which is the
      number one minus the aggregate (expressed as a decimal and rounded upwards,
      if
      necessary, to the next higher 1/100th
      of 1%)
      of the maximum reserve percentages (including any marginal, special, emergency
      or supplemental reserves) expressed as a decimal established by any Governmental
      Authority of the United States or of the jurisdiction of such currency or any
      jurisdiction to which banks in such jurisdiction are subject for any category
      of
      deposits or liabilities customarily used to fund loans. Such reserve percentages
      shall include those imposed pursuant to such Regulation D. The Statutory Reserve
      Rate shall be adjusted automatically on and as of the effective date of any
      change in any reserve percentage.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    “Subject
      Payments”
means,
      for any period, the aggregate amount of any (a) Restricted Payment made pursuant
      to Section
      6.07(iii),
      (b)
      redemptions or repurchases of Indebtedness pursuant to Section
      6.10(b)(iii)
      or (c)
      Investments pursuant to Section
      6.04(xiv)
      during
      such period.

     

    “Subsidiary”
means,
      with respect to any Person, (a) any corporation of which more than 50% of the
      outstanding capital stock having ordinary voting power to elect a majority
      of
      the board of directors of such corporation (irrespective of whether at the
      time
      capital stock of any other class or classes of such corporation shall or might
      have voting power upon the occurrence of any contingency) is at the time
      directly or indirectly owned by such Person, by such Person and one or more
      other Subsidiaries of such Person, or by one or more other Subsidiaries of
      such
      Person; (b) any partnership of which more than 50% of the outstanding
      partnership interests having the power to act as a general partner of such
      partnership (irrespective of whether at the time any partnership interests
      other
      than general partnership interests of such partnership shall or might have
      voting power upon the occurrence of any contingency) are at the time directly
      or
      indirectly owned by such Person, by such Person and one or more other
      Subsidiaries of such Person, or by one or more other Subsidiaries of such
      Person; or (c) any other legal entity the accounts of which would or should
      be
      consolidated with those of such Person on a consolidated balance sheet of such
      Person prepared in accordance with GAAP. Unless otherwise indicated, when used
      in this Agreement, the term “Subsidiary” shall refer to a Subsidiary of the
      Borrowers.

     

    “Subsidiary
      Loan Party”
means
      each of the Borrowers’ Domestic Subsidiaries that guarantee the Obligations
      pursuant to the Guaranty Agreement.

     

    “Swingline
      Commitment”
means
      the commitment of the Swingline Lender to make Loans pursuant to Section
      2.04.

     

    “Swingline
      Exposure”
means,
      at any time, the aggregate principal amount of all Swingline Loans outstanding
      at such time. The Swingline Exposure of any Revolving Lender at any time shall
      be its Commitment Percentage of the total Swingline Exposure at such
      time.

     

    “Swingline
      Lender”
means
      Wachovia, in its capacity as lender of Swingline Loans.

     

    “Swingline
      Loan”
has
      the
      meaning assigned to such term in Section
      2.04(a).

     

    “Swingline
      Sublimit”
has
      the
      meaning assigned to such term as Section
      2.04(a).

     

    “Synergy
      Cost Savings”
shall
      mean cost savings identified on Schedule
      1.01(b),
      in an
      aggregate amount at any one time not to exceed the applicable amount set forth
      on Schedule
      1.01(b)
      (which
      in any event shall not exceed $6.9 million at any one time), to be realized
      by
      the Loan Parties in connection with the Merger and which are attributable to
      the
      integration of the operations and businesses of the Borrowers and their
      respective Subsidiaries, on the one hand, and the Target and its Subsidiaries,
      on the other hand.

     

    “Taking”
means
      any taking of any Property of Holdings or any of its Subsidiaries or any portion
      thereof, in or by condemnation or other eminent domain proceedings pursuant
      to
      any law, general or special, or by reason of the temporary requisition or use
      of
      any Property of Holdings or any Subsidiary or any portion thereof, by any
      Governmental Authority.

     

    “Target”
has
      the
      meaning assigned to such term in the preamble to this Agreement.

     

    “Taxes”
has
      the
      meaning assigned to such term in Section
      2.16(a).
      

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    “Term
      Borrowing”
means,
      as applicable, (a) an Initial Term Borrowing, (b) a Delayed Draw Term Borrowing
      or (c) an Incremental Term Borrowing. 

     

    “Term
      Borrowing Request”
means
      a
      Borrowing Request in connection with a Term Borrowing.

     

    “Term
      Lenders”
means
      the collective reference to the Initial Term Lenders, the Delayed Draw Term
      Lenders and, without duplication, the Incremental Term Lenders.

     

    “Term
      Loan Commitments”
means
      the collective reference to the Initial Term Loan Commitments, the Delayed
      Draw
      Term Loan Commitments and the Incremental Term Commitments. 

     

    “Term
      Loan Commitments Increase Effective Date”
shall
      have the meaning assigned to such term in Section
      2.21(b).

     

    “Term
      Loan Maturity Date”
means
      December 31, 2014.

     

    “Term
      Loans”
means
      the collective reference to the Initial Term Loans, the Delayed Draw Term Loans
      and the Incremental Term Loans.

     

    “Terminated
      Lender”
has
      the
      meaning assigned thereto in Section
      2.20.

     

    “Termination
      Value”
means,
      in respect of any one or more Hedging Agreements, after taking into account
      the
      effect of any legally enforceable netting agreement relating to such Hedging
      Agreements, (a) for any date on or after the date such Hedging Agreements have
      been closed out and termination value(s) determined in accordance therewith,
      such termination value(s), and (b) for any date prior to the date referenced
      in
      clause (a), the amount(s) determined as the mark-to-market value(s) for such
      Hedging Agreements, as determined based upon one or more mid-market or other
      readily available quotations provided by any recognized dealer in such Hedging
      Agreements (which may include a Lender or any Affiliate of a
      Lender).

     

    “Test
      Period”
means
      the four consecutive complete Fiscal Quarters of Holdings and its Subsidiaries
      then last ended as of each Fiscal Quarter end referred to in Sections
      6.11
      and
6.12
      or
      otherwise indicated. Compliance with such covenants shall be tested, as of
      the
      end of each Test Period, on the date on which the financial statements pursuant
      to Section
      5.01(a)
      or
(b)
      have
      been, or should have been, delivered for the applicable fiscal
      period.

     

    “Title
      Company”
means
      Chicago Title or such other title insurance or abstract company as shall be
      approved by the Administrative Agent.

     

    “Title
      Policy”
means
      the title policy referred to in Section
      4.01(d)(ii).

     

    “Total
      Net Debt”
means,
      at any date, Consolidated Indebtedness as of such date, net of the lesser of
      (a)
      the amount of cash and cash equivalents in excess of $5.0 million reflected
      on a
      consolidated balance sheet of Holdings as of such date other than any such
      amount that would be classified, in accordance with GAAP, as “restricted cash”
(and excluding the cash and cash equivalents of any Subsidiary that is not
      a
      Loan Party to the extent such Subsidiary would be prohibited on such date from
      distributing such cash to a Loan Party) and (b) $25.0 million.

     

    “Total
      Net Leverage Ratio”
means,
      at any date, the ratio of (a) Total Net Debt as of such date to (b) Consolidated
      EBITDA for the Test Period most recently ended. 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    “Total
      Revolving Credit Commitment”
means,
      at any time, the aggregate amount of the Revolving Credit Commitments, as in
      effect at such time.

     

    “TPUC”
means
      the Texas Public Utilities Commission and any successor organization performing
      similar regulatory functions.

     

    “Trade
      Date”
has
      the
      meaning assigned thereto in the Assignment and Assumption.

     

    “Transactions”
means
      the Financing Transactions and the Merger.

     

    “Transferee”
has
      the
      meaning assigned thereto in Section
      2.16(a).

     

    “Trigger
      Date”
means
      the date on which a Compliance Certificate for the first full Fiscal Quarter
      ending after the Effective Date shall have been received by the Administrative
      Agent pursuant to Section
      5.01(b)
      or
(c).

     

    “TXU
      Borrower”
has
      the
      meaning ascribed to such term in the preamble to this Agreement.

     

    “Type,”
when
      used in respect of any Loan or Borrowing, refers to the Rate by reference to
      which interest on such Loan or on the Loans comprising such Borrowing is
      determined. For purposes hereof, “Rate”
shall
      include the Adjusted LIBO Rate and the Alternate Base Rate.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect in the applicable state or
      jurisdiction.

     

    “Unrefunded
      Swingline Loans”
has
      the
      meaning assigned thereto in Section
      2.04(c).

     

    “Wachovia”
means
      Wachovia Bank, National Association, a national banking association, and its
      successors.

     

    “Weighted
      Average Life to Maturity”
shall
      mean, when applied to any Indebtedness at any date, the number of years obtained
      by dividing (a) the original aggregate principal amount of such Indebtedness
      into (b) the sum of the total of the products obtained by multiplying (i) the
      amount of each scheduled installment, sinking fund, serial maturity or other
      required payment of principal including payment at final maturity, in respect
      thereof, by (ii) the number of years (calculated to the nearest one-twelfth)
      which will elapse between such date and the making of such payment.

     

    “Welfare
      Plan”
means
      a
“welfare plan,” as such term is defined in Section 3(1) of ERISA, that is
      maintained or contributed to by a Loan Party or any Subsidiary or with respect
      to which a Loan Party or any Subsidiary could incur liability.

     

    “Withdrawal
      Liability”
means
      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
      1 of
      Subtitle E of Title IV of ERISA.

     

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

     

    
      
        
        

      

      
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    Section
      1.03 Terms
      Generally.
      (a)
      The
      definitions in Section
      1.01
      shall
      apply equally to both the singular and plural forms of the terms defined.
      Whenever the context may require, any pronoun shall include the corresponding
      masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.”
All references herein to Articles, Sections, Exhibits and Schedules shall be
      deemed references to Articles and Sections of, and Exhibits and Schedules to,
      this Agreement unless the context shall otherwise require. Except as otherwise
      expressly provided herein, (i) any reference in this Agreement to any Loan
      Document means such document as amended, restated, supplemented or otherwise
      modified from time to time and (ii) all terms of an accounting or financial
      nature shall be construed in accordance with GAAP, as in effect from time to
      time; provided
      that for
      purposes of determining compliance with the covenants contained in Article
      VI,
      all
      accounting terms herein shall be interpreted and all accounting determinations
      hereunder shall be made in accordance with GAAP as in effect on the Effective
      Date and applied on a basis consistent with the application used in the
      financial statements referred to in Section
      3.05.

     

    (b) If
      any
      payment under this Agreement or any other Loan Document shall be due on any
      day
      that is not a Business Day, the date for payment shall be extended to the next
      succeeding Business Day, and in the case of any payment accruing interest,
      interest thereon shall be paid for the period of such extension.

     

    Section
      1.04 UCC
      Terms.
      Terms
      defined in the UCC in effect on the Effective Date and not otherwise defined
      herein shall, unless the context otherwise indicates, have the meanings provided
      by those definitions. Subject to the foregoing, the term “UCC”
refers,
      as of any date of determination, to the UCC then in effect.

     

    Section
      1.05 Rounding.
      Any
      financial ratios required to be maintained by the Borrowers pursuant to this
      Agreement shall be calculated by dividing the appropriate component by the
      other
      component, carrying the result to one place more than the number of places
      by
      which such ratio is expressed herein and rounding the result up or down to
      the
      nearest number (with a rounding-up if there is no nearest number).

     

    Section
      1.06 References
      to Agreement and Laws.
      Unless
      otherwise expressly provided herein, (a) references to formation documents,
      governing documents, agreements (including the Loan Documents) and other
      contractual instruments shall be deemed to include all subsequent amendments,
      restatements, extensions, supplements and other modifications thereto, but
      only
      to the extent that such amendments, restatements, extensions, supplements and
      other modifications are not prohibited by any Loan Document; and (b) references
      to any Applicable Law shall include all statutory and regulatory provisions
      consolidating, amending, replacing, supplementing or interpreting such
      Applicable Law.

     

    Section
      1.07 Times
      of Day.
      Unless
      otherwise specified, all references herein to times of day shall be references
      to Eastern time (daylight or standard, as applicable).

     

    Section
      1.08 Letter
      of Credit Amounts.
      Unless
      otherwise specified, all references herein to the amount of a Letter of Credit
      at any time shall be deemed to mean the maximum face amount of such Letter
      of
      Credit after giving effect to all increases thereof contemplated by such Letter
      of Credit, whether or not such maximum face amount is in effect at such
      time.

     

    
      
        
        

      

      
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    ARTICLE
      II

     

    THE
      CREDITS

     

    Section
      2.01 Credit
      Commitments.
      (a)
      Subject
      to the terms and conditions hereof:

     

    (i) Each
      Initial Term Lender severally agrees to make an Initial Term Loan in Dollars
      to
      the Borrowers on the Effective Date in a principal amount not to exceed each
      such Initial Lender’s Initial Term Loan Commitment.

     

    (ii) Each
      Delayed Draw Term Lender severally agrees to make a Delayed Draw Term Loan
      in
      Dollars to the Borrowers on the Delayed Draw Funding Date in a principal amount
      not to exceed each such Delayed Draw Lender’s Delayed Draw Term Commitment. If
      the Delayed Draw Term Loan Funding Date shall not have occurred on or prior
      to
      the Delayed Draw Funding Deadline, the Delayed Draw Term Loan Commitment of
      each
      Delayed Draw Lender shall terminate on the Delayed Draw Funding
      Deadline.

     

    (iii) Each
      Revolving Lender severally agrees to make Revolving Loans in Dollars to the
      Borrowers from time to time during the Revolving Credit Commitment Period.
      

     

    (b) Amounts
      repaid or prepaid in respect of Term Loans may not be reborrowed. During the
      Revolving Credit Commitment Period the Borrowers may use the Revolving Credit
      Commitments by borrowing, prepaying the Revolving Loans in whole or in part,
      and
      reborrowing, all in accordance with the terms and conditions hereof.
      Notwithstanding anything to the contrary contained in this Agreement, in no
      event may Revolving Loans be borrowed under this Article
      II
      if,
      after giving effect thereto (and to any concurrent repayment or prepayment
      of
      Loans), (i) the Aggregate Revolving Credit Exposure would exceed the Total
      Revolving Credit Commitment then in effect or (ii) the Revolving Credit Exposure
      of any Revolving Lender would exceed such Revolving Lender’s Revolving Credit
      Commitment.

     

    (c) The
      Revolving Loans and the Term Loans may from time to time be (i) Eurodollar
      Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the
      Borrower Representative and notified to the Administrative Agent in accordance
      with Sections
      2.02
      and
2.03.

     

    (d) Each
      Loan
      (other than a Swingline Loan) shall be made as part of a Borrowing consisting
      of
      Loans of the same Class and Type made by the Lenders ratably in accordance
      with
      their respective Commitments of the applicable Class. The failure of any Lender
      to make any Loan required to be made by it shall not relieve any other Lender
      of
      its obligations hereunder; provided
      that the
      Commitments of the Lenders are several and no Lender shall be responsible for
      any other Lender’s failure to make Loans as required.

     

    Section
      2.02 Procedure
      for Borrowing.
      (a)
      The
      Borrowers may borrow under the Revolving Credit Commitments or the Term Loan
      Commitments (other than an Incremental Term Loan Commitment) (subject, in each
      case, to the limitations in Section
      2.01(b))
      by the
      Borrower Representative giving the Administrative Agent notice substantially
      in
      the form of Exhibit
      A
      (a
“Borrowing
      Request”),
      which
      notice must be received by the Administrative Agent prior to (a) 11:00 a.m.,
      three Business Days prior to the requested Borrowing Date, in the case of a
      Eurodollar Borrowing, or (b) 11:00 a.m., on the Business Day prior to the
      requested Borrowing Date, in the case of an ABR Borrowing. The Borrowing Request
      for each Borrowing shall specify (i) whether the requested Borrowing is to
      be a
      Revolving Credit Borrowing, an Initial Term Borrowing or a Delayed Draw Term
      Borrowing, (ii) the amount to be borrowed, (iii) the requested Borrowing Date
      (which must be the Effective Date in the case of a Initial Term Loan or the
      Delayed Draw Term Loan Funding Date in the case of a Delayed Draw Term Loan),
      (iv) whether the Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if
      the
      Borrowing is to be of Eurodollar Loans, the length of the initial Interest
      Period therefor, and (vi) the location and number of the account to which funds
      are to be disbursed, which shall comply with the requirements of this Agreement.
      If no election as to the Type of Borrowing is specified, then the requested
      Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
      respect to any requested Eurodollar Borrowing, then the Borrower making such
      Borrowing Request shall be deemed to have selected an Interest Period of one
      month’s duration.

     

    
      
        
        

      

      
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    (b) Each
      Borrowing shall be in a minimum aggregate principal amount of (i) in the case
      of
      a Term Borrowing, $5.0 million or an integral multiple of $1.0 million in excess
      thereof (or, if not an integral multiple of $1.0 million, the aggregate amount
      of the Term Loan Commitments (other than the Incremental Term Loan Commitments))
      or (ii) in the case of a Revolving Credit Borrowing, $3.0 million or an integral
      multiple of $1.0 million in excess thereof (or, if less, the aggregate amount
      of
      the then Available Revolving Credit Commitments).

     

    (c) Upon
      receipt of an Initial Term Borrowing Request, the Administrative Agent shall
      promptly notify each Initial Term Lender of the aggregate amount of the Initial
      Term Borrowing and of the amount of such Initial Term Lender’s pro rata
      portion
      thereof. Each such Initial Term Lender will make its Initial Term Loan
      Commitment available to the Administrative Agent for the account of the
      Borrowers at the Administrative Agent’s Office prior to 10:00 a.m. on the
      Effective Date in funds immediately available to the Administrative Agent.
      Each
      Initial Term Loan shall be funded by each Initial Term Lender in a principal
      amount equal to such Initial Term Lender’s Initial Term Loan Commitment. Upon
      the funding by each Initial Term Lender of that portion of the Initial Term
      Loan
      to be funded by it, such Initial Term Lender’s Initial Term Loan Commitment
      shall terminate.

     

    (d) Upon
      receipt of a Delayed Draw Term Borrowing Request, the Administrative Agent
      shall
      promptly notify each Delayed Draw Term Lender of the aggregate amount of the
      Delayed Draw Term Borrowing and of the amount of such Delayed Draw Term Lender’s
pro rata
      portion
      thereof. Each such Delayed Draw Term Lender will make its Delayed Draw Term
      Loan
      Commitment available to the Administrative Agent for the account of the
      Borrowers at the Administrative Agent’s Office prior to 10:00 a.m. on the
      Delayed Draw Term Loan Funding Date in funds immediately available to the
      Administrative Agent. Each Delayed Draw Term Loan shall be funded by each
      Delayed Draw Term Lender in a principal amount equal to such Delayed Draw Term
      Lender’s Delayed Draw Term Loan Commitment. Upon the funding by each Delayed
      Draw Term Lender of that portion of the Delayed Draw Term Loan to be funded
      by
      it, such Delayed Draw Term Lender’s Delayed Draw Term Loan Commitment shall
      terminate.

     

    (e) Upon
      receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall
      promptly notify each Revolving Lender of the aggregate amount of such Revolving
      Credit Borrowing and of the amount of such Revolving Lender’s pro rata
      portion
      thereof, which shall be based on the respective Available Revolving Credit
      Commitments of all the Revolving Lenders. Each Revolving Lender will make the
      amount of its pro rata
      portion
      of each such Revolving Credit Borrowing available to the Administrative Agent
      for the account of the Borrowers at the Administrative Agent’s Office prior to
      1:00 p.m. on the Borrowing Date requested by the Borrower Representative in
      funds immediately available to the Administrative Agent. Amounts so received
      by
      the Administrative Agent will promptly be made available to the Borrower
      Representative by the Administrative Agent crediting the account of the Borrower
      Representative identified in the most recent notice substantially in the form
      of
Exhibit
      I
      (a
“Notice
      of Account Designation”)
      delivered by the Borrower Representative to the Administrative Agent with the
      aggregate of the amounts made available to the Administrative Agent by the
      Revolving Lenders and in like funds as received by the Administrative Agent;
      provided
      that if
      on the Borrowing Date of any Revolving Loans to be made to the Borrowers, any
      Swingline Loans made to the Borrowers or LC Disbursements for the account of
      the
      Borrowers shall be then outstanding, the proceeds of such Revolving Loans shall
      first be applied to pay in full such Swingline Loans or LC Disbursements, with
      any remaining proceeds to be made available to the Borrowers as provided above;
      and provided further
      that ABR
      Revolving Loans made to finance the reimbursement of an LC Disbursement as
      provided in Section
      2.06(e)
      shall be
      remitted by the Administrative Agent to the Issuing Bank.

     

    
      
        
        

      

      
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    Section
      2.03 Conversion
      and Continuation Options for Loans.
      (a)
      The
      Borrowers may elect from time to time to convert (i) Eurodollar Loans to ABR
      Loans, by the Borrower Representative giving the Administrative Agent
      irrevocable prior written notice of such election in the form attached as
Exhibit
      J
      (a
“Notice
      of Conversion/Continuation”)
      not
      later than 11:00 a.m. on the Business Day prior to a requested conversion or
      (ii) ABR Loans to Eurodollar Loans by the Borrower Representative giving the
      Administrative Agent a Notice of Conversion/Continuation not later than 11:00
      a.m. three Business Days prior to a requested conversion; provided
      that if
      any such conversion of Eurodollar Loans is made other than on the last day
      of an
      Interest Period with respect thereto, the Borrowers shall pay any amounts due
      to
      the Lenders pursuant to Section
      2.17
      as a
      result of such conversion. Any such Notice of Conversion/Continuation with
      respect to the conversion to Eurodollar Loans shall specify the length of the
      initial Interest Period or Interest Periods therefor. Upon receipt of any Notice
      of Conversion/Continuation the Administrative Agent shall promptly notify each
      Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR
      Loans
      may be converted as provided herein; provided
      that (i)
      no Loan may be converted into a Eurodollar Loan when any Default has occurred
      and is continuing, and (ii) no Loan may be converted into a Eurodollar Loan
      after the date that is one month prior to the Revolving Credit Maturity Date
      or
      the Term Loan Maturity Date, as applicable.

     

    (b) Any
      Eurodollar Loans may be continued as such upon the expiration of the then
      current Interest Period with respect thereto by the Borrower Representative
      giving prior notice to the Administrative Agent pursuant to a Notice of
      Conversion/Continuation, not later than 11:00 a.m. three Business Days prior
      to
      a requested continuation setting forth the length of the next Interest Period
      to
      be applicable to such Loans; provided
      that no
      Eurodollar Loan may be continued as such (i) when any Default has occurred
      and
      is continuing, and (ii) after the date that is one month prior to the Revolving
      Credit Maturity Date or the Term Loan Maturity Date, as applicable; and
provided,
      further,
      that if
      the Borrower Representative shall fail to give any required notice as described
      above in this Section
      2.03
      or if
      such continuation is not permitted pursuant to the preceding proviso, then
      such
      Loans shall be automatically converted to ABR Loans on the last day of such
      then
      expiring Interest Period (in which case the Administrative Agent shall notify
      the Borrowers of such conversion).

     

    (c) There
      shall be no more than ten (10) Interest Periods outstanding at any time with
      respect to the Eurodollar Loans made to the Borrowers.

     

    (d) This
      Section shall not apply to Swingline Loans.

     

    Section
      2.04 Swingline
      Loans.
      (a)
      Subject
      to the terms and conditions hereof, the Swingline Lender agrees to make
      swingline loans (individually, a “Swingline
      Loan”
and
      collectively, the “Swingline
      Loans”)
      to the
      Borrowers from time to time during the Revolving Credit Commitment Period in
      accordance with the procedures set forth in this Section
      2.04,
      provided
      that (i)
      the aggregate principal amount of all Swingline Loans shall not exceed $5.0
      million (the “Swingline
      Sublimit”)
      at any
      one time outstanding, (ii) the principal amount of any borrowing of Swingline
      Loans may not exceed the aggregate amount of the Available Revolving Credit
      Commitments of all Revolving Lenders immediately prior to such borrowing or
      result in the Aggregate Revolving Credit Exposure then outstanding exceeding
      the
      Total Revolving Credit Commitments then in effect, and (iii) in no event may
      Swingline Loans be borrowed hereunder if a Default shall have occurred and
      be
      continuing which shall not have been subsequently cured or waived. Amounts
      borrowed under this Section
      2.04
      may be
      repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed.
      All Swingline Loans shall at all times be ABR Loans. The Borrower Representative
      shall give the Administrative Agent notice of any Swingline Loan requested
      hereunder (which notice must be received by the Administrative Agent prior
      to
      11:00 a.m. on the requested Borrowing Date) specifying (A) the amount to be
      borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice,
      the
      Administrative Agent shall promptly notify the Swingline Lender of the aggregate
      amount of such borrowing. Not later than 2:00 p.m. on the Borrowing Date
      specified in such notice the Swingline Lender shall make such Swingline Loan
      available to the Administrative Agent for the account of the Borrowers at the
      Administrative Agent’s Office in funds immediately available to the
      Administrative Agent. Amounts so received by the Administrative Agent will
      promptly be made available to the Borrower Representative by the Administrative
      Agent crediting the account of the Borrower Representative identified in the
      most recent Notice of Account Designation with the amount made available to
      the
      Administrative Agent by the Swingline Lender (or, in the case of a Swingline
      Loan made to finance the reimbursement of an LC Disbursement as provided in
      Section
      2.06(e),
      by
      remittance to the Issuing Bank) and in like funds as received by the
      Administrative Agent. Each Borrowing pursuant to this Section
      2.04
      shall be
      in a minimum principal amount of $500,000 or an integral multiple of $100,000
      in
      excess thereof.

     

    
      
        
        

      

      
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    (b) Notwithstanding
      the occurrence of any Default or noncompliance with the conditions precedent
      set
      forth in Article
      IV
      or the
      minimum borrowing amounts specified in Section
      2.02,
      if any
      Swingline Loan shall remain outstanding at 10:00 a.m. on the seventh Business
      Day following the Borrowing Date thereof and if by such time on such seventh
      Business Day the Administrative Agent shall have received neither (i) a
      Borrowing Request delivered by the Borrower Representative pursuant to
Section
      2.02
      requesting that Revolving Loans be made pursuant to Section
      2.01
      on the
      immediately succeeding Business Day in an amount at least equal to the aggregate
      principal amount of such Swingline Loan, nor (ii) any other notice satisfactory
      to the Administrative Agent indicating the Borrowers’ intent to repay such
      Swingline Loan on the immediately succeeding Business Day with funds obtained
      from other sources, the Administrative Agent shall be deemed to have received
      a
      notice from the Borrower Representative pursuant to Section
      2.02
      requesting that ABR Revolving Loans be made pursuant to Section
      2.01
      on such
      immediately succeeding Business Day in an amount equal to the amount of such
      Swingline Loan, and the procedures set forth in Section
      2.02
      shall be
      followed in making such ABR Revolving Loans; provided
      that for
      the purposes of determining each Revolving Lender’s Pro Rata Percentage with
      respect to such Borrowing, the Swingline Loan to be repaid with the proceeds
      of
      such Borrowing shall be deemed to not be outstanding. The proceeds of such
      ABR
      Revolving Loans shall be applied to repay such Swingline Loan.

     

    (c) If,
      for
      any reason, ABR Revolving Loans may not be, or are not, made pursuant to
      paragraph (b) of this Section
      2.04
      to repay
      any Swingline Loan as required by such paragraph, effective on the date such
      ABR
      Revolving Loans would otherwise have been made, each Revolving Lender severally,
      unconditionally and irrevocably agrees that it shall, without regard to the
      occurrence of any Default, purchase a participating interest in such Swingline
      Loan (“Unrefunded
      Swingline Loan”)
      in an
      amount equal to the amount of the ABR Revolving Loan which would otherwise
      have
      been made pursuant to paragraph (b) of this Section
      2.04.
      Each
      Revolving Lender will immediately transfer to the Administrative Agent, in
      immediately available funds, the amount of its participation, and the proceeds
      of such participations shall be distributed by the Administrative Agent to
      the
      Swingline Lender. All payments by the Revolving Lenders in respect of Unrefunded
      Swingline Loans and participations therein shall be made in accordance with
      Section
      2.13.

     

    (d) Notwithstanding
      the foregoing, a Revolving Lender shall not have any obligation to acquire
      a
      participation in a Swingline Loan pursuant to the foregoing paragraphs if a
      Default shall have occurred and be continuing at the time such Swingline Loan
      was made and such Revolving Lender shall have notified the Swingline Lender
      in
      writing prior to the time such Swingline Loan was made, that such Default has
      occurred and that such Revolving Lender will not acquire participations in
      Swingline Loans made while such Default is continuing.

     

    
      
        
        

      

      
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    Section
      2.05 Optional
      and Mandatory Prepayments of Loans.
      (a)
      The
      Borrowers may at any time and from time to time prepay the Loans (subject to
      compliance with the terms of Section
      2.16),
      in
      whole or in part, upon irrevocable prior written notice by the Borrower
      Representative to the Administrative Agent substantially in the form of
Exhibit
      H
      (a
“Notice
      of Prepayment”)
      not
      later than 12:00 noon two Business Days prior to the date of such prepayment,
      specifying (i) the date and amount of prepayment, and (ii) the Class of Loans
      to
      be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or
      a
      combination thereof (including, in the case of Eurodollar Loans, the Borrowing
      to which such prepayment is to be applied and, if of a combination thereof,
      the
      amount allocable to each). A Notice of Prepayment received after 12:00 noon
      shall be deemed received on the next Business Day. Upon receipt of any Notice
      of
      Prepayment the Administrative Agent shall promptly notify each relevant Lender
      thereof. If any Notice of Prepayment is given, the amount specified in such
      Notice of Prepayment shall be due and payable on the date specified therein,
      together with accrued interest to such date on the amount prepaid. Partial
      prepayments of Loans (other than Swingline Loans) shall be in a minimum
      principal amount of $3.0 million or a whole multiple of $1.0 million in excess
      thereof (or, if less, the remaining outstanding principal amount thereof).
      Partial prepayments of Swingline Loans shall be in a minimum principal amount
      of
      $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the
      remaining outstanding principal amount thereof).

     

    (b) In
      the
      event and on such occasion that the Aggregate Revolving Credit Exposure exceeds
      the Total Revolving Credit Commitment, the Borrowers shall be obligated to
      immediately prepay Revolving Credit Borrowings or Swingline Borrowings (or,
      if
      no such Borrowings are outstanding, deposit cash collateral in the account
      established with the Administrative Agent pursuant to Section
      2.06(i))
      to the
      extent of such excess.

     

    (c) (i)
      If
      Holdings or any Subsidiary shall incur or permit the incurrence of any
      Indebtedness (including pursuant to debt securities which are convertible into,
      or exchangeable or exercisable for, any Equity Interest or Equity Rights) (other
      than Excluded Debt Issuances) (each, a “Debt
      Incurrence”),
      100%
      of the Net Proceeds thereof shall be applied immediately after receipt thereof
      toward the prepayment of Loans in accordance with Section
      2.05(d)
      below.

     

    (ii) If
      Holdings or any of its Subsidiaries shall receive Net Proceeds from any Asset
      Sale, an amount equal to 100% of such Net Proceeds shall be applied immediately
      after receipt thereof toward the prepayment of Loans in accordance with
Section
      2.05(d)
      below;
provided
      that (x)
      the Net Proceeds from Asset Sales permitted by Section
      6.05
      shall
      not be required to be applied as provided herein on such date if and to the
      extent that (1) no Default exists on the date of such Asset Sale or would arise
      as a result of such Asset Sale and (2) the Borrower Representative deliver
      an
      officers’ certificate to the Administrative Agent on or prior to the date of
      such Asset Sale stating that such Net Proceeds shall be reinvested in capital
      assets of the Borrowers or any of their Subsidiaries in each case within 270
      days following the date of such Asset Sale (which certificate shall set forth
      the estimates of the proceeds to be so expended), (y) all such Net Proceeds
      shall be held in the Collateral Account and released therefrom only in
      accordance with the terms of this Agreement and the other applicable Loan
      Documents, and (z) if all or any portion of such Net Proceeds not so applied
      as
      provided herein is not allocated to reinvestment in respect of a project that
      shall have been commenced, and for which binding contractual commitments have
      been entered into, prior to the end of such 270-day period, such remaining
      portion shall be applied on the last day of such period (or if any Net Proceeds
      allocated to such an investment on such 270th day shall cease to be so allocated
      or any such contractual commitment shall cease to be in effect and contractually
      committed, such remaining portion shall be applied on the date it ceases to
      be
      so allocated and contractually committed) to prepay the Loans pursuant to
Section
      2.05(d);
      provided,
      further,
      if the
      Property subject to such Asset Sale constituted Collateral under the Security
      Documents, then any capital assets purchased with the Net Proceeds
      thereof pursuant to this subsection shall be mortgaged or pledged, as the case
      may be, to the Administrative Agent, for its benefit and for the benefit of
      the
      other Secured Parties in accordance with Section
      5.11.

     

    
      
        
        

      

      
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    (iii) If
      Holdings or any of its Subsidiaries shall receive proceeds from insurance or
      condemnation recoveries in respect of any Destruction or any proceeds or awards
      in respect of any Taking, an amount equal to 100% of the Net Proceeds thereof
      shall be applied immediately after receipt thereof toward the prepayment of
      Loans in accordance with Section
      2.05(d)
      below;
provided
      that, if
      such Net Proceeds are from a Taking or Destruction of Property of ICTC, such
      prepayments may be deferred until such time as ICTC would be permitted at such
      time to make a distribution of such amount; provided,
      further,
      that
      (x) so long as no Default then exists or would arise therefrom, such Net
      Proceeds shall not be required to be so applied to the extent that the Borrower
      Representative delivers an officers’ certificate to the Administrative Agent
      promptly following the receipt of such Net Proceeds stating that such proceeds
      shall be used to (1) repair, replace or restore any Property in respect of
      which
      such Net Proceeds were paid or (2) fund the substitution of other Property
      used
      or usable in the business of the Borrowers or their Subsidiaries, in each case
      within 270 days following the date of the receipt of such Net Proceeds, (y)
      all
      such Net Proceeds shall be held in the Collateral Account and released therefrom
      only in accordance with the terms of this Agreement and the other applicable
      Loan Documents, and (z) if all or any portion of such Net Proceeds has not
      been
      allocated to reinvestment in respect of a project that shall have been
      commenced, and for which binding contractual commitments have been entered
      into,
      prior to the end of such 270-day period, such remaining portion shall be applied
      on the last day of such period (or if any Net Proceeds allocated and
      contractually committed to such an investment on such 270th day shall cease
      to
      be so allocated and contractually committed, such remaining portion shall be
      applied on the date it ceases to be so allocated and contractually committed)
      to
      prepay Loans pursuant to Section
      2.05(d);
      provided,
      further,
      if the
      Property subject to such Destruction or Taking constituted Collateral under
      the
      Security Documents, then any replacement or substitution Property purchased
      with
      the Net Proceeds thereof pursuant to this subsection shall be mortgaged or
      pledged, as the case may be, to the Administrative Agent, for its benefit and
      for the benefit of the other Secured Parties in accordance with Section
      5.11.

     

    (iv) Within
      10
      days of the delivery of financial statements and the related Compliance
      Certificate referred to in Sections
      5.01(a),
      (b)
      and
(c)
      that
      evidence a positive Excess Subject Payment Amount, the Borrowers shall apply
      an
      amount equal to 50% of such Excess Subject Payment Amount towards prepayment
      of
      Loans pursuant to Section
      2.05(d);
      provided
      that no
      such prepayment shall be required if as of the date of delivery of the most
      recent financial statements pursuant to Section
      5.01(a)
      or
(b)
      the
      Total Net Leverage Ratio was less than 3.0:1.0.

     

    (v) Within
      60
      days after the end of each Fiscal Quarter of Holdings ending during any Dividend
      Suspension Period, the Borrowers shall prepay Loans pursuant to Section
      2.05(d)
      in an
      aggregate amount equal to 50% of any increase in Available Cash during such
      Fiscal Quarter.

     

    The
      Borrower Representative shall give the Administrative Agent at least five (5)
      Business Days’ notice of any prepayment pursuant to this Section
      2.05(c).

     

    (d) Any
      prepayment of Loans pursuant to this Section
      2.05
      shall be
      applied first,
      to the
      Term Loans (pro rata
      on the
      basis of the original aggregate funded amount thereof among the Initial Term
      Loans, the Delayed Draw Terms Loans and, if applicable, any Incremental Term
      Loans) and second,
      to the
      extent of any excess, to reduce the Revolving Credit Commitments pursuant to
      Section
      2.11(c).
      Any
      such prepayment shall be applied first,
      to any
      ABR Loans then outstanding within the applicable Class and second,
      to the
      extent of any excess, to the Eurodollar Loans then outstanding within the
      applicable Class.

     

    
      
        
        

      

      
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    (e) If
      on any
      day on which Loans would otherwise be required to be prepaid pursuant to this
      Section
      2.05,
      but for
      the operation of this Section
      2.05(e)
      (each, a
“Prepayment
      Date”),
      the
      amount of such required prepayment exceeds the then outstanding aggregate
      principal amount of ABR Loans required to be prepaid, and no Default exists
      or
      is continuing, then on such Prepayment Date, (i) the Borrowers shall deposit
      funds into the Collateral Account in an amount equal to such excess, and only
      the outstanding ABR Loans required to be prepaid shall be required to be prepaid
      on such Prepayment Date, and (ii) on the last day of each Interest Period after
      such Prepayment Date in effect with respect to a Eurodollar Loan which is of
      the
      Type required to be prepaid, the Administrative Agent is irrevocably authorized
      and directed by each Borrower to apply funds from the Collateral Account (and
      liquidate investments held in the Collateral Account as necessary) to prepay
      such Eurodollar Loans for which the Interest Period is then ending to the extent
      funds are available in the Collateral Account.

     

    Section
      2.06 Letters
      of Credit.

     

    (a) General.
      Subject
      to the terms and conditions set forth herein, the Borrower Representative may
      request the issuance of Letters of Credit for the account of Holdings or any
      of
      its Subsidiaries, in a form reasonably acceptable to the Administrative Agent
      and the Issuing Bank, at any time and from time to time during the Revolving
      Credit Commitment Period. In the event of any inconsistency between the terms
      and conditions of this Agreement and the terms and conditions of any form of
      letter of credit application or other agreement submitted by the Borrowers
      to,
      or entered into by the Borrower Representative with, the Issuing Bank relating
      to any Letter of Credit, the terms and conditions of this Agreement shall
      control.

     

    (b) Notice
      of Issuance, Amendment, Renewal, Extension; Certain Conditions.
      To
      request the issuance of a Letter of Credit (or the amendment, renewal or
      extension of an outstanding Letter of Credit), the Borrower Representative
      shall
      hand deliver or telecopy (or transmit by electronic communication, if
      arrangements for doing so have been approved by the Issuing Bank) to the Issuing
      Bank and the Administrative Agent (reasonably in advance of the requested date
      of issuance, amendment, renewal or extension) a notice requesting the issuance
      of a Letter of Credit, or identifying the Letter of Credit to be amended,
      renewed or extended, and specifying the date of issuance, amendment, renewal
      or
      extension (which shall be a Business Day), the date on which such Letter of
      Credit is to expire (which shall comply with paragraph (c) of this Section),
      the
      amount of such Letter of Credit, the name and address of the beneficiary
      thereof, the name of the Person (which must be Holdings or a Subsidiary of
      Holdings) for whose account such Letter of Credit is to be issued, and such
      other information as shall be necessary to prepare, amend, renew or extend
      such
      Letter of Credit. If requested by the Issuing Bank, the Borrowers also shall
      submit a letter of credit application on the Issuing Bank’s standard form in
      connection with any request for a Letter of Credit. A Letter of Credit shall
      be
      issued, amended, renewed or extended only if (and upon issuance, amendment,
      renewal or extension of each Letter of Credit the Borrowers shall be deemed
      to
      represent and warrant that), after giving effect to such issuance, amendment,
      renewal or extension, (i) the LC Exposure shall not exceed $10.0 million and
      (ii) the Aggregate Revolving Credit Exposure shall not exceed the Total
      Revolving Credit Commitment. With respect to any Letter of Credit which contains
      any “evergreen” automatic renewal provision, the Issuing Bank shall be deemed to
      have consented to any such extension or renewal provided that all of the
      requirements of this Section
      2.06
      are met
      and no Default exists.

     

    (c) Expiration
      Date.
      Each
      Letter of Credit shall expire at or prior to the close of business on the
      earlier of (i) the date one year after the date of the issuance of such Letter
      of Credit (or, in the case of any renewal or extension thereof, one year after
      such renewal or extension) and (ii) the date that is five Business Days prior
      to
      the Revolving Credit Maturity Date.

     

    
      
        
        

      

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

     

    (e) Reimbursement.
      If the
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      the Borrowers shall reimburse such LC Disbursement by paying to the
      Administrative Agent an amount equal to such LC Disbursement not later than
      12:00 noon on the date that such LC Disbursement is made, if the Borrower
      Representative shall have received notice of such LC Disbursement prior to
      10:00
      a.m. on such date, or, if such notice has not been received by the Borrower
      Representative prior to such time on such date, then not later than 12:00 noon
      on (i) the Business Day that the Borrower Representative receives such notice,
      if such notice is received prior to 10:00 a.m. on the day of receipt, or (ii)
      the Business Day immediately following the day that the Borrower Representative
      receives such notice, if such notice is not received prior to such time on
      such
      date; provided
      that the
      Borrower Representative may, subject to the conditions to borrowing set forth
      herein, request in accordance with Section
      2.02
      that
      such payment be financed with an ABR Revolving Borrowing or Swingline Loan
      in an
      equivalent amount and, to the extent so financed, the Borrowers’ obligations to
      make such payment shall be discharged and replaced by the resulting ABR
      Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such
      payment when due, the Administrative Agent shall notify each Revolving Lender
      of
      the applicable LC Disbursement, the payment then due in respect thereof and
      such
      Revolving Lender’s Commitment Percentage thereof. Promptly following receipt of
      such notice, each Revolving Lender shall pay to the Administrative Agent its
      Commitment Percentage of the payment then due, in the same manner as provided
      in
Section
      2.02
      with
      respect to Loans made by such Revolving Lender (and Section
      2.02
      shall
      apply, mutatis
      mutandis,
      to the
      payment obligations of the Revolving Lenders), and the Administrative Agent
      shall promptly pay to the Issuing Bank the amounts so received by it from the
      Revolving Lenders. Promptly following receipt by the Administrative Agent of
      any
      payment from the Borrowers pursuant to this paragraph, the Administrative Agent
      shall distribute such payment to the Issuing Bank or, to the extent that
      Revolving Lenders have made payments pursuant to this paragraph to reimburse
      the
      Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their
      interests may appear. Any payment made by a Revolving Lender pursuant to this
      paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
      the
      funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall
      not constitute a Loan and shall not relieve the Borrowers of their obligations
      to reimburse such LC Disbursement.

     

    
      
        
        

      

      
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    (f) Obligations
      Absolute.
      The
      Borrowers’ obligations to reimburse LC Disbursements as provided in paragraph
      (e) of this Section
      2.06
      shall be
      absolute, unconditional and irrevocable, and shall be performed strictly in
      accordance with the terms of this Agreement under any and all circumstances
      whatsoever and irrespective of (i) any lack of validity or enforceability of
      any
      Letter of Credit or this Agreement, or any term or provision therein, (ii)
      any
      draft or other document presented under a Letter of Credit proving to be forged,
      fraudulent or invalid in any respect or any statement therein being untrue
      or
      inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter
      of
      Credit against presentation of a draft or other document that does not comply
      with the terms of such Letter of Credit, or (iv) any other event or circumstance
      whatsoever, whether or not similar to any of the foregoing, that might, but
      for
      the provisions of this Section, constitute a legal or equitable discharge of,
      or
      provide a right of setoff against, the Borrowers’ obligations hereunder. Neither
      the Administrative Agent, the Revolving Lenders nor the Issuing Bank, nor any
      of
      their Related Parties, shall have any liability or responsibility by reason
      of
      or in connection with the issuance or transfer of any Letter of Credit or any
      payment or failure to make any payment thereunder (irrespective of any of the
      circumstances referred to in the preceding sentence), or any error, omission,
      interruption, loss or delay in transmission or delivery of any draft, notice
      or
      other communication under or relating to any Letter of Credit (including any
      document required to make a drawing thereunder), any error in interpretation
      of
      technical terms or any consequence arising from causes beyond the control of
      the
      Issuing Bank; provided
      that the
      foregoing shall not be construed to excuse the Issuing Bank from liability
      to
      Holdings or any of its Subsidiaries to the extent of any direct damages (as
      opposed to consequential damages, claims in respect of which are hereby waived
      by each Borrower to the extent permitted by Applicable Law) suffered by such
      Person that are caused by the Issuing Bank’s failure to exercise care when
      determining whether drafts and other documents presented under a Letter of
      Credit comply with the terms thereof or acting with gross negligence or willful
      misconduct. The parties hereto expressly agree that, in the absence of gross
      negligence or willful misconduct on the part of the Issuing Bank (as finally
      determined by a court of competent jurisdiction), the Issuing Bank shall be
      deemed to have exercised care in each such determination. In furtherance of
      the
      foregoing and without limiting the generality thereof, the parties agree that,
      with respect to documents presented which appear on their face to be in
      substantial compliance with the terms of a Letter of Credit, the Issuing Bank
      may, in its sole discretion, either accept and make payment upon such documents
      without responsibility for further investigation, regardless of any notice
      or
      information to the contrary, or refuse to accept and make payment upon such
      documents if such documents are not in strict compliance with the terms of
      such
      Letter of Credit.

     

    (g) Disbursement
      Procedures.
      The
      Issuing Bank shall, promptly following its receipt thereof, examine all
      documents purporting to represent a demand for payment under a Letter of Credit.
      The Issuing Bank shall promptly notify the Administrative Agent and the
      Borrowers by telephone (confirmed by telecopy) of such demand for payment and
      whether the Issuing Bank has made or will make an LC Disbursement thereunder;
      provided
      that any
      failure to give or delay in giving such notice shall not relieve the Borrowers
      of their obligations to reimburse the Issuing Bank and the Revolving Lenders
      with respect to any such LC Disbursement.

     

    (h) Interim
      Interest.
      If the
      Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall
      reimburse such LC Disbursement in full on the date such LC Disbursement is
      made,
      the unpaid amount thereof shall bear interest, for each day from and including
      the date such LC Disbursement is made to but excluding the date that the
      Borrowers reimburse such LC Disbursement, at the rate per annum then applicable
      to ABR Revolving Loans; provided
      that if
      the Borrowers fail to reimburse such LC Disbursement when due pursuant to
      paragraph (e) of this Section
      2.06,
      then
Section
      2.08(c)
      shall
      apply. Interest accrued pursuant to this paragraph shall be for the account
      of
      the Issuing Bank, except that interest accrued on and after the date of payment
      by any Revolving Lender pursuant to paragraph (e) of this Section
      2.06
      to
      reimburse the Issuing Bank shall be for the account of such Lender to the extent
      of such payment.

     

    (i) Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, on the Business Day that the
      Borrowers receive notice from the Administrative Agent or the Requisite Lenders
      (or, if the maturity of the Loans has been accelerated, Revolving Lenders with
      LC Exposure representing greater than 50% of the total LC Exposure) demanding
      the deposit of cash collateral pursuant to this paragraph, the Borrowers shall
      deposit in the Collateral Account an amount in cash equal to the LC Exposure
      as
      of such date plus any accrued and unpaid fees thereon; provided
      that the
      Borrowers’ obligations to deposit such cash collateral shall become effective
      immediately, and such deposit shall become immediately due and payable, without
      demand or other notice of any kind, upon the occurrence of any Event of Default
      with respect to any Borrower described in clause (a) of Section
      7.01
      or any
      Event of Default described in clause (i) of Section
      7.01.
      Each
      such deposit shall be held by the Administrative Agent as collateral for the
      payment and performance of the Obligations under this Agreement and each
      Borrower hereby grants the Administrative Agent a security interest in respect
      of each such deposit and the Collateral Account in which such deposits are
      held.
      The Administrative Agent shall have exclusive dominion and control, including
      the exclusive right of withdrawal, over the Collateral Account. Other than
      any
      interest earned on the investment of such deposits, which investments shall
      be
      made at the option and sole discretion of the Administrative Agent and at the
      Borrowers’ risk and expense, such deposits shall not bear interest. Interest or
      profits, if any, on such investments shall accumulate in the Collateral Account.
      Moneys deposited in the Collateral Account pursuant to this Section
      2.06(i)
      shall be
      applied by the Administrative Agent to reimburse the Issuing Bank for LC
      Disbursements for which it has not been reimbursed and, to the extent not so
      applied, shall be held for the satisfaction of the reimbursement obligations
      of
      the Borrowers for the LC Exposure at such time or, if the maturity of the Loans
      has been accelerated (but subject to the consent of Revolving Lenders with
      LC
      Exposure representing greater than 50% of the total LC Exposure), be applied
      to
      satisfy other obligations of the Borrowers under this Agreement and the other
      Loan Documents. If the Borrowers are required to provide an amount of cash
      collateral hereunder as a result of the occurrence of an Event of Default,
      such
      amount (to the extent not applied as aforesaid) shall be returned to the
      Borrowers within three Business Days after all Defaults have been cured or
      waived.

     

    
      
        
        

      

      
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    Section
      2.07 Repayment
      of Loans; Evidence of Debt.
      (a)
      Each
      Borrower hereby unconditionally, jointly and severally, promises to pay to
      the
      Administrative Agent for the account of the relevant Lenders (i) in respect
      of
      Revolving Credit Borrowings, on the Revolving Credit Maturity Date (or such
      earlier date as, and to the extent that, such Revolving Loan becomes due and
      payable pursuant to Section
      2.05
      or
Article
      VII),
      the
      unpaid principal amount of each Revolving Loan and each Swingline Loan made
      by
      each such Lender; and (ii) in respect of Term Borrowings, on the Term Loan
      Maturity Date (or such earlier date as, and to the extent that, such Term Loan
      becomes due and payable pursuant to Section
      2.05
      or
Article
      VII),
      the
      unpaid principal amount of each Term Loan made by each Term Lender. Each
      Borrower hereby further agrees, jointly and severally, to pay interest in
      immediately available funds at the applicable office of the Administrative
      Agent
      (as specified in Section
      2.13 (a))
      on the
      unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans
      made from time to time until payment in full thereof at the rates per annum,
      and
      on the dates, set forth in Section
      2.08.
      All
      payments required hereunder shall be made in Dollars.

     

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

     

    (c) The
      Administrative Agent shall maintain the Register pursuant to Section
      9.10,
      and a
      subaccount for each Lender, in which Register and subaccounts (taken together)
      shall be recorded (i) the amount of each such Loan, the Class and Type of each
      such Loan and the Interest Period applicable thereto, (ii) the amount of any
      principal or interest due and payable or to become due and payable from the
      Borrowers to each Lender hereunder in respect of each such Loan, (iii) the
      amount of any sum received by the Administrative Agent hereunder from the
      Borrowers in respect of each such Loan and each Lender’s share thereof and (iv)
      the amount of Loans of each Class owed to each Lender.

     

    
      
        
        

      

      
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    (d) The
      entries made in the Register and accounts maintained pursuant to paragraphs
      (b)
      and (c) of this Section
      2.07
      and the
      Notes maintained pursuant to paragraph (e) of this Section
      2.07
      shall,
      to the extent permitted by Applicable Law, be prima facie evidence of the
      existence and amounts of the obligations of the Borrowers therein recorded;
      provided,
      however,
      that
      the failure of any Lender or the Administrative Agent to maintain such account,
      such Register or such subaccount, as applicable, or any error therein, shall
      not
      in any manner affect the obligation of the Borrowers to repay (with applicable
      interest) the Loans made by such Lender in accordance with the terms of this
      Agreement.

     

    (e) The
      Loans
      of each Class made by each Lender shall, if requested by the applicable Lender
      (which request shall be made to the Administrative Agent), be evidenced by
      a
      single Note duly executed on behalf of the Borrowers, in substantially the
      form
      attached as Exhibit
      D-1
      or
D-2,
      as
      applicable, with the blanks appropriately filled, payable to the order of such
      Lender.

     

    Section
      2.08 Interest
      Rates and Payment Dates.
      (a)
      Each
      Eurodollar Loan shall bear interest (computed on the basis of the actual number
      of days elapsed over a year of 360 days) for each day during each Interest
      Period with respect thereto at a rate per annum equal to (i) the LIBO Rate
      determined for such Interest Period, plus (ii) the Applicable Rate.

     

    (b) Each
      ABR
      Loan (including each Swingline Loan) shall bear interest (computed on the basis
      of the actual number of days elapsed over a year of 365 or 366 days, as the
      case
      may be, or over a year of 360 days when the Alternate Base Rate is determined
      by
      reference to clause (b) of the definition of “Alternate
      Base Rate”)
      at a
      rate per annum equal to the Alternate Base Rate plus the Applicable
      Rate.

     

    (c) If
      all or
      a portion of (i) the principal amount of any Loan, (ii) any interest payable
      thereon, (iii) any Commitment Fee or (iv) any Delayed Draw Term Loan Commitment
      Fee or other amount payable hereunder shall not be paid when due (whether at
      the
      stated maturity thereof or by acceleration or otherwise), such overdue amount
      shall bear interest at a rate per annum which is (x) in the case of overdue
      principal (except as otherwise provided in clause (y) below), the rate that
      would otherwise be applicable thereto pursuant to the foregoing provisions
      of
      this Section
      2.08 plus
      2.00%
      per annum or (y) in the case of any overdue interest, Commitment Fee, Delayed
      Draw Term Loan Commitment Fee or other amount, the rate described in
Section
      2.08(b)
      applicable to an ABR Revolving Loan plus
      2.00%
      per annum, in each case from the date of such nonpayment to (but excluding)
      the
      date on which such amount is paid in full (after as well as before
      judgment).

     

    (d) Interest
      on the Loans shall be payable in arrears on each Interest Payment Date and
      on
      the Revolving Credit Maturity Date and Term Loan Maturity Date, as applicable;
      provided
      that (i)
      interest accrued pursuant to paragraph (c) of this Section shall be payable
      on
      demand, (ii) in the event of any repayment or prepayment of any Loan, accrued
      interest on the principal amount repaid or prepaid shall be payable on the
      date
      of such repayment or prepayment and (iii) in the event of any conversion of
      any
      Eurodollar Loan prior to the end of the current Interest Period therefor,
      accrued interest on such Loan shall be payable on the effective date of such
      conversion. Interest in respect of each Loan shall accrue from and including
      the
      first day of an Interest Period to but excluding the last day of such Interest
      Period.

     

    Section
      2.09 Computation
      of Interest.
      Each
      determination of an interest rate by the Administrative Agent pursuant to any
      provision of this Agreement shall be conclusive and binding on the Borrowers
      and
      the Lenders in the absence of manifest error.

     

    Section
      2.10 Fees.
      (a)
      The
      Borrowers agree to pay a commitment fee (a “Commitment
      Fee”)
      to
      each Revolving Lender, which Commitment Fee shall be payable in arrears through
      the Administrative Agent on the last day of March, June, September and December
      beginning after the Effective Date, and on the Commitment Fee Termination Date
      (as defined below). The Commitment Fee due to each Revolving Lender shall
      commence to accrue for a period commencing on the Effective Date and shall
      cease
      to accrue on the date (the “Commitment
      Fee Termination Date”)
      that
      is the earlier of (i) the date on which the Revolving Credit Commitment of
      such
      Revolving Lender shall be terminated as provided herein and (ii) the first
      date
      after the end of the Revolving Credit Commitment Period. The Commitment Fee
      accrued to each Revolving Lender shall equal the Commitment Fee Percentage
      multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined
      below) for the applicable quarter (or shorter period commencing on the date
      of
      this Agreement and ending with such Lender’s Commitment Fee Termination Date). A
      Revolving Lender’s “Commitment
      Fee Average Daily Amount”
with
      respect to a calculation period shall equal the average daily amount during
      such
      period calculated using the daily amount of such Revolving Lender’s Revolving
      Credit Commitment less such Revolving Lender’s Revolving Credit Exposure
      (excluding clause (c) of the definition thereof for purposes of determining
      the
      Commitment Fee Average Daily Amount only) for any applicable days during such
      Revolving Lender’s Revolving Credit Commitment Period. All Commitment Fees shall
      be computed on the basis of the actual number of days elapsed in a year of
      360
      days. 

     

    
      
        
        

      

      
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    (b) The
      Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent
      for the account of each Revolving Lender a participation fee with respect to
      its
      participations in Letters of Credit, which shall accrue at a rate equal to
      the
      Applicable Rate for Eurodollar Revolving Loans on the average daily amount
      of
      such Revolving Lender’s LC Exposure represented by Letters of Credit issued
      hereunder (excluding any portion thereof attributable to unreimbursed LC
      Disbursements) during the period from and including the Effective Date to but
      excluding the later of the date on which such Revolving Lender’s Revolving
      Credit Commitment terminates and the date on which such Revolving Lender ceases
      to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which
      shall accrue at the rate of 0.125% per annum on the average daily amount of
      the
      LC Exposure represented by Letters of Credit (excluding any portion thereof
      attributable to unreimbursed LC Disbursements) during the period from and
      including the Effective Date to but excluding the later of the date of
      termination of the Revolving Credit Commitments and the date on which there
      ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with
      respect to the issuance, amendment, renewal or extension of any Letter of Credit
      or processing of drawings thereunder. Participation fees and fronting fees
      (collectively, “LC
      Fees”)
      accrued through and including the last day of March, June, September and
      December of each calendar year during the Revolving Credit Commitment Period
      shall be payable on the third Business Day following such last day, commencing
      on the first such date to occur after the Effective Date; provided
      that all
      such fees shall be payable on the date on which the Revolving Credit Commitments
      terminate and any such fees accruing after the date on which the Revolving
      Credit Commitments terminate shall be payable on demand. Any other fees payable
      to the Issuing Bank pursuant to this paragraph shall be payable within 10 days
      after demand therefor. All participation fees and fronting fees shall be
      computed on the basis of a year of 360 days and shall be payable for the actual
      number of days elapsed (including the first day but excluding the last
      day).

     

    (c) The
      Borrowers agree to pay a commitment fee (a “Delayed
      Draw Term Loan Commitment Fee”)
      to
      each Delayed Draw Term Lender, which Delayed Draw Term Loan Commitment Fee
      shall
      be payable in arrears through the Administrative Agent on the last day of March,
      June, September and December beginning after the Effective Date, and on the
      Delayed Draw Term Loan Commitment Fee Termination Date (as defined below).
      The
      Delayed Draw Term Loan Commitment Fee due to each Delayed Draw Term Lender
      shall
      commence to accrue for a period commencing on the Effective Date and shall
      cease
      to accrue on the date (the “Delayed
      Draw Term Loan Commitment Fee Termination Date”)
      that
      is the earlier of (i) the date on which the Delayed Draw Term Loan Commitment
      of
      such Delayed Draw Term Lender shall be terminated as provided herein and (ii)
      the first date after the Delayed Draw Funding Deadline. The Delayed Draw Term
      Loan Commitment Fee accrued to each Delayed Draw Term Lender shall equal the
      Delayed Draw Term Loan Commitment Fee Percentage multiplied by such Delayed
      Draw
      Term Lender’s Delayed Draw Term Loan Commitment. All Delayed Draw Term Loan
      Commitment Fees shall be computed on the basis of the actual number of days
      elapsed in a year of 360 days.

     

    
      
        
        

      

      
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    (d) The
      Borrowers, jointly and severally, agree to pay to the Administrative Agent
      the
      administrative fee set forth in the Fee Letter (the “Administrative
      Agent Fees”).

     

    (e) All
      Fees
      shall be paid on the dates due, in immediately available funds, to the
      Administrative Agent for distribution. Once paid, none of the Fees shall be
      refundable.

     

    Section
      2.11 Termination,
      Reduction or Adjustment of Commitments.
      (a)
      Unless
      previously terminated, (i) the Initial Term Loan Commitments shall terminate
      at
      5:00 p.m. on the Effective Date, (ii) the Delayed Draw Term Loan Commitments
      shall terminate at 5:00 p.m. on the Delayed Draw Term Loan Funding Date and
      (iii) the Revolving Credit Commitments shall terminate on the Revolving Credit
      Maturity Date.

     

    (b) The
      Borrowers shall have the right, upon one Business Day’s notice to the
      Administrative Agent from the Borrower Representative, to terminate or, from
      time to time, reduce the amount of (i) the Revolving Credit Commitments
      (provided
      that no
      such termination or reduction of Revolving Credit Commitments shall be permitted
      if, after giving effect thereto and to any repayments of the Revolving Loans
      made on the effective date thereof, the Aggregate Revolving Credit Exposure
      then
      outstanding would exceed the Total Revolving Credit Commitment then in effect)
      and (ii) the Delayed Draw Term Loan Commitment.

     

    (c) If
      any
      prepayment of Term Borrowings would otherwise be required pursuant to
Section
      2.05
      but
      cannot be made because there are no Term Borrowings outstanding, or because
      the
      amount of the required prepayment exceeds the outstanding amount of Term
      Borrowings, then, on the date that such prepayment is required, the amount
      not
      required to prepay the Term Borrowings shall be applied first
      to the
      permanent reduction of the Delayed Draw Term Commitments (if such prepayment
      is
      required prior to the Delayed Draw Funding Deadline) and then
      to the
      permanent reduction of the Revolving Credit Commitments.

     

    Section
      2.12 Inability
      to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest
      Rate.
      If
      prior to 11:00 a.m., London time, two Business Days before the first day of
      any
      Interest Period, including an initial Interest Period, for a requested
      Eurodollar Borrowing:

     

    (i) the
      Administrative Agent shall have determined in good faith (which determination
      shall be conclusive and binding upon the Borrowers) that, by reason of
      circumstances affecting the relevant market generally, adequate and reasonable
      means do not exist for ascertaining the Adjusted LIBO Rate for such Eurodollar
      Borrowing for such Interest Period, or

     

    (ii) the
      Administrative Agent shall have received notice from a majority in interest
      of
      the Lenders of the applicable Class that the Adjusted LIBO Rate determined
      or to
      be determined for such Interest Period for such Eurodollar Borrowing will not
      adequately and fairly reflect the cost to such Lenders (as conclusively
      certified by such Lenders) of making or maintaining their affected Loans during
      such Interest Period,

     

    then
      the
      Administrative Agent shall give telecopy or telephonic notice thereof to the
      Borrowers and the Lenders by 12:00 noon on the same day. The Administrative
      Agent shall give telecopy or telephonic notice to the Borrowers and the Lenders
      as soon as practicable after the circumstances giving rise to such notice no
      longer exist, and until such notice has been given, any affected Eurodollar
      Loans shall not be (x) converted or continued pursuant to Section
      2.03
      or (y)
      made pursuant to a Borrowing Request, and shall be continued or made as an
      ABR
      Loan, as the case may be.

     

    
      
        
        

      

      
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    Section
      2.13 Pro
      Rata Treatment and Payments.
      (a)
      Each
      reduction of the Revolving Credit Commitments of the Revolving Lenders or the
      Delayed Draw Term Loan Commitments of the Delayed Draw Term Lenders shall be
      made pro rata
      according to the amounts of such Revolving Lenders’ or Delayed Draw Term
      Lenders’, as applicable, Commitment Percentages. Each payment (including each
      prepayment) by the Borrowers on account of principal of and interest on Loans
      which are ABR Loans shall be made pro rata according to the respective
      outstanding principal amounts of such ABR Loans then held by the Lenders of
      the
      applicable Class. Each payment (including each prepayment) by the Borrowers
      on
      account of principal of and interest on Loans which are Eurodollar Loans
      designated by the Borrowers to be applied to a particular Eurodollar Borrowing
      shall be made pro rata according to the respective outstanding principal amounts
      of such Loans then held by the Lenders of the applicable Class. Each payment
      (including each prepayment) by the Borrowers on account of principal of and
      interest on Swingline Loans shall be made pro rata according to the respective
      outstanding principal amounts of the Swingline Loans or participating interests
      therein, as the case may be, then held by the relevant Lenders. All payments
      (including prepayments) to be made by the Borrowers hereunder, whether on
      account of principal, interest, fees or otherwise, shall be made without setoff
      or counterclaim and shall be made prior to 1:00 p.m. on the due date thereof
      to
      the Administrative Agent, for the account of the Lenders of the applicable
      Class, at the Administrative Agent’s Office specified in Section
      9.01
      in
      Dollars and in immediately available funds. Any payment received after such
      time
      but before 2:00 p.m. on such day shall be deemed a payment on such date for
      the
      purposes of Section
      7.01,
      but for
      all other purposes shall be deemed to have been made on the next succeeding
      Business Day. Any payment received after 2:00 p.m. shall be deemed to have
      been
      made on the next succeeding Business Day for all purposes. The Administrative
      Agent shall distribute such payments to the Lenders entitled thereto in the
      same
      currency as received and promptly upon receipt in like funds as received. If
      any
      payment hereunder (other than payments on Eurodollar Loans) becomes due and
      payable on a day other than a Business Day, such payment shall be extended
      to
      the next succeeding Business Day, 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 thereof 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. 

     

    (b) Subject
      to Section
      2.12,
      unless
      the Administrative Agent shall have been notified in writing by any Lender
      prior
      to a Borrowing that such Lender will not make the amount that would constitute
      its share of such Borrowing available to the Administrative Agent, the
      Administrative Agent may assume that such Lender is making such amount available
      to the Administrative Agent, and the Administrative Agent may, in reliance
      upon
      such assumption, make available to the Borrowers a corresponding amount. If
      such
      amount is not made available to the Administrative Agent by the required time
      on
      the Borrowing Date therefor, such Lender shall pay to the Administrative Agent,
      on demand, such amount with interest thereon at a rate equal to the daily
      average Federal Funds 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 Section
      2.13(b)
      shall be
      conclusive in the absence of manifest error. If such Lender’s share of such
      Borrowing is not made available to the Administrative Agent by such Lender
      within three Business Days of such Borrowing Date, the Administrative Agent
      shall also be entitled to recover such amount with interest thereon at the
      rate
      per annum applicable to ABR Revolving Loans hereunder, on demand, from the
      Borrowers, but
      without prejudice to any right or claim that the Borrowers may have against
      such
      Lender.

     

    
      
        
        

      

      
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    (c) Subject
      to Section
      7.05,
      if at
      any time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
      interest and fees then due hereunder, such funds shall be applied (i)
first,
      towards
      payment of interest and fees then due hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of interest and fees then due
      to
      such parties, and (ii) second,
      towards
      payment of principal and unreimbursed LC Disbursements then due hereunder,
      ratably among the parties entitled thereto in accordance with the amounts of
      principal and unreimbursed LC Disbursements then due to such
      parties.

     

    Section
      2.14 Illegality.
      Notwithstanding any other provision herein, if the adoption of or any change
      in
      any Requirement of Law, or in the interpretation or application thereof, shall
      make it unlawful for any Lender to make or maintain Eurodollar Loans as
      contemplated by this Agreement, (a) the commitment of such Lender hereunder
      to
      make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans
      to Eurodollar Loans shall forthwith be suspended until such time as the making
      or maintaining of Eurodollar Loans shall no longer be unlawful, and (b) such
      Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted
      automatically to ABR Loans on the respective last days of the then current
      Interest Periods with respect to such Loans or within such earlier period as
      required by law.

     

    Section
      2.15 Requirements
      of Law.
      (a)
      If at
      any time any Lender or the Issuing Bank determines that the introduction of,
      or
      any change in or in the interpretation of, any law, treaty or governmental
      rule,
      regulation or order, in each case, after the date of this Agreement (other
      than
      (i) any change by way of imposition or increase of reserve requirements included
      in determining the Adjusted LIBO Rate or (ii) the rate of tax imposed on the
      overall net income of such Lender or the Issuing Bank) or the compliance by
      such
      Lender or the Issuing Bank with any guideline, request or directive from any
      central bank or other Governmental Authority (whether or not having the force
      of
      law), to the extent such guideline, request or directive is changed or issued
      after the Effective Date, shall have the effect of increasing the cost to such
      Lender or the Issuing Bank for agreeing to make or making, funding or
      maintaining any Eurodollar Loans for the Borrowers or participating in, issuing
      or maintaining any Letter of Credit for the Borrowers, then the Borrowers shall
      from time to time, within five days of demand therefor by such Lender or the
      Issuing Bank (with a copy of such demand to the Administrative Agent), pay
      to
      the Administrative Agent for the account of such Lender or the Issuing Bank
      additional amounts sufficient to compensate such Lender or the Issuing Bank
      for
      such increased cost; provided
      that any
      such payment shall be without duplication of amounts to which such Lender or
      Issuing Bank is entitled under Section
      2.16.
      A
      certificate as to the amount of such increased cost, submitted to the Borrowers
      and the Administrative Agent by such Lender or the Issuing Bank, shall be
      conclusive and binding for all purposes, absent manifest error. Such Lender
      or
      the Issuing Bank, as applicable, shall promptly notify the Administrative Agent
      and the Borrower Representative in writing of the occurrence of any such event,
      such notice to state, in reasonable detail, the reasons therefor and the
      additional amount required fully to compensate such Lender or the Issuing Bank,
      as applicable, for such increased cost or reduced amount. Such additional
      amounts shall be payable directly to such Lender or the Issuing Bank, as
      applicable, within five days of the Borrower Representative’s receipt of such
      notice, and such notice shall, in the absence of manifest error, be conclusive
      and binding on the Borrowers. No Lender shall be entitled to claim any amounts
      under this clause (a) in respect of any increased costs that were incurred
      more
      than 180 days prior to the date of delivery of such certificate to the Borrower
      Representative.

     

    (b) If
      any
      change in, or the introduction, adoption, effectiveness, interpretation,
      reinterpretation or phase-in of, any law or regulation, directive, guideline,
      decision or request (whether or not having the force of law) of any court,
      central bank, regulator or other Governmental Authority after the Effective
      Date
      affects or would affect the amount of capital required or expected to be
      maintained by any Lender or the Issuing Bank (or a holding company controlling
      such Lender or the Issuing Bank) and such Lender or the Issuing Bank determines
      in good faith (in its sole and absolute discretion) that the rate of return
      on
      its capital (or the capital of its holding company, as the case may be) as
      a
      consequence of its Revolving Credit Commitment or the Loans made by it or its
      participations in Swingline Loans or any issuance, participation or maintenance
      of Letters of Credit is reduced to a level below that which such Lender or
      the
      Issuing Bank (or its holding company) could have achieved but for the occurrence
      of any such circumstance, then, in any such case upon notice from time to time
      by such Lender or the Issuing Bank to the Borrower Representative, the Borrowers
      shall immediately pay directly to such Lender or the Issuing Bank, as the case
      may be, on demand additional amounts sufficient to compensate such Lender or
      the
      Issuing Bank (or its holding company) for such reduction in rate of return.
      A
      statement of such Lender or the Issuing Bank as to any such additional amount
      or
      amounts (including calculations thereof in reasonable detail) shall, in the
      absence of manifest error, be conclusive and binding on the Borrowers. In
      determining such amount, such Lender or the Issuing Bank may use any good faith
      method of averaging and attribution that it (in its sole and absolute
      discretion) shall deem applicable. No Lender shall be entitled to claim any
      amounts under this clause (b) in respect of any reduction in the rate of return
      occurring more than 180 days prior to the date of delivery of such certificate
      to the Borrower Representative.

     

    
      
        
        

      

      
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    (c) In
      the
      event that the Issuing Bank or any Lender determines that any event or
      circumstance that will lead to a claim under this Section
      2.15
      has
      occurred or will occur, the Issuing Bank or such Lender will use its best
      efforts to so notify the Borrower Representative; provided
      that,
      except as provided above, any failure to provide such notice shall in no way
      impair the rights of the Issuing Bank or such Lender to demand and receive
      compensation under this Section
      2.15,
      but
      without prejudice to any claims of the Borrowers for compensation for actual
      damages sustained as a result of any failure to observe this
      undertaking.

     

    Section
      2.16 Taxes.
      (a)
      All
      payments by the Borrowers of principal of, and interest on, the Loans and all
      other amounts payable hereunder shall be made free and clear of and without
      deduction for any present or future income, excise, stamp or franchise taxes
      and
      other taxes, fees, duties, withholdings or other charges of any nature
      whatsoever imposed by any taxing authority on the Administrative Agent, the
      Issuing Bank or any Lender (or any assignee of such Lender or the Issuing Bank,
      as the case may be, or a Participant or a change in designation of the lending
      office of a Lender or the Issuing Bank, as the case may be (a “Transferee”)),
      but
      excluding franchise taxes and taxes imposed on or measured by the recipient’s
      net income (such non-excluded items being called “Taxes”)
      unless
      required by Applicable Law, rule or regulation. In the event that any
      withholding or deduction from any payment to be made by the Borrowers hereunder
      is required in respect of any Taxes pursuant to any Applicable Law, rule or
      regulation, then the Borrowers will:

     

    (i) pay
      directly to the relevant authority the full amount required to be so withheld
      or
      deducted;

     

    (ii) promptly
      forward to the Administrative Agent an official receipt or other documentation
      satisfactory to the Administrative Agent evidencing such payment to such
      authority; and

     

    (iii) pay
      to
      the Administrative Agent for the account of the Lenders or the Issuing Bank,
      as
      the case may be, such additional amount or amounts as are necessary to ensure
      that the net amount actually received by each Lender or the Issuing Bank, as
      the
      case may be, will equal the full amount such Lender or the Issuing Bank, as
      the
      case may be, would have received had no such withholding or deduction been
      required.

     

    
      
        
        

      

      
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    (b) If
      any
      Taxes are directly asserted against the Administrative Agent, the Issuing Bank
      or any Lender or Transferee with respect to any payment received by the
      Administrative Agent, the Issuing Bank or such Lender or Transferee hereunder,
      the Administrative Agent, the Issuing Bank or such Lender or Transferee may
      pay
      such Taxes and, within 30 days of a written request by the Administrative Agent,
      the Issuing Bank or such Lender or Transferee, the Borrowers will pay such
      additional amounts (including any penalties, interest or expenses, except to
      the
      extent attributable to the gross negligence or willful misconduct of the
      Administrative Agent, the Issuing Bank or any Lender or Transferee) as shall
      be
      necessary in order that the net amount received by such Person after the payment
      of such Taxes (including any Taxes on such additional amount) shall equal the
      amount such Person would have received had such Taxes not been
      asserted.

     

    (c) If
      the
      Borrowers fail to pay any Taxes when due to the appropriate taxing authority
      or
      fail to remit to the Administrative Agent, for the account of the Issuing Bank,
      the respective Lenders or Transferees, the required receipts or other required
      documentary evidence, the Borrowers shall indemnify the Issuing Bank, Lenders
      and Transferees for any incremental Taxes, interest, penalties or other costs
      (including reasonable attorneys’ fees and expenses) paid by the Issuing Bank,
      any Lender or Transferee as a result of any such failure, except in the case
      of
      gross negligence or willful misconduct of the Administrative Agent, the Issuing
      Bank or any Lender or Transferee. For purposes of this Section
      2.16,
      a
      distribution hereunder by the Administrative Agent to or for the account of
      the
      Issuing Bank, any Lender or Transferee shall be deemed a payment by the
      Borrowers. Such indemnification shall be paid within 30 days from the date
      on
      which the Issuing Bank or such Lender or Transferee makes written demand
      therefor specifying in reasonable detail the basis and calculation of such
      amount.

     

    (d) Each
      Lender or Transferee that is organized under the laws of a jurisdiction other
      than the United States of America or any state or political subdivision thereof
      shall, on or prior to the Effective Date (in the case of each Lender that is
      a
      party hereto on the Effective Date) or prior to the date that any Person that
      was not previously a Lender becomes an Incremental Term Lender in accordance
      with Section
      2.21
      or on or
      prior to the date of any assignment, participation or change in the designated
      lending office hereunder (in the case of a Transferee) and thereafter as
      reasonably requested from time to time by the Borrowers or the Administrative
      Agent, execute and deliver, if legally able to do so, to the Borrower
      Representative and the Administrative Agent one or more (as the Borrowers or
      the
      Administrative Agent may reasonably request) United States Internal Revenue
      Service Forms W-8BEN or such other forms or documents (or successor forms or
      documents), appropriately completed, as may be applicable to establish the
      extent, if any, to which a payment to such Lender or Transferee is exempt from
      or entitled to a reduced rate of withholding or deduction of Taxes. In addition,
      the Administrative Agent, the Issuing Bank and any Lender (or Transferee)
      claiming any additional amounts payable pursuant to this Section
      2.16
      shall
      use reasonable efforts (consistent with legal and regulatory restrictions)
      to
      file any certificate or document requested in writing by the Borrower
      Representative, if the making of such a filing would avoid the need for or
      reduce the amount of any such additional amounts which would be payable or
      may
      thereafter accrue and would not, in the sole good faith judgment of the
      Administrative Agent, the Issuing Bank or such Lender (or Transferee), be
      otherwise disadvantageous to such Person.

     

    (e) With
      respect to obligations under this Agreement other than those specified in
Section
      2.16(f),
      no
      Borrower shall be required to indemnify or to pay any additional amounts to
      the
      Issuing Bank, any Lender or Transferee with respect to any Taxes pursuant to
      this Section
      2.16
      to the
      extent that (i) any obligation to withhold, deduct or pay amounts with respect
      to such Tax existed on the date the Issuing Bank, such Lender or Transferee
      became a party to this Agreement or otherwise becomes a Transferee and, in
      the
      case of a Transferee, exceeded the obligation to the Person making the
      assignment, selling the participation or effecting such transfer to such
      Transferee that existed before the action by which such Transferee becomes
      a
      Transferee (and, in such case, the Borrowers may deduct and withhold such Tax
      from payments to the Issuing Bank, such Lender or Transferee), or (ii) any
      Lender or Transferee fails to comply in full with the provisions of the
      immediately preceding paragraph (and, in such case, the Borrowers may deduct
      and
      withhold all Taxes required by law as a result of such noncompliance from
      payments to the Issuing Bank, such Lender or Transferee).

     

    
      
        
        

      

      
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    (f) Notwithstanding
      anything to the contrary in this Section
      2.16,
      if the
      Internal Revenue Service determines that a Lender (or Transferee) is a conduit
      entity participating in a conduit financing arrangement as defined in Section
      7701(l) of the Code and the regulations thereunder and no Borrower was a
      participant to such arrangement (other than as the Borrowers under this
      Agreement) (a “Conduit
      Financing Arrangement”),
      then
      (i) no Borrower shall have any obligation to pay additional amounts or indemnify
      the Lender or Transferee for any Taxes with respect to any payments hereunder
      to
      the extent the amount of such Taxes exceeds the amount that would have otherwise
      been withheld or deducted had the Internal Revenue Service not made such a
      determination and (ii) such Lender or Transferee shall indemnify each Borrower
      in full for any and all taxes for which such Borrower is held directly liable
      under Section 1461 of the Code by virtue of such Conduit Financing Arrangement;
      provided
      that the
      Borrower Representative (i) shall promptly forward to the indemnitor an official
      receipt or other documentation satisfactorily evidencing such payment, (ii)
      shall contest such tax upon the reasonable request of the indemnitor and at
      such
      indemnitor’s cost and (iii) shall pay to such indemnitor within 30 days any
      refund of such taxes (including interest thereon). Each Lender or Transferee
      represents that it is not participating in a Conduit Financing
      Arrangement.

     

    (g) In
      the
      event that the Issuing Bank or any Lender determines that any event or
      circumstance that will lead to a claim by it under this Section
      2.16
      has
      occurred or will occur, the Issuing Bank or such Lender will use its best
      efforts to so notify the Borrowers; provided
      that any
      failure to provide such notice shall in no way impair the rights of the Issuing
      Bank or any Lender to demand and receive compensation under this Section
      2.16,
      but
      without prejudice to any claims of the Borrowers for failure to observe this
      undertaking.

     

    (h) Notwithstanding
      anything herein to the contrary, no Transferee shall be entitled to receive
      any
      greater amount pursuant to this Section
      2.16
      than the
      Person making the assignment, selling the participation or effecting the
      transfer to such Transferee, or any Lender (or Transferee) which changes its
      applicable lending office by designating a different lending office, would
      have
      been entitled to receive in the absence of such assignment, participation,
      transfer or designation.

     

    Section
      2.17 Indemnity.
      In the
      event any Lender shall incur any loss or expense (including any loss (other
      than
      lost profit) or expense incurred by reason of the liquidation or reemployment
      of
      deposits or other funds acquired by such Lender to make, continue or maintain
      any portion of the principal amount of any Loan as, or to convert any portion
      of
      the principal amount of any Loan into, a Eurodollar Loan) as a result of any
      conversion of a Eurodollar Loan to an ABR Loan or repayment or prepayment of
      the
      principal amount of any Eurodollar Loan on a date other than the scheduled
      last
      day of the Interest Period applicable thereto, whether pursuant to Section
      2.03,
      2.05,
      2.07,
      2.14,
      2.15
      or
2.20
      or
      otherwise, or any failure to borrow or convert any Eurodollar Loan after notice
      thereof shall have been given hereunder, whether by reason of any failure to
      satisfy a condition to such Borrowing or otherwise, then, upon the written
      notice of such Lender to the Borrowers (with a copy to the Administrative
      Agent), the Borrowers shall, within five days of receipt thereof, pay directly
      to such Lender such amount as will (in the reasonable determination of such
      Lender) reimburse such Lender for such loss or expense. Such written notice
      (which shall include calculations in reasonable detail) shall, in the absence
      of
      manifest error, be conclusive and binding on the Borrowers.

     

    Section
      2.18 Change
      of Lending Office.
      Each
      Lender (or Transferee) agrees that, upon the occurrence of any event giving
      rise
      to the operation of Section
      2.14,
      2.15
      or
2.16
      with
      respect to such Lender (or Transferee), it will, if requested by the Borrower
      Representative, use commercially reasonable efforts (subject to overall policy
      considerations of such Lender (or Transferee)) to designate another lending
      office for any Loans affected by such event with the object of avoiding the
      consequences of such event; provided
      that
      such designation is made on terms that, in the sole good faith judgment of
      such
      Lender, cause such Lender and its respective lending offices to suffer no
      material economic, legal or regulatory disadvantage; and provided,
      further,
      that
      nothing in this Section
      2.18
      shall
      affect or postpone any of the obligations of the Borrowers or the rights of
      any
      Lender (or Transferee) pursuant to Sections
      2.14,
      2.15
      and
2.16.

     

    
      
        
        

      

      
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    Section
      2.19 Sharing
      of Setoffs.
      Each
      Lender agrees that if it shall, through the exercise of a right of banker’s
      lien, setoff or counterclaim against any Loan Party, or pursuant to a secured
      claim under Section 506 of Title 11 of the United States Code or other security
      or interest arising from, or in lieu of, such secured claim received by such
      Lender under any applicable bankruptcy, insolvency or other similar law or
      otherwise, or by any other means, obtain payment (voluntary or involuntary)
      in
      respect of any Loans or participations in LC Disbursements which at the time
      shall be payable as a result of which the unpaid principal portion of its Loans
      and participations in LC Disbursements which at the time shall be payable shall
      be proportionately less than the unpaid principal portion of such Loans and
      participations in LC Disbursements of any other Lender, it shall be deemed
      simultaneously to have purchased from such other Lender at face value, and
      shall
      promptly pay to such other Lender the purchase price for, a participation in
      such Loans and participations in LC Disbursements of such other Lender, so
      that
      the aggregate unpaid principal amount of such Loans and participations in LC
      Disbursements held by each Lender shall be in the same proportion to the
      aggregate unpaid principal amount of all such Loans and participations in LC
      Disbursements as prior to such exercise of banker’s lien, setoff or counterclaim
      or other event; provided,
      however, that if any such purchase or purchases or adjustments shall be made
      pursuant to this Section and the payment giving rise thereto shall thereafter
      be
      recovered, such purchase or purchases or adjustments shall be rescinded to
      the
      extent of such recovery and the purchase price or prices or adjustments restored
      without interest. Each Borrower expressly consents to the foregoing arrangements
      and agrees that any Lender holding a participation in a Loan or an LC
      Disbursement deemed to have been so purchased may exercise any and all rights
      of
      banker’s lien, setoff or counterclaim with respect to any and all moneys owing
      by the Borrowers to such Lender by reason thereof as fully as if such Lender
      were a direct creditor directly to the Borrowers in the amount of such
      participation.

     

    Section
      2.20 Assignment
      of Commitments Under Certain Circumstances.
      In the
      event that any Lender shall have delivered a notice or certificate pursuant
      to
Section
      2.14
      or
2.15,
      or the
      Borrowers shall be required to make additional payments to any Lender under
      Section
      2.16
      (each,
      an “Increased
      Cost Lender”)
      or in
      the event any Lender (a “Non-Consenting
      Lender”)
      does
      not consent to any proposed amendment to this Agreement pursuant to Section
      9.02
      for
      which the consent of each Lender or each Lender of any Class is required and
      to
      which the Requisite Lenders or Requisite Lenders of such Class, as applicable,
      have consented, then, the Borrower Representative shall have the right, but
      not
      the obligation, at the expense of the Borrowers, upon notice to such Increased
      Cost Lender or Non-Consenting Lender (the “Terminated
      Lender”)
      and
      the Administrative Agent, to replace such Terminated Lender with an assignee
      (in
      accordance with and subject to the restrictions contained in Section
      9.10)
      approved by the Administrative Agent, the Issuing Bank and the Swingline Lender
      (which approval shall not be unreasonably withheld), and such Terminated Lender
      hereby agrees to transfer and assign without recourse (in accordance with and
      subject to the restrictions contained in Section
      9.10)
      all its
      interests, rights and obligations under this Agreement to such assignee;
provided,
      however, that no Terminated Lender shall be obligated to make any such
      assignment unless (a) such assignment shall not conflict with any law or any
      rule, regulation or order of any Governmental Authority and (b) such assignee
      or
      the Borrowers shall pay to the affected Terminated Lender in immediately
      available funds on the date of such assignment the principal of and interest
      accrued to the date of payment on the Loans made by such Terminated Lender
      and
      participations in LC Disbursements and Swingline Loans held by such Terminated
      Lender and all commitment fees and other fees owed to such Terminated Lender
      hereunder and all other amounts accrued for such Terminated Lender’s account or
      owed to it hereunder (including, without limitation, any Commitment Fees) and
      (c) in the case of any Non-Consenting Lender, each Non-Consenting Lender whose
      consent is required in connection with the proposed amendment is removed
      pursuant to this Section
      2.20.

     

    
      
        
        

      

      
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    Section
      2.21 Increase
      in Term Commitments.
      (a)
      Provided
      (x) there exists no Default and (y) after giving effect to the making of
      Incremental Term Loans referred to below and the use of proceeds therefrom,
      the
      Borrowers would be in pro forma compliance with each of the Financial Covenants
      as of the most recent date for which financial statements have been delivered
      pursuant to Section
      5.01,
      upon
      notice to the Administrative Agent by the Borrower Representative (which shall
      promptly notify each Term Lender), the Borrowers may on up to three (3)
      occasions, request additional term loans (the “Incremental
      Term Loans”
and
      the
      related commitments, the “Incremental
      Term Commitments”)
      in an
      aggregate amount of not less than $25.0 million for any such request and not
      exceeding $250.0 million in the aggregate for all such requests; provided
      that (i)
      other than pricing, the Incremental Term Loans shall have the same terms as
      the
      Term Loans existing immediately prior to the effectiveness of the amendment
      creating such Incremental Term Loans (such existing Term Loans, the
“Existing
      Term Loans”)
      and
      (ii) in the event that the applicable margin for any tranche of the Incremental
      Term Loans (inclusive of upfront fees and original issue discount (based on
      an
      assumed four-year life to maturity) payable to the applicable Incremental Term
      Lenders) is more than 25 basis points greater than the applicable margin for
      any
      tranche of Existing Term Loans (inclusive of any upfront fees and original
      issue
      discount (based on an assumed four-year life to maturity) paid to the applicable
      Term Lenders), then the Applicable Rate for each such tranche of Existing Term
      Loans shall be increased to the extent necessary such that the Applicable Rate
      (inclusive of such fees and discounts) for each such tranche of Existing Term
      Loans is not more than 25 basis points less than the applicable margin
      (inclusive of such fees and discounts) for such tranche of Incremental Term
      Loans. At the time of the sending of such notice, the Borrowers (in consultation
      with the Administrative Agent) shall specify the time period within which each
      Lender is requested to respond (which shall in no event be less than five (5)
      Business Days and no more than thirty (30) Business Days from the date of
      delivery of such notice to the Lenders). Each Lender with an Existing Term
      Loan
      shall notify the Administrative Agent within such time period whether or not
      it
      agrees to such Incremental Term Commitment and, if so, whether in an amount
      equal to, greater than, or less than its pro rata share of the total Incremental
      Term Loans so requested. Any Lender not responding within such time period
      shall
      be deemed to have declined to provide an Incremental Term Commitment and, to
      the
      extent any Term Lender declines to commit to its applicable pro rata share
      of
      such Incremental Term Commitments, the Borrowers may also invite additional
      Persons to become Lenders. The Administrative Agent shall notify the Borrowers
      of the Lenders’ responses to each request made hereunder. Each Incremental Term
      Lender shall become a Lender or make its Incremental Term Commitment available,
      as the case may be, under this Agreement, pursuant to an amendment (an
“Incremental
      Facility Amendment”)
      to
      this Agreement giving effect to the modifications permitted by this Section
      2.21
      and, as
      appropriate, the other Loan Documents, executed by the Loan Parties, each
      Incremental Term Lender (to the extent applicable) and the Administrative Agent
      (provided that, with the consent of each Incremental Term Lender, the
      Administrative Agent may execute such Incremental Facility Amendment on behalf
      of the applicable Incremental Facility Lenders). An Incremental Facility
      Amendment may, without the consent of any other Lender and notwithstanding
      anything in Section
      9.02
      to the
      contrary, effect such amendments to this Agreement and the other Loan Documents
      as may be reasonably necessary in the opinion of the Administrative Agent,
      to
      effect the provisions of this Section
      2.21
      (including appropriate amendments to the definitions of “Requisite
      Lenders”
and
      “Requisite
      Class Lenders”
and
      to
Section
      2.05
      in order
      to provide the same treatment for such Incremental Term Loans as is applicable
      to the Existing Term Loans).

     

    (b) If
      any
      Incremental Term Commitments are made in accordance with this Section
      2.21,
      the
      Administrative Agent and the Borrowers shall determine the effective date (the
      “Term
      Loan Commitments Increase Effective Date”)
      and
      the final allocation of such increase. The Administrative Agent shall promptly
      notify the Borrowers and each applicable Lender of such Lender’s final
      allocation of such increase and the Term Loan Commitments Increase Effective
      Date. As a condition precedent to such increase, the Borrowers shall deliver
      to
      the Administrative Agent such documents and opinions as the Administrative
      Agent
      may reasonably request (which shall, unless otherwise agreed by the
      Administrative Agent and the Borrower Representative, be consistent with the
      documents delivered pursuant to Section
      4.01
      with
      such changes as may be necessitated by changes in law since the date of this
      Agreement) together with a certificate of the Borrowers dated as of the Term
      Loan Commitments Increase Effective Date signed by a Financial Officer of the
      Borrowers (i) certifying and attaching (A) the resolutions adopted by the
      Borrowers approving or consenting to such increase and (B) a certificate
      demonstrating that, upon after giving pro forma effect to such increase, the
      Borrowers would be in pro forma
      compliance with the Financial Covenants as of the end of the most recently
      ended
      Fiscal Quarter for which appropriate financial information is available, and
      (ii) certifying that, before and after giving effect to such increase, (A)
      the
      representations and warranties contained in Article
      III
      and the
      other Loan Documents are true and correct in all material respects on and as
      of
      the Term Loan Commitments Increase Effective Date, except to the extent that
      such representations and warranties specifically refer to an earlier date,
      in
      which case they are true and correct in all material respects as of such earlier
      date and (B) no Default exists.

     

    
      
        
        

      

      
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    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the Lenders and the Administrative Agent to enter into this Agreement
      and to extend credit hereunder and under the other Loan Documents on the
      Effective Date, each Loan Party makes the representations and warranties set
      forth in this Article
      III
      (after
      giving effect to the Transactions) and upon the occurrence of each Credit Event
      thereafter:

     

    Section
      3.01 Organization,
      etc.Each
      Loan
      Party (a) is a corporation or other form of legal entity, and each of its
      Subsidiaries is a corporation, partnership or other form of legal entity,
      validly organized and existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization, as the case may be, (b)
      has
      all requisite corporate or other power and authority to carry on its business
      as
      now conducted, (c) is duly qualified to do business and is in good standing
      as a
      foreign corporation or foreign partnership (or comparable foreign qualification,
      if applicable, in the case of any other form of legal entity), as the case
      may
      be, in each jurisdiction where the nature of its business requires such
      qualification, except where the failure to so qualify will not have a Material
      Adverse Effect, and (d) has full power and authority and holds all requisite
      material governmental licenses, permits and other approvals to enter into and
      perform its obligations under this Agreement and each other Loan Document to
      which it is a party and to own or hold under lease its Property and to conduct
      its business substantially as currently conducted by it.

     

    Section
      3.02 Due
      Authorization, Non-Contravention, etc.The
      execution, delivery and performance by each Loan Party of this Agreement and
      each other Loan Document to which it is a party, the borrowing of the Loans,
      the
      use of the proceeds thereof and the issuance of the Letters of Credit hereunder
      are within each Loan Party’s corporate, partnership or comparable powers, as the
      case may be, have been duly authorized by all necessary corporate, partnership
      or comparable and, if required, stockholder action, as the case may be, and
      do
      not: 

     

    (a) contravene
      the Organic Documents of any Loan Party or any of its respective
      Subsidiaries;

     

    
      
        
        

      

      
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    (b) contravene
      any material law, statute, rule or regulation binding on or affecting any Loan
      Party or any of its respective Subsidiaries;

     

    (c) except
      as
      set forth on Schedule
      3.02(c),
      violate
      or result in a default or event of default or an acceleration of any rights
      or
      benefits under any material indenture, agreement or other instrument binding
      upon any Loan Party or any of its respective Subsidiaries; or

     

    (d) result
      in, or require the creation or imposition of, any Lien on any material asset
      of
      any Loan Party or any of its respective Subsidiaries, except Liens created
      under
      the Loan Documents.

     

    Section
      3.03 Government
      Approval, Regulation, etc.Except
      as
      set forth on Schedule 3.03,
      no
      consent, authorization or approval or other action by, and no notice to or
      filing with, any Governmental Authority or regulatory body or other Person
      is
      required for the due execution, delivery or performance by the Borrowers or
      any
      other Loan Party of this Agreement or any other Loan Document which has been
      entered into, the borrowing of the Loans, the use of the proceeds thereof and
      the issuance of Letters of Credit hereunder, nor for the consummation of the
      Merger, except such as have been obtained or made and are in full force and
      effect and except filings necessary to perfect Liens under the Security
      Documents. No Loan Party or any of its respective Subsidiaries is an “investment
      company” within the meaning of the Investment Company Act of 1940, as
      amended.

     

    Section
      3.04 Validity,
      etc.This
      Agreement has been duly executed and delivered by each Loan Party and
      constitutes, and each other Loan Document to which any Loan Party is to be
      a
      party will, on the due execution and delivery thereof and assuming the due
      execution and delivery of this Agreement by each of the other parties hereto,
      constitute, the legal, valid and binding obligation of such Loan Party
      enforceable in accordance with its respective terms, subject to the effect
      of
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      the
      enforceability of creditors’ rights generally and to general principles of
      equity.

     

    Section
      3.05 Financial
      Information.
      (a)
      The
      consolidated balance sheets of (i) Holdings and its Subsidiaries as of December
      31, 2004, 2005 and 2006, reported on by Ernst & Young, LLP, independent
      public accountants, and (ii) the Target and its Subsidiaries as of December
      31,
      2004, 2005 and 2006, reported on by KPMG LLP, and, in each case, the related
      consolidated statements of earnings and cash flows of such Person and its
      Subsidiaries for the three years ended December 31, 2006, copies of which have
      been furnished to the Administrative Agent and each Lender, have been prepared
      in accordance with GAAP consistently applied, and present fairly in all material
      respects the consolidated financial condition of (x) Holdings and its
      Subsidiaries (in the case of the financial statements referred to in clause
      (i)
      above) and (y) the Target and its Subsidiaries (in the case of the financial
      statements referred to in clause (ii) above) as of the dates thereof and the
      results of their operations and cash flows for the periods then
      ended.

     

    (b) On
      the
      Effective Date, except for the Obligations, as disclosed in the financial
      statements referred to above or the notes thereto or on Schedule 3.05(b)
      hereto,
      neither the Loan Parties nor any of their Subsidiaries has any Indebtedness,
      material contingent liabilities, long-term commitments or unrealized
      losses.

     

    Section
      3.06 No
      Material Adverse Effect.
      Since
      December 31, 2006, no event or circumstance has occurred that has had, or could
      reasonably be expected to have, a Material Adverse Effect.

     

    Section
      3.07 Litigation.
      Except
      as set forth on Schedule
      3.07,
      there
      is no pending or, to the knowledge of any Loan Party, threatened litigation,
      action or proceeding (including, without limitation, any existing or new
      litigation relating to the Transactions) affecting any Loan Party or any of
      their respective Subsidiaries’ operations, properties, businesses, assets or
      prospects, or the ability of the parties to consummate the transactions
      contemplated hereby, which would have a Material Adverse Effect or which
      purports to affect the legality, validity or enforceability of this Agreement,
      the Merger Documents, any other Loan Document, the Transactions or the other
      transactions contemplated hereby.

     

    
      
        
        

      

      
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    Section
      3.08 Compliance
      with Laws and Agreements.
      Except
      as set forth on Schedule 3.08,
      none of
      the Loan Parties has violated, is in violation of or has been given written
      notice of any violation of any Applicable Law (other than Environmental Laws,
      which are the subject of Section 3.13),
      regulation or order of any Governmental Authority applicable to it or its
      property or any indenture, agreement or other instrument binding upon it or
      its
      property, except for any violations which do not have a Material Adverse Effect.
      No Default has occurred and is continuing.

     

    Section
      3.09 Subsidiaries.
      Schedule
      3.09
      sets
      forth the name of, type of entity, and the direct or indirect ownership interest
      of Holdings and its Subsidiaries (including the legal structure) or other
      investment of Holdings and identifies each Subsidiary of Holdings that is a
      Loan
      Party, in each case as of the date of this Agreement and after giving effect
      to
      the Merger.

     

    Section
      3.10 Ownership
      of Properties.
      (a)
      Each
      Loan Party and its Subsidiaries has good and marketable title to (or other
      similar title in jurisdictions outside the United States of America), or valid
      leasehold interests in, or easements or other limited property interests in,
      or
      is licensed to use, all its material properties and assets (including all
      Mortgaged Properties), except where the failure to have such title in the
      aggregate could not reasonably be expected to have a Material Adverse Effect.
      All Mortgaged Properties are free and clear of Liens, except for Prior Liens
      and
      all of such other properties are free and clear of Liens, other than Permitted
      Liens.

     

    (b) As
      of the
      date of this Agreement, Schedule
      3.10(b)
      contains
      and will contain a true and complete list of each parcel of Real Property (i)
      owned by any Loan Party as of the date of this Agreement and describes the
      type
      of interest therein held by such Loan Party and (ii) leased, subleased or
      otherwise occupied or utilized by any Loan Party, as lessee, as of the date
      of
      this Agreement and describes the type of interest therein held by such Loan
      Party and whether such lease, sublease or other instrument requires the consent
      of the landlord thereunder or other parties thereto to the
      Transactions.

     

    (c) Each
      of
      Holdings and its Subsidiaries has complied with all obligations under all leases
      to which it is a party, except where the failure to comply would not have a
      Material Adverse Effect, and all such leases are in full force and effect,
      except leases in respect of which the failure to be in full force and effect
      could not reasonably be expected to have a Material Adverse Effect. Each of
      Holdings and its Subsidiaries enjoys peaceful and undisturbed possession under
      all such leases, other than leases in respect of which the failure to enjoy
      peaceful and undisturbed possession could not reasonably be expected to,
      individually or in the aggregate, have a Material Adverse Effect.

     

    (d) Each
      of
      Holdings and each of its Subsidiaries owns, possesses, is licensed or otherwise
      has the right to use, or could obtain ownership or possession of, on terms
      not
      materially adverse to it, all patents, trademarks, service marks, trade names,
      copyrights, licenses and rights with respect thereto necessary for the present
      conduct of its business, without any known conflict with the rights of others,
      except where such conflicts could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect.

     

    (e) As
      of the
      date of this Agreement, neither Holdings nor any of its Subsidiaries has
      received any written notice of, or has any knowledge of, any pending or
      contemplated condemnation proceeding affecting any of the Mortgaged Properties
      or any sale or disposition thereof in lieu of condemnation that remains
      unresolved as of the Effective Date.

     

    
      
        
        

      

      
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    (f) Neither
      Holdings nor any of its Subsidiaries is obligated on the Effective Date under
      any right of first refusal, option or other contractual right to sell, assign
      or
      otherwise dispose of any Mortgaged Property or any interest
      therein.

     

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

     

    Section
      3.11 Taxes.
      As of
      the date of this Agreement, each Loan Party and each Subsidiary has filed all
      federal, foreign and all other material income tax returns and reports required
      by Applicable Law to have been filed by it and has paid all material taxes
      and
      governmental charges due, except any such taxes or charges which are being
      diligently contested in good faith by appropriate proceedings and for which
      adequate reserves in accordance with GAAP shall have been set aside on its
      books; provided
      that, in
      the case of any taxes that are being contested, any such contest of taxes or
      charges with respect to Collateral shall satisfy the Contested Collateral Lien
      Conditions.

     

    Section
      3.12 Pension
      and Welfare Plans.
      No
      ERISA Event has occurred or is reasonably expected to occur which could
      reasonably be expected to have a Material Adverse Effect or give rise to a
      Lien
      (other than a Permitted Lien) on the assets of Holdings or any of its
      Subsidiaries. Each Loan Party and each of their ERISA Affiliates are in
      compliance in all respects with the presently applicable provisions of ERISA
      and
      the Code with respect to each Plan except for failures to so comply which could
      not reasonably be expected to have a Material Adverse Effect. Except as set
      forth on Schedule
      3.12,
      no
      condition exists or event or transaction has occurred with respect to any Plan
      which reasonably might result in the incurrence by any Loan Party or any ERISA
      Affiliate of any liability, fine or penalty which could reasonably be expected
      to have a Material Adverse Effect. No Loan Party or Subsidiary has any
      contingent liability with respect to post-retirement benefits provided under
      a
      Welfare Plan, other than (i) liability for continuation coverage described
      in
      Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually
      or in the aggregate, could not reasonably be expected to have a Material Adverse
      Effect.

     

    Except
      as
      could not reasonably be expected to have a Material Adverse Effect, (a) 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 (b) no Loan Party or Subsidiary has incurred any
      obligation in connection with the termination of or withdrawal from any Foreign
      Plan.

     

    Section
      3.13 Environmental
      Warranties.
      (a)
      Except
      as set forth on Schedule
      3.13(a),
      all
      facilities and property owned, leased or operated by Holdings or any of its
      Subsidiaries, and all operations conducted thereon, are in compliance with
      all
      Environmental Laws, except for such noncompliance that, individually or in
      the
      aggregate, could not reasonably be expected to have a Material Adverse
      Effect.

     

    (b) Except
      as
      set forth on Schedule
      3.13(b),
      there
      are no pending or threatened (in writing):

     

    
      
        
        

      

      
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    (i) Environmental
      Claims received by Holdings or any of its Subsidiaries, or

     

    (ii) 
      written
      claims, complaints, notices or inquiries received by Holdings or any of its
      Subsidiaries regarding Environmental Liability,

     

    in
      each
      case which, individually or in the aggregate, could reasonably be expected
      to
      have a Material Adverse Effect.

     

    (c) Except
      as
      set forth on Schedule
      3.13(c),
      there
      have been no Releases of Hazardous Materials at, on, under or from any property
      now or, to any Loan Party’s knowledge, previously owned, leased or operated by
      Holdings or any of its Subsidiaries that, individually or in the aggregate,
      have
      had or could reasonably be expected to have a Material Adverse
      Effect.

     

    (d) Holdings
      and its Subsidiaries have been issued and are in compliance with all
      Environmental Permits necessary for their operations, facilities and businesses
      and each is in full force and effect, except for such Environmental Permits
      which, if not so obtained or as to which Holdings and its Subsidiaries are
      not
      in compliance, or are not in effect, individually or in the aggregate, could
      not
      reasonably be expected to have a Material Adverse Effect.

     

    (e) Except
      as
      set forth on Schedule
      3.13(e),
      as of
      the date of this Agreement, no property now or, to any Loan Party’s knowledge,
      previously owned, leased or operated by Holdings or any of its Subsidiaries
      is
      listed or proposed (with respect to owned property only) for listing on the
      CERCLIS or on any similar state list of sites requiring investigation or
      clean-up, or on the National Priorities List pursuant to CERCLA.

     

    (f) There
      are
      no underground storage tanks, active or abandoned, including petroleum storage
      tanks, surface impoundments or disposal areas, on or under any property now
      or,
      to any Loan Party’s knowledge, previously owned or leased by Holdings or any of
      its Subsidiaries which, singly or in the aggregate, could reasonably be expected
      to have a Material Adverse Effect.

     

    (g) As
      of the
      date of this Agreement, neither Holdings nor any of its Subsidiaries has
      transported or arranged for the transportation of any Hazardous Material to
      any
      location which is listed or proposed for listing on the National Priorities
      List
      pursuant to CERCLA, on the CERCLIS or on any similar state list or which is
      the
      subject of federal, state or local enforcement actions or other investigations
      which would reasonably be expected to lead to any Environmental Claim against
      Holdings or any of its Subsidiaries.

     

    (h) As
      of the
      date of this Agreement, no Liens have been recorded pursuant to any
      Environmental Law with respect to any property or other assets currently owned
      or leased by Holdings or any of its Subsidiaries.

     

    (i) Neither
      Holdings nor any of its Subsidiaries is currently conducting any Remedial Action
      pursuant to any Environmental Law, nor has Holdings or any of its Subsidiaries
      assumed by contract, agreement or operation of law any obligation under
      Environmental Law, the cost of which, singly or in the aggregate, could
      reasonably be expected to have a Material Adverse Effect.

     

    (j) There
      are
      no polychlorinated biphenyls or friable asbestos present at any property owned,
      leased or operated by Holdings or any of its Subsidiaries, which, singly or
      in
      the aggregate, could reasonably be expected to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    Section
      3.14 Regulations
      U and X.
      The
      Loans, the use of the proceeds thereof, the Transactions, this Agreement and
      the
      transactions contemplated hereby will not result in a violation of or be
      inconsistent with any provision of Regulation U or Regulation X.

     

    Section
      3.15 Disclosure;
      Accuracy of Information; Pro Forma Balance Sheets and Projected Financial
      Statements.
      (a)
      The Loan
      Parties have disclosed to the Lenders all agreements, instruments and corporate
      or other restrictions to which they and their Subsidiaries are subject, and
      all
      other matters known to any of them that, individually or in the aggregate,
      could
      reasonably be expected to have a Material Adverse Effect. Neither this Agreement
      nor any other document, certificate or statement furnished to the Administrative
      Agent or any Lender by or on behalf of any Loan Party in connection herewith
      contains any untrue statement of a material fact or omits to state any material
      fact necessary in order to make the statements contained herein and therein
      not
      misleading, in light of the circumstances under which they were made;
provided
      that to
      the extent this or any such document, certificate or statement was based upon
      or
      constitutes a forecast, estimate or projection, the Loan Parties represent
      only
      that such forecast, estimate or projection was made in good faith by the Loan
      Parties and was prepared using reasonable assumptions and
      estimates.

     

    (b) The
      pro
      forma consolidated income statement projections for Holdings and its
      Subsidiaries on a combined basis, pro forma consolidated balance sheet
      projections for Holdings and its Subsidiaries on a combined basis and pro forma
      consolidated cash flow projections for Holdings and its Subsidiaries on a
      combined basis for the Fiscal Years ending 2008 through 2014, inclusive, which
      have been prepared on an annual basis (the “Projected
      Financial Statements”),
      give
      appropriate effect to the Transactions and all Indebtedness and Liens incurred
      or created in connection with the Transactions. The assumptions made in
      preparing the Projected Financial Statements are believed by each Loan Party
      to
      be reasonable as of the date of such projections and as of the Effective Date
      and all material assumptions with respect to the Projected Financial Statements
      are set forth therein. The Projected Financial Statements present a good faith
      estimate of the consolidated financial information contained therein at the
      date
      thereof based upon estimates or assumptions believed by each Loan Party to
      be
      reasonable, it being recognized by the Administrative Agent and the Lenders,
      however, that projections as to future events are not to be viewed as facts
      and
      that the actual results during the period or periods covered by the projections
      probably will differ from the projected results and that the difference may
      be
      material.

     

    Section
      3.16 Insurance.
      As of
      the date of this Agreement, set forth on Schedule
      3.16
      is a
      summary of all insurance policies maintained by Holdings and its Subsidiaries
      (a) with respect to properties material to the businesses of Holdings and its
      Subsidiaries against such casualties and contingencies and of such types and
      in
      such amounts as are customary in the case of similar businesses operating in
      the
      same or similar locations, and (b) required to be maintained pursuant to the
      Security Documents. All such insurance policies are maintained with financially
      sound and responsible insurance companies.

     

    Section
      3.17 Labor
      Matters.
      Except
      as could not reasonably be expected to have a Material Adverse Effect, (a)
      there
      are no strikes, lockouts or slowdowns against Holdings or any of its
      Subsidiaries pending or, to the knowledge of any Loan Party, threatened; (b)
      the
      hours worked by and payments made to employees of Holdings or any of its
      Subsidiaries have not been in violation of the Fair Labor Standards Act or
      any
      other applicable Federal, state, local or foreign law dealing with such matters;
      and (c) all payments due from Holdings or any of its Subsidiaries, or for which
      any claim may be made against Holdings or any of its Subsidiaries, on account
      of
      wages and employee health and welfare insurance and other benefits, have been
      paid or accrued as a liability on the books of Holdings or such
      Subsidiary.

     

    
      
        
        

      

      
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    Section
      3.18 Solvency.
      Immediately following the Transactions and immediately after giving effect
      to
      each Credit Event, each Loan Party and each of their respective Subsidiaries
      will be Solvent.

     

    Section
      3.19 Securities.
      The
      Equity Interests of Holdings and each of its Subsidiaries have been duly
      authorized, issued and delivered and are fully paid, nonassessable and were
      not
      issued in violation of any preemptive rights. Except as set forth in
Schedule
      3.19,
      the
      Equity Interests of each Subsidiary held, directly or indirectly, by any Loan
      Party are owned, directly or indirectly, by such Loan Party free and clear
      of
      all Liens (other than Permitted Liens). Except as set forth in Schedule
      3.19,
      there
      are not, as of the date of this Agreement, any options, warrants, calls,
      subscriptions, convertible or exchangeable securities, rights, agreements,
      commitments or arrangements for any Person to acquire any Equity Interests
      of
      Holdings and each of its Subsidiaries or any other securities convertible into,
      exchangeable for or evidencing the right to subscribe for any such Equity
      Interests.

     

    Section
      3.20 Security
      Documents.
      (a)
      The
      Collateral Agreement is effective to create in favor of the Administrative
      Agent
      for its benefit and the benefit of the Secured Parties, legal, valid and
      enforceable security interests in the Securities Collateral and, when such
      Securities Collateral is delivered to the Administrative Agent together with
      stock powers or endorsements in blank, the Administrative Agent shall have
      a
      fully perfected Lien on, and security interest in, all right, title and interest
      of the pledgor thereunder in such Securities Collateral.

     

    (b) (i)
      The
      Collateral Agreement is effective to create in favor of the Administrative
      Agent, for its benefit and the benefit of the Secured Parties, legal, valid
      and
      enforceable security interests in the Collateral described therein to the extent
      such Collateral is not excluded from the coverage of Article 9 of the UCC and
      (ii) when (x) financing statements in appropriate form are filed in the
      applicable filing offices to perfect such security interests (to the extent
      such
      security interests can be perfected by filing) and (y) upon the taking of
      possession or control by the Administrative Agent of any such Collateral in
      which a security interest may be perfected only by possession or control (which
      possession or control shall be given to the Administrative Agent to the extent
      possession or control by the Administrative Agent is required by the Collateral
      Agreement), the Administrative Agent shall have a fully perfected Lien on,
      and
      security interest in, all right, title and interest of the grantors thereunder
      in such Collateral (other than the Intellectual Property (as defined in the
      Collateral Agreement)) to the extent such Lien and security interest can be
      perfected by the filing of a financing statement pursuant to the UCC or by
      possession or control by the Administrative Agent, in each case prior and
      superior in right to any other Person, other than with respect to Permitted
      Liens.

     

    (c) When
      the
      filings in clause (b)(ii)(x) above are made and when the Collateral Agreement
      (or a summary thereof) is filed in the United States Patent and Trademark Office
      and the United States Copyright Office, the Administrative Agent shall have
      a
      fully perfected Lien on, and security interest in, all right, title and interest
      of the Loan Parties in the Intellectual Property (as defined in the Collateral
      Agreement) in which a security interest may be perfected by filing, recording
      or
      registering a security agreement, financing statement or analogous document
      in
      the United States Patent and Trademark Office or the United States Copyright
      Office, as applicable (it being understood that subsequent recordings in the
      United States Patent and Trademark Office and the United States Copyright Office
      may be necessary to perfect a Lien on registered trademarks, trademark
      applications and copyrights acquired by the Loan Parties after the Effective
      Date), in each case prior and superior in right to any other Person other than
      with respect to Permitted Liens.

     

    (d) Each
      Mortgage executed and delivered as of the Effective Date is, or, to the extent
      any Mortgage is duly executed and delivered thereafter by Holdings or any of
      its
      Subsidiaries, will be, effective to create in favor of the Administrative Agent,
      for its benefit and the benefit of the Secured Parties, a legal, valid and
      enforceable Lien on and security interest in all of the Loan Parties’ right,
      title and interest in and to the Mortgaged Properties thereunder and the
      proceeds thereof, and when the Mortgages are filed in the offices specified
      on
Schedule
      3.20(d),
      the
      Mortgages shall constitute a Lien on, and security interest in, all right,
      title
      and interest of the Loan Parties in such Mortgaged Properties and the proceeds
      thereof, in each case prior and superior in right to any other Person, other
      than with respect to the rights of Persons pursuant to Prior Liens.

     

    
      
        
        

      

      
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    Section
      3.21 Anti
      -Terrorism Laws.
      (a)
      No Loan
      Party nor any of their respective Subsidiaries or, to the knowledge of any
      of
      the Loan Parties, any of their Affiliates is in violation of any Applicable
      Laws
      relating to terrorism or money laundering (“Anti-Terrorism
      Laws”),
      including Executive Order No. 13224 on Terrorist Financing, effective September
      24, 2001 (the “Executive
      Order”),
      and
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

     

    (b) No
      Loan
      Party or Subsidiary of any Loan Party or, to the knowledge of any of the Loan
      Parties, any of their Affiliates or their respective brokers or other agents
      acting or benefiting in any capacity in connection with the Loans is any of
      the
      following:

     

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

     

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

     

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

     

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

     

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

     

    (c) No
      Loan
      Party or Subsidiary of any Loan Party or, to the knowledge of any Loan Party,
      any of their Affiliates or their respective brokers or other agents acting
      in
      any capacity in connection with the Loans (i) conducts any business or engages
      in making or receiving any contribution of funds, goods or services to or for
      the benefit of any Person described in clause (b) above, (ii) deals in, or
      otherwise engages in any transaction relating to, any property or interests
      in
      property blocked pursuant to the Executive Order, or (iii) engages in or
      conspires to engage in any transaction that evades or avoids, or has the purpose
      of evading or avoiding, or attempts to violate, any of the prohibitions set
      forth in any Anti-Terrorism Law.

     

    ARTICLE
      IV

     

    CONDITIONS

     

    Section
      4.01 Effective
      Date.
      The
      closing shall take place at the offices of Kennedy Covington Lobdell &
Hickman, L.L.P. at 10:00 a.m. on December 31, 2007, or at such other place,
      date
      and time as the parties hereto shall mutually agree (such date, the
“Effective
      Date”).
      The
      obligation of the Lenders to close this Agreement and to make the Initial Term
      Loans and Revolving Loans or of the Issuing Bank to issue, amend, renew or
      extend the initial Letter of Credit, if any, is subject to the satisfaction
      of
      each of the following conditions:

     

    
      
        
        

      

      
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    (a) Executed
      Loan Documents.
      This
      Agreement, a Note in favor of each Lender requesting a Note and the Security
      Documents, together with any other applicable Loan Documents, shall have been
      duly authorized, executed and delivered to the Administrative Agent by the
      parties thereto, shall be in full force and effect and no Default shall exist
      hereunder or thereunder.

     

    (b) Closing
      Certificates; Etc.
      The
      Administrative Agent shall have received each of the following in form and
      substance reasonably satisfactory to the Administrative Agent: 

     

    (i) Officer’s
      Certificate.
      A
      certificate from an Authorized Officer of Holdings to the effect that all
      representations and warranties of the Loan Parties contained in this Agreement
      and the other Loan Documents are true, correct and complete; that none of the
      Loan Parties is in violation of any of the covenants contained in this Agreement
      and the other Loan Documents; that, after giving effect to the transactions
      contemplated by this Agreement, no Default has occurred and is continuing;
      and
      that each of the
      Loan
      Parties, as applicable, has satisfied each of the conditions set forth in
Section
      4.01
      and
Section
      4.03.

     

    (ii) Certificate
      of Secretary of each Loan Party.
      A
      certificate of an Authorized Officer of each Loan Party certifying as to the
      incumbency and genuineness of the signature of each officer of such Loan Party
      executing Loan Documents to which it is a party and certifying that attached
      thereto is a true, correct and complete copy of (A) the articles or certificate
      of incorporation or formation of such Loan Party and all amendments thereto,
      certified as of a recent date by the appropriate Governmental Authority in
      its
      jurisdiction of incorporation or formation, (B) the bylaws or other governing
      document of such Loan Party as in effect on the Effective Date, (C) resolutions
      duly adopted by the board of directors or other governing body of such Loan
      Party authorizing the transactions contemplated hereunder and the execution,
      delivery and performance of this Agreement and the other Loan Documents to
      which
      it is a party, and (D) each certificate required to be delivered pursuant to
      Section
      4.01(b)(iii).

     

    (iii) Certificates
      of Good Standing.
      Certificates as of a recent date of the good standing of each Loan Party under
      the laws of its jurisdiction of organization and, to the extent requested by
      the
      Administrative Agent, each other jurisdiction where such Loan Party is qualified
      to do business and, to the extent available, a certificate of the relevant
      taxing authorities of such jurisdictions certifying that such Loan Party has
      filed required tax returns and owes no delinquent taxes.

     

    (iv) Opinions
      of Counsel.
      Favorable opinions of counsel to the Loan Parties addressed to the
      Administrative Agent and the Lenders with respect to the Loan Parties, the
      Loan
      Documents and such other matters as the Lenders shall request, which such
      opinion expressly permit successors and assignees of the Lenders to rely
      upon.

     

    (v) Tax
      Forms.
      Copies
      of the United States Internal Revenue Service forms required by Section
      2.16.

     

    
      
        
        

      

      
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    (c) Personal
      Property Collateral.
      

     

    (i) Filings
      and Recordings.
      The
      Administrative Agent shall have received all filings and recordations that
      are
      necessary to perfect the security interests of the Administrative Agent, on
      behalf of itself and the other Secured Parties, in the Collateral and the
      Administrative Agent shall have received evidence reasonably satisfactory to
      the
      Administrative Agent that upon such filings and recordations such security
      interests constitute valid and perfected first priority Liens thereon (subject
      only to Permitted Liens).

     

    (ii) Pledged
      Collateral.
      The
      Administrative Agent shall have received (A) original stock certificates or
      other certificates evidencing the Securities Collateral pledged pursuant to
      the
      Security Documents, together with an undated stock power for each such
      certificate duly executed in blank by the registered owner thereof and (B)
      each
      original promissory note pledged pursuant to the Security
      Documents.

     

    (iii) Lien
      Search.
      The
      Administrative Agent shall have received the results of a Lien search (including
      a search as to judgments, pending litigation and tax matters), in form and
      substance reasonably satisfactory thereto, made against the Loan Parties under
      the Uniform Commercial Code (or applicable judicial docket) as in effect in
      any
      state in which any of the assets of such Loan Party are located, indicating
      among other things that its assets are free and clear of any Lien except for
      Permitted Liens.

     

    (iv) Hazard
      and Liability Insurance.
      The
      Administrative Agent shall have received certificates of property hazard,
      business interruption and liability insurance, evidence of payment of all
      insurance premiums for the current policy year of each (naming the
      Administrative Agent as loss payee (and mortgagee, as applicable) on all
      certificates for property hazard insurance and as additional insured on all
      certificates for liability insurance), and, if requested by the Administrative
      Agent, copies (certified by an Authorized Officer of each of the Borrowers)
      of
      insurance policies in the form required pursuant to Section
      3.16.

     

    (d) Real
      Property Collateral.

     

    (i) Mortgages.
      The
      Administrative Agent shall have received Mortgages encumbering each Mortgaged
      Property identified on Schedule
      1.01(a)
      in favor
      of the Administrative Agent, for its benefit and the benefit of the other
      Secured Parties, in each case duly executed and acknowledged by the applicable
      Loan Party and otherwise in proper form for recording in the applicable
      recording office where each such Mortgaged Property is situated, together with
      all financing statements, certificates, affidavits, questionnaires or returns
      as
      shall be requested in connection with the recording or filing thereof to create
      a Lien under Applicable Law, all of which shall be in form and substance
      reasonably satisfactory to the Administrative Agent, and any other instruments
      necessary to grant a mortgage Lien under the laws of any applicable
      jurisdiction, which Mortgage, financing statements and other instruments shall,
      when recorded, be effective to create a Lien on such Mortgaged Property subject
      to no other Liens except Prior Liens that are Permitted Liens.

     

    (ii) Title
      Insurance.
      The
      Administrative Agent shall have received a marked-up commitment for a policy
      of
      title insurance with respect to each Mortgaged Property set forth on
Schedule
      1.01(a),
      insuring the first priority Liens of the Secured Parties and showing no Liens
      prior to Liens of the Secured Parties other than for ad valorem taxes not yet
      due and payable, with title insurance companies acceptable to the Administrative
      Agent. Further, the Loan Parties agree to provide or obtain “as built” surveys
      certified as of recent date by a registered engineer or land surveyor
      (accompanied by an affidavit of an authorized signatory of the owner of such
      property stating that there have been no improvements or encroachments to the
      property since the date of the respective survey such that the existing survey
      is no longer accurate) and any customary affidavits, zoning letters and
      indemnities, in each case as may be required or necessary to obtain title
      insurance satisfactory to the Administrative Agent. 

     

    
      
        
        

      

      
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    (iii) Title
      Exceptions.
      The
      Administrative Agent shall have received copies of all recorded documents
      creating exceptions to the title policy referred to in Section
      4.01(d)(ii).

     

    (iv) Matters
      Relating to Flood Hazard Properties.
      The
      Administrative Agent shall have received a certification form of a certification
      from the National Research Center, or any successor agency thereto, regarding
      each Mortgaged Property set forth on Schedule
      1.01(a).

     

    (v) Environmental
      Assessments.
      The
      Administrative Agent shall have received a Phase I environmental assessment
      or
      such other environmental report reasonably requested by the Administrative
      Agent
      regarding each Mortgaged Property set forth on Schedule
      1.01(a)
      by an
      environmental engineering firm acceptable to the Administrative Agent showing
      no
      environmental conditions in violation of Environmental Laws or liabilities
      under
      Environmental Laws, either of which could reasonably be expected to have a
      Material Adverse Effect.

     

    (vi) Other
      Real Property Information.
      The
      Administrative Agent shall have received such other certificates, documents
      and
      information as are reasonably requested by the Lenders, each in form and
      substance satisfactory to the Administrative Agent.

     

    (e) Consents;
      No Injunctions.

     

    (i) Governmental
      and Third Party Approvals.
      The
      Loan Parties shall have received all material governmental, shareholder and
      third party consents and approvals necessary (or any other material consents
      as
      determined in the reasonable discretion of the Administrative Agent) in
      connection with the transactions contemplated by this Agreement and the other
      Loan Documents and the other transactions contemplated hereby and all applicable
      waiting periods shall have expired without any action being taken by any Person
      that could reasonably be expected to restrain, prevent or impose any material
      adverse conditions on any of the Loan Parties or such other transactions or
      that
      could seek or threaten any of the foregoing, and no law or regulation shall
      be
      applicable which in the reasonable judgment of the Administrative Agent could
      reasonably be expected to have such effect.

     

    (ii) No
      Injunction, Etc.
      No
      action, proceeding, investigation, regulation or legislation shall have been
      instituted, threatened or proposed before any Governmental Authority to enjoin,
      restrain, or prohibit, or to obtain substantial damages in respect of, or which
      is related to or arises out of this Agreement or the other Loan Documents or
      the
      consummation of the Transactions, or which, in the Administrative Agent’s sole
      discretion, would make it inadvisable to consummate the transactions
      contemplated by this Agreement or the other Loan Documents or the consummation
      of the transactions contemplated hereby or thereby.

     

    (f) Financial
      Matters.

     

    (i) Financial
      Statements.
      The
      Administrative Agent shall have received copies of (A) each of the financial
      statements referred to in Section
      3.05;
      (B) the
      interim unaudited financial statements of the Target and its Subsidiaries for
      each fiscal quarter ended since December 31, 2006 for which appropriate
      financial information is available and (C) the interim unaudited financial
      statements of Holdings and its Subsidiaries for each fiscal quarter ended since
      December 31, 2006 for which appropriate financial information is
      available.

     

    
      
        
        

      

      
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    (ii) Financial
      Projections.
      The
      Administrative Agent shall have received copies of the Projected Financial
      Statements.

     

    (iii) Financial
      Condition Certificate.
      Holdings shall have delivered to the Administrative Agent a certificate, in
      form
      and substance satisfactory to the Administrative Agent, and certified as
      accurate by an Authorized Officer of Holdings, that (A) Holdings and each of
      its
      Subsidiaries are each Solvent, (B) the payables of Holdings and its Subsidiaries
      are current and not past due and (C) attached thereto are calculations
      evidencing compliance on a pro forma basis with the Financial
      Covenants.

     

    (iv) Payment
      at Closing; Fee Letters.
      Holdings shall have paid (A) to the Administrative Agent, the Arranger and
      the
      Lenders the fees set forth or referenced in Section
      2.10(d)
      any
      other accrued and unpaid fees or commissions due hereunder, (B) all reasonable
      fees, charges and disbursements of counsel to the Administrative Agent (directly
      to such counsel if requested by the Administrative Agent), plus such additional
      amounts of such fees, charges and disbursements as shall constitute its
      reasonable estimate of such fees, charges and disbursements incurred or to
      be
      incurred by it through the closing proceedings (provided
      that
      such estimate shall not thereafter preclude a final settling of accounts between
      Holdings and the Administrative Agent) and (C) to any other Person such amount
      as may be due thereto in connection with the Transactions, including all taxes,
      fees and other charges in connection with the execution, delivery, recording,
      filing and registration of any of the Loan Documents.

     

    (g) Merger.

     

    (i) Merger
      Documents.
      The
      Administrative Agent shall have received (A) copies of the fully-executed Merger
      Documents certified by an Authorized Officer, all of which shall be in form
      and
      substance reasonably satisfactory to the Administrative Agent and (B)
      satisfactory evidence that none of the Merger Documents was altered, amended
      or
      otherwise changed or supplemented or any material condition therein waived,
      without the prior written consent of the Administrative Agent. 

     

    (ii) Consents;
      Approvals.
      The
      Administrative Agent shall have received evidence, in form and substance
      reasonably satisfactory to the Administrative Agent, that (A) all consents
      and
      approvals required pursuant to the terms of the Merger Agreement have been
      received and obtained and are in full force and effect, including, the consent
      of the board of directors of the Target and (B) the Merger Documents to be
      filed
      with the Pennsylvania Department of State (or any other applicable office)
      have
      been pre-cleared by all applicable Governmental Authorities and will be filed
      concurrently with the closing of this Agreement.

     

    (iii) Conditions
      to the Merger.
      The
      Merger shall have been consummated in accordance with the terms of the Merger
      Documents and in accordance with all Applicable Laws.

     

    (h) Miscellaneous.

     

    (i) Borrowing
      Request.
      The
      Administrative Agent shall have received a Borrowing Request from the Borrowers
      in accordance with Section
      2.02,
      and a
      Notice of Account Designation specifying the account or accounts to which the
      proceeds of any Loans made after the Effective Date are to be
      disbursed.

     

    (ii) Existing
      Indebtedness.
      All
      Indebtedness of Holdings or any Subsidiary thereof, other than indebtedness
      under this Agreement and any Indebtedness to remain outstanding shall be repaid
      in full and terminated and all collateral security therefor shall be released,
      and the Administrative Agent shall have received payoff letters in form and
      substance satisfactory to it evidencing such repayment, termination and
      release.

     

    
      
        
        

      

      
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    (iii) Other
      Documents.
      All
      opinions, certificates and other instruments and all proceedings in connection
      with the transactions contemplated by this Agreement shall be satisfactory
      in
      form and substance to the Administrative Agent. The Administrative Agent shall
      have received copies of all other documents, certificates and instruments
      reasonably requested thereby, with respect to the transactions contemplated
      by
      this Agreement.

     

    (i) Post-Closing
      Agreement.
      Notwithstanding the foregoing, the parties hereto agree that certain of the
      conditions set forth in Sections 4.01(c)(i)
      and
(iv)
      and
4.01(d)(i),
      (ii)
      and
(iv)
      hereto
      shall not be met on the Effective Date but shall instead be met on the schedule
      set forth in, and in accordance with the terms of, the Post-Closing
      Agreement.

     

    Section
      4.02 Conditions
      to Delayed Draw Term Loan.
      In
      addition to the conditions set forth in Section
      4.03,
      the
      obligation of the applicable Lenders to make the Delayed Draw Term Loans is
      subject to the satisfaction of each of the following conditions, as of the
      applicable date of the Delayed Draw Term Loan:

     

    (a) The
      Senior Note Redemption shall occur contemporaneously with, and shall be financed
      with the proceeds of, the funding of the Delayed Draw Term Loans, in accordance
      with the terms of the Senior Notes Indenture and otherwise in accordance with
      all Applicable Laws.

     

    (b) The
      Administrative Agent shall have received all documentation relating to the
      Senior Note Redemption reasonably requested by the Administrative Agent, which
      documentation shall be in form and substance satisfactory to the Administrative
      Agent.

     

    Section
      4.03 Conditions
      to Each Credit Event.
      The
      agreement of each Lender (including any Person with a Term Loan Commitment)
      to
      make any Loan and of the Issuing Bank to issue, amend, renew or extend any
      Letter of Credit (such event being called a “Credit
      Event”)
      (excluding, except for purposes of subsection (b) below only) continuations
      and
      conversions of Loans) requested to be made by it on any date is subject to
      the
      satisfaction of the following conditions:

     

    (a) The
      Administrative Agent shall have received a notice of such Credit Event as
      required by Section
      2.02,
      2.04
      or
2.06,
      as
      applicable.

     

    (b) The
      representations and warranties made by each Loan Party set forth in Article III
      hereof
      and in the other Loan Documents shall be true and correct with the same effect
      as if then made (unless expressly stated to relate to an earlier date, in which
      case such representations and warranties shall be true and correct as of such
      earlier date).

     

    (c) At
      the
      time of and immediately after such Credit Event, no Default shall have occurred
      and be continuing.

     

    (d) The
      Administrative Agent shall have received a Borrowing Request or Notice of
      Conversion/Continuation, as applicable, from the Borrower Representative in
      accordance with Section
      2.02
      or
Section
      2.03,
      as
      applicable.

     

    Each
      Credit Event shall be deemed to constitute a representation and warranty by
      the
      applicable Borrower on the date of such Credit Event, as to the matters
      specified in paragraphs (b) and (c) of this Section
      4.03.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    AFFIRMATIVE
      COVENANTS

     

    Each
      Loan
      Party hereby covenants and agrees with the Lenders that on or after the
      Effective Date and until the Commitments have expired or terminated and the
      principal of and interest on each Loan and all fees and other amounts payable
      hereunder or under any other Loan Document have been paid in full and all
      Letters of Credit have expired or terminated and all LC Disbursements shall
      have
      been reimbursed:

     

    Section
      5.01 Financial
      Information, Reports, Notices, etc.The
      Borrowers will furnish, or will cause to be furnished, to each Lender and the
      Administrative Agent copies of the following financial statements, reports,
      notices and information:

     

    (a) as
      soon
      as available and in any event within 45 days (or such shorter period for the
      filing of Holdings’ Form 10-Q as may be required by the SEC) after the end of
      each of the first three Fiscal Quarters of each Fiscal Year of Holdings,
      commencing with the Fiscal Quarter ending March 31, 2008, a consolidated balance
      sheet of Holdings as of the end of such Fiscal Quarter and consolidated
      statements of earnings and cash flow of Holdings for such Fiscal Quarter and
      for
      the same period in the prior Fiscal Year and for the period commencing at the
      end of the previous Fiscal Year and ending with the end of such Fiscal Quarter,
      certified by a Financial Officer of each Borrower;

     

    (b) as
      soon
      as available and in any event within 90 days (or such shorter period as may
      be
      required for the filing of Holdings’ Form 10-K by the SEC) after the end of each
      Fiscal Year of Holdings, commencing with the Fiscal Year ending December 31,
      2007, a copy of the annual audit report for such Fiscal Year for Holdings on
      a
      consolidated basis, including therein a consolidated balance sheet of Holdings
      as of the end of such Fiscal Year and consolidated statements of earnings and
      cash flow of Holdings for such Fiscal Year, in each case certified (without
      any
      Impermissible Qualification) by Ernst & Young LLP or other independent
      public accountants reasonably acceptable to the Administrative Agent, together
      with a certificate from a Financial Officer of the Borrowers (a “Compliance
      Certificate”)
      containing a computation in reasonable detail of, and showing compliance with,
      each of the financial ratios and restrictions contained in the Financial
      Covenants and a computation of Available Cash, Cumulative Available Cash and
      the
      amount of Subject Payments made and to the effect that, in making the
      examination necessary for the signing of such certificate, such Financial
      Officers have not become aware of any Default that has occurred and is
      continuing, or, if such Financial Officers have become aware of such Default,
      describing such Default and the steps, if any, being taken to cure it, and
      concurrently with the delivery of the foregoing financial statements, a
      certificate of the accounting firm that reported on such financial statements
      stating whether they obtained knowledge during the course of their examination
      of such financial statements of any Default (which certificate may be limited
      to
      the extent required by accounting rules or guidelines); and additionally
      consolidating financial information corresponding to the audited financial
      statements required above shall concurrently be provided;

     

    (c) as
      soon
      as available and in any event within 45 days (or such shorter period as may
      be
      required for the filing of Holdings’ Form 10-Q by the SEC) after the end of each
      Fiscal Quarter, a Compliance Certificate containing a computation in reasonable
      detail of, and showing compliance with, each of the financial ratios and
      restrictions contained in the Financial Covenants and a computation of Available
      Cash, Cumulative Available Cash and the amount of Subject Payments made and
      to
      the effect that, in making the examination necessary for the signing of such
      certificate, such Financial Officers have not become aware of any Default that
      has occurred and is continuing, or, if such Financial Officers have become
      aware
      of such Default, describing such Default and the steps, if any, being taken
      to
      cure it;

     

    
      
        
        

      

      
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    (d) no
      later
      than 10 days prior to the commencement of each Fiscal Year of Holdings beginning
      with the 2009 Fiscal Year, a detailed consolidated budget by Fiscal Quarter
      for
      such Fiscal Year (including a projected combined balance sheet and related
      statements of projected operations and cash flow as of the end of and for each
      Fiscal Quarter during such Fiscal Year and a narrative description from a
      Financial Officer describing such consolidated budget, in form satisfactory
      to
      the Administrative Agent) and the succeeding Fiscal Years through the Fiscal
      Year ending on or immediately after the fifth anniversary of the Effective
      Date
      (including a projected combined balance sheet and related statements of
      projected operations and cash flow as of the end of and for each Fiscal Quarter
      during such Fiscal Year) and, promptly when available, any significant revisions
      of such budgets;

     

    (e) promptly
      upon receipt thereof, copies of all reports submitted to Holdings or any of
      its
      Subsidiaries by independent certified public accountants in connection with
      each
      annual, interim or special audit of the books of Holdings or any of its
      Subsidiaries made by such accountants, including any management letters
      submitted by such accountants to management in connection with their annual
      audit, in each case, to the extent such accountants have consented
      thereto;

     

    (f) as
      soon
      as possible and in any event within three Business Days after becoming aware
      of
      the occurrence of any Default, a statement of a Financial Officer of the
      Borrower Representative setting forth details of such Default and the action
      which the Borrowers have taken and proposes to take with respect
      thereto;

     

    (g) as
      soon
      as possible and in any event within five Business Days after (i) the occurrence
      of any adverse development with respect to any litigation, action or proceeding
      that, individually or in the aggregate, could reasonably be expected to have
      a
      Material Adverse Effect or (ii) the commencement of any litigation, action
      or
      proceeding that could reasonably be expected to have a Material Adverse Effect
      or that purports to affect the legality, validity or enforceability of this
      Agreement or any other Loan Document or the transactions contemplated hereby
      or
      thereby, notice thereof and copies of all documentation relating
      thereto;

     

    (h) promptly
      after the sending or filing thereof, copies of all reports which Holdings sends
      to any of its security holders, and all reports, registration statements (other
      than on Form S-8 or any successor form) or other materials (including affidavits
      with respect to reports) which Holdings or any of its Subsidiaries or any of
      its
      officers files with the SEC or any national securities exchange;

     

    (i) promptly
      upon becoming aware of the taking of any specific actions by the Loan Parties,
      their Subsidiaries or any other Person to terminate any Pension Plan (other
      than
      a termination pursuant to Section 4041(b) of ERISA which can be completed
      without the Loan Parties, their Subsidiaries or any ERISA Affiliate having
      to
      provide more than $1.0 million in addition to the normal contribution required
      for the plan year in which termination occurs to make such Pension Plan
      sufficient), or the occurrence of an ERISA Event which could result in a Lien
      on
      the assets of any Loan Party or any of their respective Subsidiaries or in
      the
      incurrence by any Loan Party or any of their respective Subsidiaries of any
      liability, fine or penalty which could reasonably be expected to have a Material
      Adverse Effect, or any increase in the contingent liability of any Loan Party
      or
      any of their respective Subsidiaries with respect to any post-retirement Welfare
      Plan benefit if the increase in such contingent liability which could reasonably
      be expected to have a Material Adverse Effect, notice thereof and copies of
      all
      documentation relating thereto;

     

    
      
        
        

      

      
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    (j) upon
      request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial
      Information) to the annual report (Form 5500 Series) filed by any Loan Party
      or
      any of their respective Subsidiaries or ERISA Affiliates with the Internal
      Revenue Service with respect to each Pension Plan; (ii) the most recent
      actuarial valuation report for each Pension Plan; (iii) all notices received
      by
      any Loan Party or any of their respective Subsidiaries or ERISA Affiliates
      from
      a Multiemployer Plan sponsor or any governmental agency concerning an ERISA
      Event; and (iv) such other documents or governmental reports or filings relating
      to any Plan as the Administrative Agent shall reasonably request;

     

    (k) as
      soon
      as possible, notice of any other development that could reasonably be expected
      to have a Material Adverse Effect;

     

    (l) simultaneously
      with the delivery of financial statements pursuant to Sections
      5.01(a)
      and
(b),
      certifications by the chief executive officer and the chief financial officer
      or
      others under the Exchange Act, the Sarbanes-Oxley Act of 2002, as amended,
      and/or the rules and regulations of the SEC, without any exceptions or
      qualifications; and

     

    (m) such
      other information respecting the condition or operations, financial or
      otherwise, of any Loan Party or any of their respective Subsidiaries as any
      Lender through the Administrative Agent may from time to time reasonably
      request.

     

    (o) as
      soon
      as possible, and in any event no later than January 15, 2008:

     

    (i) pro forma
      consolidated financial statements for Holdings and its Subsidiaries for the
      three-quarter period ended September 30, 2007 giving pro forma
      effect
      to the Merger and the other Transactions (prepared in accordance with Regulation
      S-X under the Securities Act of 1933, as amended, and all other rules and
      regulations of the SEC under such Securities Act, and including other
      adjustments reasonably acceptable to the Administrative Agent); and


     

    (ii) a
      pro forma
      balance
      sheet of Holdings and its Subsidiaries as of September 30, 2007 giving
pro forma
      effect
      to the Merger and the other Transactions.

     

    Section
      5.02 Compliance
      with Laws, etc.The
      Loan
      Parties will, and will cause each of their Subsidiaries to, comply in all
      respects with all Applicable Laws, rules, regulations and orders, except where
      such noncompliance, individually or in the aggregate, could not reasonably
      be
      expected to have a Material Adverse Effect, such compliance to include, subject
      to the foregoing (without limitation):

     

    (a) the
      maintenance and preservation of their existence and their qualification as
      a
      foreign corporation, limited liability company or partnership (or comparable
      foreign qualification, if applicable, in the case of any other form of legal
      entity), and

     

    (b) the
      payment, before the same become delinquent, of all taxes, assessments and
      governmental charges imposed upon them or upon their property except as provided
      in Section
      5.14.

     

    Section
      5.03 Maintenance
      of Properties.
      Holdings and each of its Subsidiaries will maintain, preserve, protect and
      keep
      its material properties and material assets in good repair, working order and
      condition, and make necessary and proper repairs, renewals and replacements
      so
      that its business carried on in connection therewith may be properly conducted
      at all times; provided
      that
      nothing in this Section
      5.03
      shall
      prevent Holdings or any such Subsidiary from discontinuing the operation and
      maintenance of any of its properties if such discontinuance is, in the
      reasonable commercial judgment of such Person, desirable in the conduct of
      its
      or their business and does not in the aggregate have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    Section
      5.04 Insurance.
      Holdings and each of its Subsidiaries will maintain or cause to be maintained
      with financially sound and responsible insurance companies (a) insurance with
      respect to their properties material to the business of Holdings and its
      Subsidiaries against such casualties and contingencies and of such types and
      in
      such amounts with such deductibles as is customary in the case of similar
      businesses operating in the same or similar locations (including, without
      limitation, (i) physical hazard insurance on an “all risk” basis, (ii)
      commercial general liability against claims for bodily injury, death or property
      damage covering any and all claims, (iii) explosion insurance in respect of
      any
      boilers, machinery or similar apparatus constituting Collateral, (iv) business
      interruption insurance, (v) worker’s compensation insurance as may be required
      by any Requirement of Law, (vi) with respect to each Mortgaged Property, flood
      insurance in such amount as the Administrative Agent may from time to time
      require, if at any time the area in which any improvements located on any
      Mortgaged Property is designated a “flood hazard area” in any Flood Insurance
      Rate Map published by the Federal Emergency Management Agency (or any successor
      agency) and otherwise comply with the National Flood Insurance Program as set
      forth in the Flood Disaster Protection Act of 1973, as amended from time to
      time
      and (vii) such other insurance against risks as the Administrative Agent may
      from time to time require) and (b) all insurance required to be maintained
      pursuant to the Security Documents, and will, upon request of the Administrative
      Agent, furnish to each Lender at reasonable intervals a certificate of an
      Authorized Officer of the Borrowers setting forth the nature and extent of
      all
      insurance maintained by Holdings and its Subsidiaries in accordance with this
      Section. Each such insurance policy shall provide that (i) it may not be
      cancelled or otherwise terminated without at least thirty (30) days’ (or, in the
      case of non-payment of premium, ten (10) days’) prior written notice to the
      Administrative Agent (and to the extent any such policy is cancelled, modified
      or renewed, the Borrowers shall deliver a copy of the renewal or replacement
      policy (or other evidence thereof) to the Administrative Agent, or insurance
      certificate with respect thereto, together with evidence satisfactory to the
      Administrative Agent of the payment of the premium therefor); (ii) the
      Administrative Agent is permitted to pay any premium therefor within ten (10)
      days after receipt of any notice stating that such premium has not been paid
      when due; (iii) all losses thereunder shall be payable notwithstanding any
      act
      or negligence of Holdings or any of its Subsidiaries or its agents or employees
      which otherwise might have resulted in a forfeiture of all or a part of such
      insurance payments; (iv) to the extent such insurance policy constitutes
      property insurance, all losses payable thereunder in an amount in excess of
      $1.0
      million shall be payable to the Administrative Agent, as an additional insured
      and as loss payee, pursuant to a standard non-contributory New York mortgagee
      endorsement and shall be in an amount at least sufficient to prevent coinsurance
      liability; provided
      that the
      Administrative Agent, as loss payee pursuant to the foregoing, shall not agree
      to the adjustment of any claim without the consent of the Borrowers (such
      consent not to be unreasonably withheld or delayed); and (v) with respect to
      liability insurance, the Administrative Agent shall be named as an additional
      insured. Notwithstanding the inclusion in each insurance policy of the provision
      described in clause (ii) of the immediately preceding sentence, in the event
      Holdings or any of its Subsidiaries gives the Administrative Agent written
      notice that it does not intend to pay any premium relating to any insurance
      policy when due, the Administrative Agent shall not exercise its right to pay
      such premium so long as such Person delivers to the Administrative Agent a
      replacement insurance policy or insurance certificate evidencing that such
      replacement policy or certificate provides the same insurance coverage required
      under this Section
      5.04
      as the
      policy being replaced by such Person with no lapse in such
      coverage.

     

    
      
        
        

      

      
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    Section
      5.05 Books
      and Records; Visitation Rights.
      Holdings and each of its Subsidiaries will keep books and records which
      accurately reflect its business affairs in all material respects and material
      transactions and permit the Administrative Agent or its representatives, at
      reasonable times and intervals and upon reasonable notice, to visit all of
      its
      offices, to discuss its financial matters with its officers and independent
      public accountant and, upon the reasonable request of the Administrative Agent
      or a Lender, to examine (and, at the expense of the Borrowers, photocopy
      extracts from) any of its books or other corporate or partnership
      records.

     

    Section
      5.06 Environmental
      Covenant.
      Each of
      the Loan Parties will and will cause each of its Subsidiaries to:

     

    (a) use
      and
      operate all of its facilities and properties in compliance with all
      Environmental Laws except for such noncompliance which, singly or in the
      aggregate, would not reasonably be expected to have a Material Adverse Effect,
      keep all Environmental Permits in effect and remain in compliance therewith
      and
      handle all Hazardous Materials in compliance with all applicable Environmental
      Laws, except for any noncompliance that would not reasonably be expected to
      have
      a Material Adverse Effect;

     

    (b) promptly
      notify the Administrative Agent and provide copies of all written inquiries,
      claims, complaints or notices from any Person relating to the environmental
      condition of its facilities and properties or compliance with or liability
      under
      any Environmental Law which could reasonably be expected to have a Material
      Adverse Effect, and promptly cure and have dismissed with prejudice or contest
      in good faith any actions and proceedings relating thereto;

     

    (c) in
      the
      event of the presence of any Hazardous Material on any Mortgaged Property which
      is in violation of any Environmental Law or which could reasonably be expected
      to have Environmental Liability which violation or Environmental Liability
      could
      reasonably be expected to have a Material Adverse Effect, the applicable Loan
      Parties, upon discovery thereof, shall take all necessary steps to initiate
      and
      expeditiously complete all response, corrective and other action to mitigate
      and
      eliminate any such adverse effect in accordance with and to the extent required
      by applicable Environmental Laws, and shall keep the Administrative Agent
      informed of their actions;

     

    (d) at
      the
      written request of the Administrative Agent or the Requisite Lenders, which
      request shall specify in reasonable detail the basis therefor, the Loan Parties
      will provide, at such Loan Parties’ sole cost and expense, an environmental site
      assessment report concerning any Mortgaged Property now or hereafter owned
      or,
      to the extent such assessment can be obtained without violating the applicable
      lease, leased by such Person, prepared by an environmental consulting firm
      reasonably acceptable to the Administrative Agent, indicating the presence
      or
      absence of Hazardous Materials and the potential cost of any Remedial Action
      in
      connection with such Hazardous Materials on, at, under or emanating from such
      Mortgaged Property pursuant to any applicable Environmental Law; provided
      that
      such request may be made only if (i) there has occurred and is continuing an
      Event of Default or (ii) the Administrative Agent or the Requisite Lenders
      reasonably believe that a Loan Party or any such Mortgaged Property is not
      in
      compliance with Environmental Law and such noncompliance could reasonably be
      expected to have a Material Adverse Effect, or that circumstances exist that
      could reasonably be expected to form the basis of an Environmental Claim against
      such Person or to result in Environmental Liability, in each case that could
      reasonably be expected to have a Material Adverse Effect (in such events as
      are
      listed in this subparagraph, the environmental site assessment shall be focused
      upon the noncompliance or other circumstances as applicable). If any Loan Party
      fails to provide the same within 90 days after such request was made, the
      Administrative Agent may order the same, and each Loan Party shall grant and
      hereby grants to the Administrative Agent and the Requisite Lenders and their
      agents access to such Mortgaged Property (to the extent, in the case of any
      leased property, such access can be granted without violating the applicable
      lease) and specifically grants the Administrative Agent and the Requisite
      Lenders an irrevocable non-exclusive license, subject to the rights of tenants,
      to perform such an assessment, all at such Person’s sole cost and expense;
      and

     

    
      
        
        

      

      
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    (e) provide
      such information and certifications which the Administrative Agent may
      reasonably request from time to time to evidence compliance with this
Section
      5.06.

     

    Section
      5.07 Information
      Regarding Collateral.
      (a)
      Each
      Loan Party will furnish to the Administrative Agent prompt written notice of
      any
      change (i) in such Loan Party’s corporate name or in any trade name used to
      identify it in the conduct of its business or in the ownership of its
      properties, (ii) unless such Loan Party is a “registered organization” within
      the meaning of the UCC, in the location of any Loan Party’s chief executive
      office, its principal place of business, any office in which it maintains books
      or records relating to Collateral owned by it or any office or facility at
      which
      Collateral owned by it is located (including the establishment of any such
      new
      office or facility), (iii) in any Loan Party’s identity or corporate structure,
      (iv) in any Loan Party’s Federal Taxpayer Identification Number or its
      organizational identification number or (v) in any Loan Party’s jurisdiction of
      organization. Each Loan Party agrees not to effect or permit any change referred
      to in the preceding sentence unless (i) it shall have given the Administrative
      Agent thirty (30) days’ prior written notice (or such shorter notice as may be
      agreed to by the Administrative Agent) and (ii) all filings have been made
      under
      the UCC or otherwise that are required in order for the Administrative Agent
      to
      continue at all times following such change to have a valid, legal and perfected
      security interest in all the Collateral. Each Loan Party also agrees promptly
      to
      notify the Administrative Agent if any material portion of the Collateral is
      damaged or destroyed.

     

    (b) Each
      year, at the time of delivery of annual financial statements with respect to
      the
      preceding Fiscal Year pursuant to clause (b) of Section
      5.01,
      the
      Borrowers shall deliver to the Administrative Agent a certificate of a Financial
      Officer and the chief legal officer (or individual having the analogous title)
      of each of the Borrowers (i) setting forth the information required pursuant
      to
      the Schedules to the Collateral Agreement or confirming that there has been
      no
      change in such information since the Effective Date or the date of the most
      recent Schedule updates delivered pursuant to this Section and (ii) certifying
      that all UCC financing statements (including fixture filings, as applicable)
      or
      other appropriate filings, recordings or registrations, including all refilings,
      rerecordings and reregistrations, containing a description of the Collateral
      have been filed of record in each governmental, municipal or other appropriate
      office in each jurisdiction identified pursuant to clause (i) above to the
      extent necessary to protect and perfect the security interests under the
      Security Documents for a period of not less than 18 months after the date of
      such certificate (except as noted therein with respect to any continuation
      statements to be filed within such period).

     

    Section
      5.08 Existence;
      Conduct of Business.
      Each
      Loan Party will, do or cause to be done all things necessary to preserve, renew
      and keep in full force and effect its and its Subsidiaries’ legal existence and
      the rights, licenses, permits, privileges, franchises, patents, copyrights,
      trademarks and trade names material to the conduct of its business; provided
      that the
      foregoing shall not prohibit any merger, consolidation, liquidation or
      dissolution permitted under Section
      6.03.

     

    Section
      5.09 Performance
      of Obligations.
      Each
      Loan Party will and will cause its Subsidiaries to perform all of their
      respective obligations under the terms of each mortgage, indenture, security
      agreement, other debt instrument and material contract by which they are bound
      or to which they are a party except for such noncompliance as in the aggregate
      would not have a Material Adverse Effect.

     

    
      
        
        

      

      
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    Section
      5.10 Casualty
      and Condemnation.
      Each
      Loan Party (a) will furnish to the Administrative Agent prompt written notice
      of
      any casualty or other insured damage to any Collateral in an amount in excess
      of
      $2.0 million or the commencement of any action or proceeding for the Taking
      of
      any Collateral or any part thereof or interest therein under power of eminent
      domain or by condemnation or similar proceeding and (b) will ensure that the
      Net
      Proceeds of any such event (whether in the form of insurance proceeds,
      condemnation awards or otherwise) are collected and applied in accordance with
      the applicable provisions of this Agreement and the Security
      Documents.

     

    Section
      5.11 Pledge
      of Additional Collateral.
      Within
      30 days (as such date may be extended by the Administrative Agent in its sole
      discretion) after the acquisition of assets of the type that would have
      constituted Collateral on the Effective Date pursuant to the Security Documents
      (the “Additional
      Collateral”),
      each
      appropriate Loan Party will take all necessary action, including the filing
      of
      appropriate financing statements under the provisions of the UCC, applicable
      domestic or local laws, rules or regulations in each of the offices where such
      filing is necessary or appropriate, or amending or confirming the Guaranty
      Agreement and the Security Documents, or in the case of the Equity Interests
      of
      a “first tier” Non-U.S. Subsidiary, entering into a pledge agreement under the
      laws of the jurisdiction of such Non-U.S. Subsidiary providing for the relevant
      Loan Party to have an enforceable and perfected security interest in 65% of
      the
      Equity Interests in such Subsidiary, to grant to the Administrative Agent for
      its benefit and the benefit of the Secured Parties a perfected Lien, subject
      to
      Permitted Liens in such Collateral pursuant to and to the full extent required
      by the Security Documents and this Agreement. In the event that any Loan Party
      acquires an interest in additional Real Property having a fair market value
      in
      excess of $1.0 million as determined in good faith by the Borrowers, or renews
      any lease with respect to a Mortgaged Property the appropriate Loan Party,
      using
      its commercially reasonable efforts in the case of any such leases (but without
      any requirement to provide any lessor any compensation), will take such actions
      and execute such documents as the Administrative Agent shall require to confirm
      the Lien of a Mortgage, if applicable, or to create a new Mortgage encumbering
      any such Real Property for the benefit of the Secured Parties. All actions
      taken
      by the parties in connection with the pledge of Additional Collateral,
      including, without limitation, the reasonable and documented costs of the
      Administrative Agent and counsel for the Administrative Agent, shall be for
      the
      account of the Borrowers, which shall pay all sums due on demand.

     

    Section
      5.12 Further
      Assurances.
      The
      Loan Parties will execute any and all further documents, financing statements,
      agreements and instruments, and take all such further actions (including the
      filing and recording of financing statements, fixture filings, mortgages, deeds
      of trust and other documents and the delivery of appropriate opinions of
      counsel), which may be required under any Applicable Law, or which the
      Administrative Agent or the Requisite Lenders may reasonably request, to
      effectuate the transactions contemplated by the Loan Documents or to grant,
      preserve, protect or perfect the Liens created by the Security Documents or
      the
      validity or priority of any such Lien, all at the expense of the Loan Parties.
      The Loan Parties also agree to provide to the Administrative Agent, from time
      to
      time upon request, evidence reasonably satisfactory to the Administrative Agent
      as to the perfection and priority of the Liens created or intended to be created
      by the Security Documents.

     

    Section
      5.13 Use
      of
      Proceeds.
      The
      Borrowers covenant and agree that (i) the proceeds of the Initial Term Loans
      made on the Effective Date will be used to finance the Refinancing and to pay
      fees and expenses related to the Transactions, (ii) the proceeds of the
      Revolving Credit Commitment will be used for working capital and general
      corporate purposes of Holdings and its Subsidiaries, including the payment
      of
      certain fees and expenses incurred in connection with Transactions and any
      portion of the Refinancing not paid with the proceeds of the Initial Term Loans,
      (iii) the proceeds of the Delayed Draw Term Loan will be used solely for the
      Senior Note Redemption and to pay fees and expenses related thereto, and (iv)
      the proceeds of any Incremental Term Loans made hereunder will be used to
      consummate any Permitted Acquisition and to pay any fees or expenses related
      thereto.

     

    
      
        
        

      

      
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    Section
      5.14 Payment
      of Taxes.
      Each
      Loan Party and its respective Subsidiaries will pay and discharge all material
      taxes, assessments and governmental charges or levies imposed upon it or upon
      its income or profits, or upon any Properties belonging to it, prior to the
      date
      on which material penalties attach thereto, and all lawful claims which, if
      unpaid, might become a Lien or charge upon any Properties of such Loan Party
      or
      any of its respective Subsidiaries or cause a failure or forfeiture of title
      thereto; provided
      that
      neither such Loan Party nor any of its respective Subsidiaries shall be required
      to pay any such tax, assessment, charge, levy or claim that is being contested
      in good faith and by proper proceedings diligently conducted, which proceedings
      have the effect of preventing the forfeiture or sale of the Property or asset
      that may become subject to such Lien, if it has maintained adequate reserves
      with respect thereto in accordance with and to the extent required under GAAP;
      provided,
      further,
      that,
      with respect to any taxes that are being contested, any such contest of any
      tax,
      assessment, charge, levy or claim with respect to Collateral shall satisfy
      the
      Contested Collateral Lien Conditions.

     

    Section
      5.15 Equal
      Security for Loans and Notes.
      If any
      Loan Party shall create or assume any Lien upon any of its property or assets,
      whether now owned or hereafter acquired, other than Permitted Liens (unless
      prior written consent to the creation or assumption thereof shall have been
      obtained from the Administrative Agent and the Requisite Lenders), it shall
      make
      or cause to be made effective provisions whereby the Obligations will be secured
      by such Lien equally and ratably with any and all other assets or Property
      thereby secured as long as any such assets or Property shall be secured;
provided
      that
      this covenant shall not be construed as consent by the Administrative Agent
      and
      the Requisite Lenders to any violation by any Loan Party of the provisions
      of
Section
      6.02.

     

    Section
      5.16 Guarantees.
      In the
      event that any Person becomes a 90% Owned Subsidiary after the Effective Date,
      the Borrowers will promptly notify the Administrative Agent of that fact and
      within thirty (30) days (as such time may be extended by the Administrative
      Agent in its sole discretion) cause such 90% Owned Subsidiary to execute and
      deliver to the Administrative Agent a counterpart of the Guaranty Agreement
      and
      deliver to the Administrative Agent a counterpart of the Collateral Agreement
      and to take all such further actions and execute all such further documents
      and
      instruments as may be necessary or, in the reasonable opinion of the
      Administrative Agent, desirable to create in favor of the Administrative Agent,
      for the benefit itself and of the Secured Parties, a valid and perfected Lien
      on
      all of the Property and assets of such 90% Owned Subsidiary described in the
      applicable forms of the Security Documents subject to Permitted
      Liens.

     

    Section
      5.17 Subordination
      of Intercompany Loans.
      Each
      Loan Party covenants and agrees that any existing and future debt obligation
      of
      any Loan Party to any Subsidiary that is not a Loan Party shall, pursuant to
      a
      subordination agreement reasonably satisfactory to the Administrative Agent,
      be
      expressly subordinated to the Loans following a Default.

     

    Section
      5.18 Interest
      Rate Contracts.
      Not
      later than the later to occur of (i) ninety (90) days after the Effective Date
      and (ii) thirty (30) days after the Delayed Draw Term Loan Funding Date, the
      Borrowers will enter into or cause to be in effect, at all times during the
      term
      of this Agreement, Interest Rate Contracts with respect to interest rate
      exposure under this Agreement in an aggregate notional principal amount
      thereunder equal to at least fifty percent (50%) of the aggregate outstanding
      Term Loans and with a Lender, a Secured Hedging Provider or other counterparty
      reasonably satisfactory to the Administrative
      Agent and otherwise in form and substance reasonably satisfactory to the
      Administrative Agent.

     

    Section
      5.19 Title
      Policies.
      Not
      later than thirty (30) days after the date of delivery of marked-up commitments
      for title insurance as set forth in the Post-Closing Agreement (as such date
      may
      be extended by the Administrative Agent in its sole discretion), the
      Administrative Agent shall have received final title insurance policies in
      form
      and substance reasonably satisfactory to the Administrative Agent with respect
      to each Mortgaged Property set forth on Schedule
      1.01(a).
      In
      connection therewith, the Loan Parties agree to provide or obtain any customary
      affidavits, zoning letters and indemnities as may be required or necessary
      to
      obtain such title insurance policies.

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    NEGATIVE
      COVENANTS

     

    Until
      the
      Commitments have expired or terminated and the principal of and interest on
      each
      Loan and all Fees and other amounts payable hereunder or under any other Loan
      Document have been paid in full and all Letters of Credit have expired or
      terminated and all LC Disbursements shall have been reimbursed, each of the
      Loan
      Parties agrees with the Lenders that:

     

    Section
      6.01 Indebtedness;
      Certain Equity Securities.
      (a)
      The Loan
      Parties will not, and will not permit any of their Subsidiaries to, directly
      or
      indirectly, create, incur, assume or permit to exist (including by way of
      Guarantee) any Indebtedness, except:

     

    (i) Indebtedness
      incurred and outstanding under the Loan Documents;

     

    (ii) (A)
      Indebtedness of Holdings incurred and outstanding under the Senior Notes in
      an
      aggregate principal amount not to exceed $130.0 million at any time and (B)
      any
      Permitted Refinancing thereof; provided
      that
      in
      the case of clause (B) only, (x) such Indebtedness matures at least one year
      after the Term Loan Maturity Date (and does not have mandatory offers to
      purchase, repayments or sinking fund provisions less favorable to the Lenders
      than the corresponding provisions of the Senior Note Documents) and (y) after
      giving effect to the incurrence of such Indebtedness (and any other Indebtedness
      incurred since the last day of the immediately preceding Test Period) on a
      pro
      forma basis as if it were incurred on the first day of the immediately preceding
      Test Period, the Borrowers would be in compliance with the Financial
      Covenants;

     

    (iii) Indebtedness
      set forth on Schedule
      6.01(a)(iii)
      and any
      Permitted Refinancing thereof;

     

    (iv) Indebtedness
      of a Borrower or any Subsidiary Loan Party owed to a Borrower or any Subsidiary
      Loan Party; provided
      that
      such Indebtedness is represented by a note and is pledged to the Administrative
      Agent pursuant to the Security Documents; 

     

    (v) Guarantees
      by a Borrower or any Subsidiary Loan Party of Indebtedness of a Borrower or
      any
      Subsidiary Loan Party, in each case, to the extent such Indebtedness would
      have
      been permitted to be incurred hereunder directly by such Loan Party, and if
      such
      Indebtedness is subordinated in right of payment to the Obligations under the
      Loan Documents, such Guarantee is as subordinated in right of payment to the
      Obligations on the same terms;

     

    (vi) Indebtedness
      arising from the honoring by a bank or other financial institution of a check,
      draft or similar instrument drawn against insufficient funds in the ordinary
      course of business; provided
      that
      such Indebtedness is extinguished within two Business Days of such Loan Party
      or
      such Subsidiary receiving notice thereof;

     

    (vii) Indebtedness
      of any Loan Party in an aggregate principal amount outstanding at any time
      not
      in excess of $50.0 million; provided
      that, in
      each case, (x) no Default shall have occurred or be continuing or would result
      therefrom and (y) after giving effect to the incurrence of such Indebtedness
      on
      a pro forma basis, the Loan Parties would be in compliance with the Financial
      Covenants as of the most recent Test Period for which financial statements
      have
      been delivered pursuant to Section
      5.01
      and any
      Permitted Refinancing in respect thereof;

     

    
      
        
        

      

      
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    (viii) Indebtedness
      of ICTC to a Borrower or any Subsidiary Loan Party in an aggregate principal
      amount outstanding at any time not in excess of $15.0 million; provided
      that if
      any such Indebtedness described in this Section
      6.01(a)(viii)
      shall be
      evidenced by a promissory note, such note shall be pledged pursuant to the
      Collateral Agreement;

     

    (ix) Indebtedness
      of a Borrower or any Subsidiary incurred to finance the acquisition,
      construction or improvement of any fixed or capital assets, including Capital
      Lease Obligations 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, and extensions, renewals and replacements of any such
      Indebtedness that do not increase the outstanding principal amount thereof
      or
      result in an earlier maturity date or decreased Weighted Average Life to
      Maturity thereof; provided
      that (A)
      such Indebtedness is incurred prior to or within 180 days after such acquisition
      or the completion of such construction or improvement and (B) the aggregate
      principal amount of Indebtedness permitted by this clause (ix) shall not exceed
      $25.0 million at any time outstanding;

     

    (x) Indebtedness
      under Hedging Agreements entered into in the ordinary course of business and
      not
      for speculative purposes;

     

    (xi) Indebtedness
      owed to (including obligations in respect of letters of credit for the benefit
      of) any Person providing worker’s compensation, health, disability or other
      employee benefits or property, casualty or liability insurance to a Borrower
      or
      any Subsidiary, pursuant to reimbursement or indemnification obligations to
      such
      Person;

     

    (xii) Indebtedness
      of a Borrower or any Subsidiary in respect of performance bonds, bid bonds,
      appeal bonds, surety bonds, completion guarantees and similar obligations and
      trade-related letters of credit, in each case provided in the ordinary course
      of
      business, including those incurred to secure health, safety and environmental
      obligations in the ordinary course of business;

     

    (xiii) Indebtedness
      arising from agreements providing for indemnification, adjustment of purchase
      price or similar obligations, in each case, incurred or assumed in connection
      with the disposition of any business, assets or a Subsidiary, other than
      Guarantees of Indebtedness incurred by any Person acquiring all or any portion
      of such business, assets or a Subsidiary for the purpose of financing such
      acquisition;

     

    (xiv) obligations
      arising from or representing deferred compensation to employees of a Borrower
      or
      any Subsidiary that constitute or are deemed to be Indebtedness under GAAP
      and
      that are incurred in the ordinary course of business;

     

    (xv) Indebtedness
      of a Person existing at the time such Person becomes a Subsidiary of a Borrower
      in compliance with this Agreement, but only if such Indebtedness could otherwise
      be incurred pursuant to clauses (i) to (xiv) of this Section
      6.01(a);
      provided
      that no
      Default shall have occurred and be continuing or would result
      therefrom;

     

    (xvi) [Intentionally
      Omitted];
      

     

    
      
        
        

      

      
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    (xvii) Indebtedness
      of the Loan Parties assumed in one or more Permitted Acquisitions and any
      Permitted Refinancing thereof in an aggregate principal amount not to exceed
      $25.0 million outstanding at any time to the extent such Indebtedness was not
      incurred in connection with or in contemplation of such Permitted Acquisition;
      and

     

    (xviii) Indebtedness
      of Holdings, the Net Cash Proceeds of which are used to permanently repay Loans
      or to finance Capital Expenditures or Investments by the Borrowers or any
      Subsidiary or to refinance any Indebtedness pursuant to a Permitted Refinancing
      thereof; provided
      that:

     

    (A) after
      giving effect to any such incurrence of Indebtedness and the use of proceeds
      therefrom (and any other Indebtedness incurred or assumed since the last day
      of
      the immediately preceding Test Period), the Total Net Leverage Ratio would
      be
      less than or equal to 4.75:1.00;

     

    (B) if
      any
      portion of the Indebtedness to be refinanced is Indebtedness of the type
      referred to in Section
      6.01(a)(ii),
      such
      Indebtedness shall have a stated maturity that is at least one year after the
      Term Loan Maturity Date (and, other than with respect to any Convertible
      Indebtedness, shall not have mandatory offers to purchase, repayments or sinking
      fund provisions less favorable to the Lenders than the corresponding provisions
      of the Senior Note Documents); and

     

    (C) such
      Indebtedness shall be non-recourse to the Borrowers or any
      Subsidiary;

     

    provided further
      that
      notwithstanding clause (A) above Holdings may incur unsecured Indebtedness,
      on
      terms and conditions satisfactory to the Administrative Agent, incurred to
      finance a Permitted Acquisition so long as:

     

    (x) no
      Default or Event of Default has occurred and is continuing;

     

    (y) the
      Borrowers shall certify in writing to the Administrative Agent that after giving
      pro forma effect to the incurrence (if any) of Indebtedness in connection with
      such Permitted Acquisition, the assumption (if any) of Indebtedness permitted
      in
Section
      6.01(a)(xvii)
      and the
      consummation of such Permitted Acquisition, the Total Net Leverage Ratio shall
      be lower than the Total Net Leverage Ratio calculated immediately prior to
      giving pro forma effect to the incurrence and assumption (if any) of such
      Indebtedness and the consummation of such Permitted Acquisition;
      and

     

    (z) such
      Indebtedness matures at least one year after the Term Loan Maturity Date and
      does not have a Weighted Average Life to Maturity that is shorter than the
      Term
      Loans.

     

    (b) The
      Loan
      Parties will not, nor will they permit any of their Subsidiaries to, directly
      or
      indirectly, issue any Preferred Stock or other Equity Interest of such Person
      that by its terms (or by the terms of any security into which it is convertible
      or for which it is exchangeable, in either case at the option of the holder
      thereof) or otherwise (i) matures or is mandatorily redeemable pursuant to
      a
      sinking fund obligation or otherwise, (ii) is or may become redeemable or
      repurchaseable at the option of the holder thereof, in whole or in part
      including upon the occurrence of any contingency (unless the terms of such
      Equity Interests provide that, upon the happening of such contingency, no such
      redemption, repurchase or similar payment with respect to such Equity Interests
      shall be required until either all Obligations have been paid in full and there
      are no outstanding Commitments or such redemption, repurchase or similar
      requirement would be permitted by the terms of this Agreement), or (iii) is
      convertible or exchangeable at the option of the holder thereof for Indebtedness
      or Equity Interests not permitted by this Section
      6.01(b),
      in each
      case, on or prior to the 91st day after the Term Loan Maturity
      Date.

     

    
      
        
        

      

      
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    Section
      6.02 Liens.
      The
      Loan Parties will not, and will not permit any of their Subsidiaries to,
      directly or indirectly, create, incur, assume or permit to exist any Lien on
      any
      Property or asset now owned or hereafter acquired by them, or assign or sell
      any
      income or revenues (including accounts receivable) or rights in respect of
      any
      thereof, except the following (herein collectively referred to as “Permitted
      Liens”):

     

    (i) Liens
      in
      favor of the Administrative Agent for the benefit of itself and the other
      Secured Parties under the Security Documents;

     

    (ii) Liens
      on
      assets acquired after the Effective Date existing at the time of acquisition
      thereof by a Borrower or any Subsidiary; provided
      that
      such Liens were not incurred in connection with, or in contemplation of, such
      acquisition and do not extend to any assets of the Borrowers or any Subsidiary
      other than the specific assets so acquired;

     

    (iii) Liens
      to
      secure the performance of statutory obligations, surety or appeal bonds or
      performance bonds, landlords’, carriers’, warehousemen’s, mechanics’,
      suppliers’, materialmen’s, attorney’s or other like liens, in any case incurred
      in the ordinary course of business and with respect to amounts not overdue
      by
      more than 10 days or being contested in good faith by appropriate proceedings
      promptly instituted and diligently conducted; provided
      that (A)
      a reserve or other appropriate provision, if any, as is required by GAAP shall
      have been made therefor, (B) if such Lien is on Collateral and such amounts
      are
      being contested, the Contested Collateral Lien Conditions shall at all times
      be
      satisfied and (C) such Liens relating to statutory obligations, surety or appeal
      bonds or performance bonds shall only extend to or cover cash and cash
      equivalents not in the Collateral Account;

     

    (iv) Liens
      existing on the date of this Agreement and identified on Schedule
      6.02(iv);

     

    (v) Liens
      for
      taxes, assessments or governmental charges or claims or other like statutory
      Liens, in any case incurred in the ordinary course of business, that do not
      secure Indebtedness for borrowed money and (A) that are not yet delinquent
      or
      (B) that are being contested in good faith by appropriate proceedings promptly
      instituted and diligently concluded; provided
      that (1)
      any reserve or other appropriate provision as shall be required in conformity
      with GAAP shall have been made therefor and (2) if such Lien is on Collateral
      and such amounts are being contested, the Contested Collateral Lien Conditions
      shall at all times be satisfied;

     

    (vi) Liens
      to
      secure Indebtedness (including Capital Lease Obligations) of the type described
      in Section
      6.01(a)(ix)
      covering
      only the assets acquired, financed, refinanced or improved with such
      Indebtedness;

     

    (vii) Liens
      securing Indebtedness incurred to refinance Indebtedness secured by the Liens
      of
      the type described in clause (ii) of this Section
      6.02;
      provided
      that any
      such Lien shall not extend to or cover any assets not securing the Indebtedness
      so refinanced;

     

    (viii) (A)
      Liens
      in the form of zoning restrictions, easements, licenses, reservations,
      covenants, conditions or other restrictions on the use of real property or
      other
      minor irregularities in title (including leasehold title) that do not (1) secure
      Indebtedness or (2) individually or in the aggregate materially impair the
      value
      or marketability of the real property affected thereby or the occupation, use
      and enjoyment in the ordinary course of business of a Borrower or any Subsidiary
      at such real property and (B) with respect to leasehold interests in real
      property, mortgages, obligations, liens and other encumbrances incurred,
      created, assumed or permitted to exist and arising by, through or under a
      landlord or owner of such leased property encumbering the landlord’s or owner’s
      interest in such leased property;

     

    
      
        
        

      

      
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    (ix) Liens
      in
      the form of pledges or deposits securing bids, tenders, contracts (other than
      contracts for the payment of money) or leases to which any Borrower or any
      of
      their respective Subsidiaries is a party, in each case, made in the ordinary
      course of business for amounts (A) not yet due and payable or (B) being
      contested in good faith by appropriate proceedings promptly instituted and
      diligently conducted; provided
      that (1)
      a reserve or other appropriate provision, if any, as is required by GAAP shall
      have been made therefor, (2) if such Lien is on Collateral and such amounts
      are
      being contested, the Contested Collateral Lien Conditions shall at all times
      be
      satisfied and (3) such Liens shall in no event encumber any Collateral other
      than cash and cash equivalents not in the Collateral Account;

     

    (x) Liens
      resulting from operation of law with respect to any judgments, awards or orders
      to the extent that such judgments, awards or orders do not cause or constitute
      a
      Default under this Agreement; provided
      that if
      any such Liens are on Collateral and such amounts are being contested, the
      Contested Collateral Lien Conditions shall at all times be
      satisfied;

     

    (xi) Liens
      in
      the form of licenses, leases or subleases granted or created by any Borrower
      or
      any of their respective Subsidiaries, which licenses, leases or subleases do
      not
      interfere, individually or in the aggregate, in any material respect with the
      business of such Borrower or such Subsidiary or individually or in the aggregate
      materially impair the use (for its intended purpose) or the value of the
      property subject thereto; provided
      that any
      such Lien shall not extend to or cover any assets of any Person that is not
      the
      subject of any such license, lease or sublease;

     

    (xii) Liens
      on
      fixtures or personal property held by or granted to landlords pursuant to leases
      to the extent that such Liens are not yet due and payable; provided
      that
      with respect to any leases entered into after the Effective Date, the applicable
      Borrower or Subsidiary shall use its commercially reasonable efforts to (x)
      enter into a lease that does not grant a Lien on fixtures or personal property
      in favor of the landlord thereunder or (y) obtain a landlord lien waiver
      reasonably satisfactory to the Administrative Agent; 

     

    (xiii) Liens
      securing Indebtedness permitted by Section
      6.01(a)(xv);
      provided
      that
      such Liens existed prior to such Person becoming a Subsidiary, were not created
      in anticipation thereof and attach only to specific assets of such Person that
      are being acquired; and

     

    (xiv) CoBank,
      ACB’s statutory Lien on the Borrowers’ Bank Equity Interests;

     

    provided,
      however,
      that no
      Liens shall be permitted to exist, directly or indirectly, on any Securities
      Collateral other than Liens pursuant to clause (i) above.

     

    Section
      6.03 Fundamental
      Changes; Line of Business.

     

    (a) 
      The Loan
      Parties will not, and will not permit any of their Subsidiaries to, directly
      or
      indirectly, merge into or consolidate with any other Person, or permit any
      other
      Person to merge into or consolidate with them, or liquidate or dissolve, except
      that, if at the time thereof and immediately after giving effect thereto no
      Default shall have occurred and be continuing, (i) two or more Borrowers may
      be
      merged together in a transaction in which a Borrower is the surviving
      corporation, (ii) any wholly owned Subsidiary may merge into a Borrower in
      a
      transaction in which such Borrower is the surviving corporation, (iii) any
      wholly owned Subsidiary may merge with or into any wholly owned Subsidiary
      in a
      transaction in which the surviving entity is a wholly owned Subsidiary (and
      if
      any party to such merger is a Subsidiary Loan Party, the surviving entity is
      a
      Subsidiary Loan Party), (iv) any Subsidiary may merge with or into an entity
      in
      a Permitted Acquisition in a transaction in which the surviving entity is a
      Loan
      Party; (v) the Merger shall be permitted and (vi) the Proposed Reorganization
      shall be permitted; provided
      that in
      connection with the foregoing, the appropriate Loan Parties shall take all
      actions necessary or reasonably requested by the Administrative Agent to
      expressly assume the obligations of each non-surviving entity under each of
      the
      Loan Documents and to maintain the perfection of or perfect, as the case may
      be,
      protect and preserve the Liens on the Collateral granted to the Administrative
      Agent pursuant to the Security Documents and otherwise comply with the
      provisions of Sections
      5.11
      and
5.12,
      in each
      case, on the terms set forth therein and to the extent applicable. 

     

    
      
        
        

      

      
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    (b) Notwithstanding
      the foregoing, any Subsidiary of Holdings may dispose of any or all of its
      assets (upon voluntary liquidation or otherwise) to a Borrower or Subsidiary
      Loan Party (provided
      that in
      connection with the foregoing, the appropriate Loan Parties shall take all
      actions necessary or reasonably requested by the Administrative Agent to
      maintain the perfection of or perfect, as the case may be, protect and preserve
      the Liens on the Collateral granted to the Administrative Agent pursuant to
      the
      Security Documents and otherwise comply with the provisions of Sections
      5.11
      and
5.12,
      in each
      case, on the terms set forth therein and to the extent applicable and
provided further
      that
      such dispositions shall not be for more than the fair market value of the assets
      being disposed of), and any Subsidiary which is not a Subsidiary Loan Party
      may
      dispose of assets to any other Subsidiary which is not a Subsidiary Loan
      Party.

     

    (c) The
      Borrowers will not, and will not permit any of their Subsidiaries to, directly
      or indirectly, engage in any business other than businesses of the type
      conducted by the Borrowers and their Subsidiaries on the date of this Agreement
      and businesses reasonably related thereto and other businesses specified on
      Schedule
      6.03(c).

     

    (d) Holdings
      will not engage in any business other than holding Equity Interests of the
      Borrowers (or, in the case of the Proposed Reorganization, the Equity Interests
      of the Subsidiaries of any Borrower that are merged into Holdings; provided
      that
      such Subsidiaries are promptly merged into an existing Borrower with the result
      being that, after giving effect to the Proposed Reorganization, the only Equity
      Interests owned by Holdings will be those of the Borrowers in existence after
      giving effect to such Proposed Reorganization), issuing its Equity Interests,
      the Senior Notes (and any Permitted Refinancings thereof) or other Indebtedness
      which it is permitted to incur pursuant to Section
      6.01,
      maintaining its existence, performing its obligations under the federal
      securities laws and performing activities reasonably related
      thereto.

     

    Section
      6.04 Investments,
      Loans, Advances, Guarantees and Acquisitions.
      The
      Loan Parties will not and will permit any of their Subsidiaries to, directly
      or
      indirectly, purchase, hold or acquire (including pursuant to any merger with
      any
      Person that was not a wholly owned Subsidiary prior to such merger) any Equity
      Interests in or evidences of Indebtedness or other securities (including any
      option, warrant or other right to acquire any of the foregoing) of, make or
      permit to exist any loans or advances to, Guarantee any obligations of, or
      make
      or permit to exist any investment or any other interest in, any other Person,
      or
      make upfront payments or provide other credit support for any Person or purchase
      or otherwise acquire (in one transaction or a series of transactions) any assets
      of any other Person constituting a business unit (each of the foregoing, an
      “Investment”
and
      collectively, “Investments”),
      except:

     

    
      
        
        

      

      
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    (i) Permitted
      Investments;

     

    (ii) Investments
      existing on the date of this Agreement (or in respect of which a binding
      commitment to make such investment exists on the date of this Agreement) and
      set
      forth on Schedule
      6.04;

     

    (iii) Investments
      by Loan Parties and their Subsidiaries in Subsidiary Loan Parties or the
      Borrowers; provided
      that any
      such Investment held by a Loan Party shall be pledged pursuant to the terms
      of
      the Collateral Agreement;

     

    (iv) Investments
      constituting Indebtedness permitted by Sections
      6.01(a)(iv),
      (viii)
      and
(x);

     

    (v) Guarantees
      constituting Indebtedness permitted by Section
      6.01(a)(v);

     

    (vi) Investments
      received in connection with the bankruptcy or reorganization of, or settlement
      of delinquent accounts and disputes with, customers and suppliers, in each
      case
      in the ordinary course of business;

     

    (vii) loans
      and
      advances to employees of Holdings and its Subsidiaries in the ordinary course
      of
      business (including, without limitation, for travel, entertainment and
      relocation expenses) not to exceed $2.0 million in the aggregate at any time
      outstanding;

     

    (viii) other
      loans, advances and investments of the Borrowers or any Subsidiary Loan Party
      not in excess of $10.0 million outstanding at any time;

     

    (ix) Investments
      received in connection with dispositions of assets permitted under Section
      6.03(b)
      and
Section
      6.05;

     

    (x) accounts
      receivable of a Loan Party established in the ordinary course of
      business;

     

    (xi) Investments
      out of Available Proceeds;

     

    (xii) Permitted
      Acquisitions;

     

    (xiii) Investments
      in Bank Equity Interests;

     

    (xiv) Investments
      in an amount not to exceed Cumulative Available Cash at the time any such
      Investment is made; and

     

    (xv) Investments
      resulting from Restricted Payments permitted by Section
      6.07
      or
      repurchases or redemptions of Indebtedness permitted by Section
      6.10(b).

     

    Section
      6.05 Asset
      Sales.
      The
      Loan Parties will not, and will not permit any of their Subsidiaries to,
      directly or indirectly, sell, transfer, lease or otherwise dispose of any asset,
      including any Equity Interest owned by them, nor will any Borrower permit any
      of
      its Subsidiaries to, directly or indirectly, issue any additional Equity
      Interest in such Subsidiary, except:

     

    (i) sales
      of
      inventory or used, surplus, obsolete, outdated, inefficient or worn out
      equipment and other property in the ordinary course of business;

     

    
      
        
        

      

      
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    (ii) sales,
      transfers and dispositions to the Borrowers or any Subsidiary Loan Party;
provided
      that in
      connection with the foregoing, the appropriate Loan Parties shall take all
      actions necessary or reasonably requested by the Administrative Agent to
      maintain the perfection of or perfect, as the case may be, protect and preserve
      the Liens on the Collateral granted to the Administrative Agent pursuant to
      the
      Security Documents and otherwise comply with the provisions of Sections
      5.11
      and
5.12,
      in each
      case, on the terms set forth therein and to the extent applicable;

     

    (iii) the
      lease
      or sublease of Real Property in the ordinary course of business and not
      constituting a sale and leaseback transaction;

     

    (iv) sales
      of
      Permitted Investments on ordinary business terms;

     

    (v) Liens
      permitted by Section
      6.02
      and
      Investments permitted under Section
      6.04;

     

    (vi) sales
      of
      accounts receivable of a Loan Party that are past due in the ordinary course
      of
      business;

     

    (vii) licensing
      and cross-licensing arrangements involving any technology or other intellectual
      property of a Loan Party or a Subsidiary which does not materially restrict
      the
      ability of such Loan Party or Subsidiary to use the technology or other
      intellectual property so licensed;

     

    (viii) sales,
      transfers and dispositions of assets (other than Equity Interests of a
      Subsidiary) not otherwise permitted under this Section; provided
      that the
      aggregate fair market value of all assets sold, transferred or otherwise
      disposed of in reliance upon this clause (viii) shall not, in the aggregate,
      exceed $10.0 million during any Fiscal Year and $40.0 million in the aggregate
      and the Net Proceeds thereof are applied as required by Section
      2.05(c)(ii);

     

    (ix) Permitted
      Asset Swaps; and

     

    (x) sales,
      transfers or dispositions by any Subsidiary (other than ICTC) that is not a
      Loan
      Party to any other Subsidiary that is not a Loan Party.

     

    provided
      that all
      sales, transfers, leases and other dispositions permitted by clauses (viii)
      and
      (ix) shall be made for fair value and (x) for at least 80% cash consideration
      in
      the case of sales, transfers, leases and other dispositions permitted by clauses
      (i) and (viii) and (y) for 100% cash consideration in the case of sales,
      transfers, leases and other dispositions permitted by clauses (iv) and
      (vi).

     

    Section
      6.06 Sale
      and Leaseback Transactions.
      The
      Loan Parties will not, and will not permit any of their Subsidiaries to,
      directly or indirectly, enter into any arrangement, directly or indirectly,
      whereby they shall sell or transfer any Property, real or personal, used or
      useful in their business, whether now owned or hereafter acquired, and
      thereafter rent or lease such Property or other Property that they intend to
      use
      for substantially the same purpose or purposes as the Property sold or
      transferred unless (i) the sale of such Property is permitted by Section
      6.05
      and (ii)
      any Lien arising in connection with the use of such Property by any Loan Party
      or a Subsidiary is permitted by Section
      6.02.

     

    Section
      6.07 Restricted
      Payments.
      The
      Loan Parties will not, and will not permit any of their Subsidiaries to,
      directly or indirectly, declare or make, or agree to pay or make, directly
      or
      indirectly, any Restricted Payment, or incur any obligation (contingent or
      otherwise) to do so, except:

     

    
      
        
        

      

      
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    (i) Subsidiaries
      of a Borrower may declare and pay dividends to such Borrower or another
      Subsidiary ratably with respect to their Equity Interests or additional shares
      of the same class of shares as the dividend being paid to the extent such
      payment complies with Section
      6.01(b);

     

    (ii) the
      Borrowers may pay dividends consisting solely of shares of their common stock
      or
      additional shares of the same class of shares as the dividend being
      paid;

     

    (iii) the
      Borrowers may make Restricted Payments to Holdings and, without duplication,
      Holdings may make Restricted Payments or repurchase or redeem Indebtedness
      in
      accordance with Section
      6.10(b)(iii)
      in an
      amount not to exceed Cumulative Available Cash at the time of the making of
      such
      Restricted Payment, in each case so long as (x) no Dividend Suspension Period
      shall be in effect and (y) no Event of Default shall have occurred and be
      continuing;

     

    (iv) so
      long
      as no Default shall have occurred and is continuing or would result therefrom,
      any Loan Party may purchase or redeem Equity Interests of Holdings (including
      related stock appreciation rights or similar securities) held by then present
      or
      former directors, consultants, officers or employees; provided
      that the
      aggregate amount of such purchases or redemptions under this clause (iv) shall
      not exceed in any Fiscal Year $3.0 million;

     

    (v) noncash
      repurchases of Equity Interests (A) deemed to occur upon exercise of stock
      options if such Equity Interests represent a portion of the exercise price
      of
      such options or (B) for payment of withholding taxes upon vesting of any such
      Equity Interests consisting of restricted shares or performance
      shares;

     

    (vi) unless
      a
      Default has occurred and is continuing under Section
      7.01(a)(i)
      or any
      other Default has occurred within the previous 180 days and is continuing,
      the
      Borrowers may declare and pay dividends or make other distributions to Holdings
      in amounts sufficient to permit Holdings to pay regularly scheduled interest
      payments as and when due on the Senior Notes;

     

    (vii) unless
      a
      Default shall have occurred and is continuing or would result therefrom, any
      Borrower may declare and pay a dividend to Holdings, provided
      that an
      equal amount of cash equity is concurrently contributed by Holdings to the
      capital of one or more of the other Borrowers;

     

    (viii) the
      Borrowers may declare and pay dividends or make other distributions in amounts
      sufficient to permit Holdings to pay the taxes of Holdings and its
      Subsidiaries;

     

    (ix) the
      Borrowers and Holdings may make Restricted Payments from (A) Available Proceeds
      and/or (B) the proceeds of the Delayed Draw Term Loan, in each case so long
      as
      (x) no Event of Default shall have occurred and be continuing and (y) in the
      case of proceeds of the Delayed Draw Term Loan such proceeds are used solely
      to
      repay the Senior Notes plus any reasonable premium and other payments required
      to be paid in connection with such repayment (as determined by the Borrower
      Representative); and

     

    (x) the
      Borrowers may make distributions to Holdings to pay fees and expenses required
      to maintain its existence, and bonus and other benefits payable to their
      officers and employees, expenses of members of the Board of Directors and other
      general corporate administrative and overhead expenses actually incurred in
      the
      ordinary course of business.

     

    
      
        
        

      

      
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    Section
      6.08 Transactions
      with Affiliates.
      The
      Loan Parties will not, and will not permit any of their Subsidiaries to,
      directly or indirectly, sell, lease or otherwise transfer any property or assets
      to, or purchase, lease or otherwise acquire any property or assets from, or
      otherwise engage in any other transactions with, any of their Affiliates, unless
      such transactions are in the ordinary course of such Loan Party’s business and
      are at prices and on terms and conditions not less favorable to the Loan Party
      or such Subsidiary than could be obtained on an arm’s-length basis from
      unrelated third parties, except:

     

    (i) transactions
      between or among one or more of the Borrowers and/or one or more of the
      Subsidiary Loan Parties not involving any other Affiliate and transactions
      among
      Subsidiaries not involving any Loan Party;

     

    (ii) any
      Restricted Payment permitted by Section
      6.07
      and any
      transaction permitted by Section
      6.03;

     

    (iii) fees
      and
      compensation, benefits and incentive arrangements paid or provided to, and
      any
      indemnity provided on behalf of, officers, directors or employees of Holdings
      or
      any of its Subsidiaries as determined in good faith by the board of directors
      of
      Holdings; 

     

    (iv) loans
      and
      advances to employees of Holdings or any of its Subsidiaries permitted by
Section
      6.04(vii);

     

    (v) transactions
      pursuant to the agreements set forth on Schedule
      6.08(v)
      as such
      agreements are in effect on the date of this Agreement and as amended in
      accordance with Section
      6.10;
      and

     

    (vi) in
      the
      case of any joint venture in which the Borrowers or any Subsidiary has an
      interest, so long as the other party or parties to the joint venture which
      are
      not Affiliates of the Borrowers or any Subsidiary own at least 50% of the equity
      of such joint venture, transactions between such joint venture and the Borrowers
      or any Subsidiary that are at prices and on terms and conditions not less
      favorable to the Borrowers or any Subsidiary than could be obtained on an arm’s
      length basis from unrelated third parties.

     

    Section
      6.09 Restrictive
      Agreements.
      The
      Loan Parties will not, and will not permit any Subsidiary to, directly or
      indirectly, enter into, incur or permit to exist any agreement or other
      arrangement that prohibits, restricts or imposes any condition upon (a) the
      ability of any Loan Party or any Subsidiary to create, incur or permit to exist
      any Lien upon any of its Property or assets, or (b) the ability of any
      Subsidiary to pay dividends or other distributions with respect to any of its
      Equity Interests or to make or repay loans or advances to the Borrowers or
      any
      other Subsidiary or to Guarantee Indebtedness of the Borrowers or any other
      Subsidiary or to transfer property to the Borrowers or any of the Subsidiaries;
      provided
      that the
      foregoing shall not apply to:

     

    (i) conditions
      imposed by law (including orders of the ICC, PPUC or TPUC) or by any Loan
      Document;

     

    (ii) clause
      (a) shall not apply to assets encumbered by Permitted Liens as long as such
      restriction applies only to the asset encumbered by such Permitted
      Lien;

     

    (iii) restrictions
      and conditions existing on the date of this Agreement not otherwise excepted
      from this Section
      6.09
      identified on Schedule
      6.09
      (but
      shall not apply to any amendment or modification expanding the scope of any
      such
      restriction or condition);

     

    
      
        
        

      

      
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    (iv) restrictions
      contained in the Senior Note Documents or any other agreements governing
      indebtedness so long as not more restrictive than the Senior Note
      Documents;

     

    (v) any
      agreement in effect at the time any Person becomes a Subsidiary of a Borrower;
      provided
      that
      such agreement was not entered into in contemplation of such Person becoming
      a
      Subsidiary;

     

    (vi) customary
      restrictions and conditions contained in agreements relating to the sale of
      assets pending such sale; provided
      such
      restrictions and conditions apply only to the assets to be sold and such sale
      is
      permitted hereunder; and

     

    (vii) clause
      (a) shall not apply to customary provisions in leases and contracts in the
      ordinary course of business between the Borrowers and their Subsidiaries and
      their customers and other contracts restricting the assignment
      thereof.

     

    Section
      6.10 Amendments
      or Waivers of Certain Documents; Prepayments of Certain
      Indebtedness.
      (a)
      The Loan
      Parties will not, and will not permit any Subsidiary to, directly or indirectly,
      amend or otherwise change (or waive) the terms of any Organic Document, any
      Merger Document, any document governing any Indebtedness outstanding as of
      the
      date of this Agreement or any agreement set forth on Schedule
      6.08(v),
      in each
      case, in a manner materially adverse to the Lenders.

     

    (b) The
      Loan
      Parties will not, and will not permit any Subsidiary to, make (or give any
      notice or offer in respect of) any voluntary or optional payment or mandatory
      prepayment or redemption or acquisition for value of (including, without
      limitation, by way of depositing with any trustee with respect thereto money
      or
      securities before such Indebtedness is due for the purpose of paying such
      Indebtedness when due) or exchange of principal of any Indebtedness of the
      type
      referred to in Section
      6.01(a)(ii)
      and
Section
      6.01(a)(xviii),
      in each
      case other than (i) pursuant to any customary registered exchange offer therefor
      after a private placement thereof, (ii) any Permitted Refinancing, (iii) the
      repurchase or redemption from time to time of Indebtedness of the type referred
      to in Section
      6.01(a)(ii)
      or
Section
      6.01(a)(xviii)
      with
      amounts received by Holdings from a Restricted Payment by the Borrowers
      permitted by Section
      6.07(iii),
      so long
      as at the time of such redemption or repurchase (x) no Dividend Suspension
      Period shall be in effect and (y) no Event of Default, shall have occurred
      and
      be continuing, (iv) the redemption of Indebtedness of the type referred to
      in
Section
      6.01(a)(ii)
      from (A)
      Available Proceeds and/or (B) the proceeds of the Delayed Draw Term Loan, in
      each case so long as no Event of Default shall have occurred and be continuing
      and (v) the redemption of Indebtedness of the type referred to in Section
      6.01(a)(xviii)
      from
      Available Proceeds so long as no Event of Default shall have occurred and be
      continuing.

     

    Section
      6.11 Total
      Net Leverage Ratio.
      The
      Borrowers will not permit the Total Net Leverage Ratio (a) at the end of any
      Fiscal Quarter of Holdings from the Effective Date to the Fiscal Quarter ending
      on or immediately after the first anniversary of the Effective Date to exceed
      5.50:1.0 and (b) at the end of any Fiscal Quarter of Holdings thereafter to
      exceed 5.25:1.0.

     

    Section
      6.12 Interest
      Coverage Ratio.
      The
      Borrowers will not permit the Interest Coverage Ratio as of the end of any
      Fiscal Quarter (commencing with the Fiscal Quarter ending March 31, 2008) to
      be
      less than 2.25:1.0.

     

    Section
      6.13 Anti-Terrorism
      Law.
      The
      Loan Parties shall not (i) conduct any business or engage in making or receiving
      any contribution of funds, goods or services to or for the benefit of any Person
      described in Section
      3.21
      above,
      (ii) deal in, or otherwise engage in any transaction relating to, any property
      or interests in property blocked pursuant to the Executive Order or any other
      Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction
      that evades or avoids, or has the purpose of evading or avoiding, or attempts
      to
      violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the
      Loan Parties shall deliver to the Lenders any certification or other evidence
      requested from time to time by any Lender in its reasonable discretion,
      confirming the Loan Parties’ compliance with this Section
      6.13).

     

    
      
        
        

      

      
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    Section
      6.14 Embargoed
      Person.
      At all
      times throughout the term of the Loans, (a) none of the funds or assets of
      the
      Loan Parties that are used to repay the Loans shall constitute property of,
      or
      shall be beneficially owned directly or, to the knowledge of any Loan Party,
      indirectly by, any Person subject to sanctions or trade restrictions under
      United States law (“Embargoed
      Person”
or
      “Embargoed
      Persons”)
      that
      is identified on (1) the “List of Specially Designated Nationals and Blocked
      Persons” (the “SDN
      List”)
      maintained by the Office of Foreign Assets Control (“OFAC”)
      (available at or through http://www.ustreas.gov/offices/enforcement/ofac/),
      U.S.
      Department of the Treasury, and/or to the knowledge of any Loan Party, as of
      the
      date thereof, based upon reasonable inquiry by such Loan Party, on any other
      similar list (“Other
      List”)
      maintained by OFAC pursuant to any authorizing statute including, but not
      limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701
      et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
      Executive Order or regulation promulgated thereunder, with the result that
      the
      investment in the Loan Parties (whether directly or indirectly) is prohibited
      by
      law, or the Loans made by the Lenders would be in violation of law or (2) the
      Executive Order, any related enabling legislation or any other similar Executive
      Orders (collectively, “Executive
      Orders”),
      and
      (b) no Embargoed Person shall have any direct interest, and to the knowledge
      of
      any Loan Party, as of the Effective Date, based upon reasonable inquiry by
      any
      Loan Party, indirect interest, of any nature whatsoever in the Loan Parties,
      with the result that the investment in the Loan Parties (whether directly or
      indirectly) is prohibited by law or the Loans are in violation of
      law.

     

    Section
      6.15 Anti-Money
      Laundering.
      At all
      times throughout the term of the Loans, to the knowledge of any Loan Party,
      as
      of the Effective Date, based upon reasonable inquiry by such Loan Party, none
      of
      the funds of such Loan Party that are used to repay the Loans shall be derived
      from any unlawful activity with the result that the investment in the Loan
      Parties (whether directly or indirectly), is prohibited by law or the Loans
      would be in violation of law.

     

    ARTICLE
      VII

     

    EVENTS
      OF DEFAULT

     

    Section
      7.01 Listing
      of Events of Default.
      Each of
      the following events or occurrences described in this Section
      7.01
      shall
      constitute (i) an “Event
      of Default”,
      if any
      Loans, LC Disbursements or Letters of Credit are outstanding , and (ii) an
      “Event
      of Termination”,
      if no
      Loans, LC Disbursements or Letters of Credit are outstanding:

     

    (a) The
      Borrowers shall default (i) in the payment when due of any principal of any
      Loan
      or any reimbursement obligation in respect of any LC Disbursement, (ii) in
      the
      payment when due of any interest on any Loan (and such default shall continue
      unremedied for a period of five Business Days), or (iii) in the payment when
      due
      of any Fee described in Section
      2.10
      or of
      any other previously invoiced amount (other than an amount described in clauses
      (i) and (ii)) payable under this Agreement or any other Loan Document (and
      such
      default shall continue unremedied for a period of five Business
      Days).

     

    (b) Any
      representation or warranty of any Loan Party made or deemed to be made hereunder
      or in any other Loan Document or any other writing or certificate furnished
      by
      or on behalf of any Loan Party to the Administrative Agent, the Issuing Bank
      or
      any Lender for the purposes of or in connection with this Agreement or any
      such
      other Loan Document is or shall be incorrect in any material respect when made
      or deemed made.

     

    
      
        
        

      

      
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    (c) Any
      Borrower shall default in the due performance and observance of any of its
      obligations under clause (g), (i) or (k) of Section
      5.01
      or any
      Loan Party or any of their Subsidiaries shall fail to comply with clause (a)
      of
Section
      5.02
      or
Article
      VI.

     

    (d) Any
      Loan
      Party shall default in the due performance and observance of any agreement
      (other than those specified in paragraphs (a) through (c) above) contained
      herein or in any other Loan Document, and such default shall continue unremedied
      for a period of 30 days after the date written notice of such default is
      delivered by the Administrative Agent to the Borrower Representative or by
      any
      Loan Party to the Administrative Agent pursuant to Section 5.01(f).

     

    (e) A
      default
      shall occur (i) in the payment when due (subject to any applicable grace
      period), whether by acceleration or otherwise, of any Material Indebtedness
      or
      (ii) in the performance or observance of any obligation or condition with
      respect to any Material Indebtedness if the effect of such default referred
      to
      in this clause (ii) is to accelerate the maturity of any such Material
      Indebtedness or that enables or permits (with or without the giving of notice,
      the lapse of time or both) the holder or holders of any such Material
      Indebtedness or any trustee or agent on its or their behalf to cause any such
      Material Indebtedness to become due, or to require the prepayment, repurchase,
      redemption or defeasance thereof, prior to its scheduled maturity.

     

    (f) Any
      judgment or order (or combination of judgments and orders) for the payment
      of
      money equal to or in excess of $7.5 million individually or in the aggregate
      shall be rendered against Holdings or any of its Subsidiaries (or any
      combination thereof) and

     

    (i) enforcement
      proceedings shall have been commenced by any creditor upon such judgment or
      order and not stayed;

     

    (ii) such
      judgment has not been stayed, vacated or discharged within 60 days of entry;
      or

     

    (iii) there
      shall be any period (after any applicable statutory grace period) of 10
      consecutive days during which a stay of enforcement of such judgment or order,
      by reason of a pending appeal or otherwise, shall not be in effect and such
      judgment is not fully insured against by a policy or policies of insurance
      (with
      reasonable or standard deductible provisions) issued by an insurer other than
      an
      Affiliate of any Borrower

     

    (g) Any
      of
      the following events shall occur:

     

    (i) the
      taking of any specific actions by a Loan Party, any ERISA Affiliate or any
      other
      Person to terminate a Pension Plan if, as a result of such termination, a Loan
      Party or any ERISA Affiliate could expect to incur a liability or obligation
      to
      such Pension Plan which could reasonably be expected to have a Material Adverse
      Effect; or

     

    (ii) an
      ERISA
      Event, or termination, withdrawal or noncompliance with Applicable Law or plan
      terms with respect to Foreign Plans, shall have occurred that gives rise to
      a
      Lien on the assets of any Loan Party or a Subsidiary or, when taken together
      with all other ERISA Events and terminations, withdrawals and noncompliance
      with
      respect to Foreign Plans that have occurred, could reasonably be expected to
      have a Material Adverse Effect.

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

    (h) Any
      Change in Control shall occur.

     

    (i) Any
      Loan
      Party or any of their Subsidiaries shall

     

    (i) cease
      to
      be Solvent or generally fail to pay debts as they become due;

     

    (ii) apply
      for, consent to, or acquiesce in the appointment of a trustee, receiver,
      sequestrator or other custodian for any Loan Party or any of such Subsidiaries
      or substantially all of the property of any thereof, or make a general
      assignment for the benefit of creditors;

     

    (iii) in
      the
      absence of such application, consent or acquiescence, permit or suffer to exist
      the appointment of a trustee, receiver, sequestrator or other custodian for
      any
      Loan Party or any of such Subsidiaries or for a substantial part of the property
      of any thereof, and such trustee, receiver, sequestrator or other custodian
      shall not be discharged or stayed within 60 days, provided
      that
      each Loan Party and each such Subsidiary hereby expressly authorizes the
      Administrative Agent and each Lender to appear in any court conducting any
      relevant proceeding during such 60-day period to preserve, protect and defend
      their rights under the Loan Documents;

     

    (iv) permit
      or
      suffer to exist the commencement of any bankruptcy, reorganization, debt
      arrangement or other case or proceeding under any bankruptcy or insolvency
      law,
      or any dissolution, winding up or liquidation proceeding, in respect of any
      Loan
      Party or any such Subsidiary and, if any such case or proceeding is not
      commenced by the such Loan Party or such Subsidiary, such case or proceeding
      shall be consented to or acquiesced in by the such Loan Party or such Subsidiary
      or shall result in the entry of an order for relief or shall remain for 60
      days
      undismissed and unstayed; provided
      that
      each Loan Party and each such Subsidiary hereby expressly authorizes the
      Administrative Agent and each Lender to appear in any court conducting any
      such
      case or proceeding during such 60-day period to preserve, protect and defend
      their rights under the Loan Documents; or

     

    (v) take
      any
      corporate or partnership action (or comparable action, in the case of any other
      form of legal entity) authorizing, or in furtherance of, any of the
      foregoing.

     

    (j) The
      obligations of Holdings or any Subsidiary Loan Party under the Guaranty
      Agreement, as applicable, shall cease to be in full force and effect or any
      such
      Loan Party shall repudiate its obligations thereunder.

     

    (k) Any
      Lien
      on Collateral having a fair market value in excess of $1.0 million purported
      to
      be created under any Security Document shall fail or cease to be, or shall
      be
      asserted by any Loan Party not to be, a valid and perfected Lien on any
      Collateral, with the priority required by the applicable Security
      Document.

     

    Section
      7.02 Action
      if Bankruptcy.
      If any
      Event of Default described in clauses (i) through (v) of Section
      7.01(i)
      shall
      occur, the Commitments (if not theretofore terminated) shall automatically
      terminate and the outstanding principal amount of all outstanding Loans and
      all
      other Obligations (other than Hedging Obligations) shall automatically be and
      become immediately due and payable, without notice or demand, all of which
      are
      hereby waived by each Borrower.

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

     

    Section
      7.03 Action
      if Other Event of Default.
      If any
      Event of Default (other than any Event of Default described in clauses (i)
      through (v) of Section
      7.01(i))
      shall
      occur for any reason, whether voluntary or involuntary, and be continuing,
      the
      Administrative Agent, upon the direction of the Requisite Lenders, shall by
      written notice to the Borrowers and each Lender declare all or any portion
      of
      the outstanding principal amount of the Loans and other Obligations (other
      than
      Hedging Obligations) to be due and payable and/or the Commitments (if not
      theretofore terminated) to be terminated, whereupon the full unpaid amount
      of
      such Loans and other Obligations (other than Hedging Obligations) which shall
      be
      so declared due and payable shall be and become immediately due and payable,
      without further notice, demand or presentment and/or, as the case may be, the
      Commitments shall terminate.

     

    Section
      7.04 Action
      if Event of Termination.
      Upon
      the occurrence and continuation of any Event of Termination, the Requisite
      Lenders may, by notice from the Administrative Agent to the Borrowers and the
      Lenders (except if an Event of Termination described in clauses (i) through
      (v)
      of Section
      7.01(i)
      shall
      have occurred, in which case the Commitments (if not theretofore terminated)
      shall, without notice of any kind, automatically terminate) declare their
      Commitments terminated, and upon such declaration the Lenders shall have no
      further obligation to make any Loans hereunder. Upon such termination of the
      Commitments, all accrued fees and expenses shall be immediately due and
      payable.

     

    Section
      7.05 Crediting
      of Payments and Proceeds.
      Subject
      to Section
      5.4
      of the
      Collateral Agreement and Article IV of the Mortgage, in the event that the
      Borrowers shall fail to pay any of the Obligations when due and the Obligations
      (other than Hedging Obligations) have been accelerated pursuant to this
Article
      VII,
      all
      payments received by the Lenders upon the Obligations and all net proceeds
      from
      the enforcement of the Obligations shall be applied: 

     

    First,
      to
      payment of that portion of the Obligations constituting fees, indemnities,
      expenses and other amounts, including attorney fees, payable to the
      Administrative Agent in its capacity as such and the Issuing Bank in its
      capacity as such (ratably among the Administrative Agent and the Issuing Bank
      in
      proportion to the respective amounts described in this clause First
      payable
      to them);

     

    Second,
      to
      payment of that portion of the Obligations constituting fees, indemnities and
      other amounts (other than principal and interest) payable to the Lenders,
      including attorney fees (ratably among the Lenders in proportion to the
      respective amounts described in this clause Second
      payable
      to them);

     

    Third,
      to
      payment of that portion of the Obligations constituting accrued and unpaid
      interest on the Loans and L/C Disbursements (ratably among the Lenders in
      proportion to the respective amounts described in this clause Third
      payable
      to them);

     

    Fourth,
      to
      payment of that portion of the Obligations constituting unpaid principal of
      the
      Loans and L/C Disbursements and
      any
      Hedging Obligations (including any termination payments and any accrued and
      unpaid interest thereon)
      (ratably
      among the Lenders in proportion to the respective amounts described in this
      clause Fourth
      held by
      them);

     

    Fifth,
      to the
      Administrative Agent for the account of the Issuing Bank, to cash collateralize
      any L/C Exposure then outstanding; and

     

    Last,
      the
      balance, if any, after all of the Obligations have been indefeasibly paid in
      full, to the Borrowers or as otherwise required by Applicable Law.

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

    Section
      7.06 Rights
      and Remedies Cumulative; Non-Waiver; etc.
      The enumeration of the rights and remedies of the Administrative Agent and
      the
      Lenders set forth in this Agreement is not intended to be exhaustive and the
      exercise by the Administrative Agent and the Lenders of any right or remedy
      shall not preclude the exercise of any other rights or remedies, all of which
      shall be cumulative, and shall be in addition to any other right or remedy
      given
      hereunder or under the other Loan Documents or that may now or hereafter exist
      at law or in equity or by suit or otherwise. No delay or failure to take action
      on the part of the Administrative Agent or any Lender in exercising any right,
      power or privilege shall operate as a waiver thereof, nor shall any single
      or
      partial exercise of any such right, power or privilege preclude any other or
      further exercise thereof or the exercise of any other right, power or privilege
      or shall be construed to be a waiver of any Event of Default. No course of
      dealing between the Borrowers, the Administrative Agent and the Lenders or
      their
      respective agents or employees shall be effective to change, modify or discharge
      any provision of this Agreement or any of the other Loan Documents or to
      constitute a waiver of any Event of Default.

     

    ARTICLE
      VIII

     

    THE
      ADMINISTRATIVE AGENT

     

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

     

    Section
      8.02 Rights
      as a Lender.
      The
      Person serving as the Administrative Agent hereunder shall have the same rights
      and powers in its capacity as a Lender as any other Lender and may exercise
      the
      same as though it were not the Administrative Agent and the term “Lender”
or
      “Lenders”
shall,
      unless otherwise expressly indicated or unless the context otherwise requires,
      include the Person serving as the Administrative Agent hereunder in its
      individual capacity. Such Person and its Affiliates may accept deposits from,
      lend money to, act as the financial advisor or in any other advisory capacity
      for and generally engage in any kind of business with the Borrowers or any
      Subsidiary or other Affiliate thereof as if such Person were not the
      Administrative Agent hereunder and without any duty to account therefor to
      the
      Lenders.

     

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

     

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

     

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

     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

     

    (c) shall
      not, except as expressly set forth herein and in the other Loan Documents,
      have
      any duty to disclose, and shall not be liable for the failure to disclose,
      any
      information relating to the Borrowers or any of their respective Affiliates
      that
      is communicated to or obtained by the Person serving as the Administrative
      Agent
      or any of its Affiliates in any capacity.

     

     

    The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      (i) with the consent or at the request of the Requisite Lenders (or such other
      number or percentage of the Lenders as shall be necessary, or as the
      Administrative Agent shall believe in good faith shall be necessary, under
      the
      circumstances as provided in Section
      9.02
      and
Sections
      7.02,
      7.03
      and
7.04)
      or (ii)
      in the absence of its own gross negligence or willful misconduct as determined
      by a court of competent jurisdiction by final nonappealable judgment. The
      Administrative Agent shall be deemed not to have knowledge of any Default unless
      and until notice describing such Default is given to the Administrative Agent
      by
      the Borrowers, a Lender or the Issuing Bank.

     

    The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Loan Document, (ii) the contents
      of
      any certificate, report or other document delivered hereunder or thereunder
      or
      in connection herewith or therewith, (iii) the performance or observance of
      any
      of the covenants, agreements or other terms or conditions set forth herein
      or
      therein or the occurrence of any Default, (iv) the validity, enforceability,
      effectiveness or genuineness of this Agreement, any other Loan Document or
      any
      other agreement, instrument or document or (v) the satisfaction of any condition
      set forth in Article
      IV
      or
      elsewhere herein, other than to confirm receipt of items expressly required
      to
      be delivered to the Administrative Agent. 

     

    Section
      8.04 Reliance
      by the Administrative Agent.
      The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) believed
      by
      it to be genuine and to have been signed, sent or otherwise authenticated by
      the
      proper Person. The Administrative Agent also may rely upon any statement made
      to
      it orally or by telephone and believed by it to have been made by the proper
      Person, and shall not incur any liability for relying thereon. In determining
      compliance with any condition hereunder to the making of a Loan, or the issuance
      of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
      of a Lender or the Issuing Bank, the Administrative Agent may presume that
      such
      condition is satisfactory to such Lender or the Issuing Bank unless the
      Administrative Agent shall have received notice to the contrary from such Lender
      or the Issuing Bank prior to the making of such Loan or the issuance of such
      Letter of Credit. The Administrative Agent may consult with legal counsel (who
      may be counsel for the Borrowers), independent accountants and other experts
      selected by it, and shall not be liable for any action taken or not taken by
      it
      in accordance with the advice of any such counsel, accountants or
      experts.

     

    Section
      8.05 Delegation
      of Duties.
      The
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers hereunder or under any other Loan Document by or through
      any
      one or more sub agents appointed by the Administrative Agent. The Administrative
      Agent and any such sub agent may perform any and all of its duties and exercise
      its rights and powers by or through their respective Related Parties. The
      exculpatory provisions of this Article shall apply to any such sub agent and
      to
      the Related Parties of the Administrative Agent and any such sub agent, and
      shall apply to their respective activities in connection with the syndication
      of
      the credit facilities provided for herein as well as activities as
      Administrative Agent.

     

    Section
      8.06 Resignation
      of Administrative Agent.

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

    (a) The
      Administrative Agent may at any time give notice of its resignation to the
      Lenders, the Issuing Bank and the Borrowers. Upon receipt of any such notice
      of
      resignation, the Requisite Lenders shall have the right, in consultation with
      the Borrowers, to appoint a successor, which shall be a bank with an office
      in
      the United States, or an Affiliate of any such bank with an office in the United
      States. If no such successor shall have been so appointed by the Requisite
      Lenders and shall have accepted such appointment within 30 days after the
      retiring Administrative Agent gives notice of its resignation, then the retiring
      Administrative Agent may on behalf of the Lenders and the Issuing Bank, appoint
      a successor Administrative Agent meeting the qualifications set forth above
      provided
      that if
      the Administrative Agent shall notify the Borrowers and the Lenders that no
      qualifying Person has accepted such appointment, then such resignation shall
      nonetheless become effective in accordance with such notice and (1) the retiring
      Administrative Agent shall be discharged from its duties and obligations
      hereunder and under the other Loan Documents (except that in the case of any
      collateral security held by the Administrative Agent on behalf of the Lenders
      or
      the Issuing Bank under any of the Loan Documents, the retiring Administrative
      Agent shall continue to hold such collateral security until such time as a
      successor Administrative Agent is appointed) and (2) all payments,
      communications and determinations provided to be made by, to or through the
      Administrative Agent shall instead be made by or to each Lender and the Issuing
      Bank directly, until such time as the Requisite Lenders appoint a successor
      Administrative Agent as provided for above in this paragraph. Upon the
      acceptance of a successor’s appointment as Administrative Agent hereunder, such
      successor shall succeed to and become vested with all of the rights, powers,
      privileges and duties of the retiring (or retired) Administrative Agent, and
      the
      retiring Administrative Agent shall be discharged from all of its duties and
      obligations hereunder or under the other Loan Documents (if not already
      discharged therefrom as provided above in this paragraph). The fees payable
      by
      the Borrowers to a successor Administrative Agent shall be the same as those
      payable to its predecessor unless otherwise agreed between the Borrower
      Representative and such successor. After the retiring Administrative Agent’s
      resignation hereunder and under the other Loan Documents, the provisions of
      this
      Article and Section
      9.03
      shall
      continue in effect for the benefit of such retiring Administrative Agent, its
      subagents and their respective Related Parties in respect of any actions taken
      or omitted to be taken by any of them while the retiring Administrative Agent
      was acting as Administrative Agent.

     

    (b) Any
      resignation by Wachovia as Administrative Agent pursuant to this Section shall
      also constitute its resignation as Issuing Bank and Swingline Lender. Upon
      the
      acceptance of a successor’s appointment as Administrative Agent hereunder, (a)
      such successor shall succeed to and become vested with all of the rights,
      powers, privileges and duties of the retiring Issuing Bank and Swingline Lender,
      (b) the retiring Issuing Bank and Swingline Lender shall be discharged from
      all
      of their respective duties and obligations hereunder or under the other Loan
      Documents, and (c) the successor Issuing Bank shall issue letters of credit
      in
      substitution for the Letters of Credit, if any, outstanding at the time of
      such
      succession or make other arrangement satisfactory to the retiring Issuing Bank
      to effectively assume the obligations of the retiring Issuing Bank with respect
      to such Letters of Credit. 

     

    Section
      8.07 Non-Reliance
      on Administrative Agent and Other Lenders.
      Each
      Lender and the Issuing Bank acknowledges that it has, independently and without
      reliance upon the Administrative Agent or any other Lender or any of their
      Related Parties and based on such documents and information as it has deemed
      appropriate, made its own credit analysis and decision to enter into this
      Agreement. Each Lender and the Issuing Bank also acknowledges that it will,
      independently and without reliance upon the Administrative Agent or any other
      Lender or any of their Related Parties and based on such documents and
      information as it shall from time to time deem appropriate, continue to make
      its
      own decisions in taking or not taking action under or based upon this Agreement,
      any other Loan Document or any related agreement or any document furnished
      hereunder or thereunder.

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    Section
      8.08 No
      Other Duties, Etc.
      Anything herein to the contrary notwithstanding, none of the syndication agents,
      documentation agents, co-agents, book manager, lead manager, Arranger, or
      co-arranger listed on the cover page or signature pages hereof shall have any
      powers, duties or responsibilities under this Agreement or any of the other
      Loan
      Documents, except in its capacity, as applicable, as the Administrative Agent,
      a
      Lender or the Issuing Bank hereunder. 

     

    Section
      8.09 Collateral
      and Guaranty Matters.
      The
      Lenders irrevocably authorize the Administrative Agent, at its option and in
      its
      discretion (without notice to, or vote or consent of, any Secured Hedging
      Provider):

     

    (a) to
      release any Lien on any Collateral granted to or held by the Administrative
      Agent, for the ratable benefit of itself and the other Secured Parties (whether
      or not on the date of such release there may be outstanding Hedging
      Obligations), under any Loan Document (i) upon repayment of the outstanding
      principal of and all accrued interest on the Loans and Reimbursement
      Obligations, payment of all outstanding fees and expenses hereunder, the
      termination of the Revolving Credit Commitment and the Delayed Draw Term Loan
      Commitment and the expiration or termination of all Letters of Credit, (ii)
      that
      is sold or to be sold as part of or in connection with any sale permitted
      hereunder or under any other Loan Document, or (iii) subject to Section
      9.02,
      if
      approved, authorized or ratified in writing by the Requisite
      Lenders;

     

    (b) to
      subordinate or release any Lien on any Collateral (whether or not on the date
      of
      such subordination or release there may be outstanding Hedging Obligations)
      granted to or held by the Administrative Agent under any Loan Document to the
      holder of any Permitted Lien; and

     

    (c) to
      release any guarantor (whether or not on the date of such release there may
      be
      outstanding Hedging Obligations) from its obligations under the Guaranty
      Agreement, the Security Documents and any other Loan Documents if such Person
      ceases to be a Subsidiary as a result of a transaction permitted
      hereunder.

     

    Upon
      request by the Administrative Agent at any time, the Requisite Lenders will
      confirm in writing the Administrative Agent’s authority to release or
      subordinate its interest in particular types or items of property, or to release
      any guarantor from its obligations under the Guaranty Agreement pursuant to
      this
      Section.

     

    ARTICLE
      IX

     

    MISCELLANEOUS

     

    Section
      9.01 Notices.

     

    (a) Notices
      Generally.
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and except as provided in paragraph (b) below), all notices and
      other communications provided for herein shall be in writing and shall be
      delivered by hand or overnight courier service, mailed by certified or
      registered mail or sent by telecopier as follows:

     

    
      
        
        

      

      
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              If
                to the Borrowers

            	 
	
              or
                the Borrower

            	 
	
              Representative:
                

            	
              121
                South 17th
                Street

            
	 	
              Mattoon,
                Illinois 61938

            
	 	
              Attention:
                Steve Childers

            
	 	
              Telecopy
                No.: (217) 234-9934

            
	 	
              E-mail:
                steve.childers@consolidated.com

            
	 	 
	 	
              Attention:
                Robert J. Currey

            
	 	
              Telecopy
                No.: (217) 234-9934

            
	 	
              E-mail:
                bob.currey@consolidated.com

            
	 	 
	
              With
                copies to:

            	
              Schiff
                Hardin LLP

            
	 	
              6600
                Sears Tower

            
	 	
              233
                South Wacker Drive

            
	 	
              Chicago,
                Illinois 60606-6473

            
	 	
              Attention
                of: James E. Brown

            
	 	
              Telecopy
                No.: (312) 258-5600

            
	 	
              E-mail:
                jbrown@schiffhardin.com

            
	 	 
	
              If
                to Wachovia as

            	 
	
              Administrative
                Agent

            	 
	
              or
                Issuing Bank:

            	
              Wachovia
                Bank, National Association

            
	 	
              NC0680

            
	 	
              1525
                West W.T. Harris Blvd.

            
	 	
              Charlotte,
                North Carolina 28262

            
	 	
              Attention:
                Syndication Agency Services

            
	 	
              Telephone
                No.: (704) 590-2703

            
	 	
              Telecopy
                No.: (704) 590-3481

            
	 	 
	
              With
                copies to:

            	
              Kennedy
                Covington Lobdell & Hickman, L.L.P.

            
	 	
              214
                North Tryon Street

            
	 	
              Charlotte,
                North Carolina 28202

            
	 	
              Attention
                of:David L. Batty

            
	 	
              Telephone
                No.:(704) 331-7537

            
	 	
              Telecopy
                No.:(704) 353-3237

            
	 	
              E-mail:
                dbatty@kennedycovington.com

            
	 	 
	
              If
                to any Lender:

            	
              To
                the
                address set forth on the Register

            


    

     

    Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient). Notices delivered through electronic communications to the extent
      provided in paragraph (b) below, shall be effective as provided in said
      paragraph (b).

     

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

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement), provided
      that if
      such notice or other communication is not sent during the normal business hours
      of the recipient, such notice or communication shall be deemed to have been
      sent
      at the opening of business on the next business day for the recipient, and
      (ii)
      notices or communications posted to an Internet or intranet website shall be
      deemed received upon the deemed receipt by the intended recipient at its e-mail
      address as described in the foregoing clause (i) of notification that such
      notice or communication is available and identifying the website address
      therefor.

     

    (c) Administrative
      Agent’s Office.
      The
      Administrative Agent hereby designates its office located at the address set
      forth above, or any subsequent office which shall have been specified for such
      purpose by written notice to the Borrowers and Lenders, as the office to which
      payments due are to be made and at which Loans will be disbursed and Letters
      of
      Credit requested.

     

    (d) Change
      of Address, Etc.
      Any
      party hereto may change its address or telecopier number for notices and other
      communications hereunder by notice to the other parties hereto.

     

    Section
      9.02 Amendments,
      Waivers and Consents.
      Except
      as set forth below or as specifically provided in any Loan Document, any term,
      covenant, agreement or condition of this Agreement or any of the other Loan
      Documents may be amended or waived by the Lenders, and any consent given by
      the
      Lenders, if, but only if, such amendment, waiver or consent is in writing signed
      by the Requisite Lenders (or by the Administrative Agent with the consent of
      the
      Requisite Lenders) and delivered to the Administrative Agent and, in the case
      of
      an amendment, signed by the Borrowers; provided,
      that no
      amendment, waiver or consent shall:

     

    (a) waive
      any
      condition set forth in Section
      4.01
      without
      the written consent of each Lender directly affected thereby; 

     

    (b) amend,
      modify or waive Section
      4.02
      or any
      other provision of this Agreement if the effect of such amendment, modification
      or waiver is to require the Delayed Draw Term Lenders to make Delayed Draw
      Term
      Loans when such Delayed Draw Term Lenders would not otherwise be required to
      do
      so without the prior written consent of the Requisite Delayed Draw Term Loan
      Lenders;

     

    (c) amend,
      modify or waive Section
      4.03
      or any
      other provision of this Agreement if the effect of such amendment, modification
      or waiver is to require the Revolving Lenders to make Revolving Loans when
      such
      Revolving Lenders would not otherwise be required to do so without the prior
      written consent of the Requisite Revolving Lenders;

     

    (d) extend
      or
      increase the Revolving Credit Commitment or the Delayed Draw Term Loan
      Commitment of any Lender (or reinstate any Revolving Credit Commitment or any
      Delayed Draw Term Loan Commitment terminated pursuant to Sections
      7.02,
      7.03
      or
7.04)
      or the
      amount of Loans of any Lender without the written consent of such
      Lender;

     

    (e) postpone
      any date fixed by this Agreement or any other Loan Document for any payment
      (excluding prepayments) of principal, interest, fees or other amounts due to
      the
      Lenders (or any of them) or any scheduled or mandatory reduction of the
      Revolving Credit Commitment or the Delayed Draw Term Loan Commitment hereunder
      or under any other Loan Document without the written consent of each Lender
      directly affected thereby;

     

    
      
        
        

      

      
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    (f) reduce
      the principal of, or the rate of interest specified herein on, any Loan or
      reimbursement obligation (pursuant to Section
      2.06(e)),
      or
      (subject to clause (iv) of the second proviso to this Section) any fees or
      other
      amounts payable hereunder or under any other Loan Document without the written
      consent of each Lender directly affected thereby;

     

    (g) change
      Section
      2.13
      or
7.05
      in a
      manner that would alter the pro rata sharing of payments required thereby
      without the written consent of each Lender directly affected
      thereby;

     

    (h) change
      Sections
      2.05(d)
      or
2.13(c)
      in a
      manner that would alter the order of application of amounts prepaid pursuant
      thereto without the written consent of each Lender directly affected thereby;
      

     

    (i) change
      any provision of this Section or the definition of “Requisite
      Lenders”
(except
      as otherwise provided in Section
      2.21)
      or any
      other provision hereof specifying the number or percentage of Lenders required
      to amend, waive or otherwise modify any rights hereunder or make any
      determination or grant any consent hereunder, without the written consent of
      each Lender directly affected thereby;

     

    (j) release
      all of the guarantors or release guarantors comprising substantially all of
      the
      credit support for the Obligations, in either case, from the Guaranty Agreement
      (other than as authorized in Section
      8.09),
      without the written consent of each Lender; or

     

    (k) release
      all or a material portion of the Collateral or release any Security Document
      (other than as authorized in Section
      8.09
      or as
      otherwise specifically permitted or contemplated in this Agreement or the
      applicable Security Document) without the written consent of each Lender;


     

    provided further,
      that
      (i) no amendment, waiver or consent shall, unless in writing and signed by
      the
      Issuing Bank in addition to the Lenders required above, affect the rights or
      duties of the Issuing Bank under this Agreement or any Letter of Credit
      Application relating to any Letter of Credit issued or to be issued by it;
      (ii)
      no amendment, waiver or consent shall, unless in writing and signed by the
      Swingline Lender in addition to the Lenders required above, affect the rights
      or
      duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver
      or consent shall, unless in writing and signed by the Administrative Agent
      in
      addition to the Lenders required above, affect the rights or duties of the
      Administrative Agent under this Agreement or any other Loan Document; and (iv)
      the Fee Letter may be amended, or rights or privileges thereunder waived, in
      a
      writing executed only by the parties thereto.

     

    Section
      9.03 Expenses;
      Indemnity.
      

     

    (a) Costs
      and Expenses.
      The
      Borrowers and any other Loan Party, jointly and severally, shall pay (i) all
      reasonable out of pocket expenses incurred by the Administrative Agent and
      its
      Affiliates (including the reasonable fees, charges and disbursements of counsel
      for the Administrative Agent), in connection with the syndication of the credit
      facilities provided for herein, the preparation, negotiation, execution,
      delivery and administration of this Agreement and the other Loan Documents
      or
      any amendments, modifications or waivers of the provisions hereof or thereof
      (whether or not the transactions contemplated hereby or thereby shall be
      consummated), (ii) all reasonable out of pocket expenses incurred by the Issuing
      Bank in connection with the issuance, amendment, renewal or extension of any
      Letter of Credit or any demand for payment thereunder and (iii) all reasonable
      out of pocket expenses incurred by the Administrative Agent, any Lender or
      the
      Issuing Bank (including the reasonable fees, charges and disbursements of any
      counsel for the Administrative Agent, any Lender or the Issuing Bank), in
      connection with the enforcement or protection of its rights (A) in connection
      with this Agreement and the other Loan Documents, including its rights under
      this Section, or (B) in connection with the Loans made or Letters of Credit
      issued hereunder, including all such out of pocket expenses incurred during
      any
      workout, restructuring or negotiations in respect of such Loans or Letters
      of
      Credit.

     

    
      
        
        

      

      
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    (b) Indemnification
      by the Borrowers.
      Each
      Borrower shall indemnify the Administrative Agent (and any subagent thereof),
      each Lender and the Issuing Bank, and each Related Party of any of the foregoing
      Persons (each such Person being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, and shall pay or reimburse
      any
      such Indemnitee for, any and all losses, claims, penalties (including, without
      limitation, any Environmental Claims or civil penalties or fines assessed by
      OFAC), damages, liabilities and related reasonable expenses (including the
      reasonable fees, charges and disbursements of any counsel for any Indemnitee),
      incurred by any Indemnitee or asserted against any Indemnitee by any third
      party
      or by any Borrower or any other Loan Party arising out of, in connection with,
      or as a result of (i) the execution or delivery of this Agreement, any other
      Loan Document or any agreement or instrument contemplated hereby or thereby,
      the
      performance by the parties hereto of their respective obligations hereunder
      or
      thereunder or the consummation of the transactions contemplated hereby or
      thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
      proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
      for payment under a Letter of Credit if the documents presented in connection
      with such demand do not strictly comply with the terms of such Letter of
      Credit), (iii) any actual or alleged presence or Release of Hazardous Materials
      on or from any property owned or operated by such Borrower or any of its
      Subsidiaries, or any Environmental Claim related in any way to such Borrower
      or
      any of its Subsidiaries, (iv) any actual or prospective claim, litigation,
      investigation or proceeding relating to any of the foregoing, whether based
      on
      contract, tort or any other theory, whether brought by a third party or by
      any
      Borrower or any other Loan Party, and regardless of whether any Indemnitee
      is a
      party thereto, or (v) any claim, penalties (including, without limitation,
      any
      Environmental Claims or civil penalties or fines assessed by OFAC),
      investigation, litigation or other proceeding (whether or not the Administrative
      Agent or any Lender is a party thereto) and the prosecution and defense thereof,
      arising out of or in any way connected with the Loans, this Agreement, any
      other
      Loan Document, or any documents contemplated by or referred to herein or therein
      or the transactions contemplated hereby or thereby, including without
      limitation, reasonable attorneys and consultant’s fees, provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related reasonable expenses (x)
      are
      determined by a court of competent jurisdiction by final and nonappealable
      judgment to have resulted from the gross negligence or willful misconduct of
      such Indemnitee or (y) arise out of a dispute that is solely between Lenders
      in
      their capacities as Lenders (and not in any Lender’s capacity as Administrative
      Agent, Swingline Lender or Issuing Bank) or (z) result from a claim brought
      by
      any Borrower or any other Loan Party against an Indemnitee for breach in bad
      faith of such Indemnitee's obligations hereunder or under any other Loan
      Document, if such Borrower or such Loan Party has obtained a final and
      nonappealable judgment in its favor on such claim as determined by a court
      of
      competent jurisdiction.

     

    (c) Reimbursement
      by Lenders.
      To the
      extent that the Borrowers for any reason fail to indefeasibly pay any amount
      required under clause (a) or (b) of this Section to be paid by them to the
      Administrative Agent (or any subagent thereof), the Issuing Bank or any Related
      Party of any of the foregoing, each Lender severally agrees to pay to the
      Administrative Agent (or any such subagent), the Issuing Bank or such Related
      Party, as the case may be, such Lender’s pro rata share (determined as of the
      time that the applicable unreimbursed expense or indemnity payment is sought)
      of
      such unpaid amount, provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent (or any such subagent) or the Issuing Bank in its capacity
      as such, or against any Related Party of any of the foregoing acting for the
      Administrative Agent (or any such subagent) or Issuing Bank in connection with
      such capacity. The obligations of the Lenders under this clause (c) are subject
      to the provisions of Section
      2.13(b).

     

    
      
        
        

      

      
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    (d) Waiver
      of Consequential Damages, Etc.
      To the
      fullest extent permitted by Applicable Law, the Borrowers shall not assert,
      and
      hereby waive, any claim against any Indemnitee, on any theory of liability,
      for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement, any other Loan Document or any agreement or instrument contemplated
      hereby, the transactions contemplated hereby or thereby, any Loan or Letter
      of
      Credit or the use of the proceeds thereof. No Indemnitee referred to in clause
      (b) above shall be liable for any damages arising from the use by unintended
      recipients of any information or other materials distributed by it through
      telecommunications, electronic or other information transmission systems in
      connection with this Agreement or the other Loan Documents or the transactions
      contemplated hereby or thereby.

     

    (e) Payments.
      All
      amounts due under this Section shall be payable promptly after demand therefor.
      

     

    Section
      9.04 Right
      of Set Off.
      If an
      Event of Default shall have occurred and be continuing, each Lender, the Issuing
      Bank, the Swingline Lender and each of their respective Affiliates is hereby
      authorized at any time and from time to time, to the fullest extent permitted
      by
      Applicable Law, to set off and apply any and all deposits (general or special,
      time or demand, provisional or final, in whatever currency) at any time held
      and
      other obligations (in whatever currency) at any time owing by such Lender,
      the
      Issuing Bank, the Swingline Lender or any such Affiliate to or for the credit
      or
      the account of the Borrowers or any other Loan Party against any and all of
      the
      obligations of the Borrowers or such Loan Party now or hereafter existing under
      this Agreement or any other Loan Document to such Lender, the Issuing Bank
      or
      the Swingline Lender, irrespective of whether or not such Lender, the Issuing
      Bank or the Swingline Lender shall have made any demand under this Agreement
      or
      any other Loan Document and although such obligations of the Borrowers or such
      Loan Party may be contingent or unmatured or are owed to a branch or office
      of
      such Lender, the Issuing Bank or the Swingline Lender different from the branch
      or office holding such deposit or obligated on such indebtedness. The rights
      of
      each Lender, the Issuing Bank, the Swingline Lender and their respective
      Affiliates under this Section are in addition to other rights and remedies
      (including other rights of setoff) that such Lender, the Issuing Bank, the
      Swingline Lender or their respective Affiliates may have. Each Lender, the
      Issuing Bank and the Swingline Lender agrees to notify the Borrowers and the
      Administrative Agent promptly after any such setoff and application;
provided
      that the
      failure to give such notice shall not affect the validity of such setoff and
      application.

     

    Section
      9.05 Governing
      Law; Jurisdiction, Etc.

     

    (a) Governing
      Law.
      This
      Agreement and the other Loan Documents, unless expressly set forth therein,
      shall be governed by, and construed in accordance with, the law of the State
      of
      New York.

     

    (b) Submission
      to Jurisdiction.
      The
      Borrowers and each other Loan Party irrevocably and unconditionally submits,
      for
      itself and its property, to the nonexclusive jurisdiction of the courts of
      the
      State of New York sitting in New York County and of the United States District
      Court of the Southern District of New York, and any appellate court from any
      thereof, in any action or proceeding arising out of or relating to this
      Agreement or any other Loan Document, or for recognition or enforcement of
      any
      judgment, and each of the parties hereto irrevocably and unconditionally agrees
      that all claims in respect of any such action or proceeding may be heard and
      determined in such New York state court or, to the fullest extent permitted
      by
      Applicable Law, in such Federal court. Each of the parties hereto agrees that
      a
      final judgment in any such action or proceeding shall be conclusive and may
      be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law. Nothing in this Agreement or in any other Loan Document shall
      affect any right that the Administrative Agent, any Lender or the Issuing Bank
      may otherwise have to bring any action or proceeding relating to this Agreement
      or any other Loan Document against the Borrowers or any other Loan Party or
      its
      properties in the courts of any jurisdiction.

     

    
      
        
        

      

      
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    (c) Waiver
      of Venue.
      Each
      Borrower and each other Loan Party irrevocably and unconditionally waives,
      to
      the fullest extent permitted by Applicable Law, any objection that it may now
      or
      hereafter have to the laying of venue of any action or proceeding arising out
      of
      or relating to this Agreement or any other Loan Document in any court referred
      to in paragraph (b) of this Section. Each of the parties hereto hereby
      irrevocably waives, to the fullest extent permitted by Applicable Law, the
      defense of an inconvenient forum to the maintenance of such action or proceeding
      in any such court.

     

    (d) Service
      of Process.
      Each
      party hereto irrevocably consents to service of process in the manner provided
      for notices in Section
      9.01.
      Nothing
      in this Agreement will affect the right of any party hereto to serve process
      in
      any other manner permitted by Applicable Law.

     

    Section
      9.06 Waiver
      of Jury Trial.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
      OTHER
      LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
      ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
      NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
      LOAN
      DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
      THIS
      SECTION.

     

    Section
      9.07 Reversal
      of Payments.
      To the
      extent the Borrowers make a payment or payments to the Administrative Agent
      for
      the ratable benefit of the Lenders or the Administrative Agent receives any
      payment or proceeds of the collateral which payments or proceeds or any part
      thereof are subsequently invalidated, declared to be fraudulent or preferential,
      set aside and/or required to be repaid to a trustee, receiver or any other
      party
      under any bankruptcy law, state or federal law, common law or equitable cause,
      then, to the extent of such payment or proceeds repaid, the Obligations or
      part
      thereof intended to be satisfied shall be revived and continued in full force
      and effect as if such payment or proceeds had not been received by the
      Administrative Agent.

     

    Section
      9.08 Injunctive
      Relief.
      The
      Borrowers recognize that, in the event the Borrowers fail to perform, observe
      or
      discharge any of its obligations or liabilities under this Agreement, any remedy
      of law may prove to be inadequate relief to the Lenders. Therefore, the
      Borrowers agree that the Lenders, at the Lenders’ option, shall be entitled to
      temporary and permanent injunctive relief in any such case without the necessity
      of proving actual damages.

     

    Section
      9.09 Accounting
      Matters.
      If at
      any time any change in GAAP would affect the computation of any financial ratio
      or requirement set forth in any Loan Document, and either the Borrowers or
      the
      Requisite Lenders shall so request, the Administrative Agent, the Lenders and
      the Borrowers shall negotiate in good faith to amend such ratio or requirement
      to preserve the original intent thereof in light of such change in GAAP (subject
      to the approval of the Requisite Lenders); provided
      that,
      until so amended, (i) such ratio or requirement shall continue to be computed
      in
      accordance with GAAP prior to such change therein and (ii) the Borrowers shall
      provide to the Administrative Agent and the Lenders financial statements and
      other documents required under this Agreement or as reasonably requested
      hereunder setting forth a reconciliation between calculations of such ratio
      or
      requirement made before and after giving effect to such change in
      GAAP.

     

    
      
        
        

      

      
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    Section
      9.10 Successors
      and Assigns; Participations.
      

     

    (a) Successors
      and Assigns Generally.
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that neither the Borrowers nor any other Loan Party may assign or
      otherwise transfer any of its rights or obligations hereunder without the prior
      written consent of the Administrative Agent and each Lender and no Lender may
      assign or otherwise transfer any of its rights or obligations hereunder except
      (i) to an assignee in accordance with the provisions of paragraph (b) of this
      Section, (ii) by way of participation in accordance with the provisions of
      paragraph (d) of this Section or (iii) by way of pledge or assignment of a
      security interest subject to the restrictions of paragraph (f) of this Section
      (and any other attempted assignment or transfer by any party hereto shall be
      null and void). Nothing in this Agreement, expressed or implied, shall be
      construed to confer upon any Person (other than the parties hereto, their
      respective successors and assigns permitted hereby, Participants to the extent
      provided in paragraph (d) of this Section and, to the extent expressly
      contemplated hereby, the Related Parties of each of the Administrative Agent
      and
      the Lenders) any legal or equitable right, remedy or claim under or by reason
      of
      this Agreement. 

     

    (b) Assignments
      by Lenders.
      Any
      Lender may at any time assign to one or more assignees all or a portion of
      its
      rights and obligations under this Agreement (including all or a portion of
      its
      Revolving Credit Commitment, its Delayed Draw Term Loan Commitment and the
      Loans
      at the time owing to it); provided
      that any
      such assignment shall be subject to the following conditions:

     

    (i) Minimum
      Amounts.

     

    (A) in
      the
      case of an assignment of the entire remaining amount of the assigning Lender’s
      Revolving Credit Commitment, Delayed Draw Term Loan Commitment and Loans at
      the
      time owing to it or in the case of an assignment to a Lender, an Affiliate
      of a
      Lender or an Approved Fund, no minimum amount need be assigned; and

     

    (B) in
      any
      case not described in paragraph (b)(i)(A) of this Section, the aggregate amount
      of the Revolving Credit Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the applicable Revolving Credit Commitment is
      not
      then in effect, the principal outstanding balance of the Loans of the assigning
      Lender subject to each such assignment (determined as of the date the Assignment
      and Assumption with respect to such assignment is delivered to the
      Administrative Agent or, if “Trade
      Date”
is
      specified in the Assignment and Assumption, as of the Trade Date) shall not
      be
      less than $1.0 million, in the case of any assignment in respect of any
      Revolving Loans, or $1.0 million, in the case of any assignment in respect
      of
      any Term Loans, or $1.0 million , in the case of any assignment in respect
      of
      any Delayed Draw Term Loan Commitment, unless each of the Administrative Agent
      and, so long as no Event of Default has occurred and is continuing, the
      Borrowers otherwise consent (each such consent not to be unreasonably withheld
      or delayed).

     

    (ii) Proportionate
      Amounts.
      Each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement with respect
      to the Loan, the Revolving Credit Commitment or the Delayed Draw Term Loan
      Commitment assigned. 

     

    
      
        
        

      

      
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    (iii) Required
      Consents.
      No
      consent shall be required for any assignment except to the extent required
      by
      paragraph (b)(i)(B) of this Section and, in addition:

     

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

     

    (B) the
      consent of the Administrative Agent (such consent not to be unreasonably
      withheld or delayed) shall be required for assignments in respect of (i)
      Revolving Loans if such assignment is to a Person that is not a Lender with
      a
      Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund
      with respect to such Lender or (ii) Term Loans or any Delayed Draw Term Loan
      Commitment to a Person who is not a Lender, an Affiliate of a Lender or an
      Approved Fund; and

     

    (C) the
      consents of the Issuing Bank and the Swingline Lender (such consents not to
      be
      unreasonably withheld or delayed) shall be required for any assignment that
      increases the obligation of the assignee to participate in exposure under one
      or
      more Letters of Credit (whether or not then outstanding) or for any assignment
      in respect of Revolving Loans.

     

    (iv) Assignment
      and Assumption.
      The
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      of
      $3,500 for each assignment, and the assignee, if it is not a Lender, shall
      deliver to the Administrative Agent an Administrative Questionnaire.


     

    (v) No
      Assignment to Borrowers.
      No such
      assignment shall be made to the Borrowers or any Borrower’s respective
      Affiliates or Subsidiaries.

     

    (vi) No
      Assignment to Natural Persons.
      No such
      assignment shall be made to a natural person.

     

    (vii) Pro
      Rata Term Loan Assignments.
      Following the initial funding of the Delayed Draw Term Loan, each assignment
      of
      a Term Loan (other than an Incremental Term Loan) by a Term Lender shall be
      made
      on a pro rata
      basis as
      between (A) the Initial Term Loan and (B) the Delayed Draw Term Loan of such
      Term Lender. 

     

    Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      paragraph (c) of this Section, from and after the effective date specified
      in
      each Assignment and Assumption, the assignee thereunder shall be a party to
      this
      Agreement and, to the extent of the interest assigned by such Assignment and
      Assumption, have the rights and obligations of a Lender under this Agreement,
      and the assigning Lender thereunder shall, to the extent of the interest
      assigned by such Assignment and Assumption, be released from its obligations
      under this Agreement (and, in the case of an Assignment and Assumption covering
      all of the assigning Lender’s rights and obligations under this Agreement, such
      Lender shall cease to be a party hereto) but shall continue to be entitled
      to
      the benefits of Sections
      2.12,
      2.14,
      2.15,
      2.16,
      2.17
      and
9.03
      with
      respect to facts and circumstances occurring prior to the effective date of
      such
      assignment. Any assignment or transfer by a Lender of rights or obligations
      under this Agreement that does not comply with this paragraph shall be treated
      for purposes of this Agreement as a sale by such Lender of a participation
      in
      such rights and obligations in accordance with paragraph (d) of this
      Section.

     

    
      
        
        

      

      
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    (c) Register.
      The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrowers, shall maintain at one of its offices in Charlotte, North Carolina,
      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 Revolving Credit
      Commitment or Delayed Draw Term Loan Commitment of, and principal amounts of
      the
      Loans 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 Borrowers, the
      Administrative Agent 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 Borrowers and any Lender
      (but
      only to the extent of entries in the Register that are applicable to such
      Lender), at any reasonable time and from time to time upon reasonable prior
      notice. 

     

    (d) Participations.
      Any
      Lender may at any time, without the consent of, or notice to, the Borrowers
      or
      the Administrative Agent, sell participations to any Person (other than a
      natural person or the Borrowers or any Borrower’s respective Affiliates or
      Subsidiaries) (each, a “Participant”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Agreement
      (including all or a portion of its Revolving Credit Commitment and/or Delayed
      Draw Term Loan Commitment and/or the Loans owing to it); provided
      that (i)
      such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) the Borrowers, the Administrative
      Agent, Issuing Bank, Swingline Lender 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
      or
      modification described in Section
      9.02
      that
      directly affects such Participant and could not be effected by a vote of the
      Requisite Lenders. Subject to paragraph (e) of this Section, the Borrowers
      agree
      that each Participant shall be entitled to the benefits of Sections
      2.12,
      2.14,
      2.15,
      2.16
      and
2.17
      to the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to paragraph (b) of this Section. To the extent permitted by law,
      each
      Participant also shall be entitled to the benefits of Section
      9.04
      as
      though it were a Lender, provided
      such
      Participant agrees to be subject to Section
      2.19
      as
      though it were a Lender. 

     

    (e) Limitations
      upon Participant Rights.
      A
      Participant shall not be entitled to receive any greater payment under
Sections
      2.15
      and
2.16
      than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with the Borrowers’ prior written consent. A
      Participant that would be a Lender organized under the laws of a jurisdiction
      other than the United States of America or any state or political subdivision
      thereof if it were a Lender shall not be entitled to the benefits of
Section
      2.16
      unless
      the Borrowers are notified of the participation sold to such Participant and
      such Participant agrees, for the benefit of the Borrowers, to comply with
Section
      2.16(d)
      as
      though it were a Lender. 

     

    (f) Certain
      Pledges.
      Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including without limitation any pledge or assignment to secure obligations
      to a
      Federal Reserve Bank; provided
      that no
      such pledge or assignment shall release such Lender from any of its obligations
      hereunder or substitute any such pledgee or assignee for such Lender as a party
      hereto.

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    Section
      9.11 Confidentiality.
      Each of
      the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain
      the confidentiality of the Information (as defined below), except that
      Information may be disclosed (a) to its Affiliates and to its and its
      Affiliates’ respective partners, directors, officers, employees, agents,
      advisors and other representatives (it being understood that the Persons to
      whom
      such disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential on the same
      terms as provided herein), (b) to the extent requested by any regulatory
      authority purporting to have jurisdiction over it (including any self-regulatory
      authority, such as the National Association of Insurance Commissioners), (c)
      to
      the extent required by Applicable Laws or regulations or by any subpoena or
      similar legal process, (d) to any other party hereto, (e) in connection with
      the
      exercise of any remedies hereunder or under any other Loan Document or any
      action or proceeding relating to this Agreement or any other Loan Document
      (or
      any Hedging Agreement with a Lender or the Administrative Agent) or the
      enforcement of rights hereunder or thereunder, (f) subject to an agreement
      containing provisions substantially the same as those of this Section, to (i)
      any assignee of or Participant in, or any prospective assignee of or Participant
      in, any of its rights or obligations under this Agreement, Participant or
      proposed Participant or (ii) any actual or prospective counterparty (or its
      advisors) to any swap or derivative transaction relating to the Borrowers and
      their respective obligations, (g) with the consent of the Borrowers, (h) to
      Gold
      Sheets and other similar bank trade publications, such information to consist
      of
      deal terms and other information customarily found in such publications, or
      (i)
      to the extent such Information (x) becomes publicly available other than as
      a
      result of a breach of this Section or (y) becomes available to the
      Administrative Agent, any Lender, the Issuing Bank or any of their respective
      Affiliates on a nonconfidential basis from a source other than the Borrowers.
      For purposes of this Section, “Information”
means
      all information received from any Borrower or any of its Subsidiaries relating
      to such Borrower or any of its Subsidiaries or any of their respective
      businesses, other than any such information that is available to the
      Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis
      prior to disclosure by such Borrower or any of its Subsidiaries; provided
      that, in
      the case of information received from any Borrower or any of its Subsidiaries
      after the date hereof, such information is clearly identified at the time of
      delivery as confidential. Any Person required to maintain the confidentiality
      of
      Information as provided in this Section shall be considered to have complied
      with its obligation to do so if such Person has exercised the same degree of
      care to maintain the confidentiality of such Information as such Person would
      accord to its own confidential information. 

     

    Section
      9.12 Performance
      of Duties.
      Each of
      the Loan Party’s obligations under this Agreement and each of the other Loan
      Documents shall be performed by such Loan Party at its sole cost and
      expense.

     

    Section
      9.13 All
      Powers Coupled with Interest.
      All
      powers of attorney and other authorizations granted to the Lenders, the
      Administrative Agent and any Persons designated by the Administrative Agent
      or
      any Lender pursuant to any provisions of this Agreement or any of the other
      Loan
      Documents shall be deemed coupled with an interest and shall be irrevocable
      so
      long as any of the Obligations remain unpaid or unsatisfied, any of the
      Revolving Credit Commitment remains in effect, any of the Delayed Draw Term
      Loan
      Commitment or the Loans hereunder have not been terminated.

     

    Section
      9.14 Survival
      of Indemnities.
      Notwithstanding any termination of this Agreement, the indemnities to which
      the
      Administrative Agent and the Lenders are entitled under the provisions of this
      Article
      IX
      and any
      other provision of this Agreement and the other Loan Documents shall continue
      in
      full force and effect and shall protect the Administrative Agent and the Lenders
      against events arising after such termination as well as before.

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

    Section
      9.15 Titles
      and Captions.
      Titles
      and captions of Articles, Sections and subsections in, and the table of contents
      of, this Agreement are for convenience only, and neither limit nor amplify
      the
      provisions of this Agreement.

     

    Section
      9.16 Severability
      of Provisions.
      Any
      provision of this Agreement or any other Loan Document which is prohibited
      or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      only to the extent of such prohibition or unenforceability without invalidating
      the remainder of such provision or the remaining provisions hereof or thereof
      or
      affecting the validity or enforceability of such provision in any other
      jurisdiction.

     

    Section
      9.17 Counterparts;
      Integration; Effectiveness; Electronic Execution.
      

     

    (a) Counterparts;
      Integration; Effectiveness.
      This
      Agreement may be executed in counterparts (and by different parties hereto
      in
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. This Agreement
      and
      the other Loan Documents, and any separate letter agreements with respect to
      fees payable to the Administrative Agent, constitute the entire contract among
      the parties relating to the subject matter hereof and supersede any and all
      previous agreements and understandings, oral or written, relating to the subject
      matter hereof. In the event of any conflict between the provisions of this
      Agreement and those of any other Loan Document, the provisions of this Agreement
      shall control; provided
      that the
      inclusion of supplemental rights or remedies in favor of the Administrative
      Agent or the Lenders in any other Loan Document shall not be deemed a conflict
      with this Agreement. Each Loan Document was drafted with the joint participation
      of the respective parties thereto and shall be construed neither against nor
      in
      favor of any party, but rather in accordance with the fair meaning thereof.
      Except as provided in Section
      4.01,
      this
      Agreement shall become effective when it shall have been executed by the
      Administrative Agent and when the Administrative Agent shall have received
      counterparts hereof that, when taken together, bear the signatures of each
      of
      the other parties hereto. Delivery of an executed counterpart of a signature
      page of this agreement by telecopy shall be effective as delivery of a manually
      executed counterpart of this Agreement.

     

    (b) Electronic
      Execution of Assignments.
      The
      words “execution,” “signed,” “signature,” and words of like import in any
      Assignment and Assumption shall be deemed to include electronic signatures
      or
      the keeping of records in electronic form, each of which shall be of the same
      legal effect, validity or enforceability as a manually executed signature or
      the
      use of a paper-based recordkeeping system, as the case may be, to the extent
      and
      as provided for in any Applicable Law, including the Federal Electronic
      Signatures in Global and National Commerce Act, the New York State Electronic
      Signatures and Records Act, or any other similar state laws based on the Uniform
      Electronic Transactions Act.

     

    Section
      9.18 Term
      of Agreement.
      This
      Agreement shall remain in effect from the Effective Date through and including
      the date upon which all Obligations arising hereunder or under any other Loan
      Document shall have been indefeasibly and irrevocably paid and satisfied in
      full
      and the Revolving Credit Commitment and the Delayed Draw Term Loan Commitment
      have been terminated. No termination of this Agreement shall affect the rights
      and obligations of the parties hereto arising prior to such termination or
      in
      respect of any provision of this Agreement which survives such
      termination.

     

    Section
      9.19 USA
      Patriot Act.
      The
      Administrative Agent and each Lender hereby notifies the Borrowers that pursuant
      to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
      into law October 26, 2001)) (the “Act”),
      it is
      required to obtain, verify and record information that identifies the Borrowers
      and Subsidiaries, which information includes the name and address of each
      Borrower and Subsidiary and other information that will allow such Lender to
      identify such Borrower or Subsidiary in accordance with the Act.

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

    Section
      9.20 Independent
      Effect of Covenants.
      In the
      event there is a conflict or inconsistency between this Agreement and any other
      Loan Document, the terms of this Agreement shall control; provided
      that any
      provision of the Security Documents which imposes additional burdens on the
      Borrowers or their respective Subsidiaries or further restricts the rights
      of
      the Borrowers or their respective Subsidiaries or gives the Administrative
      Agent
      or Lenders additional rights shall not be deemed to be in conflict or
      inconsistent with this Agreement and shall be given full force and
      effect.

     

    Section
      9.21 Appointment
      of Borrower Representative.
      Each of
      the TXU Borrower and the Merger Sub hereby irrevocably appoints and authorizes
      the CCI Borrower, and the CCI Borrower hereby accepts such appointment and
      agrees to act, as the Borrower Representative (a) to provide the Administrative
      Agent with all notices with respect to all Borrowings obtained for the benefit
      of the Borrowers and all other notices and instructions under this Agreement,
      (b) to take such action on behalf of the Borrowers as the Borrower
      Representative deems appropriate on its behalf to obtain Borrowings and to
      exercise such other powers as are reasonably incidental thereto to carry out
      the
      purposes of this Agreement and (c) to act as its agent for service of process
      and notices required to be delivered under this Agreement or the other Loan
      Documents, it being understood and agreed that receipt by the Borrower
      Representative of any summons, notice or other similar item shall be deemed
      effective receipt by the Borrowers and their Subsidiaries.

     

    Section
      9.22 Obligations
      Joint and Several.

     

    (a) Nature
      of Obligations.
      Each of
      the Borrowers shall be jointly and severally liable for the Obligations, however
      incurred. References to the Borrowers with respect to the Obligations or any
      portion thereof shall mean each Borrower on a joint and several
      basis.

     

    


    (b)
      Bankruptcy
      Limitations.
      Notwithstanding
      anything to the contrary contained in this Agreement, it is the intention of
      each Borrower, the Administrative Agent and the Lenders that, in any proceeding
      involving the bankruptcy, reorganization, arrangement, adjustment of debts,
      relief of debtors, dissolution or insolvency or any similar proceeding with
      respect to any Borrower or its assets, the amount of such Borrower’s obligations
      with respect to the Obligations shall be equal to, but not in excess of, the
      maximum amount thereof not subject to avoidance or recovery by operation of
      Applicable Insolvency Laws (as defined below) after giving effect to
Section
      9.22(c).
      To that
      end, but only in the event and to the extent that after giving effect to
Section
      9.22(c),
      such
      Borrower’s obligations with respect to the Obligations or any payment made
      pursuant to such Obligations would, but for the operation of the first sentence
      of this Section
      9.22(b),
      be
      subject to avoidance or recovery in any such proceeding under Applicable
      Insolvency Laws after giving effect to Section
      9.22(c),
      the
      amount of such Borrower’s obligations with respect to the Obligations shall be
      limited to the largest amount which, after giving effect thereto, would not,
      under Applicable Insolvency Laws, render such Borrower’s obligations with
      respect to the Obligations unenforceable or avoidable or otherwise subject
      to
      recovery under Applicable Insolvency Laws. To the extent any payment actually
      made pursuant to the Obligations exceeds the limitation of the first sentence
      of
      this Section
      9.22(b)
      and is
      otherwise subject to avoidance and recovery in any such proceeding under
      Applicable Insolvency Laws, the amount subject to avoidance shall in all events
      be limited to the amount by which such actual payment exceeds such limitation
      and the Obligations as limited by the first sentence of this Section
      9.22(b)
      shall in
      all events remain in full force and effect and be fully enforceable against
      such
      Borrower. The first sentence of this Section
      9.22(b)
      is
      intended solely to preserve the rights of the Administrative Agent and the
      Lenders hereunder against such Borrower in such proceeding to the maximum extent
      permitted by Applicable Insolvency Laws and neither such Borrower nor any other
      Person shall have any right or claim under such sentence that would not
      otherwise be available under Applicable Insolvency Laws in such proceeding.
      For
      the purposes of this Section
      9.22(b),
      “Applicable
      Insolvency Laws”
means
      all applicable laws governing bankruptcy, reorganization, arrangement,
      adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent
      transfers or conveyances or other similar laws, whether foreign or domestic
      (including, without limitation, 11 U.S.C. Sections 544, 547, 548 and 550
      and other “avoidance” provisions of Title 11 of the United States Code, as
      amended or supplemented).

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

    (c)
      Agreement
      for Contribution.
      The
      Borrowers hereby agree among themselves that, if either Borrower shall make
      an
      Excess Payment (as defined below), such Borrower shall have a right of
      contribution from the other Borrower in an amount equal to such other Borrower’s
      Contribution Share (as defined below) of such Excess Payment. The payment
      obligations of any Borrower under this Section
      9.22(c)
      shall be
      subordinate and subject in right of payment to the Obligations until such time
      as the Obligations have been paid in full, and neither Borrower shall exercise
      any right or remedy under this Section
      9.22(c)
      against
      the other Borrower until such Obligations have been paid in full. For purposes
      of this Section
      9.22(c),
      (i)
“Excess Payment” shall mean the amount paid by any Borrower in excess of its
      Ratable Share of any Obligations; (ii) “Ratable Share” shall mean, for any
      Borrower in respect of any payment of Obligations, the ratio (expressed as
      a
      percentage) as of the date of such payment of Obligations of (A) the amount
      by
      which the aggregate present fair salable value of all of its assets and
      properties exceeds the amount of all debts and liabilities of such Borrower
      (including probable contingent, subordinated, unmatured, and unliquidated
      liabilities, but excluding the obligations of such Borrower hereunder) to (B)
      the amount by which the aggregate present fair salable value of all assets
      and
      other properties of all of the Borrowers exceeds the amount of all of the debts
      and liabilities (including probable contingent, subordinated, unmatured, and
      unliquidated liabilities, but excluding the obligations of the Borrowers
      hereunder) of the Borrowers; provided, however, that, for purposes of
      calculating the Ratable Shares of the Borrowers in respect of any payment of
      Obligations, any Borrower that became a Borrower subsequent to the date of
      any
      such payment shall be deemed to have been a Borrower on the date of such payment
      and the financial information for such Borrower as of the date such Borrower
      became a Borrower shall be utilized for such Borrower in connection with such
      payment; and (iii) “Contribution Share” shall mean, for any Borrower in respect
      of any Excess Payment made by any other Borrower, the ratio (expressed as a
      percentage) as of the date of such Excess Payment of (A) the amount by which
      the
      aggregate present fair salable value of all of its assets and properties exceeds
      the amount of all debts and liabilities of such Borrower (including probable
      contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
      the obligations of such Borrower hereunder) to (B) the amount by which the
      aggregate present fair salable value of all assets and other properties of
      the
      Borrower other than the maker of such Excess Payment exceeds the amount of
      all
      of the debts and liabilities (including probable contingent, subordinated,
      unmatured, and unliquidated liabilities, but excluding the obligations of the
      Borrowers) of the Borrower other than the maker of such Excess Payment. Each
      Borrower recognizes and acknowledges that the rights to contribution arising
      hereunder shall constitute an asset in favor of the party entitled to such
      contribution. No Borrower shall have any right of subrogation, indemnity or
      reimbursement under applicable law in respect of any payment of Obligations
      (other than the contribution rights set forth in this Section
      9.22(c))
      against
      any other Borrower. No Person other than a Lender or a Borrower may rely on
      the
      provisions of this Section
      9.22(c).

     

    [Signature
      Pages Follow]

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              CONSOLIDATED
                COMMUNICATIONS ACQUISITION
                TEXAS, INC., as Co-Borrower

            
	 	 	 
	 	
              By:

            	
              /s/
                Steven L. Childers

            
	 	 	
              Name:
                Steven L. Childers

            
	 	 	
              Title:
                Chief Financial Officer

            
	 	 	 
	 	
              CONSOLIDATED
                COMMUNICATIONS INC.,
                

              as
                Co-Borrower

            
	 	 	 
	 	
              By:

            	
              /s/
                Steven L. Childers

            
	 	 	
              Name:
                Steven L. Childers

            
	 	 	
              Title:
                Chief Financial Officer

            
	 	 	 
	 	
              FORT
                PITT ACQUISITION SUB INC., 

              as
                Co-Borrower

            
	 	 	 
	 	
              By:

            	
              /s/
                Steven J. Shirar

            
	 	 	
              Name:
                Steven J. Shirar

            
	 	 	
              Title:
                Vice President

            
	 	 	 
	 	
              CONSOLIDATED
                COMMUNICATIONS HOLDINGS,
                INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Steven L. Childers

            
	 	 	
              Name:
                Steven L. Childers

            
	 	 	
              Title:
                Chief Financial Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,
                

              as
                Administrative Agent, Issuing Bank, Swingline Lender and a
                Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Marc Birenbaum

            
	 	 	
              Name:
                Marc Birenbaum

            
	 	 	
              Title:
                Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              COBANK,
                ACB,
                

              as
                Syndication Agent and Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Ted Koerner 

            
	 	 	
              Name:
                Ted Koerner

            
	 	 	
              Title:
                Managing Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              THE
                ROYAL BANK OF SCOTLAND PLC,
                

              as
                Co-Documentation Agent and Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Vincent Fitzgerald

            
	 	 	
              Name:
                Vincent Fitzgerald

            
	 	 	
              Title:
                Managing Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              RAYMOND
                JAMES BANK,
                FSB 

              as
                Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Andrew D. Hahn

            
	 	 	
              Name:
                Andrew D. Hahn

            
	 	 	
              Title:
                Senior Vice President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              UNION
                BANK OF CALIFORNIA, N.A.,
                

              as
                Lender

            
	 	 	 
	 	
              By:

            	
              /s/
                Richard Vian

            
	 	 	
              Name:
                Richard Vian

            
	 	 	
              Title:
                Vice President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    The
      undersigned, as successor by merger to Merger Sub on the Effective Date, hereby
      (a) assumes all of the Obligations of Merger Sub under, and is a party to,
      this
      Agreement and all of the other Loan Documents (and shall be obligated to pay
      and
      perform all of the obligations of Merger Sub hereunder or thereunder)
      immediately upon the execution of this Agreement and (b) certifies to the
      Administrative Agent and the Lenders that each of the representations and
      warranties contained in this Agreement and the other Loan Documents and any
      other documents executed in connection with the transactions contemplated under
      this Agreement or the other Loan Documents (including, without limitation,
      the
      Merger Documents) are true, correct and complete in all material respects
      (provided that any representation that is qualified by materiality or Material
      Adverse Effect shall be true, correct and complete in all
      respects).

     

    
      	 	
              NORTH
                PITTSBURGH SYSTEMS, INC.,
                

              as
                Co-Borrower

            
	 	 	 
	 	
              By:

            	
              /s/
                Steven L. Childers

            
	 	 	
              Name:
                Steven L. Childers

            
	 	 	
              Title:
                Chief Financial Officer