ex10-1.htm


    
      Exhibit
        10.1


       

      


       

      FOURTH
        AMENDED AND RESTATED CREDIT AGREEMENT

       

      dated
        as of December 28, 2007

       

      among

       

      MIDDLEBY
        MARSHALL INC.,

       

      THE
        MIDDLEBY CORPORATION,

       

      VARIOUS
        FINANCIAL INSTITUTIONS,

       

      WELLS
        FARGO BANK, N.A.,

      as
        Syndication Agent,

      


      ROYAL
        BANK OF CANADA,

      and

      RBS
        CITIZENS, N.A.,

      as
        Co-Documentation Agents,

      


      FIFTH
        THIRD BANK

      and

      NATIONAL
        CITY BANK

      as
        Co-Agents

      


      and

       

      BANK
        OF AMERICA, N.A.,

       

      as
        Administrative Agent, Issuing Lender and Swing Line Lender

       

      


      


       

      


       

      BANC
        OF AMERICA SECURITIES LLC

       

      Lead
        Arranger and Book Manager

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      


      
        	
                CONTENTS

              
	 	 	 
	
                Clause

              	 	
                Page

              
	 	 	 
	
                SECTION
                  1

              	
                DEFINITIONS

              	
                1

              
	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Other
                  Interpretive Provisions

              	
                15

              
	
                1.3

              	
                Allocation
                  of Loans and Percentages at the Effective Time

              	
                16

              
	
                SECTION
                  2

              	
                COMMITMENTS
                  OF THE LENDERS; BORROWING AND CONVERSION PROCEDURES; LETTER OF
                  CREDIT
                  PROCEDURES; SWING LINE LOANS

              	
                17

              
	
                2.1

              	
                Commitments

              	
                17

              
	
                2.1.1

              	
                Revolving
                  Loans

              	
                17

              
	
                2.1.2

              	
                L/C
                  Commitment

              	
                17

              
	
                2.2

              	
                Loan
                  Procedures

              	
                17

              
	
                2.2.1

              	
                Various
                  Types of Loans

              	
                17

              
	
                2.2.2

              	
                Borrowing
                  Procedures

              	
                18

              
	
                2.2.3

              	
                Conversion
                  and Continuation Procedures

              	
                18

              
	
                2.3

              	
                Letter
                  of Credit Procedures

              	
                19

              
	
                2.3.1

              	
                L/C
                  Applications

              	
                19

              
	
                2.3.2

              	
                Participations
                  in Letters of Credit

              	
                20

              
	
                2.3.3

              	
                Reimbursement
                  Obligations

              	
                20

              
	
                2.3.4

              	
                Limitation
                  on Obligations of Issuing Lenders

              	
                20

              
	
                2.3.5

              	
                Funding
                  by Lenders to Issuing Lenders

              	
                21

              
	
                2.3.6

              	
                Information
                  regarding Letters of Credit

              	
                21

              
	
                2.3.7

              	
                Joint
                  Applications

              	
                21

              
	
                2.3.8

              	
                Applicability
                  of ISP and UCP

              	
                22

              
	
                2.4

              	
                Swing
                  Line Loans

              	
                22

              
	
                2.4.1

              	
                Swing
                  Line Loans

              	
                22

              
	
                2.4.2

              	
                Swing
                  Line Loan Procedures

              	
                22

              
	
                2.4.3

              	
                Refunding
                  of, or Funding of Participations in, Swing Line Loans

              	
                22

              
	
                2.4.4

              	
                Repayment
                  of Participations

              	
                23

              
	
                2.4.5

              	
                Participation
                  Obligations Unconditional

              	
                23

              
	
                2.5

              	
                Commitments
                  Several

              	
                23

              
	
                2.6

              	
                Certain
                  Conditions

              	
                24

              
	
                SECTION
                  3

              	
                RECORDKEEPING

              	
                24

              
	
                SECTION
                  4

              	
                INTEREST

              	
                24

              
	
                4.1

              	
                Interest
                  Rates

              	
                24

              
	
                4.2

              	
                Interest
                  Payment Dates

              	
                24

              
	
                4.3

              	
                Setting
                  and Notice of Eurodollar Rates

              	
                24

              
	
                4.4

              	
                Computation
                  of Interest

              	
                25

              


      

      


       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
 

      
        	
                CONTENTS

              
	 	 	 
	
                Clause

              	 	
                Page

              
	 	 	 
	
                SECTION
                  5

              	
                FEES

              	
                25

              
	
                5.1

              	
                Commitment
                  Fee

              	
                25

              
	
                5.2

              	
                Letter
                  of Credit Fees

              	
                25

              
	
                5.3

              	
                Up-Front
                  Fees

              	
                25

              
	
                5.4

              	
                Administrative
                  Agent’s and Lead Arranger’s Fees

              	
                26

              
	
                SECTION
                  6

              	
                REPAYMENT
                  OF LOANS; REDUCTION AND TERMINATION OF THE COMMITMENTS;
                  PREPAYMENTS

              	
                26

              
	
                6.1

              	
                Repayment
                  of Loans

              	
                26

              
	
                6.2

              	
                Changes
                  in the Commitment Amount

              	
                26

              
	
                6.2.1

              	
                Voluntary
                  Reductions and Termination of the Commitment Amount

              	
                26

              
	
                6.2.2

              	
                Increase
                  in the Commitment Amount

              	
                26

              
	
                6.3

              	
                Prepayments

              	
                27

              
	
                6.3.1

              	
                Voluntary
                  Prepayments

              	
                27

              
	
                SECTION
                  7

              	
                MAKING
                  AND PRORATION OF PAYMENTS; SETOFF; TAXES

              	
                27

              
	
                7.1

              	
                Making
                  of Payments

              	
                27

              
	
                7.2

              	
                Application
                  of Certain Payments

              	
                28

              
	
                7.3

              	
                Due
                  Date Extension

              	
                28

              
	
                7.4

              	
                Setoff

              	
                28

              
	
                7.5

              	
                Proration
                  of Payments

              	
                28

              
	
                7.6

              	
                Taxes

              	
                28

              
	
                7.7

              	
                Non-Receipt
                  of Funds by Administrative Agent

              	
                30

              
	
                SECTION
                  8

              	
                INCREASED
                  COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS

              	
                30

              
	
                8.1

              	
                Increased
                  Costs

              	
                31

              
	
                8.2

              	
                Basis
                  for Determining Interest Rate Inadequate or Unfair

              	
                32

              
	
                8.3

              	
                Changes
                  in Law Rendering Eurodollar Loans Unlawful

              	
                32

              
	
                8.4

              	
                Funding
                  Losses

              	
                33

              
	
                8.5

              	
                Right
                  of Lenders to Fund through Other Offices

              	
                33

              
	
                8.6

              	
                Discretion
                  of Lenders as to Manner of Funding

              	
                33

              
	
                8.7

              	
                Mitigation
                  of Circumstances; Replacement of Affected Lender

              	
                34

              
	
                8.8

              	
                Conclusiveness
                  of Statements; Survival of Provisions

              	
                34

              
	
                SECTION
                  9

              	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                34

              
	
                9.1

              	
                Organization,
                  etc.

              	
                34

              
	
                9.2

              	
                Authorization;
                  No Conflict

              	
                35

              
	
                9.3

              	
                Validity
                  and Binding Nature

              	
                35

              
	
                9.4

              	
                Financial
                  Condition

              	
                35

              
	
                9.5

              	
                No
                  Material Adverse Change

              	
                35

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
 

      
        
          	
                  CONTENTS

                
	 	 	 
	
                  Clause

                	 	
                  Page

                
	 	 	 
	
                  9.6

                	
                  Litigation
                    and Contingent Liabilities

                	
                  35

                
	
                  9.7

                	
                  Ownership
                    of Properties; Liens

                	
                  36

                
	
                  9.8

                	
                  Subsidiaries

                	
                  36

                
	
                  9.9

                	
                  Pension
                    Plans

                	
                  36

                
	
                  9.10

                	
                  Investment
                    Company Act

                	
                  36

                
	
                  9.11

                	
                  Regulation
                    U

                	
                  36

                
	
                  9.12

                	
                  Taxes

                	
                  36

                
	
                  9.13

                	
                  Solvency,
                    etc

                	
                  37

                
	
                  9.14

                	
                  Environmental
                    Matters

                	
                  37

                
	
                  9.15

                	
                  Information

                	
                  37

                
	
                  9.16

                	
                  No
                    Default

                	
                  38

                
	
                  9.17

                	
                  No
                    Burdensome Restrictions

                	
                  38

                
	
                  SECTION
                    10

                	
                  COVENANTS

                	
                  38

                
	
                  10.1

                	
                  Reports,
                    Certificates and Other Information

                	
                  38

                
	
                  10.1.1

                	
                  Audit
                    Report

                	
                  38

                
	
                  10.1.2

                	
                  Quarterly
                    Reports

                	
                  38

                
	
                  10.1.3

                	
                  Compliance
                    Certificates

                	
                  38

                
	
                  10.1.4

                	
                  Reports
                    to SEC and to Shareholders

                	
                  39

                
	
                  10.1.5

                	
                  Notice
                    of Default, Litigation, ERISA and Environmental Matters

                	
                  39

                
	
                  10.1.6

                	
                  Subsidiaries

                	
                  40

                
	
                  10.1.7

                	
                  Management
                    Reports

                	
                  40

                
	
                  10.1.8

                	
                  Projections

                	
                  40

                
	
                  10.1.9

                	
                  Other
                    Information

                	
                  40

                
	
                  10.2

                	
                  Books,
                    Records and Inspections

                	
                  40

                
	
                  10.3

                	
                  Insurance

                	
                  40

                
	
                  10.4

                	
                  Compliance
                    with Laws, Material Contracts; Payment of Taxes and
                    Liabilities

                	
                  41

                
	
                  10.5

                	
                  Maintenance
                    of Existence, etc

                	
                  41

                
	
                  10.6

                	
                  Financial
                    Covenants

                	
                  41

                
	
                  10.6.1

                	
                  Fixed
                    Charge Coverage Ratio

                	
                  41

                
	
                  10.6.2

                	
                  Leverage
                    Ratio

                	
                  41

                
	
                  10.7

                	
                  Limitations
                    on Debt

                	
                  41

                
	
                  10.8

                	
                  Liens

                	
                  42

                
	
                  10.9

                	
                  Restricted
                    Payments

                	
                  44

                
	
                  10.10

                	
                  Mergers,
                    Consolidations, Sales

                	
                  44

                
	
                  10.11

                	
                  Use
                    of Proceeds; Restriction on Margin Stock

                	
                  45

                


        

      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      

        
          	
                  CONTENTS

                
	 	 	 
	
                  Clause

                	 	
                  Page

                
	 	 	 
	
                  10.12

                	
                  Further
                    Assurances

                	
                  45

                
	
                  10.13

                	
                  Transactions
                    with Affiliates

                	
                  45

                
	
                  10.14

                	
                  Employee
                    Benefit Plans

                	
                  46

                
	
                  10.15

                	
                  Environmental
                    Laws

                	
                  46

                
	
                  10.16

                	
                  Unconditional
                    Purchase Obligations

                	
                  46

                
	
                  10.17

                	
                  Inconsistent
                    Agreements

                	
                  46

                
	
                  10.18

                	
                  Business
                    Activities

                	
                  46

                
	
                  10.19

                	
                  Advances
                    and Other Investments

                	
                  46

                
	
                  10.20

                	
                  Foreign
                    Subsidiaries

                	
                  47

                
	
                  10.21

                	
                  Amendments
                    to Certain Documents

                	
                  48

                
	
                  10.22

                	
                  Real
                    Estate Documents

                	
                  48

                
	
                  SECTION
                    11

                	
                  EFFECTIVENESS;
                    CONDITIONS OF LENDING, ETC

                	
                  48

                
	
                  11.1

                	
                  Effectiveness

                	
                  48

                
	
                  11.1.1

                	
                  Resolutions

                	
                  49

                
	
                  11.1.2

                	
                  Other
                    Consents, etc

                	
                  49

                
	
                  11.1.3

                	
                  Incumbency
                    and Signature Certificates

                	
                  49

                
	
                  11.1.4

                	
                  Confirmation

                	
                  49

                
	
                  11.1.5

                	
                  Opinion
                    of Counsel for the Loan Parties

                	
                  49

                
	
                  11.1.6

                	
                  Compliance
                    Certificate

                	
                  49

                
	
                  11.1.7

                	
                  Other

                	
                  49

                
	
                  11.2

                	
                  Conditions
                    to All Credit Extensions

                	
                  49

                
	
                  11.2.2

                	
                  Compliance
                    with Representations and Warranties, No Default, etc.

                	
                  49

                
	
                  11.2.3

                	
                  Confirmatory
                    Certificate

                	
                  50

                
	
                  11.3

                	
                  Conditions
                    to Specified Credit Extension

                	
                  50

                
	
                  SECTION
                    12

                	
                  EVENTS
                    OF DEFAULT AND THEIR EFFECT

                	
                  50

                
	
                  12.1

                	
                  Events
                    of Default

                	
                  51

                
	
                  12.1.1

                	
                  Non-Payment
                    of the Loans, etc

                	
                  51

                
	
                  12.1.2

                	
                  Non-Payment
                    of Other Debt

                	
                  51

                
	
                  12.1.3

                	
                  Bankruptcy,
                    Insolvency, etc

                	
                  51

                
	
                  12.1.4

                	
                  Non-Compliance
                    with Provisions of This Agreement

                	
                  51

                
	
                  12.1.5

                	
                  Representations
                    and Warranties

                	
                  51

                
	
                  12.1.6

                	
                  Pension
                    Plans

                	
                  52

                
	
                  12.1.7

                	
                  Judgments

                	
                  52

                
	
                  12.1.8

                	
                  Invalidity
                    of Subsidiary Guaranty, etc

                	
                  52

                
	
                  12.1.9

                	
                  Invalidity
                    of Collateral Documents, etc

                	
                  52

                
	
                  12.1.10

                	
                  Change
                    in Control

                	
                  52

                


        

      

       

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  CONTENTS

                
	 	 	 
	
                  Clause

                	 	
                  Page

                
	 	 	 
	
                  12.2

                	
                  Effect
                    of Event of Default

                	
                  52

                
	
                  SECTION
                    13

                	
                  PARENT
                    GUARANTY

                	
                  53

                
	
                  13.1

                	
                  The
                    Guaranty

                	
                  53

                
	
                  13.2

                	
                  Guaranty
                    Unconditional

                	
                  53

                
	
                  13.3

                	
                  Discharge
                    Only Upon Payment In Full; Reinstatement In Certain
                    Circumstances

                	
                  54

                
	
                  13.4

                	
                  Waiver
                    by the Parent

                	
                  54

                
	
                  13.5

                	
                  Delay
                    of Subrogation

                	
                  54

                
	
                  13.6

                	
                  Stay
                    of Acceleration

                	
                  54

                
	
                  SECTION
                    14

                	
                  THE
                    ADMINISTRATIVE AGENT

                	
                  54

                
	
                  14.1

                	
                  Appointment
                    and Authorization

                	
                  55

                
	
                  14.2

                	
                  Delegation
                    of Duties

                	
                  55

                
	
                  14.3

                	
                  Liability
                    of Administrative Agent

                	
                  55

                
	
                  14.4

                	
                  Reliance
                    by Administrative Agent

                	
                  56

                
	
                  14.5

                	
                  Notice
                    of Default

                	
                  56

                
	
                  14.6

                	
                  Credit
                    Decision

                	
                  56

                
	
                  14.7

                	
                  Indemnification

                	
                  57

                
	
                  14.8

                	
                  Administrative
                    Agent in Individual Capacity

                	
                  58

                
	
                  14.9

                	
                  Successor
                    Administrative Agent

                	
                  58

                
	
                  14.10

                	
                  Withholding
                    Tax

                	
                  58

                
	
                  14.11

                	
                  Collateral
                    Matters

                	
                  60

                
	
                  14.12

                	
                  Other
                    Agents

                	
                  60

                
	
                  SECTION
                    15

                	
                  GENERAL

                	
                  60

                
	
                  15.1

                	
                  Waiver;
                    Amendments

                	
                  60

                
	
                  15.2

                	
                  Confirmations

                	
                  61

                
	
                  15.3

                	
                  Notices

                	
                  61

                
	
                  15.4

                	
                  Computations

                	
                  62

                
	
                  15.5

                	
                  Regulation
                    U

                	
                  62

                
	
                  15.6

                	
                  Costs,
                    Expenses and Taxes

                	
                  62

                
	
                  15.7

                	
                  Subsidiary
                    References

                	
                  62

                
	
                  15.8

                	
                  Captions

                	
                  62

                
	
                  15.9

                	
                  Assignments;
                    Participations

                	
                  62

                
	
                  15.9.1

                	
                  Assignments

                	
                  63

                
	
                  15.9.2

                	
                  Participations

                	
                  64

                
	
                  15.10

                	
                  Governing
                    Law

                	
                  65

                
	
                  15.11

                	
                  Counterparts

                	
                  65

                


        

      

       

       

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  CONTENTS

                
	 	 	 
	
                  Clause

                	 	
                  Page

                
	 	 	 
	
                  15.12

                	
                  Successors
                    and Assigns

                	
                  65

                
	
                  15.13

                	
                  Indemnification
                    by the Company

                	
                  65

                
	
                  15.14

                	
                  Forum
                    Selection and Consent to Jurisdiction

                	
                  66

                
	
                  15.15

                	
                  Waiver
                    of Jury Trial

                	
                  66

                
	
                  15.16

                	
                  USA
                    PATRIOT ACT NOTICE

                	
                  66

                


        



      


      


      


      
        
          
          

        

        
          vi

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULES

       

      
        	
                SCHEDULE
                  1.1

              	
                Pricing
                  Schedule

              
	
                SCHEDULE
                  2.1

              	
                Lenders
                  and Initial Commitments and Percentages

              
	
                SCHEDULE
                  9.6

              	
                Litigation
                  and Contingent Liabilities

              
	
                SCHEDULE
                  9.7

              	
                Ownership
                  of Properties; Liens

              
	
                SCHEDULE
                  9.8

              	
                Subsidiaries

              
	
                SCHEDULE
                  9.14

              	
                Environmental
                  Matters

              
	
                SCHEDULE
                  10.7(h)

              	
                Existing
                  Debt

              
	
                SCHEDULE
                  10.8

              	
                Existing
                  Liens

              
	
                SCHEDULE
                  10.19

              	
                Existing
                  Investments

              
	
                SCHEDULE
                  15.3

                
                

              	
                Addresses
                  for Notices

                
                

              
	 
	
                 

                EXHIBITS

              
	 
	
                EXHIBIT
                  A

              	
                Form
                  of Compliance Certificate

              
	
                EXHIBIT
                  B

              	
                Copy
                  of Subsidiary Guaranty

              
	
                EXHIBIT
                  C

              	
                Copy
                  of Security Agreement

              
	
                EXHIBIT
                  D

              	
                Copy
                  of U.S. Pledge Agreement

              
	
                EXHIBIT
                  E

              	
                Form
                  of Assignment Agreement

              
	
                EXHIBIT
                  F

              	
                Form
                  of Confirmation

              
	
                EXHIBIT
                  G

              	
                Form
                  of Increase Request

              


      

      


       

      
        
          
          

        

        
          vii

          
            

          

        

        
          
          

        

      

       

       

      FOURTH
        AMENDED AND RESTATED
        CREDIT AGREEMENT

       

      This
        FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 28, 2007
        (this
“Agreement”) is
        among MIDDLEBY MARSHALL INC., a Delaware corporation (the “Company”), THE
        MIDDLEBY CORPORATION, a Delaware corporation (the “Parent”), each
        financial institution that from time to time becomes a party hereto as a
        lender
        (each a “Lender”) and BANK
        OF
        AMERICA, N.A. (in its individual capacity, “Bank of America”), as
        administrative agent for the Lenders.

       

      WHEREAS,
        the Company, the Parent, various financial institutions and Bank of America,
        as
        administrative agent, have entered into a third amended and restated credit
        agreement dated as of December 23, 2004 (the “Existing Credit
        Agreement”);

       

      WHEREAS,
        the parties hereto have agreed to amend and restate the Existing Credit
        Agreement pursuant to this Agreement; and

       

      WHEREAS,
        the parties hereto intend that this Agreement and the documents executed
        in
        connection herewith not effect a novation of the obligations of the Company
        and
        the Parent under the Existing Credit Agreement, but merely a restatement
        of and,
        where applicable, an amendment to the terms governing such
        obligations;

       

      NOW,
        THEREFORE, in consideration of the mutual agreements contained herein and
        for
        other good and valuable consideration, the receipt of which are hereby
        acknowledged, the parties hereto agree as follows:

       

      SECTION
        1   
        DEFINITIONS.

       

      1.1      Definitions.  When
        used herein the following terms shall have the following meanings:

       

      Acquisition
        means any
        transaction or series of related transactions for the purpose of or resulting,
        directly or indirectly, in (a) the acquisition of all or substantially all
        of
        the assets of a Person, or of any business or division of a Person, (b) the
        acquisition of in excess of 50% of the capital stock, partnership interests,
        membership interests or equity of any Person, or otherwise causing any Person
        to
        become a Subsidiary, or (c) a merger or consolidation or any other combination
        with another Person (other than a Person that is a Subsidiary).

       

      Administrative
        Agent
        means Bank of America in its capacity as administrative agent for the Lenders
        hereunder and any successor thereto in such capacity.

       

      Affected
        Lender means
        any Lender (a) that is a Defaulting Lender and/or (b) that has given notice
        to
        the Company (which has not been rescinded) of (i) any obligation by the
        Company to pay any amount pursuant to Section 7.6
        or 8.1 or
        (ii) the occurrence of any circumstance of the nature described in Section 8.2
        or 8.3.

       

      Affiliate
        of any
        Person means (i) any other Person which, directly or indirectly, controls
        or is
        controlled by or is under common control with such Person and (ii) any officer
        or director of such Person.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Agent-Related
        Persons
        means Bank of America or any successor agent arising under Section 14.9,
        together with their respective Affiliates (including, in the case of Bank
        of
        America, Banc of America Securities LLC), and the officers, directors,
        employees, agents and attorneys-in-fact of such Persons and
        Affiliates.

       

      Agreement
        - see the
Preamble.

       

      Assignee
        - see Section
        15.9.1.

       

      Assignment
        Agreement
        - see Section
        15.9.1.

       

      Bank
        of America - see
        the Preamble.

       

      Base
        Rate means at
        any time the greater of (a) the Federal Funds Rate plus 0.5% and (b) the
        Prime Rate.

       

      Base
        Rate Loan means
        a Loan that bears interest at or by reference to the Base Rate.

       

      Business
        Day means
        any day (other than a Saturday or Sunday) on which Bank of America is open
        for
        commercial banking business in Chicago, Charlotte, Dallas and New York and,
        in
        the case of a Business Day which relates to a Eurodollar Loan, on which dealings
        are carried on in the London interbank eurodollar market.

       

      Capital
        Expenditures
        means all expenditures which, in accordance with GAAP, would be required
        to be
        capitalized and shown on the consolidated balance sheet of the Parent, but
        excluding expenditures made in connection with (a) the replacement, substitution
        or restoration of assets to the extent financed (i) from insurance proceeds
        (or
        other similar recoveries) paid on account of the loss of or damage to the
        assets
        being replaced or restored or (ii) with awards of compensation arising from
        the
        taking by eminent domain or condemnation of the assets being replaced or
        (b) any
        Permitted Acquisition.

       

      Capital
        Lease means,
        with respect to any Person, any lease of (or other agreement conveying the
        right
        to use) any real or personal property by such Person that, in conformity
        with
        GAAP, is or should be accounted for as a capital lease on the balance sheet
        of
        such Person.

       

      Cash
        Equivalent
        Investment means, at any time, (a) any evidence of Debt, maturing not
        more than one year after such time, issued or guaranteed by the United States
        Government or any agency thereof, (b) commercial paper, maturing not more
        than
        one year from the date of issue, or corporate demand notes, in each case
        (unless
        issued by a Lender or its holding company) rated at least A-l by Standard
&
Poor’s Ratings Group or P-l by Moody’s Investors Service, Inc. (or carrying an
        equivalent rating by an internationally-recognized rating agency), (c) any
        certificate of deposit (or time deposits represented by such certificates
        of
        deposit) or bankers acceptance, maturing not more than one year after such
        time,
        or overnight Federal Funds transactions or money market deposit accounts
        that
        are issued or sold by, or maintained with, a Lender, (d) any repurchase
        agreement entered into with any Lender which (i) is secured by a fully perfected
        security interest in any obligation of the type described in any of clauses (a) through
        (c) and (ii)
        has a market value at the time such repurchase agreement is entered into
        of not
        less than 100% of the repurchase obligation of such Lender thereunder, (e)
        investments in short-term asset 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      management
        accounts offered by any Lender for the purpose of investing in loans to any
        corporation (other than the Parent or an Affiliate of the Parent), state
        or
        municipality, in each case organized under the laws of any state of the United
        States or of the District of Columbia, (f) securities with maturities of
        six
        months or less from the date of acquisition backed by standby letters of
        credit
        issued by any Lender, or (g) shares of money market mutual or similar funds
        which invest exclusively in assets satisfying the requirements of clauses (a) through
        (f) of this
        definition.

       

      Change
        in Control
        means an event or series of events by which: (a) any “person” or “group” (as
        such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
        Act
        of 1934, but excluding any employee benefit plan of the Parent or any
        Subsidiary, or any Person acting in its capacity as trustee, agent or other
        fiduciary or administrator of any such plan) becomes the “beneficial owner” (as
        defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
        except that a person shall be deemed to have “beneficial ownership” of all
        securities that such person has the right to acquire, whether such right
        is
        exercisable immediately or only after the passage of time), directly or
        indirectly, of outstanding shares of voting stock of the Parent in excess
        of
        25%; and (b) individuals who at the Effective Time were directors of the
        Parent
        (the “Incumbent Board”) shall cease for any reason to constitute a majority of
        the board of directors of the Parent; provided that any
        individual becoming a director subsequent to the Effective Time whose election,
        or nomination for election by the Parent’s shareholders, was approved by the
        requisite vote of the then Incumbent Board shall be considered as though
        such
        individual were a member of the Incumbent Board, but excluding, for this
        purpose, any such individual whose initial assumption of office occurs as
        a
        result of an actual or threatened solicitation of proxies or consents for
        the
        election or removal of one or more directors by any “person” or “group” other
        than a solicitation for the election of one or more directors by or on behalf
        of
        the board of directors.

       

      Code
        means the
        Internal Revenue Code of 1986.

       

      Collateral
        Access
        Agreement means an agreement, in form and substance reasonably acceptable
        to the Administrative Agent, between the Administrative Agent and a third
        party
        relating to inventory of the Company or any Subsidiary Guarantor located
        on the
        property of such third party.

       

      Collateral
        Documents
        means the U.S. Pledge Agreement, the Security Agreement, each Mortgage and
        any
        other agreement pursuant to which any Loan Party grants collateral to the
        Administrative Agent for the benefit of the Lenders.

       

      Commitment
        means, as
        to any Lender, such Lender’s commitment to make Revolving Loans, and to issue or
        participate in Letters of Credit and to participate in Swing Line Loans,
        under
        this Agreement.  The amount of the Commitment of each Lender as of the
        date of the execution and delivery of this Agreement is set forth across
        from
        such Lender’s name on Schedule
        2.1.

       

      Commitment
        Amount
        means $450,000,000, as such amount may be changed from time to time pursuant
        to
        the terms hereof.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Commitment
        Fee Rate -
        see Schedule
        1.1.

       

      Company
        - see the
Preamble.

       

      Computation
        Period
        means each period of four consecutive Fiscal Quarters ending on the last
        day of
        a Fiscal Quarter.

       

      Confirmation
        means a
        confirmation agreement substantially in the form of Exhibit
        F.

       

      Consolidated
        Net
        Income means, with respect to the Parent and its Subsidiaries for any
        period, the net income (or loss) of the Parent and its Subsidiaries for such
        period, excluding (a) any
        extraordinary gains during such period and (b) any foreign exchange translation
        gains or losses that might appear on or be reflected in the consolidated
        statement of earnings of the Parent and its Subsidiaries on a consolidated
        basis
        for such period.

       

      Controlled
        Group
        means all members of a controlled group of corporations and all members of
        a
        controlled group of trades or businesses (whether or not incorporated) under
        common control which, together with the Parent, are treated as a single employer
        under Section 414 of the Code or Section 4001 of ERISA.

       

      Credit
        Extension
        means the making of any Loan or the issuance of, increase in the amount of
        or
        extension of the term of any Letter of Credit.

       

      Debt
        of any Person
        means, without duplication, (a) all indebtedness of such Person for borrowed
        money, whether or not evidenced by bonds, debentures, notes or similar
        instruments, (b) all obligations of such Person as lessee under Capital Leases
        which have been or should be recorded as liabilities on a balance sheet of
        such
        Person in accordance with GAAP, (c) all obligations of such Person to pay
        the
        deferred purchase price of property or services (excluding trade accounts
        payable in the ordinary course of business), (d) all indebtedness secured
        by a
        Lien on the property of such Person, whether or not such indebtedness shall
        have
        been assumed by such Person (it being understood that if such Person has
        not
        assumed or otherwise become personally liable for any such indebtedness,
        the
        amount of the Debt of such Person in connection therewith shall be limited
        to
        the lesser of the face amount of such indebtedness or the fair market value
        of
        all property of such Person securing such indebtedness), (e) all obligations,
        contingent or otherwise, with respect to the face amount of all letters of
        credit (whether or not drawn) and banker’s acceptances issued for the account of
        such Person (including the Letters of Credit), (f) all Hedging Obligations
        of
        such Person, (g) all Suretyship Liabilities of such Person in respect of
        obligations of the types referred to in clauses (a) through
        (f) and (h)
        all
        Debt of any partnership in which such Person is a general partner.

       

      Defaulting
        Lender
        means any Lender that (a) has failed to fund any portion of the Loans,
        participations in Letters of Credit or participations in Swing Line Loans
        required to be funded by it hereunder within one Business Day of the date
        required to be funded by it hereunder, (b) has otherwise failed to pay over
        to
        the Administrative Agent, any Issuing Lender or the Swing Line Lender any
        other
        amount required to be paid by it hereunder within one Business Day of the
        date
        when due, unless the subject of a good faith dispute, or (c) has been deemed
        insolvent or become the subject of a bankruptcy or insolvency
        proceeding.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Dollar
        and the sign
“$”
mean lawful
        money of the United States of America.

       

      EBITDA
        means, for any
        period, Consolidated Net Income for such period plus to the
        extent
        deducted in determining such Consolidated Net Income (and without duplication),
        (i) Interest Expense, non-cash foreign exchange gains and losses, non-cash
        equity compensation and non-cash losses with respect to Hedging Obligations,
        income tax expense, depreciation and amortization for such period, (ii) all
        charges in connection with the refinancing or repayment of Debt under the
        Existing Credit Agreement, including the write-off of deferred financing
        costs,
        (iii) the first $5,000,000 of non-recurring charges, fees and expenses incurred
        after the date of this Agreement in connection with or relating to acquisitions
        or dispositions and (iv) Goodwill Addbacks.

       

      Effective
        Time - see
Section
        11.1.

       

      Eligible
        Assignee
        means (a) a commercial bank organized under the laws of the United States,
        or
        any state thereof, and having a combined capital and surplus of at least
        $100,000,000; (b) a commercial bank organized under the laws of any other
        country which is a member of the Organization for Economic Cooperation and
        Development or a political subdivision of any such country, and having a
        combined capital and surplus of at least $100,000,000, provided that such
        bank
        is acting through a branch or agency located in the United States; (c) a
        Person
        that is primarily engaged in the business of commercial banking and that
        is (i)
        a Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender
        is a
        Subsidiary or (iii) a Person of which a Lender is a Subsidiary; and (d) any
        other Person approved by the Parent and the Administrative Agent, which
        approvals shall not be unreasonably withheld.

       

      Environmental
        Claims
        means all claims, however asserted, by any governmental, regulatory or judicial
        authority or other Person alleging potential liability or responsibility
        for
        violation of any Environmental Law, or for release of hazardous substances
        or
        injury to the environment.

       

      Environmental
        Laws
        means all federal, state or local laws, statutes, common law duties, rules,
        regulations, ordinances and codes, together with all administrative orders,
        directed and enforceable duties, licenses, authorizations and permits of,
        and
        agreements with, any Governmental Authority, in each case relating to
        environmental matters.

       

      ERISA
        means the
        Employee Retirement Income Security Act of 1974.

       

      Eurocurrency
        Reserve
        Percentage means, with respect to any Eurodollar Loan for any Interest
        Period, a percentage (expressed as a decimal) equal to the daily average
        during
        such Interest Period of the percentage in effect on each day of such Interest
        Period, as prescribed by the FRB, for determining the aggregate maximum reserve
        requirements applicable to “Eurocurrency Liabilities” pursuant to Regulation D
        of the FRB or any other then applicable regulation of the FRB which prescribes
        reserve requirements applicable to “Eurocurrency Liabilities” as presently
        defined in such Regulation D.

       

      Eurodollar
        Loan means
        a Revolving Loan that bears interest at a rate determined by reference to
        the
        Eurodollar Rate (Reserve Adjusted).

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Eurodollar
        Margin -
        see Schedule
        1.1.

       

      Eurodollar
        Office
        means with respect to any Lender the office or offices of such Lender which
        shall be making or maintaining the Eurodollar Loans of such Lender hereunder
        or,
        in the case of Bank of America, such other office or offices through which
        it
        obtains quotes for purposes of determining the Eurodollar Rate.  A
        Eurodollar Office of any Lender may be, at the option of such Lender, either
        a
        domestic or foreign office.

       

      Eurodollar
        Rate
        means, for any Interest Period with respect to a Eurodollar Loan, the rate
        per
        annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
        published by Reuters (or another commercially available source providing
        quotations of BBA LIBOR as designated by the Administrative Agent from time
        to
        time) at approximately 11:00 a.m., London time, two Business Days prior to
        the
        commencement of such Interest Period, for Dollar deposits (for delivery on
        the
        first day of such Interest Period) with a term equivalent to such Interest
        Period.  If such rate is not available at such time for any reason,
        then the “Eurodollar Rate” for such Interest Period shall be the rate per annum
        determined by the Administrative Agent to be the rate at which deposits in
        Dollars for delivery on the first day of such Interest Period in same day
        funds
        in the approximate amount of the Eurodollar Loan being made, continued or
        converted by Bank of America and with a term equivalent to such Interest
        Period
        would be offered by Bank of America’s London Branch to major banks in the London
        interbank eurodollar market at their request at approximately 11:00 a.m.
        (London
        time) two Business Days prior to the commencement of such Interest
        Period.

       

      Eurodollar
        Rate (Reserve
        Adjusted) means, with respect to any Eurodollar Loan for any Interest
        Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100
        of
        1%) determined pursuant to the following formula:

       

      Eurodollar
        Rate     =      Eurodollar
        Rate

      (Reserve
        Adjusted)          
1-Eurocurrency

                     Reserve
        Percentage

       

      Event
        of Default
        means any of the events described in Section
        12.1.

       

      Exemption
        Representation - see Section
        7.6(c).

       

      Existing
        Credit
        Agreement - see the recitals.

       

      Existing
        Lender - see
Section
        1.3(b).

       

      Existing
        Letters of
        Credit means the letters of credit outstanding under the Existing Credit
        Agreement immediately prior to the amendment and restatement thereof pursuant
        hereto.

       

      Existing
        Loans - see
Section
        1.3(b).

       

      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, as published
        by
        the Federal Reserve Bank of New York on the Business Day next succeeding
        such
        day; provided
        that (a) if such day is not a 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Business
        Day, the Federal Funds Rate for such day shall be such rate on such transactions
        on the next preceding Business Day as so published on the next succeeding
        Business Day, and (b) if no such rate is so published on such next succeeding
        Business Day, the Federal Funds Rate for such day shall be the average rate
        (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged
        to
        Bank of America on such day on such transactions as determined by the
        Administrative Agent.

       

      Fiscal
        Quarter means
        each 13-week period during a Fiscal Year, beginning with the first day of
        such
        Fiscal Year.

       

      Fiscal
        Year means the
        fiscal year of the Company and its Subsidiaries, which period shall be the
        12-month period ending on the Saturday closest to December 31 of each
        year.  References to a Fiscal Year with a number corresponding to any
        calendar year (e.g., “Fiscal Year 2005”) refer to the Fiscal Year ending on the
        Saturday closest to December 31 of such calendar year.

       

      Fixed
        Charge Coverage
        Ratio means, as of the last day of any Computation Period, the ratio of
        (a) the result of (i) Pro Forma EBITDA for such Computation Period less (ii)
        Capital Expenditures for such Computation Period less (iii) cash income tax
        expense for such Computation Period less (iv) dividends paid in cash by the
        Parent during such Computation Period to (b) the sum of (i) Interest Expense
        to
        the extent payable in cash for such Computation Period plus (ii) the actual
        aggregate amount of all scheduled principal payments on Debt (other than
        Debt
        permitted by Section
        10.7(l)) made by the Parent and its Subsidiaries during such Computation
        Period; provided
        that:

       

      (x)           
        in calculating Capital Expenditures, capital expenditures of any Person (or
        division or similar business unit) acquired by the Parent or any of its
        Subsidiaries during such period shall be included on a pro forma basis for
        such
        period and the capital expenditures of any Person (or division or similar
        business unit) disposed of by the Parent or any of its Subsidiaries during
        such
        period shall be excluded on a pro forma basis for such period; and

       

      (y)           
        in calculating Interest Expense, any Debt incurred or assumed in connection
        with
        any Acquisition shall be assumed to have been incurred or assumed on the
        first
        day of such period and any Debt assumed by any Person (other than the Parent
        or
        any of its Subsidiaries) in connection with the disposition of any Person
        (or
        division or similar business unit) disposed of by the Parent or any of its
        Subsidiaries during such period shall be assumed to have been repaid on the
        first day of such period.

       

      Foreign
        Subsidiary
        means each Subsidiary of the Parent which is organized under the laws of
        any
        jurisdiction other than, and which is conducting the majority of its business
        outside of, the United States or any political subdivision thereof.

       

      FRB
        means the Board
        of Governors of the Federal Reserve System or any successor
        thereto.

       

      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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Funded
        Debt means all
        Debt of the Parent and its Subsidiaries, excluding (i) contingent obligations
        in
        respect of undrawn letters of credit and Suretyship Liabilities (except,
        in each
        case, to the extent constituting Suretyship Liabilities in respect of Debt
        of a
        Person other than the Company or any Subsidiary), (ii) Hedging Obligations,
        (iii) Debt of the Company to Subsidiaries and Debt of Subsidiaries to the
        Company or to other Subsidiaries and (iv) Debt of Parent to the
        Company.

       

      GAAP
        means generally
        accepted accounting principles set forth from time to time in the opinions
        and
        pronouncements of the Accounting Principles Board and the American Institute
        of
        Certified Public Accountants and statements and pronouncements of the Financial
        Accounting Standards Board (or agencies with similar functions of comparable
        stature and authority within the U.S. accounting profession), which are
        applicable to the circumstances as of the date of determination.

       

      Goodwill
        Addbacks
        means the first $50,000,000 in the aggregate of (a) non-cash impairment charges
        and asset write-offs taken by the Company and its Subsidiaries after the
        Effective Time pursuant to Financial Accounting Standards Board Statement
        No.
        142 ("Goodwill and Other Intangible Assets") or Financial Accounting Standards
        Board Statement No. 144 ("Accounting for the Impairment or Disposal of
        Long-Lived Assets") and (b) the amortization of intangibles by the Company
        and
        its Subsidiaries after the Effective Time pursuant to Financial Accounting
        Standards Board Statement No. 141 ("Business Combinations").

       

      Governmental
        Authority means any nation or government, any state or other political
        subdivision thereof, any central bank (or similar monetary or regulatory
        authority), any entity exercising executive, legislative, judicial, regulatory
        or administrative functions of government.

       

      Group
        - see Section
        2.2.1.

       

      Guaranteed
        Obligations means (a) all obligations of the Company to the
        Administrative Agent or any Lender, howsoever created, arising or evidenced,
        whether direct or indirect, absolute or contingent, now or hereafter existing,
        or due or to become due, which arise under this Agreement or any other Loan
        Document (including with respect to the obligations described in Section 2.3.3) and
        (b) all Hedging Obligations of the Company to any Lender or any affiliate
        of a
        Lender.

       

      Hedging
        Agreements
        means any interest rate, currency or commodity swap agreement, cap agreement
        or
        collar agreement, and any other agreement or arrangement designed to protect
        such Person against fluctuations in interest rates, currency exchange rates
        or
        commodity prices.

       

      Hedging
        Obligations
        means, with respect to any Person, all liabilities of such Person under Hedging
        Agreements.

       

      Honor
        Date– see Section
        2.3.3.

       

      Immaterial
        Law means
        any provision of any Environmental Law the violation of which will not (a)
        violate any judgment, decree or order which is binding upon the Parent or
        any
        Subsidiary, (b) result in or threaten any injury to public health or the
        environment or any material damage to the property of any Person or (c) result
        in any liability or expense (other than any de 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      minimis
        liability or expense) for the Parent or any Subsidiary; provided that no
        provision of any Environmental Law shall be an Immaterial Law if the
        Administrative Agent has notified the Parent or the Company that the Required
        Lenders have determined in good faith that such provision is
        material.

       

      Indemnified
        Liabilities means, with respect to any Person entitled to indemnification
        hereunder, any and all actions, causes of action, suits, losses, liabilities,
        damages and expenses (excluding taxes and related costs but including reasonable
        attorneys’ fees and charges and, without duplication, the reasonable allocated
        costs, and all reasonable disbursements, of internal counsel) incurred by
        such
        Person as a result of (a) any Acquisition, merger or similar transaction
        financed or proposed to be financed in whole or in part, directly or indirectly,
        with the proceeds of any Loan, (b) the execution, delivery, performance or
        enforcement of this Agreement or any other Loan Document (without duplication
        of
        costs and expenses specifically referred to in Section 15.6 and
        related taxes and other amounts), (c) any investigation, litigation or
        proceeding (including any proceeding under any bankruptcy or insolvency law
        and
        any appellate proceeding) related to this Agreement, the Commitments, the
        Loans
        or the use of the proceeds thereof, the Letters of Credit or any transaction
        or
        event related to any of the foregoing, whether or not such Person is a party
        thereto, (d) the use, handling, release, emission, discharge, transportation,
        storage, treatment or disposal of any hazardous substance at any property
        owned,
        operated or leased by any Loan Party, (e) any violation of any Environmental
        Laws resulting from, or related to, conditions at any property owned, operated
        or leased by any Loan Party or the operations conducted thereon, (f) the
        investigation, cleanup or remediation of offsite locations at which any Loan
        Party or any of its predecessors in interest is alleged to have, directly
        or
        indirectly, disposed of hazardous substances or (g) any Environmental Claim
        asserted against any Loan Party or related to any property owned, operated
        or
        leased by any Loan Party, except (in each case) to the extent that any of
        the
        foregoing resulted from such indemnified Person’s gross negligence or willful
        misconduct.

       

      Interest
        Expense
        means, for any Computation Period, the consolidated interest expense of the
        Parent and its Subsidiaries for such Computation Period (including all imputed
        interest on Capital Leases).

       

      Interest
        Period
        means, as to any Eurodollar Loan, the period commencing on the date such
        Loan is
        borrowed or continued as, or converted into, a Eurodollar Loan and ending
        on the
        date one week or one, two, three, six or, if available to all Lenders, twelve
        months thereafter, as selected by the Company pursuant to Section 2.2.2 or
2.2.3;
provided
        that:

       

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

       

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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (iii) 
        the
        Company may not select any Interest Period for any Revolving Loan which would
        extend beyond the scheduled Termination Date; and

       

      Investment
        means,
        relative to any Person, (a) any loan or advance made by such Person to any
        other
        Person (excluding prepaid expenses in the ordinary course of business, accounts
        receivable arising in the ordinary course of business and commission, travel,
        relocation or similar loans or advances made to directors, officers and
        employees of the Parent or any of its Subsidiaries), (b) any Suretyship
        Liability of such Person with respect to the obligations of another Person,
        (c)
        any ownership or similar interest held by such Person in any other Person
        and
        (d) deposits and the like relating to prospective Acquisitions.

       

      ISP
        means, with
        respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such
        later version thereof as may be in effect at the time of issuance).

       

      Issuing
        Lender means
        Bank of America in its capacity as an issuer of Letters of Credit hereunder
        and
        any other Lender which, with the written consent of the Company and the
        Administrative Agent (such consents not to be unreasonably withheld), is
        the
        issuer of one or more Letters of Credit.

       

      L/C
        Application
        means, with respect to any request for the issuance of a Letter of Credit,
        a
        letter of credit application in the form being used by the applicable Issuing
        Lender at the time of such request for the type of letter of credit requested;
        provided that
        to the extent any such letter of credit application is inconsistent with
        any
        provision of this Agreement, the applicable provision of this Agreement shall
        control.

       

      LC
        Fee Rate - see
Schedule
        1.1.

       

      Lead
        Arranger means
        Banc of America Securities LLC in its capacity as arranger of the facilities
        hereunder.

       

      Lender
        - see the
Preamble.  References
        to the “Lenders” shall include the Issuing Lenders and the Swing Line Lender;
        for purposes of clarification only, to the extent that Bank of America (or
        any
        other Issuing Lender or successor Swing Line Lender) may have rights or
        obligations in addition to those of the other Lenders due to its status as
        an
        Issuing Lender or as Swing Line Lender, its status as such will be specifically
        referenced.

       

      Lender
        Party - see
Section
        15.13.

       

      Letter
        of Credit -
        see Section
        2.1.2.

       

      Leverage
        Ratio means,
        as of the last day of any Fiscal Quarter, the ratio of (i) Funded Debt as
        of
        such day to (ii) Pro Forma EBITDA for the Computation Period ending on such
        day.

       

      Lien
        means, with
        respect to any Person, any interest granted by such Person in any real or
        personal property, asset or other right owned or being purchased or acquired
        by
        such Person which secures payment or performance of any obligation and shall
        include any mortgage, lien, encumbrance,
        charge or other security interest of any kind, whether arising by contract,
        as a
        matter of law, by judicial process or otherwise.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Loan
        means a
        Revolving Loan or a Swing Line Loan.

       

      Loan
        Documents means
        this Agreement, the Subsidiary Guaranty, the Confirmation, the L/C Applications
        and the Collateral Documents.

       

      Loan
        Parties means
        the Parent, the Company and each Subsidiary Guarantor, and “Loan Party” means
        any of them.

       

      Margin
        Stock means
        any “margin stock” as defined in Regulation U of the FRB.

       

      Material
        Adverse
        Effect means (a) a material adverse change in, or a material adverse
        effect upon, the business, assets, operations, condition (financial or
        otherwise) or prospects of the Parent and its Subsidiaries taken as a whole,
        or
        (b) a material adverse effect upon any substantial portion of the collateral
        under the Collateral Documents or upon the legality, validity, binding effect
        or
        enforceability against any Loan Party of any Loan Document (other than as
        a
        result of a Person ceasing to be a Loan Party as a result of a transaction
        permitted hereunder).

       

      Merger
        Sub means New
        Cardinal Acquisition Sub Inc., a Delaware corporation.

       

      Mortgage
        means a
        mortgage, deed of trust, leasehold mortgage or similar instrument granting
        the
        Administrative Agent a Lien on real property owned or leased by the Company
        or
        any Subsidiary Guarantor.

       

      Multiemployer
        Pension
        Plan means a multiemployer plan, as such term is defined in Section
        4001(a)(3) of ERISA, and to which the Company or any member of the Controlled
        Group may have any liability.

       

      Parent
        - see the
        Preamble.

       

      Parent
        Guaranty means
        the guaranty of the Parent set forth in Section
        13.

       

      Participant
        - see
Section
        15.9.2.

       

      PBGC
        means the
        Pension Benefit Guaranty Corporation and any entity succeeding to any or
        all of
        its functions under 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 Pension Plan), and
        to
        which the Company or any member of the Controlled Group may have any 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.

       

      Percentage
        means, as
        to any Lender at any time, the percentage that (a) the Commitment of such
        Lender
        (or, after termination of the Commitments, the outstanding principal amount
        of
        such Lender’s Revolving Loans plus the amount of such 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Lender’s
        participations in the principal amount of all Swing Line Loans and the Stated
        Amount of all Letters of Credit) at such time is of (b) the Commitment Amount
        (or, after termination of the Commitments, the Total Outstandings) at such
        time.  The initial Percentage of each Lender is set forth across from
        such Lender’s name on Schedule 2.1; provided
        that if and
        so long as any Lender is a Defaulting Lender, such Lender’s Percentage shall be
        deemed for purposes of this definition to be reduced to the extent of the
        defaulted amount and the Percentage of the applicable Issuing Lender or the
        Swing Line Lender, as applicable, shall be deemed for purposes of this
        definition to be increased to the extent the Defaulting Lender has failed
        to
        make required payments to the Issuing Lender or Swing Line Lender, as the
        case
        may be.

       

      Permitted
        Acquisition
        means (a) the acquisition of the Target pursuant to the Star Acquisition
        Agreement; (b) any Acquisition by the Company or any wholly-owned Subsidiary
        where (i) the assets acquired are for use in, or the Person acquired is engaged
        in, business activities permitted under Section 10.18; (ii)
        immediately before or after giving effect to such Acquisition, no Event of
        Default or Unmatured Event of Default shall have occurred and be continuing;
        (iii) if the aggregate consideration paid by the Company and its Subsidiaries
        (including any Debt assumed or issued in connection therewith, the amount
        thereof to be calculated in accordance with GAAP, but excluding (x) any common
        stock of the Parent or (y) any cash received substantially concurrently with
        such Acquisition from the issuance of any common stock of the Parent) in
        connection with such Acquisition (or any series of related Acquisitions)
        exceeds
        $10,000,000, the Company shall have delivered to the Administrative Agent
        pro
        forma financial statements giving effect to such Acquisition, which financial
        statements shall (A) detail any related acquisition adjustments and add-backs
        to
        be used to calculate Pro Forma EBITDA and (B) confirm compliance with clause (ii) above
        after giving effect to the Acquisition; (iv) the total cash consideration
        will
        not exceed 1.5x the Parent’s Pro Forma EBITDA (before giving effect to the
        Acquisition) for the most recently completed period of four consecutive quarters
        for which financial statements are available; and (v) the board of directors
        (or
        similar governing body) of the Person to be acquired shall have approved
        such
        Acquisition.

       

      Person
        means any
        natural person, corporation, partnership, trust, limited liability company,
        association, Governmental Authority or unit, or other entity, whether acting
        in
        an individual, fiduciary or other capacity.

       

      Prime
        Rate means, for
        any day, the rate of interest in effect for such day as publicly announced
        from
        time to time by Bank of America in Charlotte, North Carolina, as its “prime
        rate”.  (The “prime rate” is a rate set by Bank of America based upon
        various factors, including Bank of America’s costs and desired return, general
        economic conditions and other factors, and is used as a reference point for
        pricing some loans, which may be priced at, above, or below such announced
        rate.)  Any change in the “prime rate” announced by Bank of America
        shall take effect at the opening of business on the day specified in the
        public
        announcement of such change.

       

      Pro
        Forma EBITDA
        means, for any period, EBITDA for such period adjusted as follows:

       

      (i)           
        the consolidated net income of any Person (or business unit) acquired by
        the
        Company or any Subsidiary during such period (plus, to the extent deducted
        in
        determining such consolidated net income, interest expense, income tax expense,
        

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      depreciation
        and amortization of such Person) shall be included on a proforma
        basis for such
        period (assuming the consummation of each such Acquisition and the incurrence
        or
        assumption of any Debt in connection therewith occurred on the first day
        of such
        period) based upon (x) to the extent available, (I) the audited consolidated
        balance sheet of such acquired Person and its consolidated Subsidiaries (or
        such
        business unit) as at the end of the fiscal year of such Person (or business
        unit) preceding such Acquisition and the related audited consolidated statements
        of income, stockholders’ equity and cash flows for such fiscal year and (II) any
        subsequent unaudited financial statements for such Person (or business unit)
        for
        the period prior to such Acquisition so long as such statements were prepared
        on
        a basis consistent with the audited financial statements referred to above
        or
        (y) to the extent the items listed in clause (x) are not
        available, such historical financial statements and other information as
        is
        disclosed to, and reasonably approved by, the Required Lenders; and

       

      (ii)           
        the consolidated net income of any Person (or division or similar business
        unit)
        disposed of by the Parent, the Company or any Subsidiary during such period
        (plus, to the extent deducted in determining such consolidated net income,
        interest expense, income tax expense, depreciation and amortization of such
        Person (or division or business unit)) shall be excluded on a proforma
        basis for such
        period (assuming the consummation of such disposition occurred on the first
        day
        of such period).

       

      Required
        Lenders
        means Lenders having an aggregate Percentage of more than 50%; provided that the
        Commitments of, and (except as set forth in the definition of Percentage)
        the
        portion of the Total Outstandings held or deemed held by, any Defaulting
        Lender
        shall be excluded for purposes of making a determination of Required
        Lenders.

       

      Responsible
        Financial
        Officer means, as to any Person, the chief financial officer, the
        treasurer or the controller of such Person.

       

      Responsible
        Officer
        means, as to any Person, the chief executive officer, president, any vice
        president, or any Responsible Financial Officer of such Person.

       

      Revolving
        Loan - see
Section
        2.1.1.

       

      SEC
        means the
        Securities and Exchange Commission, or any governmental agency succeeding
        to any
        of its principal functions.

       

      Security
        Agreement
        means the security agreement among the Parent, the Company, the Subsidiary
        Guarantors and the Administrative Agent, a copy of which is attached as Exhibit
        C.

       

      Star
        Acquisition
        Agreement means the Agreement and Plan of Merger dated as of November 18,
        2007 among the Company, the Merger Sub, the Target and Weston Presidio Capital
        IV, L.P., including all schedules, annexes and exhibits thereto.

       

      Star
        Merger means the
        merger of Merger Sub with and into the Target pursuant to the Star Acquisition
        Agreement.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Star
        Termination
        means a “standard termination” pursuant to Section 4041(b) of ERISA of the Star
        Manufacturing Salaried and Non-Union Hourly Employees Defined Benefit Pension
        Plan so long as the aggregate amount of all payments required to be made
        by the
        Parent and its Subsidiaries to cover any shortfall in the plan assets of
        such
        Pension Plan does not exceed $5,000,000.

       

      Stated
        Amount means,
        with respect to any Letter of Credit at any date of determination, the maximum
        aggregate amount available for drawing thereunder at any time during the
        remaining term of such Letter of Credit under any and all circumstances
        (including after giving effect to any increase therein that may be required
        by
        the terms thereof), plus the aggregate amount of all unreimbursed payments
        and
        disbursements under such Letter of Credit.

       

      Subordinated
        Debt
        means Debt of the Company or the Parent which has maturities and other terms,
        and which is subordinated to the obligations of the Company  and its
        Subsidiaries and the Parent, to the extent applicable, hereunder and under
        the
        other Loan Documents in a manner, approved in writing by the Required
        Lenders.

       

      Subsidiary
        means,
        with respect to any Person, a corporation, partnership, limited liability
        company or other entity of which such Person and/or its other Subsidiaries
        own,
        directly or indirectly, such number of outstanding shares or other ownership
        interests as have more than 50% of the ordinary voting power for the election
        of
        directors or other managers of such entity.  Unless the context
        otherwise requires, each reference to Subsidiaries herein shall be a reference
        to Subsidiaries of the Parent.

       

      Subsidiary
        Guarantor
        means, on any day, each Subsidiary that has executed a counterpart of the
        Subsidiary Guaranty on or prior to that day (or is required to execute a
        counterpart of the Subsidiary Guaranty on that date) and that has not been
        released therefrom in accordance with the terms hereof.

       

      Subsidiary
        Guaranty
        means the guaranty issued by various Subsidiaries of the Company, a copy
        of
        which is attached as Exhibit
        B.

       

      Suretyship
        Liability
        means any agreement, undertaking or arrangement by which any Person guarantees,
        endorses or otherwise becomes or is contingently liable upon (by direct or
        indirect agreement, contingent or otherwise, to provide funds for payment,
        to
        supply funds to or otherwise to invest in a debtor, or otherwise to assure
        a
        creditor against loss) any indebtedness, obligation or other liability of
        any
        other Person (other than (a) customary indemnification obligations arising
        in
        the ordinary course of business under leases and other contracts and (b)
        by
        endorsements of instruments for deposit or collection in the ordinary course
        of
        business), or guarantees the payment of dividends or other distributions
        upon
        the shares of any other Person.  The amount of any Person’s obligation
        in respect of any Suretyship Liability shall (subject to any limitation set
        forth therein) be deemed to be the lesser of (i) the principal amount of
        the
        debt, obligation or other liability supported thereby and (ii) the maximum
        amount for which such Person may be liable pursuant to the terms of the
        instrument embodying such Suretyship Liability, unless such primary obligation
        and the maximum amount for which such Person may be liable are not stated
        or
        determinable, in which case the amount of such Suretyship Liability shall
        be
        such Person’s maximum reasonably anticipated liability in respect thereof as
        determined by such Person in good faith.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Swing
        Line Lender
        means Bank of America in its capacity as swing line lender hereunder, together
        with any replacement swing line lender arising under Section
        14.9.

       

      Swing
        Line Loan - see
Section
        2.4.1.

       

      Target
        means New Star
        International Holdings, Inc., a Delaware corporation.

       

      Termination
        Date
        means the earlier to occur of
        (a) December 28, 2012 and (b) such other date on which the Commitments
        terminate pursuant to Section
        6 or 12.

       

      Total
        Outstandings
        means,
        at any time, the aggregate outstanding principal amount of all Revolving
        Loans
        and Swing Line Loans plus the aggregate Stated Amount of all Letters of
        Credit.

       

      Type
        of Loan or
        borrowing - see Section 2.2.1.  The
        types of Loans or borrowings under this Agreement are as
        follows:  Base Rate Loans or borrowings and Eurodollar Loans or
        borrowings.

       

      Unmatured
        Event of
        Default means any event that, if it continues uncured, will, with lapse
        of time or the giving of notice or both, constitute an Event of
        Default.

       

      Unreimbursed
        Amount–
see Section
        2.3.3.

       

      Unrestricted
        Margin
        Stock means treasury stock of the Company.

       

      U.S.
        Pledge Agreement
        means the pledge agreement among the Parent, the Company, various domestic
        Subsidiaries and the Administrative Agent, a copy of which is attached as
Exhibit
        D.

       

      1.2    Other
        Interpretive
        Provisions.  (a)  The meanings of defined terms are
        equally applicable to the singular and plural forms of the defined
        terms.

       

      (b)    Section,
Schedule
        and Exhibit references
        are to this Agreement unless otherwise specified.

       

      (c)    The
        term “including” is not limiting and means “including without
        limitation.”

       

      (d)    In
        the computation of periods of time from a specified date to a later specified
        date, the word “from” means “from and including”; the words “to” and “until”
each mean “to but excluding”, and the word “through” means “to and
        including.”

       

      (e)    Unless
        otherwise expressly provided herein, (i) references to agreements (including
        this Agreement), other contractual instruments and organizational documents
        shall be deemed to include all subsequent amendments, restatements and other
        modifications thereto, but only to the extent such amendments and other
        modifications are not prohibited by the terms of any Loan Document, and (ii)
        references to any statute or regulation are to be construed as including
        all
        statutory and regulatory provisions consolidating, amending, replacing,
        supplementing or interpreting such statute or regulation.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (f)    This
        Agreement and the other Loan Documents may use several different limitations,
        tests or measurements to regulate the same or similar matters.  All
        such limitations, tests and measurements are cumulative and shall each be
        performed in accordance with their terms.

       

      (g)    This
        Agreement and the other Loan Documents are the result of negotiations among
        and
        have been reviewed by counsel to the Administrative Agent, the Company, the
        Lenders and the other parties thereto and are the products of all
        parties.  Accordingly, they shall not be construed against the
        Administrative Agent or the Lenders merely because of the Administrative
        Agent’s
        or Lenders’ involvement in their preparation.

       

      (h)    Unless
        otherwise specified, each reference to a time of day means such time in Chicago,
        Illinois.

       

      1.3    Allocation
        of Loans and
        Percentages at the Effective Time.

       

      (a)    The
        Company and each Lender agree that, effective at the Effective Time, (i)
        this
        Agreement shall amend and restate in its entirety the Existing Credit Agreement
        and (ii) the outstanding Loans thereunder (and the participations in Letters
        of
        Credit and Swing Line Loans thereunder), shall be allocated among the Lenders
        in
        accordance with their respective Percentages.

       

      (b)    To
        facilitate the allocation described in clause (a), at the
        Effective Time, (i) all “Revolving Loans” under the Existing Credit Agreement
        (“Existing
        Loans”) shall be deemed to be Revolving Loans, (ii) each Lender which is
        a party to the Existing Credit Agreement (an “Existing Lender”)
        shall transfer to the Administrative Agent an amount equal to the excess,
        if
        any, of such Lender’s pro rata share (according to its Percentage) of the
        outstanding Revolving Loans hereunder (including any Revolving Loans made
        at the
        Effective Time) over the amount of all of such Lender’s Existing Loans, (iii)
        each Lender which is not a party to the Existing Credit Agreement shall transfer
        to the Administrative Agent an amount equal to such Lender’s pro rata share
        (according to its Percentage) of the outstanding Revolving Loans hereunder
        (including any Revolving Loans made at the Effective Time), (iv) the
        Administrative Agent shall apply the funds received from the Lenders pursuant
        to
clauses (ii)
        and (iii),
        first, on behalf of the Lenders (pro rata according to the amount of the
        applicable Existing Loans each is required to purchase to achieve the allocation
        described in clause
        (a)), to purchase from each Existing Lender which has Existing Loans
        in
        excess of such Lender’s pro rata share (according to its Percentage) of the
        outstanding Revolving Loans hereunder (including any Revolving Loans made
        at the
        Effective Time), a portion of such Existing Loans equal to such excess, second,
        to pay to each Existing Lender all interest, fees and other amounts (including
        amounts payable pursuant to Section 8.4 of the Existing Credit Agreement,
        assuming for such purpose that the Existing Loans were prepaid rather than
        allocated at the Effective Time) owed to such Existing Lender under the Existing
        Credit Agreement (whether or not otherwise then due) and, third, as the Company
        shall direct, and (v) all Revolving Loans shall commence new Interest Periods
        in
        accordance with elections made by the Company at least three Business Days
        prior
        to the date of the Effective Time pursuant to the procedures applicable to
        conversions and continuations set forth in Section 2.2.3 (all as
        if the 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Existing
        Loans were continued or converted at the Effective Time).  To the
        extent the Company fails to make a timely election pursuant to clause (v) of the
        preceding sentence with respect to any Revolving Loans, such Loans shall
        be Base
        Rate Loans.

       

      SECTION
        2   
        COMMITMENTS OF THE LENDERS; BORROWING AND CONVERSION PROCEDURES; LETTER OF
        CREDIT PROCEDURES; SWING LINE LOANS.

       

      2.1     
        Commitments.  On
        and subject to the terms and conditions of this Agreement, each of the Lenders,
        severally and for itself alone, agrees to make and/or participate in Credit
        Extensions to the Company as follows:

       

      2.1.1   Revolving
        Loans.  Each Lender will make loans on a revolving basis to the
        Company (“Revolving
        Loans”) from time to time before the Termination Date in such Lender’s
        Percentage of such aggregate amounts as the Company may from time to time
        request from all Lenders (it being understood that effective at the Effective
        Time (and after giving effect to the transactions contemplated by Section 1.3), each
        Lender shall have outstanding Revolving Loans in an amount equal to its
        Percentage of the aggregate amount of all outstanding Revolving Loans); provided that the
        Total Outstandings shall not at any time exceed the Commitment
        Amount.  Amounts borrowed under this Section may be repaid and
        thereafter reborrowed until the Termination Date.

       

      2.1.2   L/C
        Commitment.  (a) The Issuing Lenders will issue standby and
        commercial letters of credit, in each case containing such terms and conditions
        as are permitted by this Agreement and are reasonably satisfactory to the
        applicable Issuing Lender and the Company (collectively with the Existing
        Letters of Credit, each a “Letter of Credit”),
        at the request of and for the account of the Company (or jointly for the
        account
        of the Company and (i) the Parent or (ii) any Subsidiary of the Company)
        from
        time to time before the date which is 30 days prior to the scheduled Termination
        Date, and (b) as more fully set forth in Section 2.3,
        each Lender agrees to purchase a participation in each such Letter of Credit;
        provided that
        (x) the aggregate Stated Amount of all Letters of Credit shall not at any
        time
        exceed $25,000,000 and (y) the Total Outstandings shall not at any time exceed
        the Commitment Amount.

       

      2.2     
        Loan
        Procedures.

       

      2.2.1  
Various
        Types of
        Loans.  Each Revolving Loan shall be either a Base Rate Loan or
        a Eurodollar Loan (each a “type”
of Loan),
        as
        the Company shall specify in the related notice of borrowing or conversion
        pursuant to Section 2.2.2
        or 2.2.3.  Eurodollar
        Loans having the same Interest Period are sometimes called a “Group”
or
        collectively “Groups”.  Base
        Rate Loans and Eurodollar Loans may be outstanding at the same time; provided that (i)
        not
        more than 10 different Groups of Eurodollar Loans shall be outstanding at
        any
        one time and (ii) the aggregate principal amount of each Group of Eurodollar
        Loans shall at all times be at least $3,000,000 and an integral multiple
        of
        $500,000.  All borrowings, conversions and repayments of Loans shall
        be effected so that each Lender will have a pro rata share (according to
        its
        Percentage) of all types and Groups of Revolving Loans.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      2.2.2   Borrowing
        Procedures.  The Company shall give written notice or
        telephonic notice (followed promptly by written confirmation thereof) to
        the
        Administrative Agent of each proposed borrowing of Revolving Loans not later
        than (a) in the case of a Base Rate borrowing, 10:00 A.M. on the proposed
        date of such borrowing, and (b) in the case of a Eurodollar Rate borrowing,
        10:00 A.M. at least three Business Days prior to the proposed date of such
        borrowing.  Each such notice shall be effective upon receipt by the
        Administrative Agent, shall be irrevocable, and shall specify the date, amount
        and type of borrowing and, in the case of a Eurodollar Rate borrowing, the
        initial Interest Period therefor.  Promptly upon receipt of such
        notice, the Administrative Agent shall advise each Lender
        thereof.  Not later than 1:00 p.m. on the date of a proposed
        borrowing, each Lender shall provide the Administrative Agent at the office
        specified by the Administrative Agent with immediately available funds covering
        such Lender’s Percentage of such borrowing and, so long as the Administrative
        Agent has not received written notice that the conditions precedent set forth
        in
Section 11
        with respect to such borrowing have not been satisfied, the Administrative
        Agent
        shall pay over the requested amount to the Company on the requested borrowing
        date.  Each borrowing shall be on a Business
        Day.  Each  borrowing of Revolving Loans shall be in an
        aggregate amount of at least $1,000,000 and an integral multiple of
        $100,000.

       

      2.2.3   Conversion
        and Continuation
        Procedures.  (a) Subject to the provisions of Section
        2.2.1, the
        Company may, upon irrevocable written notice to the Administrative Agent
        in
        accordance with clause
        (b) below:

       

      (i)  
elect,
        as of any Business Day, to convert any outstanding Revolving Loan into a
        Loan of
        the other type; or

       

      (ii)  
elect,
        as of the last day of the applicable Interest Period, to continue any Group
        of
        Eurodollar Loans having an Interest Period expiring on such day (or any part
        thereof in an aggregate amount not less than $3,000,000 or a higher integral
        multiple of $500,000) for a new Interest Period.

       

      (b)     
        The
        Company shall give written or telephonic (followed promptly by written
        confirmation thereof) notice to the Administrative Agent of each proposed
        conversion or continuation not later than (i) in the case of conversion into
        Base Rate Loans, 10:00 a.m. on the proposed date of such conversion; and
        (ii) in
        the case of a conversion into or continuation of Eurodollar Loans, 10:00
        a.m. at
        least three Business Days prior to the proposed date of such conversion or
        continuation, specifying in each case:

       

      
        	
                (1)  

              	
                the
                  proposed date of conversion or
                  continuation;

              


      

       

      
        	
                (2)  

              	
                the
                  aggregate amount of Revolving Loans to be converted or
                  continued;

              


      

       

      
        	
                (3)  

              	
                the
                  type of Revolving Loans resulting from the proposed conversion
                  or
                  continuation; and

              


      

       

      
        	
                (4)  

              	
                in
                  the case of conversion into, or continuation of, Eurodollar Loans,
                  the
                  duration of the requested Interest Period
                  therefor.

              


      

       

      (c)    If
        upon expiration of any Interest Period applicable to any Eurodollar Loan,
        the
        Company has failed to select timely a new Interest Period to be applicable
        to
        such Eurodollar Loan, the Company shall be deemed to have elected to convert
        such Eurodollar Loan into a Base Rate Loan effective on the last day of such
        Interest Period.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (d)     
        The
        Administrative Agent will promptly notify each Lender of its receipt of a
        notice
        of conversion or continuation pursuant to this Section 2.2.3 or, if
        no timely notice is provided by the Company, of the details of any automatic
        conversion.

       

      (e)     
        Unless
        the Required Lenders otherwise consent, the Company may not elect to have
        a Loan
        converted into or continued as a Eurodollar Loan during the existence of
        any
        Event of Default or Unmatured Event of Default.

       

      2.3     
        Letter
        of Credit
        Procedures.

       

      2.3.1   L/C
        Applications.  The Company shall give notice to the
        Administrative Agent and the applicable Issuing Lender of the proposed issuance
        of each Letter of Credit on a Business Day which is at least three Business
        Days
        (or such lesser number of days as the Administrative Agent and such Issuing
        Lender shall agree in any particular instance) prior to the proposed date
        of
        issuance of such Letter of Credit.  Each such notice shall be
        accompanied by an L/C Application, duly executed by the Company and in all
        respects reasonably satisfactory to the Administrative Agent and the applicable
        Issuing Lender, together with such other documentation as the Administrative
        Agent or such Issuing Lender may reasonably request in support thereof, it
        being
        understood that each L/C Application shall specify, among other things, the
        date
        on which the proposed Letter of Credit is to be issued, the expiration date
        of
        such Letter of Credit (which shall not be later than seven days prior to
        the
        scheduled Termination Date) and whether such Letter of Credit is to be
        transferable.  So long as the applicable Issuing Lender has not
        received written notice from any party to this Agreement that (a) the conditions
        precedent set forth in Section 11 with
        respect to the issuance of such Letter of Credit have not been satisfied,
        (b)
        any Lender has failed to comply with its obligation to fund a participation
        under Section
        2.3.5 or (c) any Lender is at such time a Defaulting Lender (unless, in
        the case of clause
        (c), the applicable Issuing Lender has entered into reasonably
        satisfactory arrangements with the Company or the applicable Defaulting Lender
        to eliminate such Issuing Lender’s risk with respect to such Defaulting Lender),
        such Issuing Lender shall issue such Letter of Credit on the requested issuance
        date.  Each Issuing Lender shall promptly advise the Administrative
        Agent of the issuance of each Letter of Credit by such Issuing Lender and
        of any
        amendment thereto, extension thereof or event or circumstance changing the
        amount available for drawing thereunder.  Notwithstanding the
        foregoing or any other provision of this Agreement, no Issuing Lender shall
        be
        under any obligation to issue any Letter of Credit if: 

       

      
        	
                 

              	
                (i)

              	
                any
                  order, judgment or decree of any Governmental Authority or arbitrator
                  shall by its terms purport to enjoin or restrain such Issuing Lender
                  from
                  issuing such Letter of Credit, or any law applicable to such Issuing
                  Lender or any request or directive (whether or not having the force
                  of
                  law) from any Governmental Authority with jurisdiction over such
                  Issuing
                  Lender shall prohibit, or request that such Issuing Lender refrain
                  from,
                  the issuance of letters of credit generally or such Letter of Credit
                  in
                  particular or shall impose upon such Issuing Lender with respect
                  to such
                  Letter of Credit any restriction, reserve or capital requirement
                  (for
                  which such Issuing Lender is not otherwise compensated hereunder)
                  not in
                  effect at the 

              


      

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  
                  

                   

                  
                  

                	
                  
                  

                  Effective
                    Time, or shall impose upon such Issuing Lender any unreimbursed
                    loss, cost
                    or expense that was not applicable at the Effective Time and
                    that such
                    Issuing Lender in good faith deems material to it; or

                  
                  

                


        

         

      

      
        	
                 

              	
                (ii)

              	
                the
                  issuance of such Letter of Credit would violate one or more policies
                  of
                  such Issuing Lender applicable to letters of credit generally.
                  

              


      

      


      2.3.2   Participations
        in Letters of
        Credit.  Concurrently with the issuance of each Letter of
        Credit, the applicable Issuing Lender shall be deemed to have sold and
        transferred to each other Lender, and each other Lender shall be deemed
        irrevocably and unconditionally to have purchased and received from such
        Issuing
        Lender, without recourse or warranty, an undivided interest and participation,
        to the extent of such other Lender’s Percentage, in such Letter of Credit and
        the Company’s reimbursement obligations with respect thereto.  For the
        purposes of this Agreement, the unparticipated portion of each Letter of
        Credit
        shall be deemed to be the applicable Issuing Lender’s “participation”
therein.  

       

      2.3.3   Reimbursement
        Obligations.  The Company hereby unconditionally and
        irrevocably agrees to reimburse the applicable Issuing Lender through the
        Administrative Agent for each payment or disbursement made by such Issuing
        Lender under any Letter of Credit honoring any demand for payment made by
        the
        beneficiary thereunder, in each case by noon on the date that such payment
        or
        disbursement is made (the “Honor Date”) or, if
        the Company does not receive notice of such payment by 10:00A.M. on the Honor
        Date, by noon on the Business Day following the Honor Date.  If the
        Company fails to reimburse the L/C Issuer by the date and time specified
        in the
        preceding sentence, the Administrative Agent shall promptly notify each Lender
        of the amount of the unreimbursed drawing (the “Unreimbursed Amount”)
        and the amount of such Lender’s Percentage thereof.  In such event,
        the Company shall be deemed to have requested a borrowing of Revolving Loans
        to
        be disbursed on such date in an amount equal to such Unreimbursed Amount,
        without regard to the minimum and multiples specified in Section 2.2 for the
        principal amount of Base Rate Loans, but subject to the amount of the unutilized
        portion of the Commitment Amount and the conditions set forth in Section 11.2.1. Any
        amount not reimbursed on the Honor Date shall bear interest from the Honor
        Date
        to the date that such Issuing Lender is reimbursed by the Company therefor,
        payable on demand, at a rate per annum equal to the Base Rate from time to
        time
        in effect plus,
        beginning on the third Business Day after receipt of notice from the Issuing
        Lender of such payment or disbursement, 2%.  The applicable Issuing
        Lender shall notify the Company and the Administrative Agent whenever any
        demand
        for payment is made under any Letter of Credit by the beneficiary thereunder;
        provided that
        the failure of such Issuing Lender to so notify the Company shall not affect
        the
        rights of such Issuing Lender or the Lenders in any manner
        whatsoever.

       

      2.3.4   Limitation
        on Obligations of
        Issuing Lenders.  In determining whether to pay under any
        Letter of Credit, no Issuing Lender shall have any obligation to the Company
        or
        any Lender other than to confirm that any documents required to be delivered
        under such Letter of Credit appear to have been delivered and appear to comply
        on their face with the requirements of such Letter of Credit.  Any
        action taken or omitted to be taken by an Issuing Lender under or in connection
        with any Letter of Credit, if taken or omitted in the absence of gross
        negligence and willful misconduct, shall not impose upon such Issuing Lender
        any
        liability to the Company or 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      any
        Lender and shall not reduce or impair the Company’s reimbursement obligations
        set forth in Section 2.3.3 or
        the obligations of the Lenders pursuant to Section
        2.3.5.

       

      2.3.5   Funding
        by Lenders
        to Issuing
        Lenders.  If an Issuing Lender makes any payment or
        disbursement under any Letter of Credit and such payment or disbursement
        is not
        reimbursed (by the making of Base Rate Loans or otherwise) by the date and
        time
        specified in the first sentence of Section 2.3.3) or if
        any reimbursement received from the Company in respect of a payment or
        reimbursement under any Letter of Credit is or must be returned or rescinded
        upon or during any bankruptcy or reorganization of the Company or otherwise,
        each other Lender shall be obligated to fund its participation in such Letter
        of
        Credit by paying to the Administrative Agent for the account of such Issuing
        Lender its pro rata share (according to its Percentage) of such payment or
        disbursement (but no such payment by any Lender shall diminish the obligations
        of the Company under Section 2.3.3),
        and upon notice from the applicable Issuing Lender, the Administrative Agent
        shall promptly notify each other Lender of such obligation.  Each
        other Lender irrevocably and unconditionally agrees to so pay to the
        Administrative Agent in immediately available funds for the applicable Issuing
        Lender’s account the amount of such other Lender’s Percentage of such payment or
        disbursement.  If and to the extent any Lender shall not have made
        such amount available to the Administrative Agent by 2:00 P.M. on the Business
        Day on which such Lender receives notice from the Administrative Agent of
        such
        payment or disbursement (it being understood that any such notice received
        after
        noon on any Business Day shall be deemed to have been received on the next
        following Business Day), such Lender agrees to pay interest on such amount
        to
        the Administrative Agent for the applicable Issuing Lender’s account forthwith
        on demand for each day from the date such amount was to have been delivered
        to
        the Administrative Agent to the date such amount is paid, at a rate per annum
        equal to (a) for the first three days after demand, the Federal Funds Rate
        from
        time to time in effect and (b) thereafter, the Base Rate from time to time
        in
        effect.  Any Lender’s failure to make available to the Administrative
        Agent its Percentage of any such payment or disbursement shall not relieve
        any
        other Lender of its obligation hereunder to make available to the Administrative
        Agent such other Lender’s Percentage of such payment, but no Lender shall be
        responsible for the failure of any other Lender to make available to the
        Administrative Agent such other Lender’s Percentage of any such payment or
        disbursement.

       

      2.3.6   Information
        regarding
        Letters of Credit.  Each Issuing Lender agrees, upon request of
        the Administrative Agent, to deliver to the Administrative Agent a list of
        all
        outstanding Letters of Credit issued by such Issuing Lender, together with
        such
        information related thereto as the Administrative Agent may reasonably
        request.  The Administrative Agent agrees, upon request of any Lender,
        to deliver to such Lender a list of all outstanding Letters of Credit, together
        with such information related thereto as such Lender may reasonably
        request.

       

      2.3.7   Joint
        Applications.  If the Company requests the issuance of any
        Letter of Credit for the account of the Parent or one of the Company’s
        Subsidiaries, the Parent or such Subsidiary shall be deemed to be a joint
        applicant on such Letter of Credit and shall be jointly and severally obligated
        to reimburse the applicable Issuing Lender (through the Administrative Agent)
        for any payment or disbursement in respect of such Letter of Credit (and
        references in this Section 2.3 to the
        Company shall, to the extent appropriate, be deemed to include the Parent
        or
        such Subsidiary with respect to such Letter of Credit).  

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      2.3.8   Applicability
        of ISP and
        UCP.   Unless otherwise expressly agreed by the applicable
        Issuing Lender and the Company when a Letter of Credit is issued (including
        any
        such agreement applicable to an Existing Letter of Credit), (a) the rules
        of the
        ISP shall apply to each standby Letter of Credit and (b) the rules of the
        Uniform Customs and Practice for Documentary Credits, as most recently published
        by the International Chamber of Commerce at the time of issuance shall apply
        to
        each commercial Letter of Credit.

       

      2.4     
        Swing
        Line
        Loans.

       

      2.4.1  
Swing
        Line
        Loans.  Subject to the terms and conditions of this Agreement,
        the Swing Line Lender may from time to time, in its discretion, make loans
        to
        the Company (collectively the “Swing Line Loans”
and
        individually each a “Swing Line Loan”) in
        accordance with this Section 2.4 in an
        aggregate amount not at any time exceeding $15,000,000; provided that the
        Total Outstandings shall not at any time exceed the Commitment
        Amount.  Amounts borrowed under this Section 2.4 may be
        borrowed, repaid and (subject to the agreement of the Swing Line Lender)
        reborrowed until the Termination Date.

       

      2.4.2   Swing
        Line Loan
        Procedures.  The Company shall give written or telephonic
        notice to the Administrative Agent (which shall promptly inform the Swing
        Line
        Lender) of each proposed Swing Line Loan not later than 12:00 noon on the
        proposed date of such Swing Line Loan.  Each such notice shall be
        effective upon receipt by the Administrative Agent and shall specify the
        date
        (which shall be a Business Day) and amount (which shall be an integral multiple
        of $100,000) of such Swing Line Loan.  So long as the Swing Line
        Lender has not received written notice that the conditions precedent set
        forth
        in Section 11
        with respect to the making of such Swing Line Loan have not been satisfied,
        the
        Swing Line Lender may make the requested Swing Line Loan.  If the
        Swing Line Lender agrees to make the requested Swing Line Loan, the Swing
        Line
        Lender shall pay over the requested amount to the Company on the requested
        borrowing date.  Concurrently with the making of any Swing Line Loan,
        the Swing Line Lender shall be deemed to have sold and transferred, and each
        other Lender shall be deemed to have purchased and received from the Swing
        Line
        Lender, an undivided interest and participation to the extent of such other
        Lender’s Percentage in such Swing Line Loan (but such participation shall remain
        unfunded until required to be funded pursuant to Section
        2.4.3).

       

      2.4.3   Refunding
        of, or Funding of
        Participations in, Swing Line Loans.  The Swing Line Lender may
        at any time, in its sole discretion, on behalf of the Company (which hereby
        irrevocably authorizes the Swing Line Lender to act on its behalf) deliver
        a
        notice to the Administrative Agent (with a copy to the Company) requesting
        that
        each Lender (including the Swing Line Lender in its individual capacity)
        make a
        Revolving Loan (which shall be a Base Rate Loan) in such Lender’s Percentage of
        the aggregate amount of Swing Line Loans outstanding on such date for the
        purpose of repaying all Swing Line Loans (and, upon receipt of the proceeds
        of
        such Revolving Loans, the Administrative Agent shall apply such proceeds
        to
        repay Swing Line Loans); provided that if
        the
        conditions precedent to a borrowing of Revolving Loans are not then satisfied
        or
        for any other reason the Lenders may not then make Revolving Loans, then
        instead
        of making Revolving Loans each Lender (other than the Swing Line Lender)
        shall
        become immediately obligated to fund its participation in all outstanding
        Swing
        Line Loans and shall pay to the Administrative Agent for the account of the
        Swing Line Lender an amount equal to such Lender’s Percentage of such Swing Line
        Loans.  If and to the extent any Lender shall not have 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      made
        such amount available to the Administrative Agent by 2:00 P.M. on the Business
        Day on which such Lender receives notice from the Administrative Agent of
        its
        obligation to fund its participation in Swing Line Loans (it being understood
        that any such notice received after 12:00 noon on any Business Day shall
        be
        deemed to have been received on the next following Business Day), such Lender
        agrees to pay interest on such amount to the Administrative Agent for the
        Swing
        Line Lender’s account forthwith on demand for each day from the date such amount
        was to have been delivered to the Administrative Agent to the date such amount
        is paid, at a rate per annum equal to (a) for the first three days after
        demand,
        the Federal Funds Rate from time to time in effect and (b) thereafter, the
        Base
        Rate from time to time in effect.  Any Lender’s failure to make
        available to the Administrative Agent its Percentage of the amount of all
        outstanding Swing Line Loans shall not relieve any other Lender of its
        obligation hereunder to make available to the Administrative Agent such other
        Lender’s Percentage of such amount, but no Lender shall be responsible for the
        failure of any other Lender to make available to the Administrative Agent
        such
        other Lender’s Percentage of any such amount.

       

      2.4.4   Repayment
        of
        Participations.  Upon (and only upon) receipt by the
        Administrative Agent for the account of the Swing Line Lender of immediately
        available funds from or on behalf of the Company (a) in reimbursement of
        any
        Swing Line Loan with respect to which a Lender has paid the Administrative
        Agent
        for the account of the Swing Line Lender the amount of such Lender’s
        participation therein or (b) in payment of any interest on a Swing Line Loan,
        the Administrative Agent will pay to such Lender its pro rata share (according
        to its Percentage) thereof (and the Swing Line Lender shall receive the amount
        otherwise payable to any Lender which did not so pay the Administrative Agent
        the amount of such Lender’s participation in such Swing Line Loan).

       

      2.4.5   Participation
        Obligations
        Unconditional.  (a) Each Lender’s obligation to make available
        to the Administrative Agent for the account of the Swing Line Lender the
        amount
        of its participation interest in all Swing Line Loans as provided in Section 2.4.3 shall
        be absolute and unconditional and shall not be affected by any circumstance,
        including (i) any set-off, counterclaim, recoupment, defense or other right
        which such Lender may have against the Swing Line Lender or any other Person,
        (ii) the occurrence or continuance of an Event of Default or Unmatured Event
        of
        Default, (iii) any adverse change in the condition (financial or otherwise)
        of
        the Company or any Subsidiary thereof, (iv) any termination of the Commitments
        or (v) any other circumstance, happening or event whatsoever.

       

      (b)     
        Notwithstanding
        the provisions of clause (a) above,
        no
        Lender shall be required to purchase a participation interest in any Swing
        Line
        Loan if, prior to the making by the Swing Line Lender of such Swing Line
        Loan,
        the Swing Line Lender received written notice specifying that one or more
        of the
        conditions precedent to the making of such Swing Line Loan were not satisfied
        and, in fact, such conditions precedent were not satisfied at the time of
        the
        making of such Swing Line Loan.

       

      2.5    
Commitments
        Several.  The failure of any Lender to make a requested Loan on
        any date shall not relieve any other Lender of its obligation (if any) to
        make a
        Loan on such date, but no Lender shall be responsible for the failure of
        any
        other Lender to make any Loan to be made by such other Lender.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      2.6    
Certain
        Conditions.  Notwithstanding any other provision of this
        Agreement, no Lender shall have an obligation to make any Credit Extension
        if an
        Event of Default or Unmatured Event of Default exists or would result
        therefrom.

       

      SECTION
        3      RECORDKEEPING.

       

      Each
        Lender shall record in its records the date and amount of each Loan made
        by such
        Lender, each repayment or conversion thereof and, in the case of each Eurodollar
        Loan, the dates on which each Interest Period for such Loan shall begin and
        end.
        The aggregate unpaid principal amount so recorded shall be rebuttable
        presumptive evidence of the principal amount of the unpaid Loans made by
        such
        Lender. The failure to so record any such amount or any error in so recording
        any such amount shall not, however, limit or otherwise affect the obligations
        of
        the Company hereunder to repay the principal amount of the Loans made by
        such
        Lender together with all interest accruing thereon.

       

      SECTION
        4      INTEREST.

       

      4.1    Interest
        Rates.  The Company promises to pay interest on the unpaid
        principal amount of each Loan for the period commencing on the date such
        Loan is
        advanced until such Loan is paid in full as follows:

       

      (a)    in
        the case of Revolving Loans, (i) at all times such Loan is a Base Rate Loan,
        at
        a rate per annum equal to the Base Rate from time to time in effect; and
        (ii) at
        all times such Loan is a Eurodollar Loan, at a rate per annum equal to the
        sum
        of the Eurodollar Rate (Reserve Adjusted) applicable to each Interest Period
        for
        such Loan plus the Eurodollar Margin from time to time in effect;
        and

       

      (b)    in
        the case of Swing Line Loans, at a rate per annum equal to the Base Rate
        from
        time to time in effect;

       

      provided
        that, at the
        written request of the Required Lenders, at any time an Event of Default
        exists
        the interest rate applicable to each Loan shall be increased by 2%.

       

      4.2    Interest
        Payment
        Dates.  Accrued interest on each Base Rate Loan and Swing Line
        Loan shall be payable in arrears on the last Business Day of each calendar
        quarter and at maturity.  Accrued interest on each Eurodollar Loan
        shall be payable on the last day of each Interest Period relating to such
        Loan
        (and, in the case of a Eurodollar Loan with an Interest Period of more than
        three months), on each three-month anniversary of the first day of such Interest
        Period) and at maturity.  After maturity, accrued interest on all
        Loans shall be payable on demand.

       

      4.3    Setting
        and Notice of
        Eurodollar Rates.  The applicable Eurodollar Rate for each
        Interest Period shall be determined by the Administrative Agent, and notice
        thereof shall be given by the Administrative Agent promptly to the Company
        and
        each Lender.  Each determination of the applicable Eurodollar Rate by
        the Administrative Agent shall be conclusive and binding upon the parties
        hereto, in the absence of demonstrable error.  The Administrative
        Agent shall, upon written request of the Company or any Lender, deliver to
        the
        Company or such Lender a statement showing in reasonable detail the computations
        used by the Administrative Agent in determining any applicable Eurodollar
        Rate
        hereunder.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      4.4    Computation
        of
        Interest.  All determinations of interest for Base Rate Loans
        and Swing Line Loans when the Base Rate is determined by the Prime Rate shall
        be
        made on the basis of a year of 365 or 366 days, as the case may be, and the
        actual number of days elapsed.  All other computations of interest
        shall be computed for the actual number of days elapsed on the basis of a
        year
        of 360 days.  The applicable interest rate for each Base Rate Loan
        shall change simultaneously with each change in the Base Rate.

       

      SECTION
        5      FEES.

       

      5.1    Commitment
        Fee.  The Company agrees to pay to the Administrative Agent for
        the account of each Lender a commitment fee, for the period from the date
        on
        which the Effective Time occurs to the Termination Date, at a rate per annum
        equal to the Commitment Fee Rate in effect from time to time of the daily
        average of such Lender’s Percentage of the unused amount of the Commitment
        Amount.  For purposes of calculating usage under this Section, the
        Commitment Amount shall be deemed used to the extent of the sum of the aggregate
        outstanding principal amount of all Revolving Loans (but not Swingline Loans)
        and the Stated Amount of Letters of Credit at such time.  Such shall
        be payable in arrears on the last Business Day of each calendar quarter and
        on
        the Termination Date for any period then ending for which such commitment
        fee
        shall not have theretofore been paid.  The commitment fee shall be
        computed for the actual number of days elapsed on the basis of a year of
        360
        days.

       

      5.2    Letter
        of Credit
        Fees.  (a)  The Company agrees to pay to the
        Administrative Agent for the account of the Lenders pro rata according to
        their
        respective Percentages a letter of credit fee for each Letter of Credit in
        an
        amount equal to the LC Fee Rate per annum in effect from time to time of
        the
        undrawn amount of such Letter of Credit (computed for the actual number of
        days
        elapsed on the basis of a year of 360 days); provided that,
        at the
        written request of the Required Lenders, at any time an Event of Default
        exists
        the rate applicable to each Letter of Credit shall be increased by
        2%.  Such letter of credit fee shall be payable in arrears on the last
        Business Day of each calendar quarter and on the Termination Date (and, if
        any
        Letter of Credit remains outstanding on the Termination Date, thereafter
        on
        demand) for the period from the date of the issuance of each Letter of Credit
        to
        the date such payment is due or, if earlier, the date on which such Letter
        of
        Credit expired or was terminated.

       

      (b)    The
        Company agrees to pay each Issuing Lender a fronting fee for each Letter
        of
        Credit issued by such Issuing Lender in the amount separately agreed to between
        the Company and such Issuing Lender.

       

      (c)    In
        addition, with respect to each Letter of Credit, the Company agrees to pay
        to
        the applicable Issuing Lender, for its own account, such fees and expenses
        as
        such Issuing Lender customarily requires in connection with the issuance,
        negotiation, processing and/or administration of letters of credit in similar
        situations.

       

      5.3    Up-Front
        Fees.  The Company agrees to pay to the Lead Arranger for the
        account of the Lenders such up-front fees as have been previously agreed
        to by
        the Company, the Administrative Agent, the Lead Arranger and the
        Lenders.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      5.4    Administrative
        Agent’s and
        Lead Arranger’s Fees.  The Company agrees to pay to the
        Administrative Agent and the Lead Arranger such fees as are mutually agreed
        to
        from time to time by the Company, the Administrative Agent and the Lead
        Arranger.

       

      SECTION
        6   REPAYMENT
        OF LOANS; REDUCTION AND TERMINATION OF THE COMMITMENTS;
        PREPAYMENTS.

       

      6.1    Repayment
        of
        Loans.  

       

      (a)    All
        Revolving Loans shall be repaid in full on the Termination Date.

       

      (b)    All
        Swing Line Loans shall be repaid in full promptly following demand by the
        Swing
        Line Lender (and, in any event, on the Termination Date).

       

      6.2    Changes
        in the Commitment
        Amount.

       

      6.2.1      
        Voluntary
        Reductions and
        Termination of the Commitment Amount.  The Company may from
        time to time on at least three Business Days’ prior written notice (or such
        lesser time as is approved by the Administrative Agent) received by the
        Administrative Agent (which shall promptly advise each Lender thereof)
        permanently reduce (subject to any subsequent permitted increase in the
        Commitment Amount pursuant to Section 6.2.2) the
        Commitment Amount to an amount not less than the Total
        Outstandings.  Any such reduction shall be in an amount not less than
        $3,000,000 or a higher integral multiple of $1,000,000.  The Company
        may at any time on like notice terminate the Commitments upon payment in
        full of
        all Revolving Loans and Swing Line Loans and all other obligations of the
        Company hereunder in respect of such Loans and cash collateralization in
        full or
        the issuance of backstop letters of credit, pursuant to documentation in
        form
        and substance reasonably satisfactory to the Issuing Lenders, of all obligations
        arising with respect to the Letters of Credit.  All reductions of the
        Commitment Amount shall reduce the Commitments pro rata among the Lenders
        according to their respective Percentages.

       

      6.2.2      
        Increase
        in the Commitment
        Amount.  

       

      (a)    Notwithstanding
        any other provision of this Agreement (including Section 15.1), the
        Company may, from time to time, by means of a letter delivered to the
        Administrative Agent substantially in the form of Exhibit G, request
        that the Commitment Amount be increased; provided that (i)
        the
        aggregate amount of all such increases during the term of this Agreement
        shall
        not exceed $150,000,000 and (ii) any such increase in the Commitment Amount
        shall be in an integral multiple of $5,000,000.

       

      (b)    Any
        increase in the Commitment Amount may be effected by (i) increasing the
        Commitment of one or more Lenders which have agreed to such increase and/or
        (ii)
        subject to clause
        (d), adding one or more commercial banks or other Persons as a party
        hereto (each an “Additional Lender”)
        with a Commitment in an amount agreed to by any such Additional
        Lender.

       

      (c)    Any
        increase in the Commitment Amount pursuant to this Section 6.2.2 shall
        be effective three Business Days (or such other period agreed to by the
        Administrative Agent, the Company and, as applicable, each Lender that has
        agreed to increase its Commitment and each 

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Additional
        Lender) after the date on which the Administrative Agent has received and
        acknowledged receipt of the applicable increase letter in the form of Annex 1 (in the
        case
        of an increase in the Commitment of an existing Lender) or Annex 2 (in the
        case
        of the addition of an Additional Lender) to Exhibit
        G.

       

      (d)    No
        Additional Lender shall be added as a party hereto without the written consent
        of the Administrative Agent and, if such Additional Lender will have a
        Commitment, the Issuing Lenders and the Swing Line Lender (which consents
        shall
        not be unreasonably withheld), and no increase in the Commitment Amount may
        be
        effected if an Event of Default or an Unmatured Event of Default exists on
        the
        date of such proposed increase.

       

      (e)    The
        Administrative Agent shall promptly notify the Company and the Lenders of
        any
        increase in the Commitment Amount pursuant to this Section 6.2.2 and of
        the Commitment and Percentage of each Lender after giving effect
        thereto.  The parties hereto agree that, notwithstanding any other
        provision of this Agreement (including Section 15.1), the
        Administrative Agent, the Company, each Additional Lender and each increasing
        Lender, as applicable, may make arrangements to stage the timing of any such
        increase, or to cause an Additional Lender or an increasing Lender to
        temporarily hold risk participations in the outstanding Revolving Loans of
        the
        other Lenders (rather than fund its Percentage of all outstanding Revolving
        Loans concurrently with the applicable increase), in each case with a view
        toward minimizing breakage costs and transfers of funds in connection with
        any
        increase in the Commitment Amount.  The Company acknowledges that if,
        as a result of a non-pro-rata increase in the Commitment Amount, any Revolving
        Loans are prepaid or converted (in whole or in part) on a day other than
        the
        last day of an Interest Period therefor, then such prepayment or conversion
        shall be subject to the provisions of Section
        8.4.

       

      6.3    Prepayments.  

       

      6.3.1      
        Voluntary
        Prepayments.  The Company may from time to time prepay Loans in
        whole or in part, without premium or penalty; provided that the
        Company shall give the Administrative Agent (which shall promptly advise
        each
        Lender) notice thereof not later than 10:00 A.M. (or, in the case of prepayment
        of Swing Line Loans, 12:00 noon) on the date of such prepayment (which shall
        be
        a Business Day), specifying the Loans to be prepaid and the date and amount
        of
        prepayment.  Each partial prepayment of Revolving Loans shall be in a
        principal amount of $500,000 or a higher integral multiple of
        $100,000.  Any prepayment of a Eurodollar Loan on a day other than the
        last day of an Interest Period therefor shall include interest on the principal
        amount being repaid and shall be subject to Section 8.4.

       

      SECTION
        7  MAKING
        AND PRORATION OF PAYMENTS; SETOFF; TAXES.

       

      7.1    Making
        of
        Payments.  All payments of principal of or interest on the
        Loans, and of all commitment fees and Letter of Credit fees, shall be made
        by
        the Company to the Administrative Agent in immediately available funds at
        the
        office specified by the Administrative Agent not later than noon on the date
        due; and funds received after that hour shall be deemed to have been received
        by
        the Administrative Agent on the next following Business Day.  The
        Administrative Agent shall promptly remit to each Lender its share of all
        such
        payments received

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

       in
        collected funds by the Administrative Agent for the account of such
        Lender.  All payments under Section 8.1 shall
        be
        made by the Company directly to the Lender entitled thereto.

       

      7.2    Application
        of Certain
        Payments.  Subject to the requirements of Section
        6.3, each
        payment of principal shall be applied to such Loans as the Company shall
        direct
        by notice to be received by the Administrative Agent on or before the date
        of
        such payment or, in the absence of such notice, as the Administrative Agent
        shall determine in its discretion.  Concurrently with each remittance
        to any Lender of its share of any such payment, the Administrative Agent
        shall
        advise such Lender as to the application of such payment.

       

      7.3    Due
        Date
        Extension.  If any payment of principal or interest with
        respect to any of the Loans, or of commitment fees or Letter of Credit fees,
        falls due on a day which is not a Business Day, then such due date shall
        be
        extended to the immediately following Business Day (unless, in the case of
        a
        Eurodollar Loan, such immediately following Business Day is the first Business
        Day of a calendar month, in which case such date shall be the immediately
        preceding Business Day) and, in the case of principal, additional interest
        shall
        accrue and be payable for the period of any such extension.

       

      7.4    Setoff.  The
        Company agrees that the Administrative Agent and each Lender have all rights
        of
        set-off and bankers’ lien provided by applicable law, and in addition thereto,
        the Company agrees that at any time any Event of Default exists, the
        Administrative Agent and each Lender may apply to the payment of any obligations
        of the Company hereunder, whether or not then due, any and all balances,
        credits, deposits, accounts or moneys of the Company then or thereafter with
        the
        Administrative Agent or such Lender.

       

      7.5    Proration
        of
        Payments.  If any Lender shall obtain any payment or other
        recovery (whether voluntary, involuntary, by application of offset or otherwise,
        but excluding any payment pursuant to Section 8.7 or 15.9
        or any payment
        to the Swing Line Lender in respect of a Swing Line Loan) on account of
        principal of or interest on any of its Loans (or on account of its participation
        in any other Credit Extension) in excess of its pro rata share (in accordance
        with the terms of this Agreement) of payments and other recoveries obtained
        by
        all Lenders on account of principal of and interest on their respective Loans
        (or such participations) then held by them, such Lender shall purchase from
        the
        other Lenders such participation in the Loans (or sub-participations in the
        other Credit Extensions) held by them as shall be necessary to cause such
        purchasing Lender to share the excess payment or other recovery ratably with
        each of them according to their respective Percentages; provided that if
        all
        or any portion of the excess payment or other recovery is thereafter recovered
        from such purchasing Lender, the purchase shall be rescinded and the purchase
        price restored to the extent of such recovery.

       

      7.6    Taxes.  (a)
        Provided that a Lender, Participant or Assignee has complied in all material
        respects with its obligations pursuant to Section 7.6(c) and
(d)
        and Section 14.10, all
        payments by the Company of principal of, and interest on, the Loans and all
        other amounts payable hereunder to such Lender, Participant or Assignee shall
        be
        made free and clear of and without deduction for any present or future income,
        excise, stamp or other taxes, fees, duties, withholdings or other charges
        with
        respect thereto of any nature whatsoever imposed by any taxing authority
        (other
        than franchise taxes, branch profits taxes and other taxes imposed on or
        measured by net income, net profits or receipts) (all non-excluded items
        being
        called “Taxes”).  If


       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      any
        withholding or deduction from any payment to be made by the Company hereunder
        is
        required in respect of any Taxes pursuant to any applicable law, rule or
        regulation, then the Company 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 a certified copy of an official receipt
        or
        other documentation reasonably satisfactory to the Administrative Agent
        evidencing such payment to such authority; and

       

      (iii)    (except
        to the extent such withholding or deduction would not be required if such
        Lender’s, Participant’s or Assignee’s Exemption Representation were true and
        such Lender, Participant or Assignee or the Administrative Agent had properly
        completed and delivered the necessary forms to the Company as required by
Sections 7.6(d) and
14.10(a)
        through (c) to
        establish that it was not subject to any deduction or withholding) pay to
        the
        Administrative Agent for the account of such Lender, Participant or Assignee
        such additional amount or amounts as is necessary to ensure that the net
        amount
        actually received by such Lender, Participant or Assignee will equal the
        full
        amount such Lender, Participant or Assignee would have received had no such
        withholding or deduction been required.

       

      Moreover,
        if any Taxes are directly asserted against the Administrative Agent or any
        Lender, Participant or Assignee with respect to any payment received by the
        Administrative Agent or such Lender, Participant or Assignee hereunder, the
        Administrative Agent or such Lender, Participant or Assignee may pay such
        Taxes
        and the Company will (except to the extent such Taxes are payable by a Lender,
        Participant or Assignee and would not have been payable if such Lender’s,
        Participant’s or Assignee’s Exemption Representation were true and such Lender,
        Participant or Assignee or the Administrative Agent had properly completed
        and
        delivered the necessary forms to the Company as required by Sections 7.6(d) and
14.10(a)
        through (c) to
        establish that it was not subject to any deduction or withholding) promptly
        pay
        such additional amounts (including any penalty, interest and expense) as
        is
        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.

       

      (b)    If
        the Company fails to pay any Taxes payable hereunder when due to the appropriate
        taxing authority or fails to remit to the Administrative Agent, for the account
        of the respective Lender, Participant or Assignee the required receipts or
        other
        required documentary evidence, the Company shall indemnify such Lender,
        Participant or Assignee for any incremental Taxes, interest or penalties
        that
        may become payable by such Lender, Participant or Assignee as a result of
        any
        such failure; provided that the
        Company will not pay any Taxes (nor any interest or penalty relating thereto)
        that would not have been payable if such Lender’s, Participant’s or Assignee’s
        Exemption Representation were true and such Lender, Participant or Assignee
        had
        properly completed and delivered the necessary forms to the Company as required
        by Sections
        7.6(d) and 14.10(a)
        through
(c) to
        establish that it was not subject to any deduction or
        withholding.  For purposes of this Section 7.6, a
        distribution hereunder by the Administrative Agent or any Lender, Participant
        or
        Assignee to or for the account of any Lender, Participant or Assignee shall
        be
        deemed a payment by the Company.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      (c)    Each
        Lender, Participant and Assignee represents and warrants (such Lender’s,
        Participant’s or Assignee’s “Exemption
        Representation”) to the Company and the Administrative Agent that, as of
        the date of this Agreement (or (i) in the case of an Assignee, the date it
        becomes a party hereto or (ii) in the case of a Participant, the date it
        purchases a participation hereunder), it is entitled to receive payments
        hereunder without any deduction or withholding in respect of any Taxes pursuant
        to any applicable law, rule or regulation.

       

      (d)    In
        addition to satisfying the requirements of Section 14.10(a)
        through (c),
        upon the request from time to time of the Company or the Administrative Agent,
        each Lender, Participant and Assignee that is organized under the laws of
        a
        jurisdiction other than the United States of America shall, to the extent
        it may
        lawfully do so, execute and deliver to the Company and the Administrative
        Agent
        two or more (as the Company or the Administrative Agent may reasonably request)
        United States Internal Revenue Service Forms W-9, W-8BEN or W-8ECI or such
        other
        forms or documents, appropriately completed, as may be applicable to establish
        the extent, if any, to which a payment to such Lender, Participant or Assignee
        is exempt from withholding or deduction of Taxes.

       

      (e)    The
        Administrative Agent and each Lender, Participant or Assignee, as applicable,
        shall promptly and diligently pursue any available refund that, in the
        reasonable and good faith determination of the Administrative Agent or such
        Lender, Participant or Assignee, as applicable, is attributable to any tax
        with
        respect to which the Company has made a payment pursuant to this Agreement,
        and
        shall promptly remit immediately available funds to the Company in an amount
        equal to any such refund (including any interest received thereon).

       

      7.7    Non-Receipt
        of Funds by
        Administrative Agent.  Unless the Company or a Lender, as the
        case may be, notifies the Administrative Agent prior to the date on which
        it is
        scheduled to make payment to the Administrative Agent of (a) in the case
        of a
        Lender, the proceeds of a Loan or (b) in the case of the Company, a payment
        of
        principal, interest or fees to the Administrative Agent for the account of
        the
        Lenders, that it does not intend to make such payment, the Administrative
        Agent
        may assume that such payment has been made.  The Administrative Agent
        may, but shall not be obligated to, make the amount of such payment available
        to
        the intended recipient in reliance upon such assumption.  If a Lender
        or the Company, as the case may be, has not in fact made such payment to
        the
        Administrative Agent, the recipient of such payment shall, on demand by the
        Administrative Agent, repay to the Administrative Agent the amount so made
        available together with interest thereon in respect of each day during the
        period commencing on the date such amount was so made available by the
        Administrative Agent until the date the Administrative Agent recovers such
        amount at a rate per annum equal to (i) in the case of payment by a Lender,
        the
        Federal Funds Rate until the third Business Days after demand by the
        Administrative Agent and, thereafter, the interest rate applicable to the
        relevant Loan or (ii) in the case of payment by the Company, the interest
        rate
        applicable to the relevant obligation (of, if no interest rate is so specified,
        the Base Rate from time to time in effect).

       

      SECTION
        8     
        INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      8.1    Increased
        Costs.  (a)  If, after the date hereof, the adoption
        of any applicable law, rule or regulation, or any change therein, or any
        change
        in the interpretation or administration thereof by any Governmental Authority,
        central bank or comparable agency charged with the interpretation or
        administration thereof, or compliance by any Lender (or any Eurodollar Office
        of
        such Lender) with any request or directive (whether or not having the force
        of
        law) of any such authority, central bank or comparable agency

       

      (A)  
shall
        subject any Lender (or any Eurodollar Office of such Lender) to any additional
        tax, duty or other charge with respect to its Eurodollar Loans or its obligation
        to make Eurodollar Loans, or shall change the basis of taxation of payments
        to
        any Lender of the principal of or interest on its Eurodollar Loans or any
        other
        amounts due under this Agreement in respect of its Eurodollar Loans or its
        obligation to make Eurodollar Loans (except for changes in the rate of any
        franchise tax, branch profits tax or other tax imposed on or measured by
        the net
        income, net profits or receipts of such Lender or its Eurodollar Office imposed
        by the jurisdiction in which such Lender’s principal executive office or
        Eurodollar Office is located, in which such Lender is organized or in which
        such
        Lender is doing business); or

       

      (B)  
shall
        impose, modify or deem applicable any reserve (including any reserve imposed
        by
        the FRB, but excluding any reserve included in the determination of interest
        rates pursuant to Section 4), special
        deposit or similar requirement against assets of, deposits with or for the
        account of, or credit extended by any Lender (or any Eurodollar Office of
        such
        Lender); or

       

      (C)  
shall
        impose on any Lender (or its Eurodollar Office) any other condition affecting
        its Eurodollar Loans or its obligation to make Eurodollar Loans;

       

      and
        the result of any of the foregoing is to increase the cost to (or in the
        case of
        Regulation D of the FRB, to impose a cost on) such Lender (or any Eurodollar
        Office of such Lender) of making or maintaining any Eurodollar Loan, or to
        reduce the amount of any sum received or receivable by such Lender (or its
        Eurodollar Office) under this Agreement, then within 10 Business Days after
        written demand to the Company by such Lender (which demand shall be accompanied
        by a written statement setting forth the basis for such demand and a calculation
        of the amount thereof in reasonable detail, a copy of which shall be furnished
        to the Administrative Agent), the Company shall pay directly to such Lender
        such
        additional amount as will compensate such Lender for such increased cost
        or such
        reduction.

       

      (b)    If
        any Lender shall reasonably determine that (i) the adoption or phase-in of
        any
        applicable law, rule or regulation regarding capital adequacy, or any change
        therein, (ii) any change in the interpretation or administration thereof
        by any
        Governmental Authority, central bank or comparable agency charged with the
        interpretation or administration thereof, or (iii) compliance by any Lender
        or
        any Person controlling such Lender with any request or directive regarding
        capital adequacy (whether or not having the force of law) of any such authority,
        central bank or comparable agency, in each case having effect after the date
        hereof, has or would have the effect of reducing the rate of return on such
        Lender’s or such controlling Person’s capital as a consequence of such Lender’s
        obligations hereunder or under any Letter of Credit to a level below


       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      that
        which such Lender or such controlling Person could have achieved but for
        such
        adoption, change or compliance (taking into consideration such Lender’s or such
        controlling Person’s policies with respect to capital adequacy) by an amount
        deemed by such Lender or such controlling Person to be material, then from
        time
        to time, within 10 Business Days after written demand to the Company by such
        Lender (which demand shall be accompanied by a written statement setting
        forth
        the basis for such demand and a calculation of the amount thereof in reasonable
        detail, a copy of which shall be furnished to the Administrative Agent),
        the
        Company shall pay to such Lender such additional amount or amounts as will
        compensate such Lender or such controlling Person for such
        reduction.

       

      (c)    Notwithstanding
        the foregoing provisions of this Section 8.1, if any
        Lender fails to notify the Company of any event or circumstance which will
        entitle such Lender to compensation pursuant to this Section 8.1 within
        180 days after such Lender obtains knowledge of such event or circumstance,
        then
        such Lender shall not be entitled to compensation from the Company for any
        amount arising prior to the date which is 180 days before the date on which
        such
        Lender notifies the Company of such event or circumstance.

       

      8.2    Basis
        for Determining
        Interest Rate Inadequate or Unfair.  If with respect to any
        Interest Period:

       

      (a)    deposits
        in Dollars (in the applicable amounts) are not being offered to the
        Administrative Agent in the interbank eurodollar market for such Interest
        Period, or the Administrative Agent otherwise reasonably determines (which
        determination, if made in good faith, shall be binding and conclusive on
        the
        Company) that by reason of circumstances affecting the interbank eurodollar
        market adequate and reasonable means do not exist for ascertaining the
        applicable Eurodollar Rate; or

       

      (b)    the
        Required Lenders advise the Administrative Agent that the Eurodollar Rate
        (Reserve Adjusted) as determined by the Administrative Agent will not adequately
        and fairly reflect the cost to such Lenders of maintaining or funding such
        Eurodollar Loans for such Interest Period (taking into account any amount
        to
        which such Lenders may be entitled under Section
        8.1);

       

      then
        the
        Administrative Agent shall promptly notify the other parties thereof and,
        so
        long as such circumstances shall continue, (i) no Lender shall be under any
        obligation to make or convert into Eurodollar Loans, (ii) on the last day
        of the
        current Interest Period for each Eurodollar Loan, such Loan shall, unless
        then
        repaid in full, automatically convert to a Base Rate Loan and (iii) the Company
        may revoke any pending request for a borrowing of, conversion to or continuation
        of Eurodollar Loans and, if the Company fails to so revoke any such request,
        such request shall be deemed to be a request for a borrowing of Base Rate
        Loans.

       

      8.3    Changes
        in Law Rendering
        Eurodollar Loans Unlawful.  If, after the date hereof, any
        change in (including the adoption of any new) applicable laws or regulations,
        or
        any change in the interpretation of applicable laws or regulations by any
        governmental or other regulatory body charged with the administration thereof,
        should make it (or in the good faith judgment of any Lender cause a substantial
        question as to whether it is) unlawful for any Lender to make, maintain or
        fund
        Eurodollar Loans, then such Lender shall promptly notify each of the other
        parties hereto and, so long as such circumstances shall continue, (a) such
        Lender shall have no obligation to 

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      make
        or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently
        with the making of or conversion into Eurodollar Loans by the Lenders which
        are
        not so affected, in each case in an amount equal to such Lender’s pro rata share
        of all Eurodollar Loans which would be made or converted into at such time
        in
        the absence of such circumstances), (b) on the last day of the current Interest
        Period for each Eurodollar Loan of such Lender (or, in any event,  on
        such earlier date as may be required by the relevant law, regulation or
        interpretation), such Eurodollar Loan shall, unless then repaid in full,
        automatically convert to a Base Rate Loan and (c) the Company may revoke
        any
        pending request for a borrowing of, conversion to or continuation of Eurodollar
        Loans and, if the Company fails to so revoke any such request, such request
        shall be deemed to be a request for a borrowing of Base Rate
        Loans.  Each Base Rate Loan made by a Lender which, but for the
        circumstances described in the foregoing sentence, would be a Eurodollar
        Loan
        (an “Affected
        Loan”) shall remain outstanding as a Base Rate Loan for the same period
        as the Group of Eurodollar Loans of which such Affected Loan would be a part
        absent such circumstances.

       

      8.4    Funding
        Losses.  The Company hereby agrees that upon written demand by
        any Lender (which demand shall be accompanied by a written statement setting
        forth in reasonable detail the basis for the amount being claimed, a copy
        of
        which shall be furnished to the Administrative Agent), the Company will
        indemnify such Lender against any net loss or expense which such Lender may
        sustain or incur (including any net loss or expense incurred by reason of
        the
        liquidation or reemployment of deposits or other funds acquired by such Lender
        to fund or maintain any Eurodollar Loan), as reasonably determined by such
        Lender, as a result of (a) any payment, prepayment or conversion of any
        Eurodollar Loan of such Lender on a date other than the last day of an Interest
        Period for such Loan (including any conversion pursuant to Section 8.3) or (b)
        any failure of the Company to borrow or continue, or to convert any Loan
        into, a
        Eurodollar Loan on a date specified therefor in a notice of borrowing,
        continuation or conversion pursuant to this Agreement (including as a result
        of
        any revocation of a request for a borrowing of, conversion to or continuation
        of
        Eurodollar Loans pursuant to Section 8.2 or 8.3,
        regardless of
        whether the Company borrows Base Rate Loans in lieu of the requested Eurodollar
        Loans).  For purposes of this Section 8.4, all
        notices to the Administrative Agent pursuant to this Agreement shall be deemed
        to be irrevocable.

       

      8.5    Right
        of Lenders to Fund
        through Other Offices.  Each Lender may, if it so elects,
        fulfill its commitment as to any Eurodollar Loan by causing a foreign branch
        or
        affiliate of such Lender to make such Loan; provided that in
        such
        event, for purposes of this Agreement, such Loan shall be deemed to have
        been
        made by such Lender and the obligation of the Company to repay such Loan
        shall
        nevertheless be to such Lender and shall be deemed held by it, to the extent
        of
        such Loan, for the account of such branch or affiliate.

       

      8.6    Discretion
        of Lenders as to
        Manner of Funding.  Notwithstanding any provision of this
        Agreement to the contrary, each Lender shall be entitled to fund and maintain
        its funding of all or any part of its Loans in any manner it sees fit, it
        being
        understood, however, that for  purposes of this Agreement all
        determinations hereunder shall be made as if such Lender had actually funded
        and
        maintained each Eurodollar Loan during each Interest Period for such Loan
        through the purchase of deposits having a maturity corresponding to such
        Interest Period and bearing an interest rate equal to the Eurodollar Rate
        for
        such Interest Period.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      8.7    Mitigation
        of Circumstances;
        Replacement of Affected Lender.  (a)  Each Lender
        shall promptly notify the Company and the Administrative Agent of any event
        of
        which it has knowledge which will result in, and will use reasonable commercial
        efforts available to it (and not, in such Lender’s good faith judgment,
        otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any
        obligation by the Company to pay any amount pursuant to Section 7.6 or 8.1
        or (ii) the
        occurrence of any circumstance of the nature described in Section 8.2 or 8.3
        (and, if any
        Lender has given notice of any such event described in clause (i) or (ii)
        above and
        thereafter such event ceases to exist, such Lender shall promptly so notify
        the
        Company and the Administrative Agent).  Without limiting the
        foregoing, each Lender will designate a different funding office if such
        designation will avoid (or reduce the cost to the Company of) any event
        described in clause
        (i) or (ii)
        of the preceding
        sentence and such designation will not, in such Lender’s good faith judgment, be
        otherwise disadvantageous to such Lender.  Notwithstanding any
        provision of Section
        7.6 or 8.1,
        no Lender shall
        be entitled to request any payment pursuant to either such Section unless
        such
        Lender is generally demanding payment under comparable provisions of its
        agreements with similarly-situated borrowers of similar credit
        quality.

       

      (b)    At
        any time any Lender is an Affected Lender or would be an Affected Lender
        but for
        not having given notice to the Company, the Company may replace such Affected
        Lender as a party to this Agreement with one or more other bank(s) or financial
        institution(s) reasonably satisfactory to the Administrative Agent (and upon
        notice from the Company such Affected Lender shall assign pursuant to an
        Assignment Agreement, and without recourse or warranty, its Commitment, its
        Loans, its participation (if any) in Swing Line Loans and Letters of Credit,
        and
        all of its other rights and obligations hereunder to such replacement bank(s)
        or
        other financial institution(s) for a purchase price equal to the sum of the
        outstanding principal amount of the Loans so assigned, all accrued and unpaid
        interest thereon, its ratable share of all accrued and unpaid commitment
        fees
        and Letter of Credit fees, any amounts payable under Section 8.4 as a
        result of such Lender receiving payment of any Eurodollar Loan prior to the
        end
        of an Interest Period therefor and all other obligations owed to such Affected
        Lender hereunder).

       

      8.8    Conclusiveness
        of
        Statements; Survival of Provisions.  Determinations and
        statements of any Lender pursuant to Section 8.1, 8.2,
8.3
        or 8.4 shall
        be
        conclusive absent demonstrable error.  Lenders may use reasonable
        averaging and attribution methods in determining compensation under Sections 8.1 and
8.4,
        and the
        provisions of such Sections shall survive repayment of the Loans cancellation
        or
        expiration of the Letters of Credit and any termination of this
        Agreement.

       

      SECTION
        9    REPRESENTATIONS
        AND
        WARRANTIES.

       

      To
        induce the Administrative Agent and the Lenders to enter into this Agreement
        and
        to induce the Lenders to make Loans and issue or participate in Letters of
        Credit hereunder, the Parent and the Company represent and warrant to the
        Administrative Agent and the Lenders that:

       

      9.1    Organization,
        etc.  The Parent is a corporation duly organized, validly
        existing and, if applicable, in good standing under the laws of the State
        of
        Delaware; each Subsidiary is duly organized, validly existing and, if
        applicable, in good standing under the laws of the jurisdiction of its
        organization; and each of the Parent and each Subsidiary is duly qualified
        to do
        business in each jurisdiction where the nature of its business makes such
        qualification necessary (except in 

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      those
        instances in which the failure to be qualified or in good standing could
        not
        reasonably be expected to have a Material Adverse Effect) and has full power
        and
        authority to own its property and conduct its business as presently conducted
        by
        it.

       

      9.2    Authorization;
        No
        Conflict.  The execution and delivery by each of the Parent and
        the Company of this Agreement and each other Loan Document to which it is
        a
        party, the borrowings hereunder, the execution and delivery by each other
        Loan
        Party of each Loan Document to which it is a party and the performance by
        each
        Loan Party of its obligations under each Loan Document to which it is a party
        are within the organizational powers of such Loan Party, have been duly
        authorized by all necessary organizational action on the part of such Loan
        Party
        (including any necessary shareholder, partner or member action), have received
        all necessary governmental approval (if any shall be required), and do not
        and
        will not (a) violate any provision of any law, statute, rule or regulation
        or
        any order, writ, injunction, decree or judgment of any court or other government
        agency which is binding on any Loan Party, (b) contravene or conflict with,
        or
        result in a breach of, any provision of the certificate of incorporation,
        partnership agreement, by-laws or other organizational documents of such
        Loan
        Party or of any loan or credit agreement, indenture, or other material
        instrument or document which is binding on such Loan Party or any other
        Subsidiary or any property of any of the foregoing or (c) result in, or require,
        the creation or imposition of any Lien on any property of any Loan Party
        or any
        other Subsidiary (other than Liens arising under the Loan
        Documents).

       

      9.3    Validity
        and Binding
        Nature.  Each Loan Document to which any Loan Party is a party
        has been duly executed and delivered by such Loan Party and is the legal,
        valid
        and binding obligation of such Loan Party, enforceable against such Loan
        Party
        in accordance with its terms, subject to bankruptcy, insolvency and similar
        laws
        affecting the enforceability of creditors’ rights generally and to general
        principles of equity.

       

      9.4    Financial
        Condition.  (a) The audited consolidated financial statements
        of the Parent and its Subsidiaries as at December 30, 2006, copies of which
        have
        been delivered to each Lender, were prepared in accordance with GAAP and
        present
        fairly the consolidated financial condition of the Parent and its Subsidiaries
        as at such date and the results of their operations for the period then ended
        and (b) the unaudited consolidated financial statements of the Parent and
        its
        Subsidiaries as at September 27, 2007, copies of which have been delivered
        to
        each Lender, were prepared in accordance with GAAP (subject, in the case
        of such
        unaudited statements, to the absence of footnotes and to normal year-end
        adjustments) and present fairly the consolidated financial condition of the
        Parent and its Subsidiaries as at such date and the results of their operations
        for the period then ended. 

       

      9.5    No
        Material Adverse
        Change.  Since December 30, 2006, there has been no material
        adverse change in the business, assets, operations, condition (financial
        or
        otherwise) or prospects of the Parent and its Subsidiaries taken as a
        whole.

       

      9.6    Litigation
        and Contingent
        Liabilities.  No litigation (including derivative actions),
        arbitration proceeding, labor controversy or governmental investigation or
        proceeding is pending or, to the Company’s knowledge, threatened against the
        Parent or any Subsidiary which might reasonably be expected to have a Material
        Adverse Effect, except as set forth in Schedule
        9.6.  Other than any liability incident to such litigation or
        proceedings, neither the Parent nor any Subsidiary has any material contingent
        liabilities as of the date hereof not listed in such Schedule
        9.6.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      9.7    Ownership
        of Properties;
        Liens.  Except as set forth in Schedule
        9.7, each of
        the Parent and each Subsidiary owns good and, in the case of real property,
        marketable title to all of its properties and assets, real and personal,
        tangible and intangible, of any nature whatsoever, in each case necessary
        for
        the conduct of its business (including patents, trademarks, trade names,
        service
        marks and copyrights), free and clear of all Liens, charges and material
        claims
        (including material infringement claims which are pending or, to the knowledge
        of the Parent or any Subsidiary, threatened with respect to patents, trademarks,
        copyrights and the like) except as permitted pursuant to Section
        10.8.

       

      9.8    Subsidiaries.  As
        of the date hereof, the Parent has no Subsidiaries except those listed in
Schedule 9.8; and the
        Parent has no direct Subsidiary other than the Company.

       

      9.9    Pension
        Plans.  (a)  During the twelve-consecutive-month
        period prior to the date of the execution and delivery of this Agreement
        or the
        making of any Credit Extension hereunder, (i) no steps have been taken to
        terminate any Pension Plan, other than any such termination pursuant to Section
        4041(b) of ERISA, and (ii) no contribution failure has occurred with respect
        to
        any Pension Plan sufficient to give rise to a lien under Section 302(f) of
        ERISA.  No condition exists or event or transaction has occurred with
        respect to any Pension Plan which could reasonably be expected to have a
        Material Adverse Effect.

       

      (b)    All
        contributions (if any) have been made to any Multiemployer Pension Plan that
        are
        required to be made by the Parent or any other member of the Controlled Group
        under the terms of the plan or of any collective bargaining agreement or
        by
        applicable law; neither the Parent nor any member of the Controlled Group
        has
        withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred
        any withdrawal liability with respect to any such plan, received notice of
        any
        claim or demand for withdrawal liability or partial withdrawal liability
        from
        any such plan, and no condition has occurred which, if continued, could
        reasonably be expected to result in a withdrawal or partial withdrawal from
        any
        such plan; and neither the Parent nor any member of the Controlled Group
        has
        received any notice that any Multiemployer Pension Plan is in reorganization,
        that increased contributions may be required to avoid a reduction in plan
        benefits or the imposition of any excise tax, that any such plan is or has
        been
        funded at a rate less than that required under Section 412 of the Code, that
        any
        such plan is or may be terminated, or that any such plan is or may become
        insolvent.

       

      9.10    Investment
        Company
        Act.  Neither the Parent nor any Subsidiary is or is required
        to be registered as an “investment company” under the Investment Company Act of
        1940.

       

      9.11    Regulation
        U.  The Company is not engaged principally, or as one of its
        important activities, in the business of extending credit for the purpose
        of
        purchasing or carrying Margin Stock; and neither the Parent nor any Subsidiary
        owns any Margin Stock other than Unrestricted Margin Stock.

       

      9.12    Taxes.  Each
        of the Parent and each Subsidiary has filed all United States federal tax
        returns and other material tax returns required by law to have been filed
        by it
        and has paid all 

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      taxes
        and governmental charges thereby shown to be owing, except any such tax returns,
        taxes, fees or other charges (i) that are not delinquent and (ii) 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.

       

      9.13    Solvency,
        etc.  (a) At the Effective Time (and after giving effect to any
        right of contribution and subrogation), (i) the present fair saleable value
        of
        each Loan Party’s assets will exceed the amount that will be required to pay the
        probable liability of its debts and other liabilities, contingent or otherwise,
        as such debts and other liabilities become absolute and matured, and (ii)
        each
        Loan Party will be “solvent,” will be able to pay its debts as they mature, will
        own property with “fair saleable value” greater than the amount required to pay
        its debts as they become absolute and matured and will not have “unreasonably
        small capital” with which to carry on its business as then constituted (all
        quoted terms used in the foregoing clause (ii) having
        the respective meanings given thereto in applicable federal and state laws
        governing determinations of the insolvency of debtors).

       

                 
        (b)           
Immediately prior to and after giving effect to the making of each Credit
        Extension hereunder and the use of proceeds thereof, (i) the present fair
        saleable value of the assets of the Loan Parties, on a consolidated basis,
        will
        exceed the amount that will be required to pay the probable liability of
        the
        consolidated debts and other liabilities, contingent or otherwise, of the
        Loan
        Parties, as such debts and other liabilities become absolute and matured,
        and
        (ii) the Loan Parties, on a consolidated basis, will be “solvent,” will be able
        to pay their consolidated debts as they mature, will own consolidated property
        with “fair saleable value” greater than the amount required to pay their
        consolidated debts as they become absolute and matured and will not have
        “unreasonably small capital” on a consolidated basis with which to carry on
        their business as then constituted (all quoted terms used in the foregoing
clause (ii) having
        the respective meanings given thereto in applicable federal and state laws
        governing determinations of the insolvency of debtors).

       

      9.14    Environmental
        Matters.  The Parent and its Subsidiaries conduct in the
        ordinary course of business a review of the effect of existing Environmental
        Laws and Environmental Claims alleging potential liability or responsibility
        for
        violation of any Environmental Law on their respective businesses, operations
        and properties, and as a result thereof the Parent has reasonably concluded
        that, except as specifically disclosed in Schedule 9.14, such
        Environmental Laws and Environmental Claims would not, individually or in
        the
        aggregate, have a Material Adverse Effect.

       

      9.15    Information.  All
        information heretofore or contemporaneously herewith furnished in writing
        by the
        Parent or any Subsidiary to any Lender for purposes of or in connection with
        this Agreement and the transactions contemplated hereby is, and all written
        information hereafter furnished by or on behalf of the Parent or any Subsidiary
        to any Lender pursuant hereto or in connection herewith will be, true and
        accurate in every material respect on the date as of which such information
        is
        dated or certified, and none of such information is or will be incomplete
        by
        omitting to state any material fact necessary to make such information not
        misleading in light of the circumstances under which made as of the dates
        thereof (it being recognized by the Administrative Agent and the Lenders
        that
        (a) any projections and forecasts provided by the Parent or any Subsidiary
        are
        based on good faith estimates and assumptions believed by the Parent


       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      or
        such Subsidiary to be reasonable as of the date of the applicable projections
        or
        assumptions and that actual results during the period or periods covered
        by any
        such projections and forecasts will likely differ from projected or forecasted
        results and (b) any information provided by the Parent or any Subsidiary
        with
        respect to any Person or assets acquired or to be acquired by the Parent
        or any
        Subsidiary shall, for all periods prior to the date of such Acquisition,
        be
        limited to the knowledge of the Parent or the acquiring Subsidiary after
        reasonable inquiry).

       

      9.16    No
        Default.  No Loan Party is in default under any agreement,
        instrument or undertaking to which it is a party or by which it or any of
        its
        property is bound which could reasonably be expected to have a Material Adverse
        Effect.  No Event of Default or Unmatured Event of Default
        exists.

       

      9.17    No
        Burdensome
        Restrictions.  No Loan Party is a party to any agreement or
        instrument or subject to any other obligation or any charter or corporate
        restriction or any provision of any applicable law, rule or regulation which,
        individually or in the aggregate, could reasonably be expected to have a
        Material Adverse Effect.

       

      SECTION
        10    
        COVENANTS.

       

      Until
        the expiration or termination of the Commitments and thereafter until all
        obligations of the Company hereunder and under the other Loan Documents are
        paid
        in full and all Letters of Credit have been terminated, the Parent agrees
        that,
        unless at any time the Required Lenders shall otherwise expressly consent
        in
        writing, it will:

       

      10.1    Reports,
        Certificates and
        Other Information.  Furnish to the Administrative Agent (which
        will promptly forward copies thereof to each Lender):

       

      10.1.1      
        Audit
        Report.  Promptly when available and in any event within 90
        days after the close of each Fiscal Year:  (a) a copy of the annual
        audit report of the Parent and its Subsidiaries for such Fiscal Year, including
        therein consolidated balance sheets of the Parent and its Subsidiaries as
        of the
        end of such Fiscal Year and consolidated statements of earnings and cash
        flow of
        the Parent and its Subsidiaries for such Fiscal Year reported on without
        a
“going concern” exception, or a qualification arising out of the scope of the
        audit, by Deloitte & Touche LLP or other independent auditors of recognized
        standing selected by the Parent and reasonably acceptable to the Required
        Lenders; and (b) consolidating balance sheets of the Parent and its Subsidiaries
        as of the end of such Fiscal Year and consolidating statements of earnings
        and
        cash flow for the Parent and its Subsidiaries for such Fiscal Year, certified
        by
        a Responsible Financial Officer of the Parent.

       

      10.1.2      
        Quarterly
        Reports.  Promptly when available and in any event within 45
        days after the end of each Fiscal Quarter (except the last Fiscal Quarter)
        of
        each Fiscal Year, consolidated and consolidating balance sheets of the Parent
        and its Subsidiaries as of the end of such Fiscal Quarter, together with
        consolidated and consolidating statements of earnings and  cash flow
        for such Fiscal Quarter and for the period beginning with the first day of
        such
        Fiscal Year and ending on the last day of such Fiscal Quarter, certified
        by a
        Responsible Financial Officer of the Parent.

       

      10.1.3      
        Compliance
        Certificates.  Contemporaneously with the furnishing of a copy
        of each annual audit report pursuant to Section 10.1.1 and of
        each set of quarterly statements pursuant to 

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      Section
        10.1.2, (a) a
        duly completed compliance certificate in the form of Exhibit A, with
        appropriate insertions, dated the date of such annual report or such quarterly
        statements and signed by a Responsible Financial Officer of the Parent,
        containing a computation of each of the financial ratios and restrictions
        set
        forth in Section
        10.6 and to the effect that such officer has not become aware of any
        Event of Default or Unmatured Event of Default that has occurred and is
        continuing or, if there is any such event, describing it and the steps, if
        any,
        being taken to cure it; and (b) an updated organizational chart listing all
        Subsidiaries and the jurisdictions of their respective
        organization.

       

      10.1.4  Reports
        to SEC and to
        Shareholders.  Promptly upon the filing or sending thereof,
        copies of all regular, periodic or special reports of the Parent or any
        Subsidiary filed with the SEC (excluding exhibits thereto, provided that
        the
        Company shall promptly deliver any such exhibit to the Administrative Agent
        or
        any Lender upon request therefor); copies of all registration statements
        of the
        Parent or any Subsidiary filed with the SEC; and copies of all proxy statements
        or other communications made to shareholders generally concerning material
        developments in the business of the Parent or any Subsidiary.

       

      10.1.5  Notice
        of Default,
        Litigation, ERISA and Environmental Matters.  Promptly upon any
        Responsible Officer becoming aware of any of the following, written notice
        describing the same and the steps being taken by the Parent or the Subsidiary
        affected thereby with respect thereto:

       

      (a)    the
        occurrence of an Event of Default or an Unmatured Event of Default;

       

      (b)    any
        litigation, arbitration or governmental investigation or proceeding not
        previously disclosed by the Parent to the Lenders which has been instituted
        or,
        to the knowledge of the Parent or the Company, is threatened against the
        Parent
        or any Subsidiary or to which any of the properties of any thereof is subject
        which (i) has a reasonable likelihood of being adversely determined and (ii)
        if
        so determined, would reasonably be expected to have a Material Adverse
        Effect;

       

      (c)    the
        institution of any steps by any member of the Controlled Group or any other
        Person to terminate any Pension Plan (excluding the Star Termination), or
        the
        failure of any member of the Controlled Group to make a required contribution
        to
        any Pension Plan (if such failure is sufficient to give rise to a lien under
        Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking
        of
        any action with respect to a Pension Plan which could reasonably be expected
        to
        result in the requirement that the Parent furnish a bond or other security
        to
        the PBGC or such Pension Plan, or the occurrence of any event (excluding
        the
        Star Termination) with respect to any Pension Plan or Multiemployer Pension
        Plan
        which could result in the incurrence by any member of the Controlled Group
        of
        any material liability, fine or penalty (including any claim or demand for
        withdrawal liability or partial withdrawal from any Multiemployer Pension
        Plan),
        or any notice that any Multiemployer Pension Plan is in reorganization, that
        increased contributions may be required to avoid a reduction in plan benefits
        or
        the imposition of an excise tax, that any such plan is or has been funded
        at a
        rate less than that required under Section 412 of the Code, that any such
        plan
        is or may be terminated (except for the Star Termination), or that any such
        plan
        is or may become insolvent;

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      (d)       
        any
        cancellation (without replacement) or material change in any material insurance
        maintained by the Parent or any Subsidiary;

       

      (e)  
  any
        event (including any violation of any Environmental Law or the assertion
        of any
        Environmental Claim) which might reasonably be expected to have a Material
        Adverse Effect; or

       

      (f)        
        any
        setoff, claim (including any Environmental Claim), withholding or other defense
        to which any material portion of the collateral granted under any Collateral
        Document, or the Administrative Agent’s or the Lenders’ rights with respect to
        any material portion of such collateral, are subject.

       

      10.1.6    Subsidiaries.  Promptly
        upon any change in the list of its Subsidiaries from that set forth on Schedule 9.8 (or in
        the most recent notice pursuant to this Section), notification of such
        change.

       

      10.1.7    Management
        Reports.  Promptly upon the request of the Administrative Agent
        or any Lender, copies of all detailed financial and management reports submitted
        to the Parent by independent auditors in connection with each annual or interim
        audit made by such auditors of the books of the Parent.

       

      10.1.8    Projections.  As
        soon as practicable and in any event within 30 days after the commencement
        of
        each Fiscal Year, financial projections for the Parent and its Subsidiaries
        for
        such Fiscal Year prepared in a manner consistent with those projections
        delivered by the Parent to the Administrative Agent prior to the Effective
        Time.

       

      10.1.9    Other
        Information.  From time to time such other information
        concerning the Parent and its Subsidiaries as the Administrative Agent or
        any
        Lender may reasonably request.

       

      10.2      
        Books,
        Records and
        Inspections.  Keep, and cause each Subsidiary to keep, its
        books and records in accordance with sound business practices sufficient
        to
        allow the preparation of financial statements in accordance with GAAP; permit,
        and cause each Subsidiary to permit, at any reasonable time during normal
        business hours and with reasonable prior notice (or at any time without notice
        if an Event of Default exists), any Lender or the Administrative Agent or
        any
        representative thereof to inspect any or all of its offices, properties and
        operations, to discuss its financial matters with its officers and its
        independent auditors (and the Parent hereby authorizes such independent auditors
        to discuss such financial matters with any Lender or the Administrative Agent
        or
        any representative thereof whether or not any representative of the Parent
        or
        any Subsidiary is present), and to examine (and, at the expense of the Parent
        or
        the applicable Subsidiary, photocopy extracts from) any of its books or other
        corporate records; and permit, and cause each Subsidiary to permit, the
        Administrative Agent to perform periodic field examinations of the Parent
        and
        its Subsidiaries at such times as the Administrative Agent or the Required
        Lenders (in each case in consultation with the Company) may elect; provided that the
        Loan Parties shall not be obligated to pay for more than one field examination
        in any Fiscal Year (excluding any field examination conducted at a time when
        any
        Event of Default exists).

       

      10.3  
  Insurance.  Maintain,
        and cause each Subsidiary to maintain, with responsible insurance companies,
        such insurance as may be required by any law or governmental regulation or
        

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      court
        decree or order applicable to it and such other insurance, to such extent
        and
        against such hazards and liabilities, as is customarily maintained by companies
        similarly situated; and, upon request of the Administrative Agent, furnish
        to
        the Administrative Agent a certificate setting forth in reasonable detail
        the
        nature and extent of all insurance maintained by the Parent and its
        Subsidiaries.

       

      10.4    Compliance
        with Laws,
        Material Contracts; Payment of Taxes and Liabilities.  (a)
        Comply, and cause each Subsidiary to comply, in all material respects with
        all
        material applicable laws, rules, regulations, decrees, orders, judgments,
        licenses, material contracts and permits, noncompliance with which could
        reasonably be expected to have, individually or in the aggregate, a Material
        Adverse Effect; and (b) pay, and cause each Subsidiary to pay, prior to
        delinquency, all United States federal taxes and all other material taxes
        and
        governmental charges against it or any of its property, as well as claims
        of any
        kind which, if unpaid, might become a Lien on any of its property, other
        than
        Liens permitted by Section 10.8; provided
        that the
        foregoing shall not require the Parent or any Subsidiary to pay any such
        tax or
        charge so long as it shall contest the validity thereof in good faith by
        appropriate proceedings and shall set aside on its books adequate reserves
        with
        respect thereto in accordance with GAAP.

       

      10.5    Maintenance
        of Existence,
        etc.  Maintain and preserve, and (subject to Section
        10.10) cause
        each Subsidiary to maintain and preserve, (a) its existence and, if applicable,
        good standing in the jurisdiction of its formation; provided that any
        Subsidiary (other than the Company) may liquidate or dissolve if the Company
        determines in good faith that such liquidation or dissolution is in the best
        interests of the Company and is not materially disadvantageous to the Lenders),
        and (b) its qualification and good standing as a foreign company in each
        jurisdiction where the nature of its business makes such qualification necessary
        (except in those instances in which the failure to be qualified or in good
        standing does not have a Material Adverse Effect).

       

      10.6    Financial
        Covenants.

       

      10.6.1      
        Fixed
        Charge Coverage
        Ratio.  Not permit the Fixed Charge Coverage Ratio as of the
        last day of any Computation Period to be less than 1.25 to 1.0.

       

      10.6.2      
        Leverage
        Ratio.  Not permit the Leverage Ratio as of the last day of any
        Fiscal Quarter to exceed 3.50 to 1.0.

       

      10.7         
        Limitations
        on
        Debt.  Not, and not permit any Subsidiary to, create, incur,
        assume or suffer to exist any Debt, except:

       

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

       

      (b)    unsecured
        seller Debt which represents all or part of the purchase price payable in
        connection with a transaction permitted by Section 10.10(c);
provided
        that
        (i) the aggregate outstanding principal amount of all such Debt shall not
        at any
        time exceed $15,000,000 and (ii) all such Debt shall have terms that are
        reasonably acceptable to the Administrative Agent;

       

      (c)      
        Debt
        secured by Liens permitted by Section 10.8(d);
provided
        that
        the aggregate amount of all such Debt at any time outstanding shall not exceed
        $2,000,000;

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      (d)      
        Debt
        of Subsidiaries owed to the Parent or any other Subsidiary;

       

      (e)      
        Hedging
        Obligations of the Company or any Subsidiary incurred in the ordinary course
        of
        business for bona fide hedging purposes and not for speculation;

       

      (f)      
        unsecured
        Debt of the Company to Subsidiaries;

       

      (g)      
        Subordinated
        Debt;

       

      (h)      
        Debt
        existing on the date hereof and listed on Schedule 10.7(h), and
        refinancings, amendments, restatements, supplements, refundings, renewals
        or
        extensions of any such Debt so long as the principal amount of such Debt
        (as so
        refinanced or otherwise modified) is not increased and the terms applicable
        to
        such Debt (as so refinanced or otherwise modified) are no less favorable
        to the
        Company or the applicable Subsidiary in any material respect than the terms
        in
        effect immediately prior to such refinancing or other modification (except
        that
        interest and fees payable with respect to such Debt (as so refinanced or
        modified) may be at the then-prevailing market rates);

       

      (i)      
        Debt
        from the Parent owing to the Company solely to the extent that the proceeds
        of
        such Debt are used by the Parent to pay its taxes and reasonable accounting,
        legal and corporate overhead expenses, in each case as they become
        due;

       

      (j)      
        subject
        to the limitations set forth in Section 10.8(k), Debt
        arising under Capital Leases;

       

      (k)     
        Suretyship
        Liabilities permitted by Section 10.19;
        and

       

      (l)      
        other
        Debt in an aggregate principal amount not to exceed $25,000,000 at any
        time.

       

      10.8    Liens.  Not,
        and not permit any Subsidiary to, create or permit to exist any Lien on any
        of
        its real or personal properties, assets or rights of whatsoever nature (whether
        now owned or hereafter acquired), except:

       

      (a)     
        Liens
        for taxes or other governmental charges not at the time delinquent or being
        contested in good faith by appropriate proceedings and, in each case, for
        which
        it maintains adequate reserves;

       

      (b)     
        Liens
        arising in the ordinary course of business (such as (i) Liens of carriers,
        warehousemen, landlords, mechanics, repairmen and materialmen and other similar
        Liens imposed by law, (ii) deposits to secure trade contracts entered into
        in
        the ordinary course of business and (iii) Liens incurred in connection with
        worker’s compensation, unemployment compensation and other types of social
        security (excluding Liens arising under ERISA) or in connection with leases,
        surety bonds, bids, performance bonds and similar obligations) for sums not
        overdue for a period of more than 30 days or being contested in good faith
        by
        appropriate proceedings and not involving any deposits (other than deposits
        in
        the ordinary course of business that are customary with respect to the type
        of
        obligations secured and deposits permitted by Section 10.19(f), but
        excluding bonds of the types described in subsection (e) below)
        or advances or borrowed money or the deferred purchase price of property
        or
        services, and, in each case, for which it maintains adequate
        reserves;

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      (c)     
        Liens
        identified in Schedule
        10.8 and Liens securing refinancings, refundings, renewals, replacements
        or extensions of the Debt originally secured by such Liens; provided that the
        amount of Debt secured thereby is not increased;

       

      (d)           
        subject
        to the limitations set forth in Section 10.7(c), (i)
        Liens existing on property at the time of the acquisition thereof by the
        Company
        or any Subsidiary (and not created in contemplation of such acquisition)
        and
        (ii) Liens that constitute purchase money security interests on any property
        securing debt  incurred for the purpose of financing all or any part
        of the cost of acquiring, constructing or improving such property, provided that any
        such Lien attaches to such property within 60 days of the acquisition thereof
        and such Lien attaches solely to the property so acquired, and any refinancing,
        amendment, restatement, supplement, renewal or extension of any such Lien
        (or
        the debt secured thereby) so long as the principal amount of the obligations
        secured by such Lien is not increased and such Lien does not extend to any
        other
        property of the Company or any Subsidiary;

       

      (e)            attachments,
        appeal bonds, judgments and other similar Liens, for sums not exceeding
        $1,000,000 in the aggregate arising in connection with court proceedings,
        provided the execution or other enforcement of such Liens is effectively
        stayed
        and the claims secured thereby are being actively contested in good faith
        and by
        appropriate proceedings;

       

      (f)             leases,
        subleases, encroachments, subdivisions, easements, rights of way, restrictions,
        minor defects or irregularities in title and other similar Liens not interfering
        in any material respect with the ordinary conduct of the business of the
        Company
        or any Subsidiary;

       

      (g)           
        Liens
        in favor of the Administrative Agent arising under the Loan
        Documents;

       

      (h)           
        Liens
        arising solely by virtue of any statutory or common law provision relating
        to
        banker’s liens, rights of set-off or similar rights and remedies as to deposit
        accounts or other funds maintained with a creditor depository
        institution;

       

      (i)       
        licenses
        of patents, trademarks, or other intellectual property rights granted in
        the
        ordinary course of business;

       

      (j)      
        any
        interest or title of a lessor, licensor or sublessor under any lease or license
        entered into the ordinary course of its business and covering only the assets
        so
        leased or licensed;

       

      (k)     
        Liens
        arising under Capital Leases, Liens securing Subordinated Debt and other
        Liens
        not otherwise permitted by this Section 10.8 so
        long as the aggregate outstanding principal amount of the obligations secured
        by
        the foregoing does not exceed $10,000,000 at any time outstanding;

       

      (l)      
        Liens
        deemed to exist in connection with Investments in repurchase agreements
        permitted by Section
        10.19;

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      (m)    
Liens
        securing Debt facilities of Foreign Subsidiaries provided the aggregate
        outstanding principal amount of all obligations so secured will not at any
        time
        exceed $15,000,000; and

       

      (n)     
        Liens
        on Unrestricted Margin Stock.

       

      10.9    Restricted
        Payments.  Not, and not permit any Subsidiary to, (a) declare
        or pay any dividends on any of its capital stock (other than stock dividends),
        (b) purchase or redeem any such stock or any warrants, options or other similar
        rights in respect of such stock, (c) make any other distribution to any
        shareholder with respect to such shareholder’s equity interest, (d) pay any
        principal or interest on, or purchase, redeem or defease, any Subordinated
        Debt,
        or (e) set aside funds for any of the foregoing; provided that (i)
        any
        Subsidiary may declare and pay dividends to the Company or to any other
        Subsidiary, (ii) the Company or the Parent, as the case may be, may make
        regularly scheduled payments on any Subordinated Debt if the holder of such
        Subordinated Debt is permitted to receive such payments at such time under
        the
        applicable agreement or instrument governing such Subordinated Debt and any
        applicable subordination agreement and/or intercreditor agreement, (iii)
        the
        Company or any Subsidiary may declare and pay dividends to the Parent to
        the
        extent necessary to enable the Parent to pay its taxes, accounting, legal
        and
        corporate overhead expenses as they become due, (iv) the Parent and any of
        its
        Subsidiaries may (A) purchase, redeem, retire or otherwise acquire shares
        of its
        capital stock or warrants or options from current or former officers, directors
        or employees of the Parent or any of its Subsidiaries upon the death,
        disability, resignation or termination of employment of such individual in
        an
        aggregate amount not to exceed $100,000 in any Fiscal Year and (B) redeem
        stock
        or options in connection with its equity plans in an aggregate amount not
        to
        exceed $5,000,000 in any Fiscal Year (and the Company may declare and pay
        dividends to the Parent to the extent necessary to enable the Parent to make
        such redemptions); (v) so long as no Event of Default or Unmatured Event
        of
        Default exists or will result therefrom, the Company and any of its Subsidiaries
        may declare and pay dividends to the Parent to the extent necessary to enable
        the Parent to make regularly scheduled payments on any Subordinated Debt
        if the
        holder of such Subordinated Debt is permitted to receive such payments at
        such
        time under any applicable subordination agreement and/or intercreditor
        agreement; (vi) so long as no Event of Default or Unmatured Event of Default
        exists or will result therefrom, the Parent may declare cash dividends to
        its
        shareholders or repurchase shares of its stock from shareholders (such dividends
        and repurchases “Shareholder
        Payments”) so long as the amount of dividends declared and stock
        repurchased in any Computation Period shall not exceed 15% of EBITDA for
        such
        Computation Period; and (vii) the Parent may pay cash dividends declared
        in
        accordance with the foregoing clause (vi) and the
        Company may pay dividends to the Parent to the extent necessary to enable
        the
        Parent to make Shareholder Payments.

       

      10.10   Mergers,
        Consolidations,
        Sales.  Not, and not permit any Subsidiary to, be a party to
        any merger or consolidation, or purchase or otherwise acquire all or
        substantially all of the assets or any stock of any class of, or any partnership
        or joint venture interest in, any other Person, or (except for the sale or
        lease
        of inventory in the ordinary course of business) sell, transfer, convey or
        lease
        all or any substantial part of its assets, or sell or assign with or without
        recourse any receivables, except for (a) any such merger or consolidation,
        sale,
        transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary
        into the Company or into, with or to any other wholly-owned Subsidiary; (b)
        any
        such purchase or other acquisition (and the corresponding sale or other
        transfer) by the Company or any wholly-owned Subsidiary of the assets or
        stock
        of 

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      any
        wholly-owned Subsidiary; (c) any Permitted Acquisition; (d) sales or assignments
        of receivables in the ordinary course of business consistent with past practice;
        (e) sales and other dispositions of Unrestricted Margin Stock; (f) sales
        and
        dispositions of assets (including the stock of Subsidiaries) so long as the
        net
        book value of all assets sold or otherwise disposed of in any Fiscal Year
        (excluding sales and assignments described in clause (a), (b),
(d)
        or (e) above)
        does not
        exceed $10,000,000; and (g) Investments permitted by Section
        10.19(n).

       

      10.11    Use
        of Proceeds; Restriction
        on Margin Stock.  Use the proceeds of the Loans solely to
        finance the Star Merger, to finance fees and expenses associated with the
        Star
        Merger; to refinance existing Debt of the Company and the Target; and to
        finance
        the working capital of the Company and its Subsidiaries, to pay expenses
        and
        fees on connection with the refinancing of the existing Debt, for permitted
        capital expenditures, to make Permitted Acquisitions and for other general
        corporate purposes; and not purchase or otherwise acquire, directly or
        indirectly, any Margin Stock other than Unrestricted Margin Stock.

       

      10.12    Further
        Assurances.  Take, and cause each Subsidiary to take, such
        actions as are necessary, or as the Administrative Agent (or the Required
        Lenders acting through the Administrative Agent) may reasonably request,
        from
        time to time (including the execution and delivery of guaranties, security
        agreements, pledge agreements, financing statements, mortgages, deeds of
        trust,
        Collateral Access Agreements and other documents, the filing or recording
        of any
        of the foregoing, the delivery of stock certificates, notes and other collateral
        with respect to which perfection is customarily obtained by possession, and
        the
        delivery of opinions of counsel with respect to any of such documents) to
        ensure
        that (i) the obligations of the Company hereunder and under the other Loan
        Documents and any Hedging Obligations of the Company owing to any Lender
        or any
        Affiliate of any Lender are secured by first-priority Liens (subject only
        to
        Liens permitted by the Loan Documents) on substantially all of the assets
        of the
        Company and guaranteed by all of the Subsidiaries (including, promptly upon
        the
        acquisition or creation thereof, any Subsidiary acquired or created after
        the
        date hereof) by execution of a counterpart of the Subsidiary Guaranty; provided that no
        Foreign Subsidiary shall have an obligation to execute a counterpart of the
        Subsidiary Guaranty; and (ii) the obligations of the Parent under the Parent
        Guaranty and of each Subsidiary Guarantor under the Subsidiary Guaranty and
        any
        Hedging Obligations of the Parent or such Subsidiary Guarantor owing to any
        Lender or any Affiliate of any Lender are secured by first-priority Liens
        (subject only to Liens permitted by the Loan Documents) on substantially
        all of
        the assets of the Parent or such Subsidiary
        Guarantor.  Notwithstanding the foregoing or any other provision of
        any Loan Document, (a) without limiting clause (c) below,
        neither the Parent, the Company nor any other domestic Subsidiary shall be
        required to pledge more than 65% of the stock of any Foreign Subsidiary;
        (b) no
        Foreign Subsidiary shall be required to pledge any of its assets, including
        the
        stock of any other Foreign Subsidiary; and (c) unless requested by the
        Administrative Agent or the Required Lenders, neither the Company nor any
        domestic Subsidiary shall be required to pledge any stock of Middleby Japan
        Corporation, G.S. Blodgett International, Limited, Fab Asia, Middleby Korea
        Corporation, Middleby China Corporation, Middleby España, S.L. or any other
        Foreign Subsidiary created or acquired after the date hereof.

       

      10.13    Transactions
        with
        Affiliates.  Not, and not permit any Subsidiary to, enter into,
        or cause, suffer or permit to exist any transaction, arrangement or contract
        with any of its other Affiliates (other than the Parent and its Subsidiaries)
        which is on terms which are less favorable 

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      than
        are obtainable from any Person which is not one of its Affiliates; provided that the
        Parent may reimburse reasonable expenses and pay reasonable compensation
        and
        provide indemnification and insurance to its officers and directors consistent
        with past practice.

       

      10.14    Employee
        Benefit
        Plans.  Maintain, and cause each Subsidiary to maintain, each
        Pension Plan in substantial compliance with all applicable requirements of
        law
        and regulations.

       

      10.15    Environmental
        Laws.  Conduct, and cause each Subsidiary to conduct, its
        operations and keep and maintain its property in material compliance with
        all
        Environmental Laws (other than Immaterial Laws).

       

      10.16    Unconditional
        Purchase
        Obligations.  Not, and not permit any Subsidiary to, enter into
        or be a party to any material contract for the purchase of materials, supplies
        or other property or services, if such contract requires that payment be
        made by
        it regardless of whether or not delivery is ever made of such materials,
        supplies or other property or services; provided that the
        foregoing shall not prohibit the Parent or any Subsidiary from entering into
        options for the purchase of particular assets or businesses.

       

      10.17    Inconsistent
        Agreements.  Not, and not permit any Subsidiary to, enter into
        any loan or credit agreement, indenture or other material instrument or document
        containing any provision which (a) would be violated or breached by any
        borrowing, or the obtaining of any Letter of Credit, by the Company hereunder
        or
        by the performance by the Parent, the Company or any other Subsidiary of
        any of
        its obligations hereunder or under any other Loan Document or (b) would prohibit
        the Parent, the Company or any other domestic Subsidiary from granting to
        the
        Administrative Agent, for the benefit of the Lenders, a Lien on any of its
        assets (other than (i) any prohibition with respect to an asset subject to
        a
        Lien or purchase money security interest securing Debt permitted by Section 10.7(c) or
10.7(j)
        or a
        Lien permitted by Section 10.8(c)),
        (ii) customary non-assignment provisions in leases not prohibited by the
        terms
        of this Agreement), (iii) any prohibition applicable solely to the property
        or
        assets of any Foreign Subsidiary and (iv) any prohibition pursuant to customary
        agreements providing for the licensing of intellectual property by third
        parties
        to the Parent or any Subsidiary in the ordinary course of business that
        restricts the sublicensing, pledge, transfer or assignment of the licensee’s
        rights thereunder.

       

      10.18   Business
        Activities.  (a) Not engage in any business activity other than
        (i) the ownership of the capital stock of the Company and (ii) activities
        incidental thereto and (b) not permit any Subsidiary to engage in any line
        of
        business other than those engaged in by the Company and its Subsidiaries
        at the
        Effective Time and businesses reasonably related thereto.

       

      10.19   Advances
        and Other
        Investments.  Not, and not permit any Subsidiary to, make,
        incur, assume or suffer to exist any Investment in any other Person, except
        (without duplication) the following:

       

      (a)       equity
        Investments existing at the Effective Time in Subsidiaries identified in
Schedule
        9.8;

       

      (b)      
        equity
        Investments in Subsidiaries (or entities which are to become Subsidiaries)
        in
        connection with transactions permitted by Section 10.10(a),
(b)
        or (c);

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      (c)       in
        the ordinary course of business, contributions by the Parent to the capital
        of
        the Company, by the Company to any of its Subsidiaries or by any such Subsidiary
        to the capital of any of its Subsidiaries;

       

      (d)       in
        the ordinary course of business, Investments by the Parent in the Company,
        by
        the Company in any of its Subsidiaries or by any Subsidiary in the Company
        or
        any other Subsidiary of the Company, by way of intercompany loans, advances
        or
        guaranties of the obligations of such other Persons;

       

      (e)       Suretyship
        Liabilities permitted by Section
        10.7;

       

      (f)       
        good
        faith deposits and the like made in connection with prospective Acquisitions
        permitted by Section
        10.10;

       

      (g)           
        Cash
        Equivalent Investments;

       

      (h)            
        bank
        deposits in the ordinary course of business and consistent with past practice;
        provided that
        the aggregate amount of all such deposits (excluding (x) amounts in payroll
        accounts, disbursement accounts or for accounts payable, in each case to
        the
        extent that checks have been issued to third parties and (y) amounts maintained
        (in the ordinary course of business consistent with past practice) in accounts
        of any Person which is acquired by the Parent or a Subsidiary in accordance
        with
        the terms hereof during the 45 days following the date of such Acquisition)
        which are maintained by the Parent and its domestic Subsidiaries with any
        bank
        that is not a Lender shall not at any time exceed $500,000 in the
        aggregate;

       

      (i)        Investments
        received in connection with the creation and collection of receivables in
        the
        ordinary course of business;

       

      (j)        Investments
        set forth on Schedule
        10.19;

       

      (k)      
        Permitted
        Acquisitions;

       

      (l)       
        Investments
        in mutual funds not otherwise permitted by clauses (a) through
        (k) above
        in an
        aggregate amount not to exceed $2,000,000 at any time outstanding;

       

      (m)     
        Loans
        to the Parent permitted by Section 10.7(i);
        and

       

      (n)      
        other
        Investments in an aggregate amount (valued at cost) not exceeding $1,000,000
        at
        any time outstanding;

       

      provided
        that no
        Investment otherwise permitted by clause (b), (e)
        or (f) shall
        be
        permitted to be made if, immediately before or after giving effect thereto,
        any
        Event of Default or Unmatured Event of Default shall have occurred and be
        continuing.

       

      10.20   Foreign
        Subsidiaries.  Not at any time permit more than 25% of its
        consolidated assets to be owned by, or more than 45% of its consolidated
        revenues for any Fiscal Quarter to be earned by, Foreign
        Subsidiaries.

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      10.21        
        Amendments
        to Certain
        Documents.  Not, and not permit any Subsidiary to, make or
        agree to any amendment to or modification of, or waive any of its rights
        under,
        any of the terms of (a) the Star Acquisition Agreement if such amendment,
        modification or waiver would adversely affect the interests of the Lenders
        in
        any material respect or (b) any agreement or instrument governing any
        Subordinated Debt which would (i) have the effect of (x) providing for earlier
        payment in respect of principal or redemptions or otherwise, (y) requiring
        collateral or guarantees to secure any Subordinated Debt or (z) increasing
        the
        interest rate payable with respect to any Subordinated Debt or (ii) otherwise
        adversely affect the interest of the Lenders in any material
        respect.

       

      10.22  
 Real
        Estate
        Documents.

       

      (a) 
   Within
        60 days after the Effective Time deliver to the Agent an amendment to each
        existing Mortgage, a title insurance date down endorsement and other documents
        related to real estate collateral, as the Administrative Agent may reasonably
        request.

       

      (b)  
  In
        the case of each parcel of real property acquired in fee by the Company or
        any
        domestic Subsidiary after the date hereof, deliver to the Administrative
        Agent
        promptly after the acquisition of such real property (i) an ALTA Loan Title
        Insurance Policy issued by an insurer acceptable to the Administrative Agent
        (and, for purposes hereof, the Administrative Agent acknowledges that Chicago
        Title Insurance Company and Stewart Title Company are acceptable insurers)
        or a
        title insurance binder thereof marked by an authorized representative of
        such
        title company, insuring the Administrative Agent’s Lien on such real property
        and containing such endorsements as the Administrative Agent may reasonably
        require (it being understood that the amount of coverage, exceptions to coverage
        and status of title set forth in such policy shall be reasonably acceptable
        to
        the Administrative Agent), (ii) copies of all documents of record concerning
        such real property as shown on the commitment for the ALTA Loan Title Insurance
        Policy referred to in clause (i) and (iii)
        a flood insurance policy concerning such real property, reasonably satisfactory
        to the Administrative Agent, if required by the Flood Disaster Protection
        Act of
        1973.

       

      (c)  
  In
        the case of each parcel of real property leased (as lessee) by the Company
        or
        any domestic Subsidiary after the Effective Time, use commercially reasonable
        efforts to deliver, or to cause to be delivered to the Administrative Agent
        promptly after the effectiveness of such lease, (i) a Collateral Access
        Agreement from the owner and each mortgagee of such property waiving any
        landlord’s or mortgagee’s Lien in respect of personal property of any Loan Party
        kept at the premises subject to such lease (unless the delivery of such
        Collateral Access Agreement is waived by the Administrative Agent); and (ii)
        if
        requested by the Administrative Agent, a leasehold Mortgage for such property
        and the documents listed in clause (a) above
        with
        respect to such property.

       

      SECTION
        11    EFFECTIVENESS;
        CONDITIONS
        OF LENDING, ETC.

       

      11.1         
        Effectiveness.   This
        Agreement shall become effective at the time (the “Effective Time”) at
        which the Administrative Agent shall have received (a) all amounts which
        are
        then due and payable pursuant to Section 5 and (to
        the
        extent billed) Section
        15.6; (b) evidence satisfactory to the Administrative Agent that all
        filings required by the Administrative Agent to perfect the 

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      Administrative
        Agent’s Lien on the collateral under the Collateral Documents have been duly
        made and are in full force and effect (other than any amendments to the existing
        Mortgages  required to be completed after the Effective Time under
Section
        10.22(a)); and (c) all of the following, each duly executed and dated a
        date satisfactory to the Administrative Agent, each in form and substance
        reasonably satisfactory to the Administrative Agent, and each in sufficient
        number of signed counterparts to provide one for each Lender.

       

      11.1.1      
        Resolutions.  Certified
        copies of resolutions of the Board of Directors (or equivalent governing
        body) of each of the Parent and the Company authorizing or ratifying the
        execution, delivery and performance by such Person of each Loan Document
        to
        which it is a party.

       

      11.1.2    Other
        Consents,
        etc.  Certified copies of all documents evidencing any
        necessary corporate action, consents and governmental approvals (if any)
        required for the execution, delivery and performance by each of the Parent
        and
        the Company of the documents referred to in this Section
        11.

       

      11.1.3    Incumbency
        and Signature
        Certificates.  A certificate of the Secretary or an
        Assistant Secretary of each of the Parent and the Company as of the Effective
        Time certifying the names of the officer or officers of such entity authorized
        to sign the Loan Documents to which such entity is a party, together with
        a
        sample of the true signature of each such officer (it being understood that
        the
        Administrative Agent and each Lender may conclusively rely on each such
        certificate until formally advised by a like certificate of any changes
        therein).

       

      11.1.4      
        Confirmation.  The
        Confirmation executed by each Loan Party.

       

      11.1.5      
        Opinion
        of Counsel for the
        Loan Parties.  The opinion of Skadden, Arps, Slate,
        Meagher & Flom LLP, counsel to the Loan Parties.

       

      11.1.6      
        Compliance
        Certificate.  A compliance certificate substantially in the
        form of Exhibit
        A showing pro forma compliance with the financial covenants set forth
        in
Section 10.6 as
        of November 30, 2007.

       

      11.1.7      
        Other.  Such
        other documents as the Administrative Agent or any Lender through the
        Administrative Agent may reasonably request.

       

      11.2         
        Conditions
        to All Credit
        Extensions.  The obligation (a) of each Lender to make any Loan
        and (b) of each Issuing Lender to issue any Letter of Credit is subject to
        the
        condition that the Effective Time shall have occurred and to the following
        further conditions precedent:

       

      11.2.2      
        Compliance
        with
        Representations and Warranties, No Default, etc.  Both before
        and after giving effect to each Credit Extension, the following statements
        shall
        be true and correct:

       

      (a)      
        the
        representations and warranties of each Loan Party set forth in this Agreement
        and the other Loan Documents shall be true and correct in all material respects
        with the same effect as if then made (except to the extent stated to relate
        to
        an earlier date, in which case such representations and warranties shall
        be true
        and correct in all material respects as of such earlier date); and

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      (b)      
        no
        Event of Default or Unmatured Event of Default shall have then occurred and
        be
        continuing.

       

      11.2.3      
        Confirmatory
        Certificate.  If requested by the Administrative Agent or any
        Lender (acting through the Administrative Agent), the Administrative Agent
        shall
        have received (in sufficient counterparts to provide one to each Lender) a
        certificate dated the date of such requested Credit Extension and signed
        by a
        duly authorized representative of the Company as to the matters set out in
Section 11.2.1 (it
        being understood that each request by the Company for a Credit Extension
        shall
        be deemed to constitute a representation and warranty by the Company that
        the
        conditions precedent set forth in Section 11.2.1 will
        be satisfied at the time of the making of such Credit Extension), together
        with
        such other documents as the Administrative Agent or any Lender (acting through
        the Administrative Agent) may reasonably request in support
        thereof.

       

      11.3         
        Conditions
        to Specified
        Credit Extension.  The obligation (a) of each Lender to make
        any Loan and (b) of each Issuing Lender to issue any Letter of Credit that,
        in
        either case, would cause the Total Outstandings to exceed $262,000,000 is
        subject to the conditions precedent that the Administrative Agent shall have
        received certified copies of the Star Acquisition Agreement, together with
        a
        certificate from a Responsible Financial Officer certifying that:

       

      (i) 
the
        Star Merger has been, or concurrently with the making of the applicable Credit
        Extensions will be, consummated in all material respects in accordance with
        the
        terms of the Star Acquisition Agreement and in compliance in all material
        respects with applicable law and regulatory approvals;

       

      (ii) 
no
        amendment, waiver or modification has been made to the Star Acquisition
        Agreement unless approved by the Administrative Agent (which approval shall
        not
        to be unreasonably withheld or delayed and shall not be required for (i)
        any
        amendment, waiver or modification to correct an ambiguity or (ii) any amendment,
        waiver or modification that could not reasonably be expected to adversely
        affect
        in any material respect the interests of the Administrative Agent or any
        Lender
        under or with respect to the credit facilities provided hereunder);

       

      (iii)  
         the
        consummation of the Star Merger does not violate in any material respect
        any
        statute or regulation of the United States or any other applicable jurisdiction,
        or any material order, judgment or decree of any court or other Governmental
        Authority, or result in a breach of, or constitute a default under, any material
        agreement or indenture, or any material order or decree, affecting the Parent
        or
        any Subsidiary;

       

      (iv) 
the
        representations and warranties of the Company and Merger Sub in the Star
        Acquisition Agreement are true and correct in all material respects;
        and

       

      (v) 
to
        the best of the Company's knowledge, the Company has no right to terminate
        the
        Star Acquisition Agreement as a result of the inaccuracy of any representation
        or warranty made by the Target or Weston Presidio Fund IV, L.P.
        therein.

       

      SECTION
        12    
        EVENTS OF DEFAULT AND THEIR EFFECT.

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      12.1          Events
        of
        Default.  Each of the following shall constitute an Event
        of Default under this Agreement:

       

      12.1.1   
        Non-Payment of
        the
        Loans, etc.  Default
        in the payment when due of the principal
        of any Loan; default, and continuance thereof for three Business Days after
        notice from the applicable Issuing Lender, in the payment when due of any
        reimbursement obligation with respect to any Letter of Credit; or default,
        and
        continuance thereof for five days, in the payment when due of any interest,
        fee
        or other amount payable by the Company hereunder or under any other Loan
        Document.

       

      12.1.2      
        Non-Payment
        of Other
        Debt.  Any default shall occur under the terms applicable to
        any Debt of the Parent or any Subsidiary in an aggregate principal amount
        (in
        any case for all such Debt so affected) exceeding $2,500,000 and such default
        shall (a) consist of the failure to pay such Debt when due (subject to the
        expiration of any applicable grace period), whether by acceleration or
        otherwise, or (b) accelerate the maturity of such Debt or permit the holder
        or
        holders thereof (subject to the expiration of any applicable grace period),
        or
        any trustee or agent for such holder or holders, to cause such Debt to become
        due and payable prior to its expressed maturity.

       

      12.1.3      
        Bankruptcy,
        Insolvency, etc.  The Parent or any Subsidiary becomes
        insolvent or generally fails to pay, or admits in writing its inability to
        pay,
        debts as they become due; or the Parent or any Subsidiary applies for, consents
        to, or acquiesces in the appointment of a trustee, receiver or other custodian
        for the Parent or such Subsidiary or any substantial part of the property
        thereof, or makes a general assignment for the benefit of creditors; or,
        in the
        absence of such application, consent or acquiescence, a trustee, receiver
        or
        other custodian is appointed for the Parent or any Subsidiary or for any
        substantial part of the property thereof and is not discharged within 60
        days;
        or any bankruptcy, reorganization, debt arrangement, or other case or proceeding
        under any bankruptcy or insolvency law, or any dissolution or liquidation
        proceeding (except the voluntary dissolution, not under any bankruptcy or
        insolvency law, of a Subsidiary), is commenced in respect of the Parent or
        any
        Subsidiary, and if such case or proceeding is not commenced by the Parent
        or
        such Subsidiary, it is consented to or acquiesced in by the Parent or such
        Subsidiary, or remains for 60 days undismissed; or the Parent or any Subsidiary
        takes any corporate action to authorize, or in furtherance of, any of the
        foregoing.

       

      12.1.4      
        Non-Compliance
        with
        Provisions of This Agreement.  (a) Failure by the Parent to
        comply with or to perform any covenant set forth in Sections 10.2, 10.5(a)
        (with respect
        to the Parent or the Company), 10.6 through
10.13,
10.17,
10.18,
10.19
        or 10.21; or (b)
        failure
        by the Parent to comply with or to perform any other provision of this Agreement
        (and not constituting an Event of Default under any of the other provisions
        of
        this Section
        12) and continuance of such failure for 30 days (less, in the case of
        Section
        10.1.5(a), the number of days elapsed from the second Business Day after
        a Responsible Officer obtains knowledge of such failure to the date on which
        the
        Company provides the notice required by such Section) after notice thereof
        to
        the Company from the Administrative Agent (or any Lender through the
        Administrative Agent).

       

      12.1.5     
        Representations
        and
        Warranties.  Any representation or warranty made by any Loan
        Party herein or in any other Loan Document, or in any statement or certificate
        at any time given by such Loan Party in writing in connection herewith or
        therewith, is false or misleading in any material respect on or as of the
        date
        made or deemed made.

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      12.1.6      
        Pension
        Plans.  (i) Institution of any steps by any Loan Party or any
        other Person to terminate a Pension Plan (other than in connection with the
        Star
        Termination) if as a result of such termination such Loan Party could be
        required to make a contribution to such Pension Plan, or could incur a liability
        or obligation to such Pension Plan, in excess of $1,000,000; (ii) a contribution
        failure occurs with respect to any Pension Plan sufficient to give rise to
        a
        Lien under section 302(f) of ERISA; or (iii) there shall occur any withdrawal
        or
        partial withdrawal from a Multiemployer Pension Plan and the withdrawal
        liability (without unaccrued interest) to Multiemployer Pension Plans as
        a
        result of such withdrawal (including any outstanding withdrawal liability
        that
        the Parent and the Controlled Group has incurred on the date of such withdrawal)
        exceeds $1,000,000.

       

      12.1.7      
        Judgments.  Final
        judgments which exceed an aggregate (to the extent not covered by independent
        third-party insurance as to which the insurer does not dispute coverage)
        of
        $2,500,000 shall be rendered against the Parent or any Subsidiary and shall
        not
        have been paid, discharged or vacated or had execution thereof stayed pending
        appeal within 30 days after entry or filing of such judgments.

       

      12.1.8      
        Invalidity of
        Subsidiary Guaranty, etc.  The Subsidiary Guaranty or the
        Parent Guaranty shall cease to be in full force and effect with respect to
        any
        Subsidiary Guarantor or the Parent, respectively (unless, in the case of
        a
        Subsidiary Guarantor, such Subsidiary Guarantor ceases to be a Subsidiary
        pursuant to a transaction permitted hereby); any Subsidiary Guarantor or
        the
        Parent shall fail (subject to any applicable grace period) to comply with
        or to
        perform any applicable provision of the Subsidiary Guaranty or the Parent
        Guaranty, respectively; or any Subsidiary Guarantor or the Parent (or any
        Person
        by, through or on behalf of such Subsidiary Guarantor or the Parent) shall
        contest in any manner the validity, binding nature or enforceability of the
        Subsidiary Guaranty or the Parent Guaranty, respectively, with respect to
        such
        Subsidiary Guarantor or the Parent, respectively.

       

      12.1.9      
        Invalidity of
        Collateral Documents, etc.  (a) Any Collateral Document shall
        cease to be in full force and effect with respect to any Loan Party (unless
        such
        Loan Party ceases to be a Subsidiary pursuant to a transaction permitted
        by
Section 10.10);
        (b) any Loan Party shall fail to comply with or to perform any applicable
        provision of any Collateral Document to which such entity is a party and
        such
        failure (i) affects a material portion of the collateral granted under such
        Collateral Document or (ii) continues for 10 days after a Responsible Officer
        obtains knowledge thereof; or (c) any Loan Party (or any Person by, through
        or
        on behalf of such Loan Party) shall contest in any manner the validity, binding
        nature or enforceability of any Collateral Document.

       

      12.1.10   Change
        in
        Control.   A Change in Control shall occur.

       

      12.2         
        Effect of Event
        of
        Default.  If any Event of Default described in Section
        12.1.3 shall
        occur, the Commitments (if they have not theretofore terminated) shall
        immediately terminate and the Loans and all other obligations hereunder shall
        become immediately due and payable and the Company shall become immediately
        obligated to deliver to the Administrative Agent cash collateral in an amount
        equal to the outstanding face amount of all Letters of Credit, all without
        presentment, demand, protest or notice of any kind; and, if any other Event
        of
        Default shall occur and be continuing, the Administrative Agent (upon written
        request of the Required Lenders) shall declare the Commitments (if they have
        not
        theretofore terminated) to be terminated 

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      and/or
        declare all Loans and all other obligations hereunder to be due and payable
        and/or demand that the Company immediately deliver to the Administrative
        Agent
        cash collateral in amount equal to the outstanding face amount of all Letters
        of
        Credit, whereupon the Commitments (if they have not theretofore terminated)
        shall immediately terminate and/or all Loans and all other obligations hereunder
        shall become immediately due and payable and/or the Company shall immediately
        become obligated to deliver to the Administrative Agent cash collateral in
        an
        amount equal to the face amount of all Letters of Credit, all without
        presentment, demand, protest or notice of any kind.  The
        Administrative Agent shall promptly advise the Company of any such declaration,
        but failure to do so shall not impair the effect of such
        declaration.  Any cash collateral delivered hereunder shall be held by
        the Administrative Agent (without liability for interest thereon) and applied
        to
        obligations arising in connection with any drawing under a Letter of
        Credit.  After the expiration or termination of all Letters of Credit,
        such cash collateral shall be applied by the Administrative Agent to any
        remaining obligations hereunder and any excess shall be delivered to the
        Company
        or as a court of competent jurisdiction may elect.

       

      SECTION
        13     PARENT
        GUARANTY

       

      13.1    The
        Guaranty.  The Parent hereby irrevocably and unconditionally
        guarantees as a primary obligor the full and punctual payment when due (whether
        at stated maturity, upon acceleration or otherwise) of all Guaranteed
        Obligations, including all principal of the Loans, all reimbursement obligations
        in respect of Letters of Credit, all interest on the foregoing and all fees
        payable hereunder (including all interest and fees accruing after the
        commencement of a bankruptcy, insolvency or similar proceeding with respect
        to
        the Company, regardless of whether such interest or fees constitute an allowed
        claim in such proceeding) and all other amounts payable hereunder or any
        other
        Loan Document.

       

      13.2    Guaranty
        Unconditional.  The obligations of the Parent under this Section
        13 shall be
        irrevocable, unconditional and absolute and, without limiting the generality
        of
        the foregoing, shall not be released, discharged or otherwise affected
        by:

       

      (a)    any
        extension, renewal, settlement, compromise, waiver or release in respect
        of any
        obligation of the Company or any Subsidiary Guarantor under this Agreement,
        any
        other Loan Document or any applicable Hedging Agreement, by operation of
        law or
        otherwise (other than payment in full of the Guaranteed
        Obligations);

       

      (b)    any
        modification or amendment of or supplement to this Agreement, any other Loan
        Document or any applicable Hedging Agreement;

       

      (c)    any
        release, impairment, non-perfection or invalidity of any direct or indirect
        security for any obligation of the Company under this Agreement, any other
        Loan
        Document or any applicable Hedging Agreement;

       

      (d)    any
        change in the existence, structure or ownership of the Company, or any
        insolvency, bankruptcy, reorganization or other similar proceeding affecting
        the
        Company or its assets or any resulting release or discharge of any obligation
        of
        the Company contained in this Agreement, any other Loan Document or any
        applicable Hedging Agreement (other than payment in full of the Guaranteed
        Obligations);

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      (e)    the
        existence of any claim, set-off or other right which the Parent may have
        at any
        time against the Company, the Administrative Agent, any Lender or any other
        Person, whether in connection with this Agreement, any other Loan
        Document,  any applicable Hedging Agreement or any unrelated
        transaction;

       

      (f)       
        any
        invalidity or unenforceability relating to or against the Company for any
        reason
        of this Agreement, any other Loan Document or any applicable Hedging Agreement,
        or any provision of applicable law or regulation purporting to prohibit the
        payment by the Company of the principal of or interest on any
        Loan,  any amounts payable with respect to any Letter of Credit, any
        other amount payable by it under this Agreement, any other Loan Document
        or any
        applicable Hedging Agreement; or

       

      (g)    any
        other act or omission to act or delay of any kind by the Company, the
        Administrative Agent, any Lender or any other Person or any other circumstance
        whatsoever which might, but for the provisions of this paragraph, constitute
        a
        legal or equitable discharge of or defense to the Parent’s obligations
        hereunder.

       

      13.3     Discharge
        Only Upon Payment
        In Full; Reinstatement In Certain Circumstances.  The Parent’s
        obligations hereunder shall remain in full force and effect until the
        Commitments and all Letters of Credit shall have terminated and all Guaranteed
        Obligations shall have been paid in full in cash (other than in respect of
        contingent indemnification obligations with respect to which the Administrative
        Agent and the Lenders have not asserted a claim against any Loan
        Party).  If at any time any payment of principal of or interest on any
        Loan, any amount payable with respect to any Letter of Credit, any other
        amount
        payable by the Company under this Agreement, any other Loan Document or any
        applicable Hedging Agreement is rescinded or must be otherwise restored or
        returned upon the insolvency, bankruptcy or reorganization of the Company
        or
        otherwise, the Parent’s obligations hereunder with respect to such payment shall
        be reinstated at such time as though such payment had been due but not made
        at
        such time.

       

      13.4     Waiver
        by the
        Parent.  The Parent irrevocably waives acceptance hereof,
        presentment, demand, protest and any notice not provided for herein, as well
        as
        any requirement that at any time any action be taken by any Person against
        the
        Company or any other Person.

       

      13.5     Delay
        of
        Subrogation.  Notwithstanding any payment made by or on behalf
        of the Parent under this Section 13, the
        Parent shall not exercise any right of subrogation to any right of the
        Administrative Agent or any Lender until such time as the Administrative
        Agent
        and the Lenders shall have received payment in cash of the full amount of
        all
        Guaranteed Obligations, the expiration or termination of all Letters of Credit
        and the termination of the Commitments.

       

      13.6    
Stay
        of
        Acceleration.  In the event that acceleration of the time for
        payment of any amount payable by the Company under this Agreement, any other
        Loan Document or any applicable Hedging Agreement is stayed upon insolvency,
        bankruptcy or reorganization of the Company, all such amounts otherwise subject
        to acceleration under the terms of this Agreement shall nonetheless be payable
        by the Parent under this Section 13 forthwith
        on demand by the Administrative Agent made at the written request of the
        Required Lenders.

       

      SECTION
        14    
        THE ADMINISTRATIVE AGENT.

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      14.1    Appointment
        and
        Authorization.  (a) Each Lender hereby irrevocably (subject to
Section
        14.9)
        appoints, designates and authorizes the Administrative Agent to take such
        action
        on its behalf under the provisions of this Agreement and each other Loan
        Document and to exercise such powers and perform such duties as are expressly
        delegated to it by the terms of this Agreement or any other Loan Document,
        together with such powers as are reasonably incidental
        thereto.  Notwithstanding any provision to the contrary contained
        elsewhere in this Agreement or in any other Loan Document, the Administrative
        Agent shall not have any duties or responsibilities except those expressly
        set
        forth herein, nor shall the Administrative Agent have or be deemed to have
        any
        fiduciary relationship with any Lender, and no implied covenants, functions,
        responsibilities, duties, obligations or liabilities shall be read into this
        Agreement or any other Loan Document or otherwise exist against the
        Administrative Agent.  Without limiting the generality of the
        foregoing sentence, the use of the term “agent” herein and in the other Loan
        Documents with reference to the Administrative Agent is not intended to connote
        any fiduciary or other implied (or express) obligations arising under agency
        doctrine of any applicable law.  Instead, such term is used merely as
        a matter of market custom, and is intended to create or reflect only an
        administrative relationship between independent contracting
        parties.

       

      (b)     
        Each
        Issuing Lender shall act on behalf of the Lenders with respect to any Letters
        of
        Credit issued by it and the documents associated therewith.  Each
        Issuing Lender shall have all of the benefits and immunities (i) provided
        to the
        Administrative Agent in this Section 14 with
        respect to any acts taken or omissions suffered by such Issuing Lender in
        connection with Letters of Credit issued by it or proposed to be issued by
        it
        and the applications and agreements for letters of credit pertaining to such
        Letters of Credit as fully as if the term “Administrative Agent”, as used in
        this Section
        14, included such Issuing Lender with respect to such acts or omissions
        and (ii) as additionally provided in this Agreement with respect to the Issuing
        Lenders.

       

      (c)     
        The
        Swing Line Lender shall have all of the benefits and immunities (i) provided
        to
        the Administrative Agent in this Section 14 with
        respect to any acts taken or omissions suffered by the Swing Line Lender
        in
        connection with Swing Line Loans made or proposed to be made by it as fully
        as
        if the term “Administrative Agent”, as used in this Section 14, included
        the Swing Line Lender with respect to such acts or omissions and (ii) as
        additionally provided in this Agreement with respect to the Swing Line
        Lender.

       

      14.2    Delegation
        of
        Duties.  The Administrative Agent may execute any of its duties
        under this Agreement or any other Loan Document by or through agents, employees
        or attorneys-in-fact and shall be entitled to advice of counsel concerning
        all
        matters pertaining to such duties.  The Administrative Agent shall not
        be responsible for the negligence or misconduct of any agent or attorney-in-fact
        that it selects in the absence of gross negligence or willful
        misconduct.

       

      14.3    Liability
        of Administrative
        Agent.  None of the Agent-Related Persons shall (i) be liable
        for any action taken or omitted to be taken by any of them under or in
        connection with this Agreement or any other Loan Document or the transactions
        contemplated hereby (except for such Agent-Related Person’s own gross negligence
        or willful misconduct), or (ii) be responsible in any manner to any of the
        Lenders or their participants for any recital, statement, representation
        or
        warranty made by the Company or any Subsidiary or Affiliate of the Company,
        or
        any officer thereof, contained in this Agreement or in any other Loan Document,
        or in any certificate, report, 

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      statement
        or other document referred to or provided for in, or received by the
        Administrative Agent under or in connection with, this Agreement or any other
        Loan Document, or the validity, effectiveness, genuineness, enforceability
        or
        sufficiency of this Agreement or any other Loan Document, or for any failure
        of
        the Company or any other party to any Loan Document to perform its obligations
        hereunder or thereunder.  No Agent-Related Person shall be under any
        obligation to any Lender or participant to ascertain or to inquire as to
        the
        observance or performance of any of the agreements contained in, or conditions
        of, this Agreement or any other Loan Document, or to inspect the properties,
        books or records of the Company or any of the Company’s Subsidiaries or
        Affiliates.

       

      14.4    Reliance
        by Administrative
        Agent.  The Administrative Agent shall be entitled to rely, and
        shall be fully protected in relying, upon any writing, communication, signature,
        resolution, representation, notice, consent, certificate, affidavit, letter,
        telegram, facsimile, telex or telephone message, statement or other document
        or
        conversation believed by it to be genuine and correct and to have been signed,
        sent or made by the proper Person or Persons, and upon advice and statements
        of
        legal counsel (including counsel to the Company or any Subsidiary), independent
        accountants and other experts selected by the Administrative
        Agent.  The Administrative Agent shall be fully justified in failing
        or refusing to take any action under this Agreement or any other Loan Document
        unless it shall first receive such advice or concurrence of the Required
        Lenders
        as it deems appropriate and, if it so requests, confirmation from the Lenders
        of
        their obligation to indemnify the Administrative Agent against any and all
        liability and expense which may be incurred by it by reason of taking or
        continuing to take any such action.  The Administrative Agent shall in
        all cases be fully protected in acting, or in refraining from acting, under
        this
        Agreement or any other Loan Document in accordance with a request or consent
        of
        the Required Lenders or all of the Lenders, if required hereunder, and such
        request and any action taken or failure to act pursuant thereto shall be
        binding
        upon all of the Lenders and participants.  Where this Agreement
        expressly permits or prohibits an action unless the Required Lenders (or,
        if
        required hereunder, all Lenders) otherwise determine, the Administrative
        Agent
        shall, and in all other instances, the Administrative Agent may, but shall
        not
        be required to, initiate a solicitation for the consent or a vote of the
        Lenders.

       

      14.5    Notice
        of
        Default.  The Administrative Agent shall not be deemed to have
        knowledge or notice of the occurrence of any Event of Default or Unmatured
        Event
        of Default (except with respect to defaults in the payment of principal,
        interest and fees required to be paid to the Administrative Agent for the
        account of the Lenders) unless the Administrative Agent shall have received
        written notice from a Lender or the Company referring to this Agreement,
        describing such Event of Default or Unmatured Event of Default and stating
        that
        such notice is a “notice of default”.  The Administrative Agent will
        promptly notify the Lenders of its receipt of any such notice.  The
        Administrative Agent shall take such action with respect to such Event of
        Default or Unmatured Event of Default as may be requested by the Required
        Lenders in accordance with Section 12; provided
        that unless
        and until the Administrative Agent has received any such request, the
        Administrative Agent may (but shall not be obligated to) take such action,
        or
        refrain from taking such action, with respect to such Event of Default or
        Unmatured Event of Default as it shall deem advisable or in the best interest
        of
        the Lenders.

       

      14.6    Credit
        Decision.  Each Lender acknowledges that none of the
        Agent-Related Persons has made any representation or warranty to it, and
        that no
        act by the Administrative Agent 

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      hereafter
        taken, including any consent to and acceptance of any assignment or review
        of
        the affairs of the Company and its Subsidiaries, shall be deemed to constitute
        any representation or warranty by any Agent-Related Person to any
        Lender.  Each Lender represents to the Administrative Agent that it
        has, independently and without reliance upon any Agent-Related Person and
        based
        on such documents and information as it has deemed appropriate, made its
        own
        appraisal of and investigation into the business, prospects, operations,
        property, financial and other condition and creditworthiness of the Company
        and
        its Subsidiaries, and all applicable bank regulatory laws relating to the
        transactions contemplated hereby, and made its own decision to enter into
        this
        Agreement and to extend credit to the Company hereunder.  Each Lender
        also represents that it will, independently and without reliance upon any
        Agent-Related Person and based on such documents and information as it shall
        deem appropriate at the time, continue to make its own credit analysis,
        appraisals and decisions in taking or not taking action under this Agreement
        and
        the other Loan Documents, and to make such investigations as it deems necessary
        to inform itself as to the business, prospects, operations, property, financial
        and other condition and creditworthiness of the Company.  Except for
        notices, reports and other documents expressly herein required to be furnished
        to the Lenders by the Administrative Agent, the Administrative Agent shall
        not
        have any duty or responsibility to provide any Lender with any credit or
        other
        information concerning the business, prospects, operations, property, financial
        or other condition or creditworthiness of the Company or its Affiliates which
        may come into the possession of any of the Agent-Related Persons.

       

      14.7    Indemnification.  Whether
        or not the transactions contemplated hereby are consummated, the Lenders
        shall
        indemnify upon demand the Agent-Related Persons (to the extent not reimbursed
        by
        or on behalf of the Company and without limiting the obligation of the Company
        to do so), pro rata based on each Lender’s Percentage, and hold harmless each
        Agent-Related Person from and against any and all Indemnified Liabilities;
provided that no
        Lender shall be liable for any payment to any Agent-Related Person of any
        portion of the Indemnified Liabilities to the extent resulting from such
        Agent-Related Person’s gross negligence or willful misconduct; and provided, further,
        that no
        action taken in accordance with the directions of the Required Lenders shall
        be
        deemed to constitute gross negligence or willful misconduct for the purposes
        of
        this Section.  Without limitation of the foregoing, each Lender shall
        reimburse the Administrative Agent upon demand for its ratable share (according
        to its Percentage) of any costs or out-of-pocket expenses (including reasonable
        fees of attorneys for the Administrative Agent) incurred by the Administrative
        Agent in connection with the preparation, execution, delivery, administration,
        modification, amendment or enforcement (whether through negotiations, legal
        proceedings or otherwise) of, or legal advice in respect of rights or
        responsibilities under, this Agreement, any other Loan Document, or any document
        contemplated by or referred to herein, to the extent that any Loan Party
        is
        obligated to, but fails, to reimburse the Administrative Agent therefor (but
        without limiting such Loan Party’s obligation to so reimburse the Administrative
        Agent, it being understood that the Administrative Agent shall promptly return
        to each Lender any amount paid by such Lender pursuant hereto which is
        subsequently reimbursed by any Loan Party).  The undertaking in this
        Section shall survive termination of the Commitments, repayment of the Loans,
        any foreclosure under, or any modification, release or discharge of, any
        or all
        of the Collateral Documents, any termination of this Agreement and the
        resignation or replacement of the Administrative Agent.

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      14.8    Administrative
        Agent in
        Individual Capacity.  Bank of America and its Affiliates may
        make loans to, issue letters of credit for the account of, accept deposits
        from,
        acquire equity interests in and generally engage in any kind of banking,
        trust,
        financial advisory, underwriting or other business with the Company and its
        Subsidiaries and Affiliates as though Bank of America were not the
        Administrative Agent, the Issuing Lender or the Swing Line Lender hereunder
        and
        without notice to or consent of the Lenders.  The Lenders acknowledge
        that, pursuant to such activities, Bank of America or its Affiliates may
        receive
        information regarding the Company or its Affiliates (including information
        that
        may be subject to confidentiality obligations in favor of the Company or
        such
        Subsidiary) and acknowledge that the Administrative Agent shall be under
        no
        obligation to provide such information to them.  With respect to their
        Loans, Bank of America and its Affiliates shall have the same rights and
        powers
        under this Agreement as any other Lender and may exercise the same as though
        Bank of America were not the Administrative Agent and an Issuing Lender and
        the
        Swing Line Lender, and the term “Lender” include Bank of America and its
        Affiliates, to the extent applicable, in their individual
        capacities.

       

      14.9    Successor
        Administrative
        Agent.  The Administrative Agent may, and at the request of the
        Required Lenders shall, resign as Administrative Agent upon 30 days’ notice to
        the Lenders.  If the Administrative Agent resigns under this
        Agreement, the Required Lenders shall, with (so long as no Event of Default
        exists) the consent of the Company (which shall not be unreasonably withheld
        or
        delayed), appoint from among the Lenders a successor administrative agent
        for
        the Lenders.  If no successor administrative agent is appointed prior
        to the effective date of the resignation of the Administrative Agent, the
        Administrative Agent may appoint, after consulting with the Lenders and the
        Company, a successor administrative agent from among the
        Lenders.  Upon the acceptance of its appointment as successor
        administrative agent hereunder, such successor administrative agent shall
        succeed to all the rights, powers and duties of the retiring Administrative
        Agent and the term “Administrative Agent” shall mean such successor
        administrative agent, and the retiring Administrative Agent’s appointment,
        powers and duties as Administrative Agent shall be terminated. After any
        retiring Administrative Agent’s resignation hereunder as Administrative Agent,
        the provisions of this Section 14 and Sections
        15.6 and
15.13
        shall
        inure to its benefit as to any actions taken or omitted to be taken by it
        while
        it was Administrative Agent under this Agreement.  If no successor
        administrative agent has accepted appointment as Administrative Agent by
        the
        date which is 30 days following a retiring Administrative Agent’s notice of
        resignation, the retiring Administrative Agent’s resignation shall nevertheless
        thereupon become effective and the Lenders shall perform all of the duties
        of
        the Administrative Agent hereunder until such time, if any, as the Required
        Lenders appoint a successor administrative agent as provided for
        above.  Notwithstanding the foregoing, however, Bank of America may
        not be removed as the Administrative Agent at the request of the Required
        Lenders unless Bank of America shall also simultaneously be replaced as an
        “Issuing Lender” and the “Swing Line Lender” hereunder pursuant to documentation
        in form and substance reasonably satisfactory to Bank of America.

       

      14.10    Withholding
        Tax.

       

      (a)           
        The Administrative Agent and any Lender, Participant or Assignee that is
        a
“foreign corporation, partnership or trust” within the meaning of the Code
        agrees to deliver to the Company and the Administrative Agent, on or prior
        to
        the date this Agreement was executed (or if any Assignee or Participant was
        not
        a Lender or Participant hereunder immediately prior to such 

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      assignment
        or participation, on or prior to the effective date of the assignment or
        participation pursuant to which such Assignee or Participant became a Lender
        or
        Participant hereunder or if the Administrative Agent is a successor to the
        original Administrative Agent, on or prior to the date such Person accepts
        the
        appointment as Administrative Agent), two properly completed and executed
        original copies of Internal Revenue Service Forms W-9 and two properly completed
        and executed copies of either (x) (i) Internal Revenue Service Form W-8BEN,
        establishing a complete exemption from withholding tax under an applicable
        United States income tax treaty or (y) Internal Revenue Service Form W-8ECI
        establishing that payments under this Agreement are exempt from United States
        withholding tax because such payments are connected with a United States
        trade
        or business of the Administrative Agent or such Lender, Participant or
        Assignee.  The Administrative Agent and each Lender, Participant or
        Assignee shall also provide, to the extent it may lawfully do so, such other
        such other forms, certificates, documents and other evidence as may be required
        under the Code or other laws of the United States.

       

      Each
        Lender, Participant or Assignee or the Administrative Agent, as the case
        may be,
        agrees to promptly notify the Company and the Administrative Agent of any
        change
        in circumstances which would modify or render invalid any claimed exemption
        or
        reduction.  In addition, each Lender, Participant or Assignee or the
        Administrative Agent, as the case may be, shall, to the extent it may lawfully
        do so, deliver to the Company and the Administrative Agent two further copies
        of
        such Form W-8BEN or W-8ECI or successor applicable forms or other manner
        of
        certification on or before the date that any such prior form expires or becomes
        obsolete or after the occurrence of any event requiring a change in the most
        recent form previously delivered by such Person to the Company and the
        Administrative Agent.

       

      (b)           
        If any Lender claims exemption from, or reduction of, withholding tax by
        providing IRS Form W-8ECI and such Lender sells, assigns, grants a participation
        in, or otherwise transfers all or part of the obligations of the Company
        to such
        Lender, such Lender agrees to notify the Administrative Agent of the percentage
        amount in which it is no longer the beneficial owner of such obligations
        of the
        Company hereunder. To the extent of such percentage amount, the Administrative
        Agent will treat such Lender’s IRS Form W-8ECI as no longer valid.

       

      (c)           
        If any Lender claiming exemption from United States withholding tax by filing
        IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a
        participation in, or otherwise transfers all or part of the obligations of
        the
        Company to such Lender hereunder, such Lender agrees to undertake sole
        responsibility for complying with the withholding tax requirements imposed
        by
        Sections 1441 and 1442 of the Code.

       

      (d)           
        If any Lender, Assignee or Participant is entitled to a reduction in the
        applicable withholding tax, the Company or the Administrative Agent may withhold
        from any interest payment to such Lender, Assignee or Participant an amount
        equivalent to the applicable withholding tax after taking into account such
        reduction. If the forms or other documentation required by clause (a) of this
        Section are not delivered to the Company or the Administrative Agent, then
        the
        Company or the Administrative Agent may withhold from any interest payment
        to
        such Lender, Assignee or Participant not providing such forms or other
        documentation an amount equivalent to the applicable withholding
        tax.

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      (e)           
        If the IRS or any other Governmental Authority of the United States or any
        other
        jurisdiction asserts a claim that the Company or the Administrative Agent
        did
        not properly withhold tax from amounts paid to or for the account of any
        Lender,
        Assignee or Participant (because the appropriate form was not delivered or
        was
        not properly executed, or because such Lender, Assignee or Participant failed
        to
        promptly notify the Company or the Administrative Agent of a change in
        circumstances which rendered the exemption from, or reduction of, withholding
        tax ineffective, or for any other reason) such Lender, Assignee or Participant
        shall indemnify the Administrative Agent fully for all amounts paid, directly
        or
        indirectly, by the Company or the Administrative Agent as tax or otherwise,
        including penalties and interest, and including any taxes imposed by any
        jurisdiction on the amounts payable to the Company or the Administrative
        Agent,
        together with all costs and expenses (including reasonable fees of attorneys
        for
        the Company and the Administrative Agent (including the reasonable allocable
        costs of internal legal services and all reasonable disbursements of internal
        counsel)). The obligation of the Lenders, Assignees or Participants under
        this
        subsection shall survive the repayment of the Loans, any termination of this
        Agreement and the resignation or replacement of the Administrative Agent
        and
        shall apply to any assignee or successor of the Company.

       

      14.11    Collateral
        Matters.  The Lenders irrevocably authorize the Administrative
        Agent, at its option and in its discretion, (a) to release any Lien on any
        property granted to or held by the Administrative Agent under any Collateral
        Document (i) upon termination of the Commitments and payment in full of all
        Loans and all other obligations of the Company hereunder and the expiration
        or
        termination of all Letters of Credit; (ii) which is sold or to be sold or
        disposed of as part of or in connection with any disposition permitted hereunder
        or (iii) subject to Section 15.1, if
        approved, authorized or ratified in writing by the Required Lenders; (b)
        to
        subordinate any Lien on any property granted to or held by the Administrative
        Agent under any Collateral Document to the holder of any Lien on such property
        which is permitted by Section 10.8(c),
(d)
        or (l) hereof;
        or (c) to
        release any Subsidiary from its obligations under the Subsidiary Guaranty
        if
        such entity ceases to be a Subsidiary as a result of a transaction permitted
        hereunder.  Upon request by the Administrative Agent at any time, the
        Required 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 Subsidiary from its obligations under the Subsidiary Guaranty,
        pursuant to this Section
        14.11.

       

      14.12    Other
        Agents.  No Lender identified on the facing page of this
        Agreement or otherwise herein, or in any amendment hereof or other document
        related hereto, as being the Syndication Agent or the Documentation Agent
        shall
        have any right, power, obligation, liability, responsibility or duty under
        this
        Agreement in such capacity.  Each Lender acknowledges that it has not
        relied, and will not rely, on any Person so identified in deciding to enter
        into
        this Agreement or in taking or refraining from taking any action hereunder
        or
        pursuant hereto.

       

      SECTION
        15   GENERAL.

       

      15.1    Waiver;
        Amendments.  No delay on the part of the Administrative Agent
        or any Lender in the exercise of any right, power or remedy shall operate
        as a
        waiver thereof, nor shall any single or partial exercise by any of them of
        any
        right, power or remedy preclude other or further exercise thereof, or the
        exercise of any other right, power or remedy.  No amendment,
        modification or waiver of, or consent with respect to, any provision of this
        Agreement shall in any 

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      event
        be effective unless the same shall be in writing and signed and delivered
        by
        Lenders having an aggregate Percentage of not less than the aggregate Percentage
        expressly designated herein with respect thereto or, in the absence of such
        designation as to any provision of this Agreement, by the Required Lenders
        and,
        in the case of an amendment or other modification, the Company, and then
        any
        such amendment, modification, waiver or consent shall be effective only in
        the
        specific instance and for the specific purpose for which given.  No
        amendment, modification, waiver or consent shall increase the Percentage
        of any
        Lender, or increase or extend the Commitment of any Lender, without the consent
        of such Lender.  No amendment, modification, waiver or consent shall
        (i) extend the scheduled maturity date of any principal of any Loan or extend
        the date for payment of any interest on any Loan or any fees payable hereunder,
        (ii) reduce the principal amount of any Loan, the rate of interest thereon
        or
        any fees payable hereunder, (iii) release (x) the Parent from its obligations
        under the Parent Guaranty, (y) any Subsidiary from its obligations under
        the
        Subsidiary Guaranty (other than with respect to a Subsidiary Guarantor which
        ceases to be a Subsidiary as a result of a transaction permitted hereunder)
        or
        (z) all or substantially all of the collateral granted under the Collateral
        Documents or (iv) reduce the aggregate Percentage required to effect an
        amendment, modification, waiver or consent without, in each case, the consent
        of
        each Lender directly affected thereby.  No provision of Section 14 or other
        provision of this Agreement affecting the Administrative Agent in its capacity
        as such shall be amended, modified or waived without the consent of the
        Administrative Agent.  No provision of this Agreement relating to the
        rights or duties of an Issuing Lender in its capacity as such shall be amended,
        modified or waived without the consent of such Issuing Lender.  No
        provision of this Agreement affecting the Swing Line Lender in its capacity
        as
        such shall be amended, modified or waived without the written consent of
        the
        Swing Line Lender.  Notwithstanding anything to the contrary herein,
        no Defaulting Lender shall have any right to approve or disapprove any
        amendment, waiver or consent hereunder, except that the Commitment of such
        Lender may not be increased or extended without the consent of such
        Lender.

       

      15.2     Confirmations.  The
        Company and each Lender agree from time to time, upon written request received
        by it from the other, to confirm to the other in writing (with a copy of
        each
        such confirmation to the Administrative Agent) the aggregate unpaid principal
        amount of the Loans then outstanding to such Lender.

       

      15.3     Notices.  Except
        as otherwise provided in Sections 2.2 and
2.4,
        all
        notices hereunder shall be in writing (including facsimile transmission)
        and
        shall be sent to the applicable party at its address shown on Schedule 15.3 or at
        such other address as such party may, by written notice received by the other
        parties, have designated as its address for such purpose.  Notices
        sent by facsimile transmission shall be deemed to have been given when sent
        and
        receipt of such facsimile is confirmed; notices sent by mail shall be deemed
        to
        have been given three Business Days after the date when sent by registered
        or
        certified mail, postage prepaid; and notices sent by hand delivery or overnight
        courier service shall be deemed to have been given when received.  For
        purposes of Sections
        2.2 and 2.4,
        the
        Administrative Agent and the Swing Line Lender shall be entitled to rely
        on
        telephonic instructions from any person that the Administrative Agent or
        the
        Swing Line Lender in good faith believes is a Responsible Officer of the
        Company, and the Company shall hold the Administrative Agent, the Swing Line
        Lender and each other Lender harmless from any loss, cost or expense resulting
        from any such reliance.

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      15.4    Computations.  Where
        the character or amount of any asset or liability or item of income or expense
        is required to be determined, or any consolidation or other accounting
        computation is required to be made, for the purpose of this Agreement, such
        determination or calculation shall, to the extent applicable and except as
        otherwise specified in this Agreement, be made in accordance with GAAP,
        consistently applied; provided that if
        the
        Company notifies the Administrative Agent that the Company wishes to amend
        any
        covenant in Section
        10 to eliminate or to take into account the effect of any change in
        GAAP
        on the operation of such covenant (or if the Administrative Agent notifies
        the
        Company that the Required Lenders wish to amend Section 10 for such
        purpose), then the Company’s compliance with such covenant shall be determined
        on the basis of GAAP in effect immediately before the relevant change in
        GAAP
        became effective, until either such notice is withdrawn or such covenant
        is
        amended in a manner satisfactory to the Company and the Required
        Lenders.

       

      15.5   Regulation
        U.  Each Lender represents that it in good faith is not
        relying, either directly or indirectly, upon any Margin Stock as collateral
        security for the extension or maintenance by it of any credit provided for
        in
        this Agreement.

       

      15.6    Costs,
        Expenses and
        Taxes.  The Company agrees to pay on demand all reasonable
        out-of-pocket costs and expenses of the Administrative Agent and the Lead
        Arranger (including the reasonable fees and charges of counsel for the
        Administrative Agent and the Lead Arranger and of local counsel, if any,
        who may
        be retained by said counsel) in connection with the preparation, execution,
        delivery and administration of this Agreement, the other Loan Documents and
        all
        other documents provided for herein or delivered or to be delivered hereunder
        or
        in connection herewith (including any amendments, supplements or waivers
        to any
        Loan Documents), and all reasonable out-of-pocket costs and expenses (including
        reasonable attorneys’ fees, court costs and other legal expenses and reasonable
        allocated costs of internal counsel) incurred by the Administrative Agent
        and
        each Lender during the existence of an Event of Default in connection with
        the
        enforcement of this Agreement, the other Loan Documents or any amendments,
        supplements or waivers thereto.  In addition, the Company agrees to
        pay, and to save the Administrative Agent, the Lead Arranger and the Lenders
        harmless from all liability for, (a) any stamp or other similar taxes (excluding
        franchise taxes, branch profits taxes and other taxes imposed on or measured
        by
        net income, net profits or receipts) which may be payable in connection with
        the
        execution and delivery of this Agreement, the Credit Extensions hereunder,
        the
        execution and delivery of any other Loan Document or any other document provided
        for herein or delivered or to be delivered hereunder or in connection herewith,
        except as otherwise provided in Section 7.6 or 8.1,
        and (b) any fees
        of the Company’s auditors in connection with any reasonable exercise by the
        Administrative Agent and the Lenders of their rights pursuant to Section
        10.2.  All obligations provided for in this Section
        15.6 shall
        survive repayment of the Loans and any termination of this
        Agreement.

       

      15.7     Subsidiary
        References.  The provisions of this Agreement relating to
        Subsidiaries shall apply only during such times as the Company has one or
        more
        Subsidiaries.

       

      15.8     Captions.  Section
        captions used in this Agreement are for convenience only and shall not
        affect the construction of this Agreement.

       

      15.9     Assignments;
        Participations.

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      15.9.1        Assignments.  Any
        Lender may, with the prior written consent of the Administrative Agent and,
        so
        long as no Event of Default has occurred and is continuing, the Company (which
        consents shall not be unreasonably delayed or withheld), at any time assign
        and
        delegate to one or more Eligible Assignees (any Person to whom such an
        assignment and delegation is to be made being herein called an “Assignee”), all
        or
        any fraction of such Lender’s Loans and Commitment in a minimum aggregate amount
        (in the case of an assignment to an Assignee other than a Lender hereunder)
        equal to the lesser of (i) the amount of the assigning Lender’s remaining Loans
        and, without duplication, Commitments and (ii) $5,000,000 (or such lesser
        amount
        as the Company and the Administrative Agent may agree in their discretion);
        provided that
        (a) no assignment and delegation may be made to any Person if, at the time
        of
        such assignment and delegation, the Company would be obligated to pay any
        greater amount under Section 7.6 or Section
        8 to the
        Assignee than the Company is then obligated to pay to the assigning Lender
        under
        such Sections (and if any assignment is made in violation of the foregoing,
        the
        Company will not be required to pay the incremental amounts), (b) any assignment
        of all or a portion of a Lender’s Commitment to a Person other than a Lender
        shall be subject to the prior written consent of the Issuing Lenders and
        the
        Swing Line Lender (which consents shall not be unreasonably withheld or
        delayed), (c) no consent of the Company or the Administrative Agent shall
        be
        required in connection with any assignment from a Lender to an Affiliate
        of such
        Lender or to another Lender; (d) no consent of the Administrative Agent shall
        be
        required in connection with the assignment of all or a portion of a Lender’s
        Revolving Loans and Commitment to another Lender and (e) the Company and
        the
        Administrative Agent shall be entitled to continue to deal solely and directly
        with such Lender in connection with the interests so assigned and delegated
        to
        an Assignee until the date when all of the following conditions shall have
        been
        met:

       

      (w)     the
        Assignee shall
        have complied with the requirements set forth in Section 14.10, if
        applicable,

       

      (x)      five
        Business
        Days (or such lesser period of time as the Administrative Agent and the
        assigning Lender shall agree) shall have passed after written notice of such
        assignment and delegation, together with payment instructions, addresses
        and
        related information with respect to such Assignee, shall have been given
        to the
        Company and the Administrative Agent by such assigning Lender and the
        Assignee,

       

      (y)      the
        assigning
        Lender and the Assignee shall have executed and delivered to the Company
        and the
        Administrative Agent an assignment agreement substantially in the form of
Exhibit E (an “Assignment
        Agreement”), together with any documents required to be delivered
        thereunder, which Assignment Agreement shall have been accepted by the
        Administrative Agent and, if required, the Company, and

       

      (z)      unless
        the
        Assignee is an Affiliate of the assigning Lender, the assigning Lender or
        the
        Assignee shall have paid the Administrative Agent a processing fee of
        $3,500.

       

      From
        and after the date on which the conditions described above have been met,
        (x)
        such Assignee shall be deemed automatically to have become a party hereto
        as a
        Lender with respect to the interest assigned and, to the extent that rights
        and
        obligations hereunder have been assigned and delegated to such Assignee pursuant
        to such Assignment Agreement, shall have the rights and 

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      obligations
        of a Lender hereunder (in addition, if applicable, to rights and obligations
        previously held by such Lender), and (y) the assigning Lender, to the extent
        that rights and obligations hereunder have been assigned and delegated by
        it
        pursuant to such Assignment Agreement, shall be released from its obligations
        hereunder (and, in the case of an assignment of all of its Commitments and
        Loans, shall cease to be a Lender (but shall continue to have all rights
        and
        obligations under provisions hereof which by their terms survive the termination
        hereof)).  Any attempted assignment and delegation not made in
        accordance with this Section 15.9.1 shall
        be null and void.

       

      The
        Administrative Agent, acting solely for this purpose as an agent of the Company,
        shall maintain at the Administrative Agent’s office specified for payments
        pursuant to Section
        7.1 a copy of each Assignment Agreement delivered to it and a register
        for the recordation of the names and addresses of the Lenders, and the
        Commitments of, and principal amount of the Loans and reimbursement obligations
        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 Company, 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 Company and any Lender, at any
        reasonable time and from time to time upon reasonable prior notice.

       

      Notwithstanding
        the foregoing provisions of this Section 15.9.1 or any
        other provision of this Agreement, any Lender may at any time assign all
        or any
        portion of its Loans to a Federal Reserve Bank; provided that no
        such
        assignment shall (i) release any Lender from any of its obligations hereunder
        or
        (ii) substitute any such Federal Reserve Bank for such Lender as a party
        hereto;
        and provided,
further,
        that
        no such Federal Reserve Bank shall be entitled to exercise any right (or
        shall
        have any obligation) of a Lender under the Loan Documents unless it becomes
        a
        Lender in compliance with the other provisions of this Section
        15.9.1.

       

      15.9.2    Participations.  Any
        Lender may at any time sell to one or more commercial banks or other Persons
        participating interests in any Loan owing to such Lender, the Commitment
        of such
        Lender, the direct or participation interest of such Lender in any Letter
        of
        Credit or Swing Line Loan or any other interest of such Lender hereunder
        (any
        Person purchasing any such participating interest being herein called a “Participant”); provided
        that any
        Lender selling any such participating interest shall give notice thereof
        to the
        Company.  In the event of a sale by a Lender of a participating
        interest to a Participant, (x) such Lender shall remain responsible for all
        of
        its obligations as a Lender hereunder for all purposes of this Agreement,
        (y)
        the Company and the Administrative Agent shall continue to deal solely and
        directly with such Lender in connection with such Lender’s rights and
        obligations hereunder and (z) all amounts payable by the Company shall be
        determined as if such Lender had not sold such participation and shall be
        paid
        directly to such Lender.  No Participant shall have any direct or
        indirect voting rights hereunder except with respect to any of the events
        described in the fourth sentence of Section 15.1.  Each
        Lender agrees to incorporate the requirements of the preceding sentence into
        each participation agreement which such Lender enters into with any
        Participant.  The Company agrees that if amounts outstanding under
        this Agreement are due and payable (as a result of acceleration or otherwise),
        each Participant shall be deemed to have the right of setoff in respect of
        its
        participating interest in amounts owing under this Agreement and with respect
        to
        any Letter of Credit to the same extent 

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      as
        if the amount of its participating interest were owing directly to it as
        a
        Lender under this Agreement; provided that such
        right of setoff shall be subject to the obligation of each Participant to
        share
        with the Lenders, and the Lenders agree to share with each Participant, as
        provided in Section
        7.5.  The Company also agrees that each Participant shall be
        entitled to the benefits of Section 7.6 and Section
        8 as if it
        were a Lender (provided that no Participant shall receive any greater amount
        pursuant to Section
        7.6 or Section
        8 than would have been paid to the participating Lender if no
        participation had been sold).

       

      15.10    Governing
        Law.  THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
        OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (EXCEPT 735
        ILLINOIS COMPILED STATUTE §105/5-5).  Whenever possible each provision
        of this Agreement shall be interpreted in such manner as to be effective
        and
        valid under applicable law, but if any provision of this Agreement shall
        be
        prohibited by or invalid under applicable law, such provision shall be
        ineffective to the extent of such prohibition or invalidity, without
        invalidating the remainder of such provision or the remaining provisions
        of this
        Agreement.  All obligations of the Company and rights of the
        Administrative Agent and the Lenders expressed herein or in any other Loan
        Document shall be in addition to and not in limitation of those provided
        by
        applicable law.

       

      15.11  
 Counterparts.  This
        Agreement may be executed in any number of counterparts and by the different
        parties hereto on separate counterparts and each such counterpart shall be
        deemed to be an original, but all such counterparts shall together constitute
        but one and the same Agreement.

       

      15.12    Successors
        and
        Assigns.  This Agreement shall be binding upon the Company, the
        Lenders and the Administrative Agent and their respective successors and
        assigns, and shall inure to the benefit of the Company, the Lenders and the
        Administrative Agent and the successors and assigns of the Lenders and the
        Administrative Agent.

       

      15.13    Indemnification
        by the
        Company.

       

      (a)      In
        consideration of the execution and delivery of this Agreement by the
        Administrative Agent and the Lenders and the agreement to extend the Commitments
        provided hereunder, the Company hereby agrees to indemnify, exonerate and
        hold
        the Administrative Agent, the Lead Arranger, each Lender and each of the
        officers, directors, employees, attorneys, Affiliates and agents of the
        Administrative Agent and each Lender (each a “Lender Party”) free
        and harmless from and against any and all Indemnified Liabilities, except
        to the
        extent that such Indemnified Liabilities arise on account of any such Lender
        Party’s gross negligence or willful misconduct.  If and to the extent
        that the foregoing undertaking may be unenforceable for any reason, the Company
        hereby agrees to make the maximum contribution to the payment and satisfaction
        of each of the Indemnified Liabilities which is permissible under applicable
        law.

       

      (b)       
        All
        obligations provided for in this Section 15.13 shall
        survive repayment of the Loans,  any foreclosure under, or any
        modification, release or discharge of any or all of the Collateral Documents,
        the sale, transfer or conveyance of all or part of the past and present
        properties and facilities or any circumstances which might otherwise constitute
        a legal or equitable discharge, in whole or in part, of the Company under
        this
        Agreement and any termination of this Agreement.

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      15.14    Forum
        Selection and Consent
        to Jurisdiction.  ANY LITIGATION BASED
        HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR
        ANY
        OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
        OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
        DISTRICT OF ILLINOIS (IF SUCH COURTS ARE UNAVAILABLE FOR ANY REASON, ANY
        OTHER
        COURT SELECTED BY THE ADMINISTRATIVE AGENT); PROVIDEDTHAT
        ANY SUIT SEEKING ENFORCEMENT
        AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
        THE  ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION
        WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH OF THE
        PARENT AND THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY (A) SUBMITS TO THE
        JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
        DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY
        LITIGATION ABOVE; (B) CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
        POSTAGE PREPAID TO ITS ADDRESS AS DETERMINED PURSUANT TO SECTION
        15.3, BY PERSONAL
        SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS; AND (C) WAIVES ANY OBJECTION
        THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
        BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
        LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

       

      15.15   Waiver
        of Jury
        Trial.  EACH
        OF THE COMPANY, THE PARENT, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY
        WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE
        OR
        DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY
        AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
        FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
        BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND
        AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
        NOT
        BEFORE A JURY.  EACH LOAN PARTY ACKNOWLEDGES AND AGREES THAT IT HAS
        RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
        PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT A PARTY) AND THAT THIS
        PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS
        ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN
        DOCUMENTS.

       

      15.16   USA
        PATRIOT ACT NOTICE.  Each Lender
        and
        the Administrative Agent (for itself and not on behalf of any Lender) hereby
        notifies the Parent and the Company 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 Parent and the Company, which information includes the name
        and
        address of the Parent and the 

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      Company
        and other information that will allow such Lender or the Administrative Agent,
        as applicable, to identify the Parent and the Company in accordance with
        the
        Act.

       

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
        as of the day and year first above written.

       

      MIDDLEBY
        MARSHALL INC.

      


      


      By
        /s/  Timothy
        J. FitzGerald         
                                                                        


      Title
        Chief Financial
        Officer         
                                                                         


      


      


      THE
        MIDDLEBY CORPORATION

      


      


      By
        /s/  Timothy
        J. FitzGerald      
                                                                         


      Title
        Chief Financial
        Officer        
                                                                         


       

       

       

      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

       

       

      BANK
        OF AMERICA, N.A., as Administrative 
Agent

      


      


      By
        /s/  Suzanne
        Paul            
                                                                         


      Title   
                                         

       

       

                                               
        

      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      

       

       

      BANK
        OF AMERICA, N.A., as an Issuing Lender, 
as Swing Line Lender and as a
        Lender

      


      


      By
        /s/  Craig
        W. McGuire          
                                                                         


      Title
        Senior Vice
        President          

       

       

                                                                               
        

      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      

       

       

      WELLS
        FARGO BANK, N.A., as Syndication 
Agent and as a Lender

      


      


      By
        /s/  Edmund
        Lester            
                                                                         


      Title
        Senior Vice
        President       

       

       

       

      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

      

                                                                               
        

       

      ROYAL
        BANK OF CANADA, as Co-
Documentation Agent and as a Lender

      


      


      


      By
        /s/  Meredith
        Majesty      
                                                                         


      Title
        Authorized
        Signatory     

       

                                                                            
        

      
        
          
          

        

        
          S-5

          
            

          

        

        
          
          

        

      

       

       

       

      RBS
        CITIZENS, N.A., as Co-Documentation Agent 
and as a Lender

      


      


      


      By
        /s/  M.
        James Barry, III        
                                                                         


      Title
        Vice
        President                    

       

       

                                                                               
        

      
        
          
          

        

        
          S-6

          
            

          

        

        
          
          

        

      

       

       

       

      FIFTH
        THIRD BANK, as a Co-Agent and as a 
Lender

      


      


      


      By
        /s/  Neil G.
        Mesch           
                                                                         


      Title
        Vice
        President        
       

       

       

       

       

      
        
          
          

        

        
          S-7

          
            

          

        

        
          
          

        

      

                                                                               
        

       

       

      NATIONAL
        CITY BANK, as Co-Agent and as a 
Lender

      


      


      


      By
        /s/  Lynn
        Rosinsky                                     
                                                                         


      Title
        Senior Vice President,
        Regional Manager

       

       

       

       

      
        
          
          

        

        
          S-8

          
            

          

        

        
          
          

        

      

       

       

       

      COÖPERATIEVE
        CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,”RABOBANK 
NEDERLAND”, NEW YORK
        BRANCH,
as
        a Lender

      


      


      


      By
        /s/  Jeff
        Bliss                              
                                                                         


      Title
        Vice
        President                         
                                                                         


      


      


      


      By
        /s/  Rebecca
        Morrow                
                                                                         


      Title
        Executive
        Director                  
                                                                         


      


      


      
        
          
          

        

        
          S-9

          
            

          

        

        
          
          

        

      

       

       

       

      THE
        PRIVATE BANK AND TRUST COMPANY, 
as a Lender

      


      


      


      By
        /s/  Marcus
        Montanye                                   
                                                                         


      Title  Managing
        Director &
Senior Vice President

      


       

       

      
        
          
          

        

        
          S-10

          
            

          

        

        
          
          

        

      

       

       

       

      ASSOCIATED
        BANK, National Association, as a 
Lender

      


      


      


      By
        /s/  Brett
        Rausch                     
                                                                         


      Title
        Vice
        President                      
                                                                         


       

       

       

      
        
          
          

        

        
          S-11

          
            

          

        

        
          
          

        

      

       

      
 

      HSBC
        BANK USA, NA, as a Lender

      


      


      


      By
        /s/  Andrew
        Bicker                 
                                                                         


      Title
        Vice
        President                      
                                                                         


      


      


      
        
          
          

        

        
          S-12

          
            

          

        

        
          
          

        

      

       

       

       

      MB
        FINANCIAL BANK, N.A., as a Lender


      


      


      By
        /s/  Henry
        Wessel                   
                                                                         


      Title
        Vice
        President                      
                                                                         


       

       

       

      
 

      
        
          
          

        

        
          S-13

          
            

          

        

        
          
          

        

      

       

       

       

      THE
        NORTHERN TRUST COMPANY, as a 
Lender

      


      


      By
        /s/  Laurie
        Kieta                   
                                                                         


      Title
        Vice
        President                    

       

       

       

                                                                               
        

      
        
          
          

        

        
          S-14

          
            

          

        

        
          
          

        

      

       

       

      COMERICA
        BANK, as a Lender

      


      


      By
        /s/  Tamara
        J.
        Miller                
                                                                         


      Title
        Vice
        President                                                                                                


       

       

       

      
 

      S-15