Exhibit 10.1


 




 









$430,000,000



CREDIT AGREEMENT



dated as of 



November 12, 2015 



among 



BENCHMARK ELECTRONICS, INC., 



The Borrowing Subsidiaries, 



The Lenders Party Hereto,



JPMORGAN CHASE BANK, N.A., 

as Administrative Agent and Collateral Agent



and 



J.P.  MORGAN SECURITIES LLC, 

as Lead Arranger




  









 







 












 





	
  TABLE OF
  CONTENTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Defined Terms

  	
  1

  
	
  Section 1.02

  	
  Terms Generally

  	
  30

  
	
  Section 1.03

  	
  Accounting Terms; GAAP

  	
  30

  
	
  Section 1.04

  	
  Classification of Loans and
  Borrowings

  	
  31

  
	
  Section 1.05

  	
  Foreign Currency Calculations

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  THE CREDITS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Commitments

  	
  31

  
	
  Section 2.02

  	
  Loans and Borrowings; Notes

  	
  32

  
	
  Section 2.03

  	
  Requests for Borrowings

  	
  33

  
	
  Section 2.04

  	
  [Reserved]

  	
  33

  
	
  Section 2.05

  	
  Letters of Credit

  	
  33

  
	
  Section 2.06

  	
  Funding of Borrowings

  	
  38

  
	
  Section 2.07

  	
  Interest Elections

  	
  38

  
	
  Section 2.08

  	
  Termination and Reduction of
  Commitments

  	
  39

  
	
  Section 2.09

  	
  Repayment of Loans

  	
  40

  
	
  Section 2.10

  	
  Prepayment of Loans

  	
  40

  
	
  Section 2.11

  	
  Fees

  	
  41

  
	
  Section 2.12

  	
  Interest

  	
  42

  
	
  Section 2.13

  	
  Alternate Rate of Interest

  	
  42

  
	
  Section 2.14

  	
  Increased Costs; Illegality

  	
  43

  
	
  Section 2.15

  	
  Break Funding Payments

  	
  44

  
	
  Section 2.16

  	
  Taxes

  	
  45

  
	
  Section 2.17

  	
  Payments Generally; Pro Rata
  Treatment; Sharing of Set-offs

  	
  47

  
	
  Section 2.18

  	
  Mitigation Obligations;
  Replacement of Lenders

  	
  49

  
	
  Section 2.19

  	
  Incremental Commitments

  	
  50

  
	
  Section 2.20

  	
  Borrowing Subsidiaries

  	
  52

  
	
  Section 2.21

  	
  Cash Collateral

  	
  53

  
	
  Section 2.22

  	
  Defaulting Lenders

  	
  53

  
	
  Section 2.23

  	
  Extensions of Loans and
  Commitments

  	
  55

  
	
  Section 2.24

  	
  Refinancing Amendments

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES

   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Organization

  	
  59

  
	
  Section 3.02

  	
  Authorization; Enforceability

  	
  59

  
	
  Section 3.03

  	
  Governmental Approvals; No
  Conflicts

  	
  59

  
	
  Section 3.04

  	
  Financial Statements; No
  Material Adverse Change

  	
  60

  
	
  Section 3.05

  	
  Properties

  	
  60

  
	
  Section 3.06

  	
  Litigation and Environmental
  Matters

  	
  60

  
	
  Section 3.07

  	
  Compliance with Laws and
  Agreements

  	
  60

  
	
  Section 3.08

  	
  Intellectual Property

  	
  61

  
	
  Section 3.09

  	
  Investment Company Status

  	
  61

  





  






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  Page

  
	
   

  	
   

  	
   

  
	
  Section 3.10

  	
  Taxes

  	
  61

  
	
  Section 3.11

  	
  ERISA

  	
  61

  
	
  Section 3.12

  	
  Labor Matters

  	
  61

  
	
  Section 3.13

  	
  Insurance

  	
  61

  
	
  Section 3.14

  	
  Solvency

  	
  61

  
	
  Section 3.15

  	
  Subsidiaries

  	
  62

  
	
  Section 3.16

  	
  Disclosure

  	
  62

  
	
  Section 3.17

  	
  Margin Stock

  	
  62

  
	
  Section 3.18

  	
  Use of Proceeds

  	
  62

  
	
  Section 3.19

  	
  No Undisclosed Liabilities

  	
  62

  
	
  Section 3.20

  	
  Federal Reserve Regulations

  	
  62

  
	
  Section 3.21

  	
  Anti-Corruption Laws; Sanctions

  	
  63

  
	
  Section 3.22

  	
  Security Documents

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  CONDITIONS

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Effective Date

  	
  63

  
	
  Section 4.02

  	
  Each Credit Event

  	
  65

  
	
  Section 4.03

  	
  Initial Credit Event for each
  Borrowing Subsidiary

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  AFFIRMATIVE COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Financial Statements and Other
  Information

  	
  66

  
	
  Section 5.02

  	
  Notices of Material Events

  	
  67

  
	
  Section 5.03

  	
  Information Regarding Collateral

  	
  67

  
	
  Section 5.04

  	
  Existence; Conduct of Business

  	
  67

  
	
  Section 5.05

  	
  Payment of Obligations

  	
  68

  
	
  Section 5.06

  	
  Maintenance of Properties

  	
  68

  
	
  Section 5.07

  	
  Insurance

  	
  68

  
	
  Section 5.08

  	
  Books and Records; Inspection
  and Audit Rights

  	
  68

  
	
  Section 5.09

  	
  Compliance with Laws

  	
  68

  
	
  Section 5.10

  	
  Use of Proceeds and Letters of
  Credit

  	
  69

  
	
  Section 5.11

  	
  Additional Subsidiaries

  	
  69

  
	
  Section 5.12

  	
  Ownership of Subsidiaries

  	
  69

  
	
  Section 5.13

  	
  Further Assurances

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  NEGATIVE COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Indebtedness

  	
  70

  
	
  Section 6.02

  	
  Liens

  	
  71

  
	
  Section 6.03

  	
  Fundamental Changes

  	
  73

  
	
  Section 6.04

  	
  Investments, Loans, Advances, Guarantees
  and Acquisitions

  	
  73

  
	
  Section 6.05

  	
  Asset Sales, etc.

  	
  75

  
	
  Section 6.06

  	
  Sale and Leaseback Transactions

  	
  75

  
	
  Section 6.07

  	
  [Reserved]

  	
  75

  
	
  Section 6.08

  	
  Restricted Payments; Certain
  Payments in Respect of Indebtedness

  	
  75

  
	
  Section 6.09

  	
  Transactions with Affiliates

  	
  76

  
	
  Section 6.10

  	
  Restrictive Agreements

  	
  76

  
	
  Section 6.11

  	
  Change in Fiscal Year

  	
  77

  









-ii-












 





	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 6.12

  	
  Constitutive Documents

  	
  77

  
	
  Section 6.13

  	
  Sales and Assignments of Income,
  Revenues and Receivables

  	
  77

  
	
  Section 6.14

  	
  Amendment of Material Documents

  	
  77

  
	
  Section 6.15

  	
  Required Guarantors

  	
  77

  
	
  Section 6.16

  	
  Total Leverage Ratio

  	
  77

  
	
  Section 6.17

  	
  Interest Coverage Ratio

  	
  77

  
	
   

  
	
  ARTICLE VII

  
	
   

  
	
  EVENTS OF DEFAULT AND REMEDIES

  
	
   

  
	
  Section 7.01

  	
  Events of Default

  	
  77

  
	
  Section 7.02

  	
  Cash Collateral

  	
  79

  
	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  THE AGENTS

  
	
   

  
	
  Section 8.01

  	
  Appointment

  	
  79

  
	
  Section 8.02

  	
  Exculpatory Provisions

  	
  80

  
	
  Section 8.03

  	
  Reliance by Agents

  	
  80

  
	
  Section 8.04

  	
  Delegation of Duties

  	
  80

  
	
  Section 8.05

  	
  Indemnification

  	
  80

  
	
  Section 8.06

  	
  Withholding Tax

  	
  81

  
	
  Section 8.07

  	
  Successor Administrative Agent

  	
  81

  
	
  Section 8.08

  	
  Non-Reliance on Agents and Other
  Lenders

  	
  82

  
	
  Section 8.09

  	
  Security Documents and
  Collateral Agent

  	
  82

  
	
  Section 8.10

  	
  Rule of Construction

  	
  82

  
	
   

  
	
  ARTICLE IX

  
	
   

  
	
  MISCELLANEOUS

  
	
   

  
	
  Section 9.01

  	
  Notices

  	
  82

  
	
  Section 9.02

  	
  Waivers; Amendments

  	
  84

  
	
  Section 9.03

  	
  Expenses; Indemnity; Damage
  Waiver

  	
  86

  
	
  Section 9.04

  	
  Successors and Assigns

  	
  88

  
	
  Section 9.05

  	
  Survival

  	
  91

  
	
  Section 9.06

  	
  Counterparts; Integration;
  Effectiveness

  	
  91

  
	
  Section 9.07

  	
  Severability

  	
  91

  
	
  Section 9.08

  	
  Right of Setoff

  	
  91

  
	
  Section 9.09

  	
  Governing Law; Consent to
  Service of Process

  	
  92

  
	
  Section 9.10

  	
  WAIVER OF JURY TRIAL

  	
  92

  
	
  Section 9.11

  	
  Headings

  	
  92

  
	
  Section 9.12

  	
  Confidentiality

  	
  92

  
	
  Section 9.13

  	
  Conversion of Currencies

  	
  93

  
	
  Section 9.14

  	
  Release of Liens and Guarantees

  	
  93

  
	
  Section 9.15

  	
  Platform; Borrower Materials

  	
  93

  
	
  Section 9.16

  	
  USA PATRIOT Act; European “Know
  Your Customer” Checks

  	
  94

  
	
  Section 9.17

  	
  Joint and Several Liability

  	
  95

  









-iii-












 





SCHEDULES:


	
  Schedule 1.01A 
  

  	
  –

  	
  Disclosed
  Matters

  	
   

  
	
  Schedule 1.01B

  	
  –

  	
  Lenders
  and Commitments

  	
   

  
	
  Schedule
  2.17

  	
  --

  	
  Payment
  Instructions

  	
   

  
	
  Schedule 3.01

  	
  –

  	
  Organization

  	
   

  
	
  Schedule 3.13

  	
  –

  	
  Insurance

  	
   

  
	
  Schedule 3.15

  	
  –

  	
  Subsidiaries
  of Company

  	
   

  
	
  Schedule 3.19

  	
  –

  	
  Liabilities

  	
   

  
	
  Schedule 6.01

  	
  –

  	
  Existing
  Indebtedness

  	
   

  
	
  Schedule 6.02

  	
  –

  	
  Existing
  Liens

  	
   

  
	
  Schedule 6.04

  	
  –

  	
  Existing
  Investments

  	
   

  
	
  Schedule 6.10

  	
  –

  	
  Restrictive
  Agreements

  	
   

  





EXHIBITS:


	
  Exhibit A

  	
  –

  	
  Form
  of Assignment and Assumption

  	
   

  
	
  Exhibit B

  	
  –

  	
  Form
  of Borrowing Request

  	
   

  
	
  Exhibit C-1

  	
  –

  	
  Form
  of Borrowing Subsidiary Agreement

  	
   

  
	
  Exhibit C-2

  	
  –

  	
  Form
  of Borrowing Subsidiary Termination

  	
   

  
	
  Exhibit D

  	
  –

  	
  Form
  of Security Agreement

  	
   

  
	
  Exhibit E

  	
  –

  	
  Form
  of Issuing Lender Agreement

  	
   

  
	
  Exhibit F

  	
  –

  	
  Form
  of Guarantee Agreement

  	
   

  
	
  Exhibit G

  	
  –

  	
  Form
  of Perfection Certificate

  	
   

  
	
  Exhibit H

  	
  –

  	
  Form
  of Term Note

  	
   

  
	
  Exhibit I

  	
  –

  	
  Form
  of Revolving Note

  	
   

  
	
  Exhibit J

  	
  –

  	
  Form
  of Interest Election Request

  	
   

  





 


	
  Exhibit K-1

  	
  –

  	
  U.S.
  Tax Compliance Certificate (For Foreign Lenders that are not Partnerships for
  U.S. Federal Income Tax Purposes)

  
	
  Exhibit K-2

  	
  –

  	
  U.S.
  Tax Compliance Certificate (For Foreign Participants that are not
  Partnerships for U.S. Federal Income Tax Purposes)

  
	
  Exhibit K-3

  	
  –

  	
  U.S.
  Tax Compliance Certificate (For Foreign Participants that are Partnerships
  for U.S. Federal Income Tax Purposes)

  
	
  Exhibit K-4

  	
  –

  	
  U.S.
  Tax Compliance Certificate (For Foreign Lenders that are Partnerships for
  U.S. Federal Income Tax Purposes)

  
	
  Exhibit L

  	
  –

  	
  Form
  of Solvency Certificate

  





  













-iv-












 





CREDIT
AGREEMENT (this “Agreement”) dated as of November 12, 2015, among
Benchmark Electronics, Inc., a Texas corporation (the “Company”), the
Borrowing Subsidiaries party hereto, the Lenders party hereto, JPMorgan Chase
Bank, N.A., as Administrative Agent and Collateral Agent and each Issuing
Lender party hereto from time to time.


PRELIMINARY
STATEMENT:


WHEREAS, on July 30, 2012, the Company, the lenders party
thereto and the Administrative Agent entered into that certain Fourth Amended
and Restated Credit Agreement (the “Existing Credit Agreement”). 


WHEREAS, the Company intends to acquire (the “SCS
Acquisition”), directly or indirectly, SCS Secure Holdings LLC and its
subsidiaries (collectively, the “Target”). 


WHEREAS, the Company has requested that the Lenders extend
credit to the Company in the form of Initial Term A Loans on the Effective Date
in an aggregate principal amount of $230,000,000.


WHEREAS, the Company has requested that the Lenders make
Revolving Credit Commitments available to the Borrower in an aggregate
principal amount of $200,000,000.


WHEREAS, the Company intends to use the proceeds of the
Initial Term A Loans and a portion of the proceeds of the Revolving Facility to
(i) finance in part the consummation of the SCS Acquisition, (ii) refinance all
indebtedness and terminate all commitments under the Existing Credit Agreement,
(iii) refinance all existing third party indebtedness for borrowed money and
terminate all commitments in respect thereof of the Target, other than
Indebtedness set forth on Schedule 6.01 hereto and (iv) pay the fees,
costs and expenses associated with the foregoing and the negotiation execution
and delivery of this Agreement (collectively, the “Transactions” and the
fees, costs and expenses thereof, the “Transaction Costs”). 


NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:


ARTICLE I



Definitions


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


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


“Acquisition” means any acquisition permitted under
Section 6.04(f). 


“Acquisition-Related Incremental Commitments” has
the meaning assigned to such term in Section 2.19(b). 


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


“Administrative Agent” means JPMorgan Chase Bank,
N.A., in its capacity as administrative agent for the Lenders hereunder,
together with its branches and affiliates and their respective permitted
successors and assigns.


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






-1- 












 





“Affiliate” means, with
respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls, is Controlled by or is under
common Control with the Person specified.


“Agents” means, collectively, the Administrative
Agent and the Collateral Agent and “Agent” means any one of them. 


“Agreement” has the meaning assigned to that term
in the first paragraph of this Agreement.


“Agreement Currency” has the meaning assigned to
such term in Section 9.13(b). 


“Alternate Base Rate” means, for any day, for any
Loan, Letter of Credit or other financial accommodation in U.S. Dollars that is
made to a Borrower and that specifies or that requires that the interest rate
applicable thereto be the “Alternate Base Rate,” a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO
Rate for a one month Interest Period on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1%; provided,
that for the avoidance of doubt, the Adjusted LIBO Rate for any such day shall
be based on the LIBOR Screen Rate at approximately 11:00 a.m. London time on
such day for deposits in U.S. Dollars with a maturity of one month.  Any change
in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate, respectively.  Notwithstanding the
foregoing, in no event shall the Adjusted LIBO Rate for any Interest Period for
purposes of clause (c) above be less than 0.00% at any time.


“Alternative Currency” means any currency other
than U.S. Dollars that (i) is after the Effective Date approved by the
Administrative Agent and all of the Revolving Lenders, and (ii) is freely
available, freely transferable and freely convertible into U.S. Dollars and in
which dealings in deposits are carried on in the London interbank deposit
market, provided  that at the time of the issuance, amendment, renewal or
extension of any Letter of Credit denominated in a currency other than U.S.
Dollars, such other currency is reasonably acceptable to the Administrative
Agent and the Issuing Lender in respect of such Letter of Credit.


“Alternative Currency LC Exposure” means, at any
time, the sum of (a) the U.S. Dollar Equivalent of the aggregate undrawn and
unexpired amount of all outstanding Alternative Currency Letters of Credit at
such time plus (b) the U.S. Dollar Equivalent of the aggregate principal amount
of all LC Disbursements in respect of Alternative Currency Letters of Credit
that have not yet been reimbursed at such time. The Alternative Currency LC
Exposure of any Lender shall at any time be such Lender’s share of the total
Alternative Currency LC Exposure at such time.


“Alternative Currency Letter of Credit” means a
Letter of Credit denominated in an Alternative Currency.


“Alternative Currency Sublimit” means U.S.
$20,000,000.


“Anti-Corruption Laws” means all laws, rules and
regulations of any jurisdiction applicable to the Company or its Subsidiaries
and controlled Affiliates concerning or relating to bribery or corruption. 


“Applicable Commitment Fee Rate” means (i) 0.350%
per annum and (ii) following delivery of financial statements for the first
full Fiscal Quarter after the Effective Date, the applicable rate set forth in
the definition of “Applicable Margin.”


“Applicable Creditor” has the meaning assigned to
such term in Section 9.13(b). 


“Applicable Date” has the meaning assigned to such
term in Section 9.02(f). 


“Applicable Margin”
means, for any day, (i) with respect to any Initial Revolving Loan, Letters of
Credit under the Revolving Commitments in effect on the Effective Date,
Applicable Commitment Fee Rates and Initial Term A Loans, the applicable per
annum percentage set forth at the appropriate intersection in the table shown
below, based on the Total Leverage Ratio for the Test Period most recently
ended with respect to which the 




-2- 












 





Company is required to
have delivered the financial statements pursuant to Section 5.01(a) 
or (b)  hereof, as applicable (as such Total Leverage Ratio is reflected
in the compliance certificate delivered under Section 5.01(c)  by
the Company in connection with such financial statements) and (ii) with respect
to any Other Term Loan or Other Revolving Loan (and periodic commitment and
Letter of Credit fees relating to Other Revolving Credit Commitments), the
“Applicable Margin” set forth in the Incremental Assumption Agreement,
Extension Amendment or Refinancing Amendment (as applicable) relating thereto.




	
  
  Pricing Level

  


  	

  Total Leverage Ratio

  


  	

  Eurodollar Margin

  


  	

  ABR Margin

  


  	

  Commitment Fee Rate

  


  
	
  I

  	
  <
  0.75:1

  	
  1.25%

  	
  0.25%

  	
  0.300%

  
	
  II

  	
  ≥
  0.75:1 and < 1.25:1

  	
  1.50%

  	
  0.50%

  	
  0.325%

  
	
  III

  	
  ≥
  1.25:1 and < 1.75:1

  	
  1.75%

  	
  0.75%

  	
  0.350%

  
	
  IV

  	
  ≥
  1.75:1 and < 2.25:1

  	
  2.00%

  	
  1.00%

  	
  0.375%

  
	
  V

  	
  ≥
  2.25:1

  	
  2.25%

  	
  1.25%

  	
  0.400%

  






 


Notwithstanding the foregoing, for the period from the
Effective Date through the date on which the financial statements and related
compliance certificate are required to be delivered pursuant to Section 5.01 
for the Fiscal Quarter ending December 31, 2015, the Applicable Margin shall be
determined at Category III.  Thereafter, each change in the Applicable Margin
shall take effect on each date on which such financial statements and
compliance certificate are required to be delivered pursuant to Section 5.01,
commencing with the date on which such financial statements and compliance
certificate are required to be delivered for the Fiscal Quarter ending March
31, 2016.  In the event that any financial statement or certificate delivered
pursuant to Section 5.01(a), (b)  or (c), as
applicable, is shown to be inaccurate when delivered (regardless of whether
this Agreement or the Commitments are in effect when such inaccuracy is
discovered, but in any event not to exceed two (2) years past the Maturity
Date), and such inaccuracy, if corrected, would have led to the application of
a higher Applicable Margin for any period (an “Applicable Period”) than
the Applicable Margin applied for such Applicable Period, and only in such
case, then the Company shall immediately (i) deliver to the Administrative
Agent corrected financial statements for such Applicable Period, (ii) determine
the Applicable Margin for such Applicable Period based upon the corrected
financial statements, and (iii) pay to the Administrative Agent the accrued
additional interest owing as a result of such increased Applicable Margin for
such Applicable Period, which payment shall be promptly applied by the
Administrative Agent in accordance with Section 2.17.  This
provision is in addition to rights of the Administrative Agent and Lenders with
respect to Section 2.12(c)  and their other respective rights under
this Agreement.  If the Company fails to deliver the financial statements and
corresponding compliance certificate to the Administrative Agent at the time
required pursuant to Section 5.01,  then, at the option of
the Administrative Agent or at the request of the Required Lenders, effective
as of the date such financial statements and corresponding compliance
certificate were required to be delivered pursuant to Section 5.01,
the Applicable Margin shall be determined at Category V and shall remain at
such level until the date such financial statements and corresponding
compliance certificate are so delivered by the Company. 


“Applicable Percentage” means, with respect to any
Lender, the percentage of the total Commitments represented by such Lender’s
Commitment.  If the Commitments have terminated or expired, the Applicable
Percentages shall be determined based upon the Commitments most recently in
effect, giving effect to any assignments.


“Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 9.04), and accepted by
the Administrative Agent, in the form of Exhibit A  or any other
form approved by the Administrative Agent.


“Availability Period” means the period from and
including the Effective Date to but excluding the earlier of (a) the Revolving
Facility Maturity Date and (b) the date of termination of the Revolving Credit
Commitments.


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


“Board of Directors” means the Board of Directors
of the Company or any committee thereof duly authorized to act on behalf of such
Board.






-3- 












 





“Borrower” means the
Company or any Borrowing Subsidiary.


“Borrower Materials” has the meaning assigned to
such term in Section 9.15. 


“Borrowing” means Loans of the same Class, Type and
currency made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect.


“Borrowing Request” means a request by a Borrower
for a Borrowing in accordance with Section 2.03, substantially in
the form of Exhibit B. 


“Borrowing Subsidiary” means, at any time, each
Restricted Subsidiary incorporated or organized in a State of the United States
of America that has been designated as a Borrowing Subsidiary by the Company
pursuant to Section 2.20  and that has not ceased to be a Borrowing
Subsidiary as provided in such Section.


“Borrowing Subsidiary Agreement” means a Borrowing
Subsidiary Agreement substantially in the form of Exhibit C-1. 


“Borrowing Subsidiary Termination” means a
Borrowing Subsidiary Termination substantially in the form of Exhibit C-2. 


“Business Day” means any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided  that, when used
in connection with a Eurodollar Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in the relevant
currency in the London interbank market or the principal financial center of
such currency (and, if the Borrowings or LC Disbursements which are the subject
of a borrowing, drawing, payment, reimbursement or rate selection are
denominated in Euro, the term “Business Day” shall also exclude any day on
which the TARGET2 payment system is not open for the settlement of payments in
Euro).


“Capital Lease Obligations” of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP and any obligations of such Person under any
synthetic lease financing whether or not such obligation is classified as a
capital lease under GAAP.


“Cash Collateralize” means, to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of one or more of
the Issuing Lenders or the Lenders, as collateral for the LC Exposure at such
time or obligations of the Lenders to fund participations in respect of Letters
of Credit, cash or deposit account balances or, if the Administrative Agent and
the applicable Issuing Lender shall agree, in their sole discretion, other credit
support, in each case pursuant to documentation in form and substance
satisfactory to the Administrative Agent and the applicable Issuing Lender.  “Cash
Collateral” shall have a meaning correlative to the foregoing and shall
include the proceeds of such Cash Collateral and other credit support.


“Cash Interest Expense” means, for any period, the
sum of all cash (or cash equivalent) payments of interest and prepayment
charges and dividend payments on Disqualified Stock, if any, including, without
limitation, all net amounts payable (or receivable) under interest rate
protection agreements and all imputed interest in respect of Capital Lease
Obligations paid by the Company and its Restricted Subsidiaries on a
consolidated basis during such period (net of any interest income); provided,
that Cash Interest Expense shall exclude any one-time financing fees, including
those paid in connection with the Transactions or any amendment of this
Agreement.


“Cash Management Agreement” means any agreement to
provide to any Loan Party cash management services for collections, treasury
management services (including controlled disbursement, overdraft, automated
clearing house fund transfer services, return items and interstate depository
network services) any demand deposit, payroll, trust or operating account
relationships, commercial credit cards, merchant card, purchase or debit cards,





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non-card e-payables services, and other cash management
services, including electronic funds transfer services, lockbox services, stop
payment services and wire transfer services. 


“Cash Management Bank” means any person that, at
the time it enters into a Cash Management Agreement is an Agent, a Lender or an
Affiliate of any such person, in each case, in its capacity as a party to such
Cash Management Agreement. 


“CFC” means a “controlled foreign corporation”
within the meaning of section 957(a) of the Code.


“CFC Holdco” means a Domestic Subsidiary that has
no material assets other than capital stock of one or more Foreign Subsidiaries
that are CFCs, including the indirect ownership of such Equity Interests
through one or more Domestic Subsidiaries that have no other material assets.


“Change in Control” means (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the SEC thereunder as in effect on the Effective Date), of Equity Interests
representing more than 50% of either the aggregate ordinary voting power or the
aggregate equity value represented by the issued and outstanding Equity
Interests in the Company; (b) occupation of a majority of the seats (other than
vacant seats) on the Board of Directors by Persons who were neither (i)
nominated, appointed or approved for consideration by shareholders for election
by the current Board of Directors nor (ii) nominated, appointed or approved for
consideration by shareholders for election by directors so nominated, appointed
or approved; or (c) a Change in Control or similar event, however
denominated, under any Subordinated Indebtedness or any other Material
Indebtedness.


“Change in Law” means the occurrence, after the
Effective Date, of any of the following: (a) the adoption or taking effect of
any law, rule, regulation or treaty, (b) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance
of any request, rule, guideline or directive (whether or not having the force
of law) by any Governmental Authority; provided, however, that
notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines, or
directives thereunder or issued in connection therewith, and (ii) all requests,
rules, guidelines, or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law” regardless of the date enacted, adopted or issued.


“Class,” when used in reference to (a) any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are Initial Revolving Loans, Other Revolving Loans, Initial Term A Loans or
Other Term Loans and (b) any Commitment refers to whether such Commitment is a
Term Loan Commitment to make Initial Term A Loans or Other Term Loans or a
Revolving Credit Commitment to make Initial Revolving Loans or Other Revolving
Loans.  Other Term Loans or Other Revolving Loans that have different terms and
conditions (together with the Commitments in respect thereof) from the Initial
Term A Loans or Initial Revolving Loans, respectively, or from other Other Term
Loans or other Other Revolving Loans, as applicable, shall be construed to be
in separate and distinct Classes.


“Class Loans” has the meaning assigned to such term
in Section 9.02(f). 


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


“Collateral” means any and all “Collateral,” as
defined in any applicable Security Document and all other property that is
subject to any Lien in favor of the Collateral Agent for the benefit of the
Secured Parties pursuant to any Security Document; provided  that,
notwithstanding anything herein or in any Security Document or other Loan
Document, the “Collateral” shall exclude any Excluded Property.


“Collateral Agent” means JPMorgan Chase Bank, N.A.
or any successor thereto in its capacity as collateral agent for the Secured
Parties.






-5- 












 





“Collateral
and Guarantee Requirement” means, at any time, that the following
requirements shall be satisfied (to the extent such requirements are stated to
be applicable at the time):


(i)      on the Effective
Date, the Collateral Agent shall have received (A) from the Company and each
Guarantor, a counterpart of the Security Agreement and (B) from each Guarantor,
a counterpart of the Guarantee Agreement, in each case, duly executed and
delivered on behalf of such person;


(ii)    
on the Effective Date, (A)(x) all outstanding Equity Interests directly owned
by the Loan Parties, other than Excluded Securities, and (y) all Indebtedness
owing to any Loan Party, other than Excluded Property, shall have been pledged
or assigned for security purposes pursuant to the Security Documents and (B)
the Collateral Agent shall have received certificates or other instruments (if
any) representing such Equity Interests and any notes or other instruments
required to be delivered pursuant to the applicable Security Documents,
together with stock powers, note powers or other instruments of transfer with
respect thereto (as applicable) endorsed in blank;


(iii)   
in the case of any Person that becomes a Guarantor after the Effective Date,
subject to Section 5.13, the Collateral Agent shall have received (A) a
supplement to the Guarantee Agreement and (B) supplements to the Security
Agreement and any other Security Documents, if applicable, in the form
specified therefor or otherwise reasonably acceptable to the Collateral Agent,
in each case, duly executed and delivered on behalf of such Guarantor;


(iv)    
after the Effective Date, subject to Section 5.13, all outstanding
Equity Interests of any person (other than Excluded Property) that are directly
held or acquired by a Loan Party after the Effective Date and all Indebtedness
owing to any Loan Party (other than Excluded Property) that are directly
acquired by a Loan Party after the Effective Date shall have been pledged
pursuant to the Security Documents and the Collateral Agent shall have received
certificates or other instruments (if any) representing such Equity Interests
and any notes or other instruments required to be delivered pursuant to the
applicable Security Documents, together with stock powers or other instruments
of transfer with respect thereto (as applicable) endorsed in blank;


(v)     
except as otherwise contemplated by this Agreement or any Security Document,
all documents and instruments, including Uniform Commercial Code financing
statements, and filings with the United States Copyright Office and the United
States Patent and Trademark Office, and all other actions reasonably requested
by the Collateral Agent (including those required by applicable Requirements of
Law) to be delivered, filed, registered or recorded to create the Liens
intended to be created by the Security Documents (in each case, including any
supplements thereto) and perfect such Liens to the extent required by, and with
the priority required by, the Security Documents, shall have been delivered,
filed, registered or recorded or delivered to the Collateral Agent for filing, registration
or the recording substantially concurrently with, or promptly following, the
execution and delivery of each such Security Document;


(vi)      evidence
of the insurance (if any) required by the terms of Section 5.07 
hereof shall have been received by the Collateral Agent;  and


(vii)   
after the Effective Date, the Collateral Agent shall have received, (i) such
other Security Documents as may be required to be delivered pursuant to Section 5.13 
or the Security Documents, and (ii) upon reasonable request by the Collateral
Agent, evidence of compliance with any other requirements of Section 5.13;
provided, that notwithstanding anything herein to the contrary no actions in
any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction to
create or perfect any security interest in assets located or titled outside the
U.S., including any intellectual property registered in any non-U.S.
jurisdiction shall be required or requested to be delivered, filed, registered
or recorded (it being understood that there shall be no security agreements or
pledge agreements governed under the laws of any non-U.S. jurisdiction).


Notwithstanding any of the foregoing provisions of this
definition, if the Company or any Guarantor shall be using commercially reasonable
efforts to create or perfect any pledge of Equity Interests in or Indebtedness
of any Foreign Subsidiary or the Target or any subsidiaries of the Target, the
failure to have created or perfected such pledge shall 




-6- 












 





not,
in and of itself, prevent the Collateral and Guarantee Requirement from being
satisfied until the 90th day after the Effective Date(or such later day as the
Collateral Agent may agree in its reasonable discretion).


Notwithstanding anything to the contrary in this
Agreement, the Security Documents or any other Loan Document, (i) the
Collateral Agent may grant extensions of time or waiver of requirement for the
creation or perfection of security interests in or the obtaining of insurance
with respect to particular assets (including extensions beyond the Effective
Date for the perfection of security interests in the assets of the Loan Parties
on such date) where it reasonably determines, in consultation with the
Borrower, that perfection or obtaining of such items cannot be accomplished without
undue effort or expense by the time or times at which it would otherwise be
required by this Agreement or the other Loan Documents, (ii) there shall be no
control, lockbox or similar arrangements nor any control agreements relating to
the Borrower’s and its Subsidiaries’ bank accounts (including deposit,
securities or commodities accounts) and (iii) there shall be no mortgages or
landlord, mortgagee or bailee waivers required. 


“Commitment” means, as applicable, a Revolving
Credit Commitment and/or a Term Loan Commitment.


“Commodity Exchange Act” means the Commodity
Exchange Act (7 U.S.C. § 1 et  seq.), as amended from time to
time, and any successor statute.


“Company” has the meaning assigned to such term in
the first paragraph of this Agreement.


“Connection Income Taxes” means Other Connection
Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes.


“Consolidated EBITDA” means, for the Company and
its Restricted Subsidiaries for any period determined on a consolidated basis,
without duplication, the Consolidated Net Income for such period plus,
to the extent deducted in determining such Consolidated Net Income, (a) Cash
Interest Expense, (b) depreciation and amortization, (c) other non-cash,
non-recurring charges, (d) income tax expense (including state franchise taxes
based upon income) net of income tax receivables and (e) non-capitalized fees
and expenses paid during such period which were incurred in connection with the
Transactions and this Agreement plus, to the extent deducted in
determining such Consolidated Net Income, distributions from Unrestricted
Subsidiaries to the extent actually received by the Company or any Restricted
Subsidiary.


“Consolidated Net Income” means, for any Person for
any period, the net income (or loss) of such Person and its subsidiaries during
such period, calculated and consolidated or combined in accordance with GAAP; provided 
that there shall be excluded from such net income (to the extent otherwise
included therein) the following:  (a) any non-cash, non-recurring charges, (b)
gains or losses attributable to Property sales not in the ordinary course of
business (as determined in good faith by the management of the Borrower), (c)
the cumulative effect of a change in accounting principles and any gains or
losses attributable to write-ups or write-downs of assets, (d) the net income (or loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting, provided that the income of such Person will be included to
the extent of the amount of dividends or similar distributions paid in cash (or
converted to cash) to the specified Person or a Restricted Subsidiary of the
Person and (e) the net income (or loss) attributable to the minority equity
interests of third parties in any non-Wholly Owned Subsidiary except to the
extent of the dividends paid in cash (or convertible into cash) during such
period on the shares of Equity Interests of
such Subsidiary held by such third parties. 


“Consolidated Net Tangible Assets” means the total
assets of the Company and its Restricted Subsidiaries less, without
duplication, (a) intangible assets including, without limitation, goodwill,
research and development costs, trademarks, trade names, patents, franchises,
copyrights, licenses and like general intangibles, experimental or
organizational expense, unamortized debt discount and expense carried as an
asset, all reserves and any write-up in the book of value of assets made after
the Effective Date (other than write-ups of assets of a going concern business
made within 12 months after the acquisition of such business), net of
accumulated amortization and (b) all reserves for depreciation and other asset
valuation reserves (but excluding reserves for federal, state and other income
taxes).  Consolidated Net Tangible Assets shall be determined on a Pro Forma
Basis.






-7- 












 





“Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  “Controlled”
has a meaning correlative thereto.


“Credit Exposure” means, as to any Lender at any
time, the sum of (a) such Lender’s Revolving Credit Exposure at such time, plus
(b) an amount equal to the aggregate principal amount of its Term Loans
outstanding at such time.


“Debtor Relief Laws” means the Bankruptcy Code of
the United States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.


“Default” means any event or condition that
constitutes an Event of Default or that upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default.


“Defaulting Lender” means, subject to Section 2.22(b),
any Lender that (a) has failed to (i) fund all or any portion of its Loans
within two Business Days of the date such Loans were required to be funded by
it hereunder unless such Lender notifies the Administrative Agent and the
Company in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which
conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to
the Administrative Agent, any Issuing Lender or any other Lender any other
amount required to be paid by it hereunder (including in respect of its
participations in Letters of Credit) within two Business Days of the date when
due, (b) has notified the Company, the Administrative Agent or any Issuing
Lender in writing that it does not intend to comply with its funding
obligations hereunder or has made a public statement to that effect (unless
such writing or public statement relates to such Lender’s obligation to fund a
Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent,
together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied, (c) has failed, within three
Business Days after written request by the Administrative Agent or the Company,
to confirm in writing that it will comply with its prospective funding
obligations hereunder (provided  that such Lender shall cease to be a
Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Company), or (d) has, or has a
direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such capacity or, in the
good faith determination of the Administrative Agent, has taken any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in,
any such proceeding or appointment; provided  that a Lender shall not be
a Defaulting Lender solely by virtue of (A) an Undisclosed Administration or
(B) the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a Governmental Authority so long
as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of the courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit
such Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made by such Person.


“Designated Lender” has the meaning assigned to such
term in Section 2.02(b). 


“Disclosed Matters” means the actions, suits and
proceedings disclosed in Schedule 1.01A. 


“Disqualified Stock” means, with respect to any
person, any Equity Interests of such person that, by their terms (or by the
terms of any security or other Equity Interests into which they are convertible
or for which they are exchangeable), or upon the happening of any event or
condition (a) matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or are mandatorily redeemable (other than
solely for Qualified Equity Interests of the Company), pursuant to a sinking
fund obligation or otherwise, (b) are redeemable at the option of the holder
thereof (other than solely for Qualified Equity Interests of the Company), in
whole or in part, (c) provides for scheduled, mandatory payments of dividends
in cash, or (d) are or become convertible into or exchangeable for 




-8- 












 





Indebtedness or any other Equity Interests that would
constitute Disqualified Stock, in the case of each of the foregoing clauses
(a), (b), (c) and (d), (A) prior to the date that is ninety-one (91) days after
the Latest Maturity Date in effect at the time of issuance thereof and (B)
except as a result of a change of control or asset sale so long as any rights
of the holders thereof upon the occurrence of a change of control or asset sale
event shall be subject to the prior repayment in full of the Loans and all
other Secured Obligations that are accrued and payable and the termination of
the Commitments (provided, that only the portion of the Equity Interests
that so mature or are mandatorily redeemable, are so convertible or
exchangeable or are so redeemable at the option of the holder thereof prior to
such date shall be deemed to be Disqualified Stock).  Notwithstanding the
foregoing: (i) any Equity Interests issued to any employee or to any plan for
the benefit of employees of the Company or the Subsidiaries or by any such plan
to such employees shall not constitute Disqualified Stock solely because they
may be required to be repurchased by the Company in order to satisfy applicable
statutory or regulatory obligations or as a result of such employees’
termination, death or disability and (ii) any class of Equity Interests of such
person that by its terms authorizes such person to satisfy its obligations
thereunder by delivery of Equity Interests that are not Disqualified Stock
shall not be deemed to be Disqualified Stock.


“Domestic Subsidiaries” means all Subsidiaries that
are organized under the laws of the United States, any state thereof or the
District of Columbia.


“ECP” means an “eligible contract participant” as
defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures
Trading Commission and/or the SEC.


“Effective Date” means the date on which the
conditions specified in Section 4.01 are satisfied (or waived in
accordance with Section 9.02). 


“EMU Legislation” means the legislative measures of
the European Union for the introduction of, changeover to or operation of the
Euro in one or more member states.


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


“Environmental Liability” means any liability,
contingent or otherwise (including any liability for damages, costs of
environmental investigation or remediation, fines, penalties or indemnities),
of the Company or any Subsidiary directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


“Equity Interests” means shares of capital stock,
partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a
Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any such equity interest.


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


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


“ERISA Event” means (a) any “reportable event,” as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived); (b) the existence with respect to any Plan of any unpaid “minimum
required contribution” (as defined in Section 430 of the Code or Section 303 of
ERISA), whether or not waived, or with respect to a Multiemployer Plan, any
failure to 




-9- 












 





make a required contribution; (c) the
filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Company or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal (including under Section 4062(e) of ERISA)
from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
the Company or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA or is in “endangered” or “critical” status, within the meaning of
Section 432 of the Code or Section 305 of ERISA.


“EU Lending Passport” means the
right of passport to provide lending services on a cross-border basis under the
Council Directive of 20 March 2000 relating to the taking up and pursuit of the
business of credit institutions (No. 2000/12/EC) in the relevant European
Economic Area member state.  For purposes hereof, “EU Lending Passport”
shall include each right of passport to the extent multiple rights of passport
are required under the aforementioned Council Directive to extend credit to
Borrowers in their respective jurisdictions of organization.


“Euro” or “€” means the currency constituted
by the Treaty on the European Union and as referred to in the EMU Legislation.


“Eurodollar,” when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted LIBO
Rate.


“Event of Default” has the meaning assigned to such
term in Article VII. 


“Exchange Rate” means, on any day, with respect to
any Alternative Currency, the rate at which such Alternative Currency may be
exchanged into U.S. Dollars, as set forth at approximately 11:00 a.m., Local
Time, on such date on the Reuters World Currency Page for such Alternative
Currency. In the event  that such rate does not appear on any Reuters
World Currency Page, the Exchange Rate with respect to such Alternative
Currency shall be determined by reference to such other any  publicly
available service for displaying exchange rates as may be reasonably selected
by the Administrative Agent or, in the event no such service is selected, such
Exchange Rate shall instead be calculated on the basis of the arithmetical mean
of the buy and sell spot rates of exchange of the Administrative Agent for such
Alternative Currency on the London market at 11:00 a.m., Local Time, on such
date for the purchase of U.S. Dollars with such Alternative Currency, for
delivery two Business Days later; provided, that if at the time of any
such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent, after consultation with the Company, may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be conclusive absent manifest error.


“Exchange Rate Date” means, if on such date any
outstanding Revolving Credit Exposure is (or any Revolving Credit Exposure that
has been requested at such time would be) denominated in a currency other than
U.S. Dollars, each of:


(i)      the first Business Day
of each calendar month,


(ii)     if an Event of Default
has occurred and is continuing, any Business Day designated as an Exchange Rate
Date by the Administrative Agent in its sole discretion, and


(iii)    each date (with such
date to be reasonably determined by the Administrative Agent) that is on or
about the date of (a) a Borrowing Request or an Interest Election Request with
respect to any Revolving Borrowing denominated in a currency other than U.S.
Dollars or (b) each request for the issuance, amendment, renewal or extension
of any Letter of Credit denominated in a currency other than U.S. Dollars.






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“Excluded Property” means
(i) any fee-owned real property and any leasehold interest in real property,
(ii) motor vehicles and other assets subject to certificates of title, except
to the extent a security interest therein can be perfected by the filing of a
UCC financing statement, (iii) commercial tort claims, except to the extent a
security interest therein can be accomplished by the filing of a UCC financing
statement (it being understood that no actions shall be required to perfect a
security interest in commercial tort claims, other than the filing of a UCC
financing statement), (iv) governmental licenses or state or local franchises,
charters and authorizations and any other property and assets to the extent
that the grant of security interests therein are prohibited or restricted
thereby or under applicable laws (including, without limitation, rules and
regulations of any governmental authority or agency) or the pledge or creation
of a security interest in which would require governmental consent, approval,
license or authorization not obtained, other than to the extent such
prohibition or limitation is rendered ineffective under the UCC or other
applicable law notwithstanding such prohibition and other than proceeds and
receivables thereof, the assignment of which is expressly deemed effective
under the UCC or other applicable law notwithstanding such prohibition, (v) any
lease, license or agreement or any property subject to a purchase money
security interest, Capital Lease Obligations or similar arrangement permitted
under this Agreement, in each case, to the extent the grant of a security
interest therein would violate or invalidate such lease, license or agreement
or purchase money or similar arrangement or create a right of termination in
favor of any other party thereto (other than the Company or any other Loan Party)
after giving effect to the applicable anti-assignment provisions of the UCC or
other applicable law, other than proceeds and receivables thereof, the
assignment of which is expressly deemed effective under the UCC or other
applicable law notwithstanding such prohibition, (vi) letter of credit rights,
except to the extent a security interest therein can be accomplished by the
filing of a UCC financing statement (it being understood that no actions shall
be required to perfect a security interest in letter of credit rights, other
than the filing of a UCC financing statement), (vii) any intent-to-use
trademark application prior to the filing and acceptance of a “Statement of
Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any,
that, and solely during the period, if any, in which the grant of a security
interest therein would impair the validity or enforceability of such
intent-to-use trademark application under applicable federal law,
(viii) any Excluded Securities, (ix) for the avoidance of doubt, any
assets owned by, or the Equity Interests of, any Unrestricted Subsidiary (which
shall in no event constitute Collateral hereunder, nor shall any Unrestricted
Subsidiary be a Loan Party hereunder), (x) any property subject to an enforceable
contractual obligation binding on the assets that existed at the time of the
acquisition thereof and was not created or made binding on the assets in
contemplation or in connection with the acquisition of such assets, to the
extent the grant of a security interest therein is restricted by or would
violate such contractual obligation or create a right of termination in favor
of any other party thereto (other than the Company or any other Loan Party)
after giving effect to the applicable anti-assignment provisions of the UCC or
other applicable law, other than proceeds and receivables thereof, the
assignment of which is expressly deemed effective under the UCC or other
applicable law notwithstanding such prohibition and (xi) assets in
circumstances where the cost or other consequences of obtaining or perfecting a
security interest in favor of the Secured Parties under the Security Documents
in such assets (including any adverse Tax consequences to any of the Loan
Parties) are likely to be excessive in light of the practical benefit to the
Lenders afforded thereby as reasonably determined by the Company and the
Administrative Agent. 


“Excluded Securities” means any of the following:


(a)      any Equity Interests or
Indebtedness with respect to which the Collateral Agent and the Company
reasonably agree that the cost or other consequences of pledging such Equity
Interests or Indebtedness in favor of the Secured Parties under the Security
Documents (including any adverse Tax consequences) are likely to be excessive
in light of the practical benefit to the Lenders afforded thereby;


(b)      any Equity Interests or
Indebtedness to the extent, and for so long as, the pledge thereof would be
prohibited by any Requirement of Law;


(c)      any Equity Interests of
any Person that is not a Wholly Owned Subsidiary to the extent (x) such
Subsidiary does not constitute a Material Subsidiary or (y) (A) that a pledge
thereof to secure the Secured Obligations is prohibited by (i) any applicable
organizational documents, joint venture agreement, shareholder agreement, or
similar agreement governing such Equity Interests or (ii) any other contractual
obligation with an unaffiliated third party not in violation of this Agreement,
including Section 6.05, but, in the case of this subclause (A), only to the
extent, and for so long as, such prohibition is not terminated or rendered
unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or
any other 




-11- 












 





Requirement of Law, (B) any organizational
documents, joint venture agreement, shareholder agreement, or similar agreement
governing such Equity Interests (or other applicable contractual obligation
referred to in subclause (A)(ii) above) prohibits such a pledge without the
consent of any other party but, in the case of this subclause (B) (other than
with respect to joint venture agreements), only to the extent, and for so long
as, such prohibition is not terminated or rendered unenforceable or otherwise
deemed ineffective by the Uniform Commercial Code or any other Requirement of
Law; provided, that this clause (B) shall not apply if (1) such other party is
a Loan Party or a Wholly Owned Subsidiary or (2) consent has been obtained to
consummate such pledge (it being understood that the foregoing shall not be
deemed to obligate the Company or any Subsidiary to obtain any such consent)
and for so long as such organizational documents, joint venture agreement,
shareholder agreement or similar agreement (or other contractual obligation
referred to in subclause (A)(ii) above) or replacement or renewal thereof is in
effect, or (C) a pledge thereof to secure the Secured Obligations would give
any other party (other than a Loan Party or a Wholly Owned Subsidiary) to any
organizational documents, joint venture agreement, shareholder agreement or
similar agreement governing such Equity Interests the right to terminate its
obligations thereunder, but only to the extent, and for so long as, such right
of termination is not terminated or rendered unenforceable or otherwise deemed
ineffective by the Uniform Commercial Code or any other Requirement of Law;


(d)      any Equity Interests of
any Unrestricted Subsidiary;


(e)      any Margin Stock; and


(f)      (i) voting Equity
Interests in (A) any Foreign Subsidiary that is a CFC or (B) any CFC Holdco, in
each case, in excess of 65% of all such voting Equity Interests and (ii) all
Equity Interests in any Domestic Subsidiary or Foreign Subsidiary in each case
that is owned by a Foreign Subsidiary that is a CFC.


“Excluded Subsidiary” means any of the following:


(a)      each Immaterial
Subsidiary,


(b)      each Domestic Subsidiary
that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a
non-Wholly Owned Subsidiary),


(c)      each Domestic Subsidiary
that is prohibited from Guaranteeing or granting Liens to secure the
Obligations by any Requirement of Law or that would require consent, approval,
license or authorization of a Governmental Authority to Guarantee or grant
Liens to secure the Obligations (unless such consent, approval, license or
authorization has been received),


(d)      each Domestic Subsidiary
that is prohibited by any applicable contractual requirement from Guaranteeing
or granting Liens to secure the Obligations existing on the Effective Date or
existing at the time such Subsidiary becomes a Subsidiary not in violation of
this Agreement (and for so long as such restriction or any replacement or
renewal thereof is in effect),


(e)      any Foreign Subsidiary,


(f)      any Domestic Subsidiary
(i) that is a CFC Holdco or (ii) that is a direct or indirect Subsidiary of a
Foreign Subsidiary that is a CFC,


(g)      any other Domestic
Subsidiary with respect to which the Administrative Agent and the Company
reasonably agree that the cost or other consequences (including any Tax
consequences) of providing a Guarantee of or granting Liens to secure the
Obligations would be excessive in relation to the practical benefit to be
afforded thereby, and


(h)      each Unrestricted
Subsidiary.






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“Excluded Swap Obligation”
means, with respect to any Loan Party, any Specified Swap Obligation if, and to
the extent that, all or a portion of the Guarantee by such Loan Party of, or
the grant by such Loan Party of a security interest to secure, such Specified
Swap Obligation (or any Guarantee thereof) is or becomes illegal under the
Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of
any thereof) (a) by virtue of such Loan Party’s failure for any reason to
constitute an ECP at the time the Guarantee of such Loan Party or the grant of
such security interest becomes or would become effective with respect to such
Specified Swap Obligation or (b) in the case of a Specified Swap Obligation
subject to a clearing requirement pursuant to Section 2(h) of the Commodity
Exchange Act (or any successor provision thereto), because such Loan Party is a
“financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity
Exchange Act (or any successor provision thereto), at the time such Guarantee
of such Loan Party becomes or would become effective with respect to such
related Specified Swap Obligation.  If a Specified Swap Obligation arises under
a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Specified Swap Obligation that is attributable to
swaps for which such Obligation is guaranteed by such Loan Party or security
interest is or becomes illegal.


“Excluded Taxes” means any of the following Taxes imposed
on or with respect to a Recipient or required to be withheld or deducted from a
payment to a Recipient:  (a) Taxes imposed on or measured by such Recipient’s
net income (however denominated), franchise Taxes and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the
laws of, or having its principal office located in or, in the case of any
Lender, its applicable lending office located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes
imposed on amounts payable to or for the account of such Lender with respect to
an applicable interest in a Loan or Commitment, pursuant to a law in effect on
the date on which (i) such Lender acquires such interest in the applicable
Commitment, or, in the case of an applicable interest in a Loan not funded
pursuant to a prior Commitment, such Lender acquires such interest in such
Loan; provided that this clause (b)(i) shall not apply to an assignee pursuant
to a request by the Company under Section 2.18(b) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section
2.16, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender acquired such applicable interest in
such Loan or Commitment or to such Lender immediately before it changed its
lending office, (c) Taxes attributable to such Recipient’s failure to comply
with Section 2.16(f) and (d) any Taxes imposed under FATCA.


“Existing Class Loans” has the meaning assigned to
such term in Section 9.02(f). 


“Existing Credit Agreement” has the meaning
assigned to such term in the Preliminary Statements to this Agreement.


“Extended Revolving Credit Commitment” has the
meaning assigned to such term in Section 2.23(a). 


“Extended Revolving Loan” has the meaning assigned
to such term in Section 2.23(a). 


“Extended Term Loan” has the meaning assigned to
such term in Section 2.23(a). 


“Extending Lender” has the meaning assigned to such
term in Section 2.23(a). 


“Extension” has the meaning assigned to such term
in Section 2.23(a). 


“Extension Amendment” has the meaning assigned to
such term in Section 2.23(b). 


“Facility” means the respective facility and
commitments utilized in making Loans and credit extensions hereunder, it being
understood that, as of the Effective Date there are two Facilities (i.e.,
the Initial Term A Facility and the Revolving Facility) and thereafter, the
term “Facility” may include any other Class of Commitments and the extensions
of credit thereunder.


“FATCA” means Sections 1471 through 1474 of the
Code, as of the Effective Date (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any
current or 




-13- 












 





future regulations or official
interpretations thereof and any agreements entered into pursuant to current
Section 1471(b)(1) of the Code (or any amended or successor version described
above), and any intergovernmental agreements (and any related laws)
implementing the foregoing.


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


“Financial Officer” means the chief financial
officer, principal accounting officer, treasurer or controller of the Company.


“Fiscal Quarter” means the fiscal quarter of the
Company, ending on the last day of each March, June, September and December of
each year.


“Foreign Lender” means (a) if a Borrower is a U.S.
Person, a Lender that is not a U.S. Person and (b) if a Borrower is not a U.S.
Person, a Lender that is resident or organized under the laws of a jurisdiction
other than that in which such Borrower is resident for tax purposes.


“Foreign Subsidiary” means any Subsidiary that is
not a Domestic Subsidiary.


“Fronting Exposure” means, at any time there is a
Defaulting Lender, with respect to any Issuing Lender, such Defaulting Lender’s
Applicable Percentage of the LC Exposure attributable to such Issuing Lender at
such time other than LC Exposure as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof.


“GAAP” means generally accepted accounting
principles in the United States of America, applied on a consistent basis,
subject to the provisions of Section 1.03; provided  that any
reference (or deemed reference) to the application of GAAP to a Foreign
Subsidiary (and not as a consolidated Subsidiary of the Borrower) shall mean
generally accepted accounting principles in effect from time to time in the
jurisdiction of organization of such Foreign Subsidiary.


“Governmental Approval” means (a) any
authorization, consent, approval, license, waiver, ruling, permit, tariff,
rate, certification, exemption, filing, variance, claim, order, judgment,
decree, sanction or publication of, by or with; (b) any notice to; (c) any
declaration of or with; or (d) any registration by or with, or any other action
or deemed action by or on behalf of, any Governmental Authority.


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


“Guarantee” of or by any Person (the “guarantor”)
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or to purchase
(or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services for
the purpose of assuring the owner of such Indebtedness or other obligation of
the payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness or other obligation or
(d) as an account party in respect of any letter of credit or 




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letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.


“Guarantee Agreement” means a guarantee agreement
substantially in the form of Exhibit F, made by the Guarantors in favor
of the Administrative Agent for the benefit of the Lenders.


“Guarantors” means each Person that becomes party
to a Guarantee Agreement as a Guarantor, and the permitted successors and
assigns of each such Person (except to the extent such successor or assign is
relieved from its obligations under the Guarantee Agreement pursuant to the
provisions of this Agreement).


“Hazardous Materials” means all explosive or
radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.


“Hedge Bank” means any Agent, Lender or an
Affiliate thereof that is a party to a Swap Agreement with a Loan Party and any
Person that was an Agent, a Lender or an Affiliate thereof at the time it
entered into a Swap Agreement with a Loan Party.


“Immaterial Subsidiaries” means all Subsidiaries
other than the Material Subsidiaries.


“Incremental Assumption Agreement” means an
Incremental Assumption Agreement in form and substance reasonably satisfactory
to the Administrative Agent, among the Company, the Administrative Agent and,
if applicable, one or more Incremental Term Loan Lenders and/or Incremental
Revolving Lenders.


“Incremental Commitment” means any Incremental
Revolving Credit Commitment or Incremental Term Loan Commitment.


“Incremental Equivalent Debt” means shall mean
Indebtedness issued, incurred or otherwise obtained by the Borrower (which may
be guaranteed by any other Loan Party) in respect of one or more series of
senior unsecured notes, senior secured first lien or junior lien notes or
subordinated notes (in each case issued in a public offering, Rule 144A or
other private placement in lieu of the foregoing (and any Registered Equivalent
Notes issued in exchange therefor)) or junior lien or unsecured (but not senior
secured first lien) loans or secured (but not senior secured first lien) or
unsecured mezzanine Indebtedness that, in each case, if secured, will be
secured by Liens on the Collateral on a pari passu basis (but without regard to
the control of remedies) or a junior priority basis with the Liens on
Collateral securing the Secured Obligations, and that are issued or made in
lieu of Incremental Loans; provided that (i) the aggregate principal amount of
all Incremental Equivalent Debt at the time of issuance or incurrence shall not
exceed the amount that would be permitted to be incurred as Incremental Loans
under Section 2.19(a) at such time (with any Incremental Equivalent Debt
being deemed to constitute secured Indebtedness for the purposes calculating
the Secured Leverage Ratio set forth in Section 2.19(a) even if
unsecured), (ii) such Incremental Equivalent Debt shall not be subject to any
Guarantee by any Person other than a Loan Party, (iii) in the case of
Incremental Equivalent Debt that is secured, the obligations in respect thereof
shall not be secured by any Lien on any asset of any Person other than any
asset constituting Collateral, (iv) if such Incremental Equivalent Debt is
secured, such Incremental Equivalent Debt shall be subject to an applicable
Intercreditor Agreement and if such Incremental Equivalent Debt is payment
subordinated, shall be subject to a subordination agreement on terms that are
reasonably acceptable to the Administrative Agent and (v) at the time of
incurrence, such Incremental Equivalent Debt has a final maturity date equal to
or later than the Latest Maturity Date then in effect with respect to, and has
a Weighted Average Life to Maturity equal to or longer than, the Weighted
Average Life to Maturity of, the Class of outstanding Term Loans with the then
Latest Maturity Date or Weighted Average Life to Maturity, as the case may be.


“Incremental Loan” means an Incremental Term Loan
or an Incremental Revolving Loan.


“Incremental Revolving Credit Commitment” means any
increased or incremental commitment provided pursuant to Section 2.19. 






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  “Incremental Revolving
Lender” means a Lender with an Incremental Revolving Credit Commitment or
an outstanding Incremental Revolving Loan.


“Incremental Revolving Loans” means Revolving Loans
made by one or more Revolving Lenders to the Borrower pursuant to an
Incremental Revolving Credit Commitment to make additional Revolving Loans.


“Incremental Term Loan Amendment” has the meaning
assigned to such term in Section 2.19(a). 


“Incremental Term Loan Commitment” means the
commitment of any Lender, established pursuant to Section 2.19, to
make Incremental Term Loans to the Company.


“Incremental Term Loan Lender” means a Lender with
an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.


“Incremental Term Loans” means any additional term
loans made pursuant to Section 2.19. 


“Indebtedness” of any Person means, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property acquired by such Person, (d)
all obligations of such Person in respect of the deferred purchase price of
property or services (excluding accounts and trade payables payable incurred in
the ordinary course of business), (e) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (f) all
Guarantees by such Person of Indebtedness of others, (g) all Capital Lease
Obligations of such Person, (h) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of
guaranty, (i) the amount of all obligations of such Person with respect to the
mandatory redemption, mandatory repayment or other mandatory repurchase of any
Disqualified Stock of the Company (excluding accrued dividends that have not
increased the liquidation preference of such Disqualified Stock) and (j) all
obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances.  The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not
liable therefor.


“Indemnified Taxes” means all (a) Taxes, other than
Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of any Loan Party under any Loan Document and (b) to the
extent not otherwise described in (a), Other Taxes.


“Initial Revolving Loan” means a Revolving Loan
made (i) pursuant to the Revolving Credit Commitments in effect on the
Effective Date or (ii) pursuant to any Incremental Revolving Credit Commitment
made on the same terms as (and forming a single Class with) the Revolving
Credit Commitments referred to in clause (i) of this definition.


“Initial Term A Borrowing” means any Borrowing
comprised of Initial Term A Loans.


“Initial Term A Facility” means the Initial Term A
Loan Commitments and the Initial Term A Loans made hereunder.


“Initial Term A Facility Maturity Date” means the
fifth anniversary of the Effective Date.


“Initial Term A Loan Commitment” means, with
respect to each Term Loan Lender, the commitment of such Term Loan Lender to
make Initial Term A Loans hereunder.  The amount of each Term Loan Lender’s
Initial Term A Loan Commitment as of the Effective Date is set forth on Schedule 1.01B. 
The aggregate amount of the Initial Term A Loan Commitments as of the Effective
Date is $230,000,000.






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“Initial Term A Loan
Installment Date” has the meaning assigned to such term in Section
2.09(a). 


“Initial Term A Loans” means the term A loans made
by the Term Loan Lenders to the Company on the Effective Date pursuant to Section 2.01(b). 


“Intellectual Property” means the following:  (a)
copyrights and rights in works of authorship, registrations and applications
for registration thereof, (b) trademarks, service marks, trade names, slogans,
domain names, logos, trade dress and registrations and applications of registrations
thereof, (c) patents, as well as any reissued and reexamined patents and
extensions corresponding to the patents and any patent applications, as well as
any related continuation, continuation in part and divisional applications and
patents issuing therefrom, and all inventions, discoveries and designs claimed
or described therein, (d) trade secrets, confidential information, including
ideas, designs, concepts, compilations of information, methods, techniques,
procedures, processes and other know-how, whether or not patentable and (e) all
other intellectual property or industrial property.


“Intercompany Indebtedness” means any Indebtedness
of the Company or any Subsidiary owed to and held by the Company or any Wholly
Owned Subsidiary; provided  that any subsequent issuance or transfer of
any Equity Interest which results in any such Wholly Owned Subsidiary ceasing
to be a Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness
(other than to the Company or another Wholly Owned Subsidiary) shall be deemed,
in each case, to constitute a new incurrence of Indebtedness other than
Intercompany Indebtedness by the issuer thereof.


“Intercreditor Agreement” means a Permitted First
Lien Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as
applicable.


“Interest Coverage Ratio” means, at any time for
the Test Period then most recently ended, the ratio of (x) Consolidated EBITDA
calculated on a Pro Forma Basis to (y) Cash Interest Expense calculated on a
Pro Forma Basis.


“Interest Election Request” means a request by a
Borrower to convert or continue a Borrowing in accordance with Section 2.07. 


“Interest Payment Date” means (a) with respect to
any ABR Loan, (i) the last day of each March, June, September and December and
(ii) the applicable Maturity Date and (b) with respect to any Eurodollar Loan,
(i) the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months’ duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months' duration after
the first day of such Interest Period and (ii) the applicable Maturity Date.


“Interest Period” means with respect to any
Eurodollar Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter (or, to the extent agreed to by all Lenders
with Commitments or Loans under the applicable Facility, twelve months or any
other period as are satisfactory to the Administrative Agent), as a Borrower
may elect; provided, that (a) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. 
For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.


“Interpolated Rate” means, at any time, for any
Interest Period, the rate per annum (rounded to the same number of decimal
places as the LIBOR Screen Rate) determined by the Administrative Agent (which
determination shall be conclusive and binding absent manifest error) to be
equal to the rate that results from interpolating on a linear basis between (a)
the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate
is 




-17- 












 





available for the applicable currency) that is
shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the
shortest period (for which the LIBOR Screen Rate is available for the
applicable currency) that exceeds the Impacted Interest Period, in each case,
at such time. When determining the rate for a period which is less than the
shortest period for which the LIBOR Screen Rate is available, the LIBOR Screen
Rate for purposes of clause (a) above shall be deemed to be the overnight
screen rate where “overnight screen rate” means the overnight rate determined
by the Administrative Agent from such service as the Administrative Agent may
reasonably select.


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


“IRS” means the United States Internal Revenue
Service.


“Issuing Lender Agreement” means an agreement in
the form of Exhibit E, or in any other form reasonably satisfactory
to the Administrative Agent, pursuant to which a Lender agrees to act as an
Issuing Lender.


“Issuing Lender” means JPMorgan Chase Bank, N.A.
and each other Lender acceptable to the Administrative Agent and the Company
that has entered into an Issuing Lender Agreement, in its capacity as an issuer
of Letters of Credit hereunder, and their respective successors in such
capacity as provided in Section 2.05.  Each Issuing Lender may, in its
discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of such Issuing Lender, in which case the term “Issuing Lender”
shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.  In all other cases, a reference to the “Issuing Lender” means any
Issuing Lender or each Issuing Lender, as the context may require.


“Judgment Currency” has the meaning assigned to
such term in Section 9.13(b). 


“Latest Maturity Date” means, at any date of
determination, the latest Maturity Date applicable to any Loan or Commitment
hereunder at such time, in each case then in effect on such date of
determination.


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


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


“Lead Arranger” means J.P.  Morgan Securities LLC,
in its capacity as Lead Arranger.


“Lenders” means the Persons listed on Schedule 1.01B 
and any other Person that shall have become a Lender hereto pursuant to an
Assignment and Assumption, Incremental Assumption Agreement, Extension
Amendment  or Refinancing Amendment, other than any such Person that ceases to
be a party hereto pursuant to an Assignment and Assumption.  Unless the context
requires otherwise, the term “Lenders” includes each Issuing Lender.


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


“Letter of Credit Subcommitment” means, with
respect to any Issuing Lender, the amount set forth opposite its name in Schedule 1.01B 
or in the Issuing Lender Agreement pursuant to which such Issuing Lender shall
have assumed its Letter of Credit Subcommitment. The aggregate amount of the
Letter of Credit Subcommitments as of the Effective Date is $20,000,000.


“LIBO Rate” means, with respect to any Eurodollar
Borrowing in U.S. Dollars or any Alternative Currency for any applicable
Interest Period, the London interbank offered rate as administered by the ICE
Benchmark Administration (or any other Person that takes over the
administration of such rate for such currency) for a period equal in length to
such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters
screen that displays such rate (or, in the event such rate does not appear on a
Reuters page or screen, on any successor or substitute page of such screen that
displays such rate, or on the appropriate page of such other commercially 




-18- 












 





available information service that publishes such rate
from time to time as selected by the Administrative Agent in its reasonable
discretion; in each case the “LIBOR Screen Rate”) at (i) in the case of
any Eurodollar Borrowing in U.S. Dollars, approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period and
(ii) in the case of an Eurodollar Borrowing in an Alternative Currency,
approximately 11:00 a.m., London time on the Business Day that is generally
treated as the rate fixing day by market practice in the applicable interbank
market for such Alternative Currency, as determined by the Administrative
Agent; provided  that, if the LIBOR Screen Rate shall not be available at
such time for such Interest Period (an “Impacted Interest Period”) with
respect to the applicable currency, then the LIBO Rate shall be the
Interpolated Rate at such time, subject to Section 2.13. 
Notwithstanding the foregoing, in no event shall the LIBO Rate for any Interest
Period be less than 0.00% at any time.


“LIBOR Screen Rate” has the meaning assigned to
such term in the definition of “LIBO Rate.”


“Lien” means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such asset, (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities.  For the purposes of this Agreement and the other
Loan Documents, the Company or any Subsidiary shall be deemed to be the owner
of any Property which it has acquired or holds subject to a conditional sale
agreement, financing lease or other arrangement pursuant to which title to the
Property has been retained by or vested in some other Person for security
purposes.


“Limited Conditionality Acquisition” means any
acquisition by the Borrower or any Subsidiary of all or substantially all of
the equity or assets or business of another Person or assets constituting a
business unit, line of business or division of such Person (a) that is
permitted by this Agreement and (b) the consummation of which is not
conditioned upon the availability of, or on obtaining, third party financing or
in connection with which any fee or expense would be payable by the Borrower or
its Subsidiaries to the seller or target in the event financing to consummate the
acquisition is not obtained as contemplated by the definitive acquisition
agreement.


“Limited Conditionality Acquisition Agreement”
means, with respect to any Limited Conditionality Acquisition, the definitive
acquisition documentation in respect thereof.


“Loan Documents” means this Agreement, each
Borrowing Subsidiary Agreement, each Guarantee Agreement, each Borrowing
Subsidiary Termination, the Security Documents, each Refinancing Amendment,
each Incremental Assumption Agreement, each Extension Amendment, any
Intercreditor Agreement to the extent then in effect, the Notes and the Letters
of Credit.


“Loan Parties” means each Borrower and each
Subsidiary that is party to any Loan Document.


“Loans” means the loans made by the Lenders to the
Borrowers pursuant to this Agreement.


“Local Time” means (i) New York City time in the
case of a Loan, Borrowing or LC Disbursement denominated in U.S. Dollars and
(ii) local time in the case of a Loan, Borrowing or LC Disbursement denominated
in an Alternative Currency (it being understood that such local time shall mean
London, England time unless otherwise notified by the Administrative Agent).


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


“Material Adverse Effect” means any event, development
or circumstance that has had or could reasonably be expected to have a material
adverse effect on (a) the business, assets, property or financial condition of
the Company and the Subsidiaries taken as a whole or (b) the validity or
enforceability of any of the Loan Documents or the rights or remedies of the
Administrative Agent or the Lenders.






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“Material Subsidiary”
means a Restricted Subsidiary that either (a) generates 5% or more of the
Consolidated EBITDA of the Company and the Subsidiaries on a consolidated basis
or (b) holds assets that constitute 5% or more of the all assets of the Company
and the Subsidiaries as a whole.


“Material Indebtedness” means Indebtedness (other
than the Loans and Letters of Credit), or obligations in respect of one or more
Swap Agreements, of any one or more of the Company and its Restricted
Subsidiaries in an aggregate principal amount exceeding $25,000,000.  For
purposes of determining Material Indebtedness, the “principal amount” of the
obligations of the Company or any Restricted Subsidiary in respect of any Swap
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Company or such Restricted Subsidiary would be
required to pay if such Swap Agreement were terminated at such time.


“Maturity Date” means the date that is either (a)
the Term Facility Maturity Date or (b) the Revolving Facility Maturity Date, as
applicable.


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


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


“Net Proceeds” means, with respect to any event,
the proceeds received in respect of such event net of all brokerage
commissions, reasonable fees and out-of-pocket expenses paid by the Company to
third parties (other than Affiliates) in connection with such event.


“New Class Loans” has the meaning assigned to such
term in Section 9.02(f). 


“Non-Consenting Lender” means any Lender that does
not approve any consent, waiver or amendment that (a) requires the approval of
such Lender in accordance with the terms of Section 9.02  and (b)
has been approved by the Required Lenders.


“Non-Defaulting Lender” means, at any time, each
Lender that is not a Defaulting Lender at such time.


“Notes” has the meaning assigned to such term in Section
2.02(e). 


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


“OFAC” means Office of Foreign Assets Control of
the United States Department of the Treasury.


“Order” means an order, writ, judgment, award,
injunction, decree, ruling or decision of any Governmental Authority or
arbitrator.


“Other Connection Taxes” means, with respect to any
Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections
arising from such Recipient having executed, delivered, become a party to,
performed its obligations under, received 




-20- 












 





payments
under, received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an
interest in any Loan or Loan Document).


“Other Incremental Term Loans” has the meaning
assigned to such term in Section 2.19(c)(i). 


“Other Revolving Credit Commitments” means, collectively,
(a) Extended Revolving Credit Commitments to make Extended Revolving Loans and
(b) Replacement Revolving Credit Commitments.


“Other Revolving Loans” means, collectively, (a)
Extended Revolving Loans and (b) Replacement Revolving Loans.


“Other Taxes” means all present or future stamp,
court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance,
enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any
such Taxes that are Other Connection Taxes imposed with respect to an
assignment (other than an assignment made pursuant to Section 2.18(b)). 


“Other Term Facilities” means the Other Term Loan
Commitments and the Other Term Loans made thereunder.


“Other Term Loan Commitments” means, collectively,
(a) Incremental Term Loan Commitments and (b) commitments to make Refinancing
Term Loans.


“Other Term Loans” means, collectively, (a) Other
Incremental Term Loans, (b) Extended Term Loans and (c) Refinancing Term Loans.


“Participant” has the meaning set forth in Section 9.04(c). 


“Participant Register” has the meaning set forth in
Section 9.04(c). 


“PBGC” means the Pension Benefit Guaranty
Corporation referred to and defined in ERISA and any successor entity
performing similar functions.


“Perfection Certificate” means the Perfection
Certificate with respect to the Company and the other Loan Parties in the form
attached hereto as Exhibit G, or such other form as is reasonably
satisfactory to the Administrative Agent.


“Permitted Encumbrances”
means:


(a)      Liens imposed by law for Taxes that are not
yet due or are being contested in compliance with Section 5.05; 


(b)      carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other like Liens imposed by law, arising in the
ordinary course of business and securing obligations that are not overdue by
more than 90 days or are being contested in compliance with Section 5.05; 


(c)      pledges and deposits made in the ordinary
course of business in compliance with workers’ compensation, unemployment
insurance and other social security laws or regulations;


(d)      deposits to secure the performance of bids,
trade contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, in each case in the
ordinary course of business;


(e)      judgment liens in respect of judgments that
do not constitute an Event of Default under clause (k) of Article VII; 






-21- 












 





(f)      easements, zoning
restrictions, rights-of-way and similar encumbrances on real property imposed
by law or arising in the ordinary course of business that do not secure any
monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Company or any Subsidiary;


(g)      any obligations or duties affecting any of
the property of the Company or the Subsidiaries to any municipality or public
authority with respect to any franchise, grant, license or permit which do not
materially impair the use of such property for the purposes for which it is
held;


(h)      Liens arising from precautionary UCC
financing statements regarding operating leases; and


(i)      Liens arising out of consignment or similar
arrangements for the sale of goods entered into by the Company or any of its
Subsidiaries in the ordinary course of business;


provided that the term “Permitted Encumbrances”
shall not include any Lien securing Indebtedness.


“Permitted First Lien Intercreditor Agreement”
means, with respect to any Liens on Collateral that are intended to be equal
and ratable with the Liens securing the Initial Term A Loans (and other Secured
Obligations that are secured by Liens on the Collateral ranking equally and
ratably with the Liens securing the Initial Term A Loans), one or more
intercreditor agreements, each of which shall be on terms which are consistent
with market terms governing security arrangements for the sharing of liens on a
pari passu basis at the time such intercreditor agreement is proposed to be
established, as determined by the Borrower and the Collateral Agent in the exercise
of reasonable judgment.


“Permitted Foreign Investments” means investments
in certificates of deposit, banker’s acceptances and time deposits maturing
within 364 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by any office
of any commercial bank organized under the laws of any jurisdiction outside of
the United States of America.


“Permitted Investments”
means:


(a)      direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by, the
United States of America (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United States of
America), in each case maturing within one year from the date of acquisition
thereof;


(b)      investments in commercial paper maturing
within one year from the date of acquisition thereof and having, at such date
of acquisition, the highest credit rating obtainable from S&P or from
Moody’s;


(c)      investments in certificates of deposit,
banker’s acceptances and time deposits maturing within 364 days from the date
of acquisition thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of America or any State
thereof which (i) has a combined capital and surplus and undivided profits of
not less than $500,000,000 and (ii) has short-term credit ratings of at least
A1 and P1 by S&P and Moody’s, respectively;


(d)      fully collateralized repurchase agreements
with a term of not more than 30 days for securities described in
clause (a) above and entered into with a financial institution satisfying
the criteria described in clause (c) above; provided  that the
Company shall take possession of all securities purchased by the Company or any
Subsidiary under repurchase agreements and shall adhere to customary margin and
mark-to-market procedures with respect to fluctuations in value; 






-22- 












 





(e)      money market funds
that (i) comply with the criteria set forth in SEC Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
Moody’s or invest solely in the assets described in clauses (a) through
(d) above and (iii) have portfolio assets of at least $5,000,000,000;


(f)      municipal (tax-exempt) investments with a
rating of AAA or equivalent rating from at least two of Moody’s, S&P and
Fitch, and a maximum maturity of one year (for securities where the interest
rate is adjusted periodically (e.g.  floating rate securities), the interest
rate reset date will be used to determine the maturity date); and


(g)      variable rate notes issued by, or
guaranteed by, any state agency, municipality or domestic corporation rated A-1
(or the equivalent thereof) or better by S&P or P­1 (or the equivalent
thereof) or better by Moody’s and maturing within 364 days from the date of
acquisition (the interest rate reset date will be used to determine the
maturity date).


“Permitted Junior Intercreditor Agreement” means,
with respect to any Liens on Collateral that are intended to be junior to any
Liens securing the Initial Term A Loans (and other Secured Obligations that are
secured by Liens on the Collateral ranking equally and ratably with the Liens
securing the Initial Term A Loans), one or more intercreditor agreements, each
of which shall be on terms which are consistent with market terms governing
security arrangements for the sharing of liens on a junior basis at the time
such intercreditor agreement is proposed to be established, as determined by
the Borrower and the Collateral Agent in the exercise of reasonable judgment.


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


“Plan” means any employee pension benefit plan
(other than a Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 of the Code or Section 302 of ERISA, and in
respect of which the Company or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA.


“Platform” has the meaning assigned to such
term in Section 9.15. 


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


“Prime Rate” means the rate of interest per annum
publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime
rate in effect at its principal office in New York City; each change in the
Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.


“Pro Forma Basis”  means, as to any
Person, for any events as described below that occur subsequent to the
commencement of a period for which the financial effect of such events is being
calculated, and giving effect to the events for which such calculation is being
made, such calculation as will give pro forma effect to such events as if such
events occurred on the first day of the most recent Test Period ended on or
before the occurrence of such event (the “Reference Period”): (i) any
asset sale and any asset acquisition, Investment (or series of related
Investments) (including any Acquisition) in excess of $50,000,000, capital
expenditure, construction, repair, replacement, improvement, development,
disposition, merger, amalgamation, consolidation (including the Transactions)
(or any similar transaction or transactions), any dividend, distribution or
other similar payment, (ii) the designation of any Restricted Subsidiary as an
Unrestricted Subsidiary or of any Unrestricted Subsidiary as a Restricted
Subsidiary and (iii) any incurrence, repayment, repurchase or redemption
of Indebtedness, other than fluctuations in revolving borrowings in the
ordinary course of business (and not resulting from a transaction as described
in clause (i) above).  Pro forma calculations made pursuant to the definition
of this term “Pro Forma Basis” shall be determined in good faith by a Financial
Officer of the Company.  Interest on a Capital Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by a Financial Officer of
the Company to be the rate of interest implicit in such Capital Lease Obligation
in accordance with GAAP.  For purposes of making the computation referred to
above, interest on any Indebtedness under a revolving credit facility computed
on a pro forma basis shall be computed based upon the average daily
balance of such Indebtedness during the applicable period, except to the extent
the outstandings thereunder are reasonably expected to increase as a result of
any transactions described in clause (i) of 




-23- 












 





the first
paragraph of this definition of “Pro Forma Basis” which occurred during the
respective period or thereafter and on or prior to the date of determination.
Interest on Indebtedness that may optionally be determined at an interest rate
based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rate, shall be deemed to have been based upon the rate
actually chosen, or, if none, then based upon such optional rate chosen as the
Company may designate.


“Pro Rata Extension Offers” has the meaning
assigned to such term in Section 2.23(a). 


“Public Lender” has the meaning assigned to such
term in Section 9.15. 


“Qualified Equity Interests” means any Equity
Interest other than Disqualified Stock.


“Recipient” means (a) the Administrative Agent, (b)
any Lender and (c) any Issuing Lender, as applicable.


“Reference Period” shall have the meaning assigned
to such term in the definition of the term “Pro Forma Basis.”


“Refinancing Amendment” has the meaning assigned to
that term in Section 2.24(e). 


“Refinancing Effective Date” has the meaning assigned
to such term in Section 2.24(a). 


“Refinancing Notes” means any secured or unsecured
notes or loans issued by the Company or any Guarantor (whether under an
indenture, a credit agreement or otherwise (other than this Agreement)) and the
Indebtedness represented thereby; provided  that (a) 100% of the Net
Proceeds of such Refinancing Notes are used to permanently reduce Loans and/or
replace Commitments substantially simultaneously with the issuance thereof; (b)
the principal amount (or accreted value, if applicable) of such Refinancing
Notes does not exceed the principal amount (or accreted value, if applicable)
of the aggregate portion of the Loans so reduced and/or Commitments so replaced
(plus unpaid accrued interest and premium (including tender premiums) thereon
and underwriting discounts, defeasance costs, fees, commissions and expenses);
(c) the final maturity date of such Refinancing Notes is on or after the Term
Facility Maturity Date or the Revolving Facility Maturity Date, as applicable,
of the Term Loans so reduced or the Revolving Credit Commitments so replaced;
(d) the Weighted Average Life to Maturity of such Refinancing Notes is greater
than or equal to the Weighted Average Life to Maturity of the Term Loans so
repaid or the Revolving Credit Commitments so replaced, as applicable; (e) the
terms of such Refinancing Notes do not provide for any scheduled repayment,
mandatory redemption or sinking fund obligations prior to the Term Facility
Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity
Date of the Revolving Credit Commitments so replaced, as applicable (other than
(x) in the case of Refinancing Notes in the form of notes, customary offers to
repurchase or mandatory prepayment provisions upon a change of control, asset
sale or event of loss and customary acceleration rights after an event of
default and (y) in the case of Refinancing Notes in the form of loans,
customary amortization and mandatory and voluntary prepayment provisions which
are, when taken as a whole, consistent in all material respects with, or not
materially less favorable to the Loan Parties than, those applicable to the
Initial Term A Loans and/or Revolving Credit Commitments, as the case may be,
with such Indebtedness to provide that any such mandatory prepayments as a
result of asset sales, events of loss, or excess cash flow, shall be allocated
on a pro rata basis or a less than pro rata basis (but not a
greater than pro rata basis) with the Initial Term A Loans outstanding
pursuant to this Agreement); (f) there shall be no obligor with respect thereto
that is not a Loan Party; (g) if such Refinancing Notes are secured by an asset
of any Subsidiary, any Unrestricted Subsidiary or any Affiliate of the
foregoing, the security agreements relating to such assets shall not extend to
any assets not constituting Collateral and shall be no more favorable to the
secured party or party, taken as a whole (determined by the Company in good
faith) than the Security Documents (with such differences as are reasonably
satisfactory to the Administrative Agent) and such Refinancing Notes shall be
subject to the provisions of a Permitted First Lien Intercreditor Agreement or
a Permitted Junior Intercreditor Agreement, as applicable; and (h) all other
terms applicable to such Refinancing Notes (other than provisions relating to
original issue discount, upfront fees, interest rates and any other pricing
terms (which original issue discount, upfront fees, interest rates, floors,
redemption or prepayment premiums and other pricing terms shall not be subject
to the provisions set forth in this clause (h)) taken as a whole shall (as
determined by the Company in good faith) be substantially similar to, or not
materially less favorable to the Loan Parties than, the terms, taken as a whole
(determined by the Company in good faith), applicable to the Term Loans so
reduced or the Revolving Credit Commitments so replaced (except to 




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the extent such covenants and other terms apply solely to
any period after the Latest Maturity Date in effect at the time such
Refinancing Notes are issued or are otherwise reasonably acceptable to the
Administrative Agent).


“Refinancing Term Loans” has the meaning assigned
to such term in Section 2.24(a). 


“Register” has the meaning set forth in Section 9.04(b)(iv). 


“Registered Equivalent Notes” means, with respect
to any notes originally issued in an offering pursuant to Rule 144A under the
Securities Act or other private placement transaction under the Securities Act
of 1933, substantially identical notes (having the same guarantees) issued in a
dollar-for-dollar exchange therefor pursuant to an exchange offer registered
with the SEC.


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


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


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


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


“Replacement Revolving Credit Commitments” has the
meaning assigned to such term in Section 2.24(c). 


“Replacement Revolving Facility” has the meaning
assigned to such term in Section 2.24(c). 


“Replacement Revolving Facility Effective Date” has
the meaning assigned to such term in Section 2.24(c). 


“Replacement Revolving Loans” has the meaning
assigned to such term in Section 2.24(c). 


“Required Lenders” means, at any time, Lenders
having Credit Exposures and unfunded Commitments representing greater than 50%
of the aggregate U.S. Dollar Equivalent amount of Credit Exposures and unused
Commitments at such time.  The Credit Exposures and unused Commitments of any
Defaulting Lender shall be disregarded in determining Required Lenders at any
time.


“Required Revolving Lenders” means, at any time,
Revolving Lenders having Revolving Credit Commitments or (if the Revolving
Credit Commitments have terminated, Revolving Credit Exposure) that, taken
together, represent more than 50% of the sum of the U.S. Dollar Equivalent of
all Revolving Credit Commitments (or, if the Revolving Credit Commitments have
terminated, Revolving Credit Exposure at such time).  The Revolving Credit
Exposures and unused Revolving Commitments of any Defaulting Lender shall be
disregarded in determining Required Revolving Lenders at any time.


“Requirement of Law” means, as to any person, any
law, treaty, rule, regulation, statute, order, ordinance, decree, judgment,
consent decree, writ, injunction, settlement agreement or governmental requirement
enacted, promulgated or imposed or entered into or agreed by any Governmental
Authority, in each case applicable to or binding upon such person or any of its
property or assets or to which such person or any of its property or assets is
subject.


“Restricted Payment” means any dividend or other
distribution (whether in cash, securities or other property) with respect to
any Equity Interests in the Company or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in the Company or any
option, warrant or other right to acquire any such Equity Interests in the Company.






-25- 












 





“Restricted Subsidiary”
means any Subsidiary that is not an Unrestricted Subsidiary.


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


“Revolving Credit Commitment” means, with respect
to each Revolving Lender, the commitment of such Revolving Lender to make
Revolving Loans and to acquire participations in Letters of Credit hereunder,
expressed as an amount representing the maximum aggregate amount of such
Revolving Lender’s Revolving Credit Exposure hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.08, (b) increased
from time to time pursuant to Section 2.19 and (c) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section
9.04.  The initial amount of each Revolving Lender’s Revolving Credit
Commitment is set forth on Schedule 1.01B or in the Assignment and
Assumption, Incremental Assumption Agreement, Extension Amendment or
Refinancing Amendment pursuant to which such Lender shall have assumed its Revolving
Credit Commitment, as applicable.  The aggregate amount of the Revolving Credit
Commitments as of the Effective Date is $200,000,000.  After the Effective
Date, additional Classes of Revolving Credit Commitments may be added or
created pursuant to Extension Amendments or Refinancing Amendments.


“Revolving Credit Exposure” means, with respect to
any Revolving Lender at any time, the sum of (a) the aggregate outstanding U.S.
Dollar Equivalent of such Revolving Lender’s Revolving Loans and (b) the aggregate
amount of such Revolving Lender’s LC Exposure at such time.


“Revolving Facility” means the Revolving Credit
Commitments of any Class and the extensions of credit made hereunder by the
Revolving Lenders of such Class and, for purposes of Section 9.02(b),
shall refer to all such Revolving Credit Commitments as a single Class.


“Revolving Facility Maturity Date” means, as the
context may require, (a) with respect to the Revolving Facility in effect on
the Effective Date, the fifth anniversary of the Effective Date; and (b) with
respect to any other Classes of Revolving Credit Commitments, the maturity
dates specified therefor in the applicable Extension Amendment or Refinancing
Amendment.


“Revolving Lender” means a Lender with a Revolving
Credit Commitment.


“Revolving Loan” means a Loan made by a Revolving
Lender pursuant to Section 2.01.  Unless the context otherwise requires,
the term “Revolving Loans” shall include the Other Revolving Loans.


“Revolving Notes” has the meaning assigned to such
term in Section 2.02(e). 


“S&P” means Standard & Poor’s Ratings
Services, a Standard & Poor’s Financial Services LLC business.


“Sanctioned Country” means a country, region or
territory that at any time is the subject or target of any comprehensive territorial Sanctions (as of the
Effective Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


“Sanctioned Person” means, at any time, (a) any
Person listed in any Sanctions-related list of designated Persons maintained by
the OFAC, the U.S. Department of State, or by the United Nations Security
Council, the European Union or any European Union member state, (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person
owned or controlled by any such Person or Persons described in the foregoing
clauses (a) or (b).


“Sanctions” means economic or financial sanctions
or trade embargoes imposed, administered or enforced from time to time by (i)
the U.S. government, including those administered by OFAC, the U.S. State
Department, the U.S. Department of Commerce or the U.S. Department of the
Treasury, (ii) the United Nations Security Council, (iii) the European Union or
(iv) Her Majesty’s Treasury of the United Kingdom.


“SCS Acquisition” shall have the meaning assigned
to such term in the preliminary statements hereto.






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“SCS Acquisition Agreement”
means that certain Purchase Agreement by and among SCS Secure Holdings LLC,
MCSC LLC and the Company, dated as of October 20, 2015.


“SEC” means the Securities and Exchange Commission
of the United State of America.


“Secured Cash Management Agreement” means any Cash
Management Agreement that is entered into by and between any Loan Party and any
Cash Management Bank, including any such Cash Management Agreement that is in
effect on the Effective Date, unless when entered into such Cash Management
Agreement is designated in writing by the Company and such Cash Management Bank
to the Administrative Agent to not be included as a Secured Cash Management
Agreement.


“Secured Hedge Agreement” means any Swap Agreement
that is entered into by and between any Loan Party and any Hedge Bank,
including any such Swap Agreement that is in effect on the Effective Date,
unless when entered into such Secured Hedge Agreement is designated in writing
by the Company and such Hedge Bank to the Administrative Agent to not be
included as a Secured Hedge Agreement.  Notwithstanding the foregoing, for all
purposes of the Loan Documents, any Guarantee of, or grant of any Lien to
secure, any obligations in respect of a Secured Hedge Agreement by a Guarantor
shall not include any Excluded Swap Obligations with respect to such
Guarantors.


“Secured Leverage Ratio” means, as of any date of
determination, the ratio of (a) Total Indebtedness, other than unsecured
Indebtedness, of the Company and its Restricted Subsidiaries, as of such date
(after giving effect to any incurrence or repayment of any such Indebtedness on
such date) to (b) Consolidated EBITDA for the most recently ended Test Period
for which financial statements of the Company have been delivered (or were
required to be delivered) as required by this Agreement, all determined on a
consolidated basis and in accordance with GAAP; provided  that
Consolidated EBITDA shall be determined for the relevant Test Period on a Pro
Forma Basis.


“Secured Obligations” means, collectively, (a) the
Obligations, (b) obligations in respect of any Secured Cash Management
Agreement and (c) obligations in respect of any Secured Hedge Agreement; provided 
that the Secured Obligations of any Loan Party shall exclude any Excluded Swap
Obligations with respect to such Loan Party, including, in each case, all
interest and other monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding.


“Secured Parties” means, collectively, the
Administrative Agent, the Collateral Agent, each Lender, each Issuing Lender,
each Hedge Bank that is party to any Secured Hedge Agreement, each Cash
Management Bank that is party to any Secured Cash Management Agreement, each
sub-agent appointed pursuant to Article VIII  hereof by the
Administrative Agent with respect to matters relating to the Loan Documents or
by the Collateral Agent with respect to matters relating to any Security
Document and each other Person to which any of the Obligations is owed.


“Security Agreement” means the Security Agreement
substantially in the form of Exhibit D dated as of the Effective Date
among the Company, each Guarantor and the Collateral Agent.


“Security Documents” means the Security Agreement
and each other security document or pledge agreement delivered pursuant to Section 5.13 
to secure any of the Secured Obligations or in accordance with applicable local
law to grant a valid, perfected security interest in any property, and all UCC
or other financing statements or instruments of perfection required by this
Agreement or any security agreement to be filed with respect to the security
interests in property and fixtures created pursuant to the Security Agreement
and any other document or instrument utilized to pledge as collateral for the
Secured Obligations any property of whatever kind or nature.


“Specified Swap Obligation” means, with respect to
any Loan Party, any obligation to pay or perform under any agreement, contract
or transaction that constitutes a “swap” within the meaning of Section 1a(47)
of the Commodity Exchange Act or any rules or regulations promulgated
thereunder.






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“Statutory Reserve Rate” means
a fraction (expressed as a decimal), the numerator of which is the number one
and the denominator of which is the number one minus the aggregate of the
maximum reserve, liquid asset, fees or similar requirements (including any
marginal, special, emergency or supplemental reserves or other requirements)
established by any central bank, monetary authority, the Board, the Financial
Conduct Authority, the Prudential Regulation Authority, the European Central
Bank or other Governmental Authority for any category of deposits or liabilities
customarily used to fund loans in the applicable currency, expressed in the
case of each such requirement as a decimal.  Such reserve, liquid asset, fees
or similar requirements shall include those imposed pursuant to Regulation D of
the Board.  Eurodollar Loans shall be deemed to be subject to such reserve,
liquid asset, fee or similar requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under any applicable law, rule or regulation, including Regulation D of
the Board.  The Statutory Reserve Rate shall be adjusted automatically on and
as of the effective date of any change in any reserve, liquid asset or similar
requirement.


“Subordinated Indebtedness” means subordinated debt
securities issued by the Company that (a) are subordinated to the Obligations
pursuant to subordination provisions approved by Administrative Agent, (b)
contain covenants, events of default and mandatory redemption, repayment,
prepayment or repurchase requirements approved by Administrative Agent, and (c)
do not mature, and are not subject to any scheduled amortization, redemption,
repayment, prepayment or repurchase requirement, prior to the date one year
after the Maturity Date.


“subsidiary” means, with respect to any Person (the
“parent”) at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP
as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which Equity Interests
representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (b)
that is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.


“Subsidiary” means any subsidiary of the Company.


“Subsidiary Redesignation” shall have the meaning
provided in the definition of “Unrestricted Subsidiary.”


“Swap Agreement” means any agreement with respect
to any swap, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value
or any similar transaction or any combination of these transactions; provided 
that no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Company or the Subsidiaries shall be a Swap Agreement.


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


“Term Facility” means each of the Initial Term A
Facility and any Other Term Facility.


“Term Facility Maturity Date” means, as the context
may require, (a) with respect to the Initial Term A Facility, the Initial Term
A Facility Maturity Date and (b) with respect to any other Class of Term Loans,
the maturity dates specified therefor in the applicable Incremental Assumption
Agreement, Extension Amendment or Refinancing Amendment.


“Term Loan” means the Initial Term A Loans and/or
the Other Term Loans.


“Term Loan Borrowing” means any Initial Term A
Borrowing or any Borrowing of Other Term Loans.






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“Term Loan Commitment”
means the commitment of a Term Loan Lender to make Term Loans, including
Initial Term A Loans and/or Other Term Loans, in each case, as set forth on Schedule
1.01B. 


“Term Loan Lender” means a Lender having a Term
Loan Commitment or that holds Term Loans.


“Term Notes” has the meaning assigned to such term
in Section 2.02(e). 


“Test Period” means each period of four consecutive
Fiscal Quarters of the Company then last ended (in each case taken as one
accounting period).


“Total Indebtedness” means, as of any date, the sum
of (a) the aggregate principal amount of Indebtedness of the Company and its
Restricted Subsidiaries outstanding as of such date, in the amount that would
be reflected on a balance sheet prepared as of such date on a consolidated
basis in accordance with GAAP, plus (b) the aggregate principal amount of
Indebtedness of the Company and its Restricted Subsidiaries outstanding as of
such date that is not required to be reflected on a balance sheet in accordance
with GAAP, determined on a consolidated basis; provided  that, for
purposes of clause (b) above, the term “Indebtedness” shall not include
contingent obligations of the Company or any Restricted Subsidiary as an
account party in respect of any letter of credit or letter of guaranty unless
such letter of credit or letter of guaranty supports an obligation that
constitutes Indebtedness.


“Total Leverage Ratio” means, as of any date of
determination, the ratio of (a) Total Indebtedness of the Company and its
Restricted Subsidiaries as of such date (after giving effect to any incurrence
or prepayment of Indebtedness on such date) to (b) Consolidated EBITDA for the
most recently ended Test Period for which financial statements of the Company
have been delivered (or were required to be delivered) as required by this
Agreement, all determined on a consolidated basis and in accordance with GAAP; provided 
that Consolidated EBITDA shall be determined for the relevant Test Period on a
Pro Forma Basis.


“Transactions” has the meaning assigned to such
term in the Preliminary Statements of this Agreement.


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


“Undisclosed Administration” means, in relation to
a Lender or its direct or indirect parent company, the appointment of an
administrator, provisional liquidator, conservator, receiver, trustee, custodian,
or other similar official by a supervisory authority or regulator under or
based on the law in the country where such Lender or such parent company is
subject to home jurisdiction, if applicable law requires that such appointment
not be disclosed.


“Uniform Commercial Code” or “UCC” means the
Uniform Commercial Code as the same may from  time to time be in effect in the
State of New York or the Uniform Commercial Code (or similar code or statute)
of another jurisdiction, to the extent it may be required to apply to any item
or items of Collateral.


“Unrestricted Subsidiary” ” means (1) any
Subsidiary of the Company, whether now owned or acquired or created after the
Effective Date, that is designated after the Effective Date by the Company as
an Unrestricted Subsidiary hereunder by written notice to the Administrative
Agent; provided  that the Company shall only be permitted to so designate
a new Unrestricted Subsidiary after the Effective Date so long as (a) no
Default or Event of Default has occurred and is continuing or would result
therefrom, (b) all Investments in such Unrestricted Subsidiary at the time of
designation are permitted in accordance with the relevant requirements of Section
6.04, (c) such Subsidiary being designated as an “Unrestricted Subsidiary”
shall also, concurrently with such designation and thereafter, constitute an
“unrestricted subsidiary” (or otherwise not be subject to the covenants) under
any Material Indebtedness issued or incurred on or after the Effective Date and
(d) such Subsidiary was not previously designated as an Unrestricted Subsidiary
and thereafter re-designated as a Restricted Subsidiary; and (2) any subsidiary
of an Unrestricted Subsidiary. The designation of any Subsidiary as an
Unrestricted Subsidiary shall constitute an Investment by the Company (or its
Subsidiaries) therein at the date of designation in an amount equal to the fair
market value of the Company’s (or its Subsidiaries’) Investments therein, which
shall be required to be permitted on such date in accordance with Section
6.04 (and not as an Investment permitted thereby in a Restricted
Subsidiary). 




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The Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this
Agreement (each, a “Subsidiary Redesignation”); provided  that no
Default or Event of Default has occurred and is continuing or would result
therefrom.  The designation of any Unrestricted Subsidiary as a Restricted
Subsidiary on or after the Effective Date shall constitute (i) the incurrence
at the time of designation of any Investment, Indebtedness or Liens of such
Subsidiary existing at such time and (ii) a return on any Investment by the
applicable Loan Party (or its relevant Subsidiaries) in Unrestricted
Subsidiaries pursuant to the preceding sentence in an amount equal to the fair
market value at the date of such designation of such Loan Party’s (or its
relevant Subsidiaries’) Investment in such Subsidiary.


“USA PATRIOT Act” has the meaning set forth in Section
9.16. 


“U.S. Dollars” or “$” refers to lawful money
of the United States of America.


“U.S. Dollar Equivalent” means, on any date of
determination, (a) with respect to any amount in U.S. Dollars, such amount, and
(b) with respect to any amount in an Alternative Currency, the equivalent in
U.S. Dollars of such amount, determined by the Administrative Agent pursuant to
Section 1.05 using the Exchange Rate with respect to such Alternative
Currency at the time in effect under the provisions of such Section.


“U.S. Person” means a “United States person” within
the meaning of Section 7701(a)(30) of the Code.


“U.S. Tax Compliance Certificate” has the meaning
assigned to such term in Section 2.16(f)(ii)(B)(3). 


“Weighted Average Life to Maturity” means, when
applied to any Indebtedness at any date, the number of years obtained by
dividing (a) the sum of the products obtained by multiplying (i) the amount of
each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect
thereof, by (ii) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment; by (b) the
then outstanding principal amount of such Indebtedness.


“Wholly Owned Subsidiary” means any Subsidiary of
the Company all the Equity Interests of which (other than directors’ qualifying
shares and Equity Interests held by other Persons to the extent such Equity
Interests are required by applicable law to be held by a Person other than the
Company or one of its Subsidiaries) is owned by the Company or one or more
Wholly Owned Subsidiaries.


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


Section 1.02      Terms Generally.  The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The
words “include,” “includes” and “including” shall be deemed to be followed by
the phrase “without limitation.”  The word “will” shall be construed to have
the same meaning and effect as the word “shall.”  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, restatements, supplements or modifications set forth herein), (b)
any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.


Section 1.03      Accounting Terms; GAAP. 
Except as otherwise expressly provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided  that, if the Company notifies the Administrative
Agent that the Company requests an amendment to any provision 




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hereof to eliminate the effect of any change occurring
after the Effective Date in GAAP or in the application thereof on the operation
of such provision (or if the Administrative Agent notifies the Company that the
Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith; provided, further,
that if GAAP is amended or revised subsequent to the Effective Date to cause
operating leases to be treated as capitalized leases, then such change shall
not be given effect hereunder, and those types of leases which were treated as
operating leases as of the Effective Date shall continue to be treated as
operating leases and not capitalized leases.  Notwithstanding any other
provision contained herein, all terms of an accounting or financial nature used
herein shall be construed, and all computations of amounts and ratios referred
to herein shall be made without giving effect to any election under Accounting
Standards Codification 825-10-25 (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or
effect) to value any Indebtedness or other liabilities of the Company or any
Subsidiary at “fair value,” as defined therein and (ii) without giving effect
to any treatment of Indebtedness in respect of convertible debt instruments
under Accounting Standards Codification 470-20 (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result
or effect) to value any such Indebtedness in a reduced or bifurcated manner as
described therein, and such Indebtedness shall at all times be valued at the
full stated principal amount thereof.


Section 1.04      Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be classified
and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a
“Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings also may be classified and referred to by
Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving
Borrowing”). 


Section 1.05      Foreign
Currency Calculations. 


(a)      For
purposes of determining the Revolving Credit Exposure, or any other amount as a
result of foreign currency exchange rate fluctuation, the Administrative Agent
shall determine the Exchange Rate as of the applicable Exchange Rate Date with
respect to each Alternative Currency in which any requested or outstanding Loan
or Letter of Credit is denominated and shall apply such Exchange Rates to
determine such Revolving Credit Exposure (in each case after giving effect to
any Borrowings to be made or repaid and any Letters of Credit to be issued,
amended, renewed, extended or terminated, to the extent practicable on or prior
to the applicable date for such calculation).  The amount of any LC
Disbursement made by an Issuing Lender in an Alternative Currency and not
reimbursed by the Company shall be determined as set forth in paragraph (e) or
(l) of Section 2.05, as applicable.


(b)      Except
for purposes of financial statements delivered by Loan Parties hereunder or
calculating financial covenants hereunder or except as otherwise provided
herein, all amounts incurred, outstanding or proposed to be incurred or
outstanding in currencies other than U.S. Dollars shall be translated into U.S.
Dollars at the Exchange Rate in effect on the date of such determination; provided 
that no Default or Event of Default shall arise as a result of any limitation
or threshold set forth in U.S. Dollars in Article VI or paragraph (f),
(g) or (k) of Section 7.01 being exceeded solely as a result of changes
in the Exchange Rate from those rates applicable at the time or times
transactions were consummated in reliance on the exceptions under such
Sections.


ARTICLE II



The Credits 


Section 2.01      Commitments. 


(a)      Subject
to the terms and conditions set forth herein each Revolving Lender (severally
and not jointly) agrees to make Revolving Loans to any Borrower in U.S. Dollars
or Alternative Currencies from time to time during the Availability Period in
an aggregate principal amount that will not result in (i) subject to Section
1.05, such Lender’s Revolving Credit Exposure exceeding such Lender’s
Revolving Credit Commitment, (ii) subject to Section 1.05, the total
Revolving Credit Exposures exceeding the total Revolving Credit Commitments,
(iii) subject to Section 1.05, the U.S. Dollar Equivalent of the total
outstanding Revolving Loans and LC Exposure, in each case 




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denominated
in Alternative Currencies, exceeding the Alternative Currency Sublimit.  Within
the foregoing limits and subject to the terms and conditions set forth herein,
any Borrower may borrow, prepay and reborrow Revolving Loans.


(b)      Subject
to the terms and conditions set forth herein, upon the request of the Company
pursuant to Section 2.03, (i) each Initial Term A Loan Lender with
an Initial Term A Loan Commitment (severally and not jointly) agrees to make
Initial Term A Loans to the Company in U.S. Dollars on the Effective Date in an
amount equal to such Lender’s Initial Term A Loan Commitment and (ii) each
Incremental Term Loan Lender with an Incremental Term Loan Commitment
(severally and not jointly) agrees to make Incremental Term Loans to the
Borrower in U.S. Dollars on the relevant borrowing date in an amount equal to
such Lender’s applicable Incremental Term Loan Commitment.  All such Term Loans
shall be made on the applicable date by making immediately available funds
available to the Administrative Agent’s designated account or to such other
account as may be designated in writing to the Administrative Agent by the
Company, not later than the time specified by the Administrative Agent.  The
full amount of the Initial Term A Loan Commitments must be drawn in a single
drawing on the Effective Date.  Amounts repaid or prepaid in respect of Term
Loans may not be reborrowed. 


Section 2.02      Loans and Borrowings; Notes. 


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


(b)      Subject
to Section 2.13, each Borrowing shall be comprised entirely of ABR
Loans or Eurodollar Loans as such Borrower may request in accordance herewith. 
Each Lender at its option may make any Eurodollar Loan by causing any domestic
or foreign branch or Affiliate of such Lender (each a “Designated Lender”)
to make such Loan (and in the case of an Affiliate, the provisions of Sections
2.13, 2.14, 2.15, 2.16, 2.18  and 2.22 
shall apply to such Affiliate to the same extent as to such Lender); provided 
that any exercise of such option shall not affect the obligation of the
applicable Borrower to repay such Loan in accordance with the terms of this
Agreement.


(c)      At the
commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$500,000 and not less than $1,000,000 (or, in the case of Alternative
Currencies, such minimum amounts as may be specified by the Administrative
Agent).  At the time that each ABR Borrowing is made, such Borrowing shall be
in an aggregate amount that is an integral multiple of $500,000; provided 
that an ABR Borrowing may be in an aggregate amount that is equal to (i) the
entire unused balance of the total Revolving Credit Commitments or (ii) that
which is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e).  Borrowings of more than one Type
and Class may be outstanding at the same time; provided  that there shall
not at any time be more than a total of twelve Eurodollar Borrowings
outstanding.


(d)      Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the applicable Maturity
Date.


(e)      The
Borrowers’ obligations to pay the principal of, and interest on, the Loans made
by each Lender shall be evidenced in the Register maintained by the
Administrative Agent pursuant to Section 9.04(b)(iv)  and shall, if
requested by such Lender, promptly following request also be evidenced (i) in
the case of Term Loans, by a promissory note duly executed and delivered by the
applicable Borrower substantially in the form of Exhibit H, with
blanks appropriately completed in conformity herewith (each a “Term Note”
and, collectively, the “Term Notes”) and (ii) in the case of Revolving
Loans, by a promissory note duly executed and delivered by the applicable
Borrower substantially in the form of Exhibit I, with blanks
appropriately completed in conformity herewith (each a “Revolving Note”
and, collectively, the “Revolving Notes” and together with the Term
Notes, the “Notes”). 


(f)      Each
Lender will note on its internal records the amount of each Loan made by it and
each payment in respect thereof and prior to any transfer of any of its Notes
will endorse on the reverse side thereof the 




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outstanding
principal amount of Loans evidenced thereby.  Failure to make any such notation
or any error in such notation shall not affect the Borrowers’ obligations in
respect of such Loans.


(g)      Notwithstanding
anything to the contrary contained above in this Section 2.02, or
elsewhere in this Agreement, Notes shall only be delivered to Lenders which at
any time specifically request the delivery of such Notes.  No failure of any
Lender to request or obtain a Note evidencing its Loans to a Borrower shall
affect or in any manner impair the obligations of a Borrower to pay the Loans
(and all related Obligations) incurred by a Borrower which would otherwise be
evidenced thereby in accordance with the requirements of this Agreement, and
shall not in any way affect the security or guaranties therefor provided
pursuant to the various Loan Documents.  Any Lender which does not have a Note
evidencing its outstanding Loans shall in no event be required to make the
notations otherwise described in the preceding clause (f).  At any time
when any Lender requests the delivery of a Note to evidence any of its Loans,
the applicable Borrower shall (at its expense) promptly execute and deliver to
the respective Lender the requested Note in the appropriate amount or amounts
to evidence such Loans.


Section 2.03      Requests for Borrowings.  To
request a Borrowing (other than a continuation or conversion, which is governed
by Section 2.07), the applicable Borrower shall notify the
Administrative Agent of such request by telephone (or, by e-mail in accordance
with Section 9.01):  (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., Local Time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00
a.m., Local Time, on the date of the proposed Borrowing.  Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly (and in
any event, within 2 hours of any telephonic notification) by e-mail, hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
substantially in the form of Exhibit B  and signed by the applicable
Borrower.  Each such telephonic, electronic and written Borrowing Request shall
specify the following information in compliance with Section 2.02: 


(i)      the currency (if other than U.S.
Dollars) and aggregate amount of the requested Borrowing;


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


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


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


(v)      the Borrower requesting such
Borrowing; and


(vi)     the location and number of the
Borrower’s account to which funds are to be disbursed, which shall comply with
the requirements of Section 2.06(a). 


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


Section 2.04      [Reserved].


Section 2.05      Letters of Credit. 


(a)      General. 
Subject to the terms and conditions set forth herein, the Company may request
the issuance of Letters of Credit for its own account or for the joint and
several account of the Company and a Borrowing Subsidiary denominated in U.S.
Dollars or in an Alternative Currency, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Lender, at any time and from
time to time during the Availability 




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Period.  Such
Letters of Credit may be used for the benefit of any Subsidiary and may
identify such Subsidiary in the text thereof so long as either the Company or
any Borrowing Subsidiary is the account party thereon.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Company to, or entered into by the Company with, the
applicable Issuing Lender relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.


(b)      Notice
of Issuance, Amendment, Renewal, Extension; Certain
Conditions.  To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Company shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the applicable Issuing
Lender) to the applicable Issuing Lender and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the currency in which such Letter of Credit is to be
denominated (which shall be U.S. Dollars or an Alternative Currency), the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit.  If
requested by the applicable Issuing Lender, the Company also shall submit a
letter of credit application on such Issuing Lender’s standard form in
connection with any request for a Letter of Credit.  A Letter of Credit shall
be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Company shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the total Revolving Credit Exposures shall not exceed
the total Revolving Credit Commitments, (ii) the U.S. Dollar Equivalent of the
total outstanding Revolving Loans and LC Exposure, in each case denominated in
Alternative Currencies, shall not exceed the Alternative Currency Sublimit,
(iii) the aggregate face amount of all outstanding Letters of Credit shall not
exceed the U.S. Dollar Equivalent of $20,000,000 and (iv) the aggregate face
amount of all outstanding Letters of Credit issued by any Issuing Lender shall
not exceed at any time such Issuing Lender’s Letter of Credit Subcommitment.


(c)      Expiration
Date.  Each Letter of Credit shall expire (or be subject to termination
upon notice from the applicable Issuing Lender to the beneficiary thereof) at
or prior to the close of business on the earlier of (i) the date one year (unless
otherwise mutually agreed upon by the Company and the applicable Issuing Lender
or to the extent Cash Collateralized or backstopped pursuant to arrangements
reasonably acceptable to the relevant Issuing Lender) after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year (unless otherwise mutually agreed upon by the Company and the
applicable Issuing Lender or to the extent Cash Collateralized or backstopped
pursuant to arrangements reasonably acceptable to the relevant Issuing Lender)
after such renewal or extension) and (ii) the date that is five Business Days
prior to the Revolving Facility Maturity Date; provided, however,
that any Letter of Credit with a one-year tenor may provide for the renewal
thereof for additional one-year periods (which shall in no event extend beyond
the date referred to in clause (ii) above).


(d)      Participations. 
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of
the applicable Issuing Lender or the Revolving Lenders, each Issuing Lender
hereby grants to each such Revolving Lender, and each such Revolving Lender
hereby acquires from each Issuing Lender, a participation in such Letter of
Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In consideration and
in furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the applicable Issuing Lender, such Revolving Lender’s Applicable Percentage of
(i) each LC Disbursement made by the applicable Issuing Lender in U.S. Dollars
and (ii) the U.S. Dollar Equivalent, using the Exchange Rates in effect on the
date such payment is required, of each LC Disbursement made by such Issuing
Lender in an Alternative Currency, and not reimbursed by the Company on the
date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Company, for any reason (or,
if such reimbursement payment was refunded in an Alternative Currency, the U.S.
Dollar Equivalent thereof using the Exchange Rates on the date of such refund). 
Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or 




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reduction
or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.


(e)      Reimbursement. 
If any Issuing Lender shall make any LC Disbursement in respect of a Letter of
Credit, the Company shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, Local Time, on the Business Day immediately following the day the
Company receives such notice; provided that if such LC Disbursement is not less
than $100,000, the Company may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03  that such
payment be financed with an ABR Revolving Loan in an equivalent amount, and to
the extent so financed, the Company’s obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing.  If the
Company fails to make such payment when due then (i) if such payment relates to
an Alternative Currency Letter of Credit, automatically and with no further
action required, the Company’s obligation to reimburse the applicable LC
Disbursement shall be permanently converted into an obligation to reimburse in
U.S. Dollars the U.S. Dollar Equivalent, calculated using the Exchange Rates on
the date when such payment was due, of such LC Disbursement and (ii) in the
case of each LC Disbursement, the Administrative Agent shall notify each
Revolving Lender of the applicable LC Disbursement, the payment then due from
the Company in respect thereof and such Revolving Lender’s Applicable
Percentage thereof.  Promptly following receipt of such notice, each Revolving
Lender shall pay to the Administrative Agent its Applicable Percentage of the
payment then due from the Company, in the same manner as provided in Section 2.06 
with respect to Loans made by such Revolving Lender (and Section 2.06 
shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the applicable
Issuing Lender in U.S. Dollars or U.S. Dollar Equivalent, as applicable, the
amounts so received by it from such Revolving Lenders.  Promptly following
receipt by the Administrative Agent of any payment from the Company pursuant to
this paragraph, the Administrative Agent shall distribute such payment to the
applicable Issuing Lender or, to the extent that Revolving Lenders have made
payments pursuant to this paragraph to reimburse the applicable Issuing Lender,
then to such Revolving Lenders and the applicable Issuing Lender as their
interests may appear.  Any payment made by a Revolving Lender pursuant to this
paragraph to reimburse any Issuing Lender for any LC Disbursement (other than
the funding of ABR Revolving Loans as contemplated above) shall not constitute
a Loan and shall not relieve the Company of its obligation to reimburse such LC
Disbursement.  If the Company’s reimbursement of, or obligation to reimburse,
any amounts in any Alternative Currency would subject the Administrative Agent,
the applicable Issuing Lender or any Revolving Lender to any stamp duty, ad
valorem charge or similar tax that would not be payable if such reimbursement
were made or required to be made in U.S. Dollars, the Company shall, at its
option and in compliance with all applicable exchange control restrictions,
either (x) pay the amount of any such tax requested by the Administrative
Agent, the relevant Issuing Lender or Revolving Lender or (y) reimburse each LC
Disbursement made in such Alternative Currency in U.S. Dollars, in an amount
equal to the U.S. Dollar Equivalent, calculated using the applicable Exchange
Rate on the date such LC Disbursement is made.


(f)      Obligations
Absolute.  The Company’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective
of (i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by any Issuing Lender under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms
of such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Company’s obligations hereunder. 
Neither the Administrative Agent, the Lenders nor the Issuing Lenders, nor any
of their Related Parties, shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit or
any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of such Issuing Lender; provided  that the foregoing shall
not be construed to excuse any Issuing Lender from liability to the Company to
the extent of any direct damages (as opposed to special, indirect,
consequential or punitive damages, claims in respect of which are hereby waived
by the Company to the extent permitted by applicable law) suffered by the
Company that are caused 




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by such Issuing Lender’s
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof.  The parties
hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of such Issuing Lender (as finally determined by a court
of competent jurisdiction), each Issuing Lender shall be deemed to have
exercised care in each such determination.  In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect
to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, each Issuing Lender may, in
its sole discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


(g)      Disbursement
Procedures.  Each Issuing Lender shall promptly notify the Administrative
Agent and the Company by telephone (confirmed by telecopy) of any demand for
payment under a Letter of Credit and whether such Issuing Lender has made or
will make an LC Disbursement thereunder; provided  that any failure to
give or delay in giving such notice shall not relieve the Company of its
obligation to reimburse such Issuing Lender and the Lenders with respect to any
such LC Disbursement.


(h)      Interim
Interest.  If any Issuing Lender shall make any LC Disbursement, then,
unless the Company shall reimburse such LC Disbursement in full on the date such
LC Disbursement is made, the unpaid amount thereof shall bear interest, for
each day from and including the date such LC Disbursement is made to but
excluding the date that the Company reimburses such LC Disbursement: (i) if
such LC Disbursement is made in U.S. Dollars, and at all times following the
conversion to U.S. Dollars of an LC Disbursement made in an Alternative
Currency pursuant to paragraph (e) above, at the rate per annum then
applicable to ABR Revolving Loans, and (ii) if such LC Disbursement is made in
an Alternative Currency, at all times prior to its conversion to U.S. Dollars
pursuant to paragraph (e) above, at a rate equal to the rate reasonably
determined by the applicable Issuing Lender to be the cost to such Issuing
Lender of funding such LC Disbursement plus the Applicable Margin applicable to
Eurodollar Revolving Loans at such time; provided  that, if the Company
fails to reimburse such LC Disbursement when due pursuant to paragraph (e)
of this Section, then Section 2.12(j)  shall apply.  Interest
accrued pursuant to this paragraph shall be for the account of the applicable
Issuing Lender, except that interest accrued on and after the date of payment
by any Lender pursuant to paragraph (e) of this Section to reimburse the
applicable Issuing Lender shall be for the account of such Lender to the extent
of such payment.


(i)      Replacement
of an Issuing Lender.  Any Issuing Lender may be replaced at any time by
written agreement among the Company, the Administrative Agent, the replaced
Issuing Lender and the successor Issuing Lender.  The Administrative Agent
shall notify the Lenders of any such replacement of any Issuing Lender.  At the
time any such replacement shall become effective, the Company shall pay all
unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.11(b). 
From and after the effective date of any such replacement, (i) the successor
Issuing Lender shall have all the rights and obligations of an Issuing Lender
under this Agreement with respect to Letters of Credit to be issued thereafter
and (ii) references herein to the term “Issuing Lender” shall be deemed to
refer to such successor or to any previous Issuing Lender, or to such successor
and all previous Issuing Lenders, as the context shall require.  After the
replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Lender under this Agreement with respect to Letters of Credit issued
by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.


(j)      Cash
Collateralization.  If any Event of Default shall occur and be continuing,
on the Business Day that the Company receives notice from the Administrative
Agent or the Required Revolving Lenders demanding the deposit of cash
collateral pursuant to this paragraph, the Company shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, an amount of Cash Collateral equal to the LC
Exposure as of such date plus any accrued and unpaid interest thereon; provided 
that (i) the portions of such amount attributable to undrawn Alternative
Currency Letters of Credit or LC Disbursements in an Alternative Currency that
the Company is not late in reimbursing shall be deposited in the applicable
Alternative Currencies in the actual amounts of such undrawn Letters of Credit
and LC Disbursements and (ii) the obligation to deposit such Cash Collateral
shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default described in clause (h) or (i) of Article VII. 
For the purposes of this paragraph, the Alternative Currency LC 




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Exposure shall be calculated using the Exchange Rates on
the date notice demanding cash collateralization is delivered to the Company or
such cash collateralization otherwise becomes due and payable.  The Company
also shall deposit Cash Collateral pursuant to this paragraph as and to the
extent required by Section 2.10(b).  Each such deposit shall be
held by the Administrative Agent as collateral for the payment and performance
of the obligations of the Company under this Agreement.  The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account.  Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Company’s risk and
expense, such deposits shall not bear interest.  Interest or profits, if any,
on such investments shall accumulate in such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Lenders
for LC Disbursements for which it has not been reimbursed and, to the extent
not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Company for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Lenders with
LC Exposure representing greater than 50% of the total LC Exposure), be applied
to satisfy other obligations of the Company under this Agreement.  If the
Company is required to provide an amount of Cash Collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Company within three Business Days
after all Events of Default have been cured or waived.  If the Company is
required to provide an amount of Cash Collateral hereunder pursuant to Section 2.10(b),
such amount (to the extent not applied as aforesaid) shall be returned to the
Company as and to the extent that, after giving effect to such return, the
Company would remain in compliance with Section 2.10(b)  and no
Default shall have occurred and be continuing.


(k)      Cash
Collateralization upon Termination of Commitments.  In the event that the
Company terminates the Commitments pursuant to Section 2.08  and
there are outstanding Letters of Credit at such time, the Company shall pledge
to, and deposit in an account with, each Issuing Lender an amount of Cash
Collateral equal to the aggregate face amount of such Issuing Lender's Letters
of Credit.


(l)      Conversion. 
In the event that the Loans become immediately due and payable on any date
pursuant to Article VII, all amounts (i) that the Company is at the
time or thereafter becomes required to reimburse or otherwise pay to the
Administrative Agent, in respect of LC Disbursements made under any Alternative
Currency Letter of Credit (other than amounts in respect of which the Company has
deposited Cash Collateral pursuant to paragraph (j) above, if such Cash
Collateral was deposited in the applicable Alternative Currency to the extent
so deposited or applied), (ii) that the Revolving Lenders are at the time or
thereafter become required to pay to the Administrative Agent and the
Administrative Agent is at the time or thereafter becomes required to
distribute to the applicable Issuing Lender pursuant to paragraph (e) of
this Section in respect of unreimbursed LC Disbursements made under any
Alternative Currency Letter of Credit and (iii) of each Revolving Lender’s
participation in any Alternative Currency Letter of Credit under which an LC
Disbursement has been made shall, in each case, automatically and with no
further action required, be converted into the U.S. Dollar Equivalent,
calculated using the Exchange Rate on such date (or in the case of any LC
Disbursement made after such date, on the date such LC Disbursement is made),
of such amounts.  On and after such conversion, all amounts accruing and owed
to the Administrative Agent, the applicable Issuing Lender or any Revolving
Lender in respect of the obligations described in this paragraph shall accrue
and be payable in U.S. Dollars.


(m)      Issuing
Lender Agreements.  Unless otherwise requested by the Administrative Agent,
each Issuing Lender shall report in writing to the Administrative Agent (i) on
the first Business Day of each month, the daily activity (set forth by day) in
respect of Letters of Credit during the immediately preceding month, including
all issuances, extensions, amendments and renewals, all expirations and
cancellations and all disbursements and reimbursements, (ii) on or prior to
each Business Day on which such Issuing Lender expects to issue, amend, renew
or extend any Letter of Credit, the date of such issuance, amendment, renewal
or extension, and the aggregate face amount of the Letters of Credit to be
issued, amended, renewed or extended by it and outstanding after giving effect
to such issuance, amendment, renewal or extension occurred (and whether the
amount thereof changed), it being understood that such Issuing Lender shall not
permit any issuance, renewal, extension or amendment resulting in an increase
in the amount of any Letter of Credit to occur without first obtaining written
confirmation from the Administrative Agent that it is then permitted under this
Agreement, (iii) on each Business Day on which such Issuing Lender makes any LC
Disbursement, the date of such LC Disbursement and the amount of such LC
Disbursement, (iv) on any Business Day on which the Company or the applicable
Subsidiary Borrower, as the case may be, fails to reimburse an LC Disbursement
required to be reimbursed to such Issuing Lender on such day, the 




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date of such failure and the amount and currency of such
LC Disbursement and (v) on any other Business Day, such other information as
the Administrative Agent shall reasonably request.


Section 2.06      Funding of Borrowings. 


(a)      Each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds in the applicable
currency by 12:00 noon, Local Time, (or 1:00 p.m., Local Time, in the case of
ABR Borrowing where notice thereof is received after 10:00 a.m., Local Time on
the date of such Borrowing) to the account of the Administrative Agent most
recently designated by it for such purpose for Loans of such Class and currency
by notice to the applicable Lenders.  The Administrative Agent will make such
Loans available to the applicable Borrower by promptly crediting the amounts so
received, in like funds, to an account of the Borrower maintained with the
Administrative Agent and designated by such Borrower in the applicable
Borrowing Request or to such other account as may be designated in writing to
the Administrative Agent by the Company; provided  that ABR Revolving
Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) 
shall be remitted by the Administrative Agent to the applicable Issuing Lender.


(b)      Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to the applicable Borrower a corresponding
amount.  In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the applicable Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to such Borrower
to but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of the applicable Borrower,
the interest rate applicable to ABR Loans.  If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.


Section 2.07      Interest Elections. 


(a)      Each
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request.  Thereafter, the
applicable Borrower may elect to convert such Borrowing to a different Type or
to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section.  Each
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.  


(b)      To make
an election pursuant to this Section, the applicable Borrower shall notify the
Administrative Agent of such election by telephone (or, by e-mail in accordance
with Section 9.01) by the time that a Borrowing Request would be
required under Section 2.03  if the Borrower were requesting a
Borrowing of the Type resulting from such election to be made on the effective
date of such election.  Each such telephonic (or electronic) Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Interest Election Request
in substantially the form of Exhibit J  and signed by the applicable
Borrower.  Notwithstanding any contrary provision herein, this Section shall
not be construed to permit any Borrower to (i) change the currency of any
Borrowing, (ii) elect an Interest Period for Eurodollar Loans that does not
comply with Section 2.02(d)  or (iii) convert any Borrowing to a
Borrowing of a Type not available under the Class of Commitments or currency
pursuant to which such Borrowing was made.


(c)      Each
telephonic, electronic and written Interest Election Request shall specify the
following information in compliance with Section 2.02: 


(i)      the Borrowing to which such
Interest Election Request applies and, if different options are being elected
with respect to different portions thereof, the portions thereof to be
allocated to each 




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resulting Borrowing (in which case
the information to be specified pursuant to clauses (iii) and (iv) below
shall be specified for each resulting Borrowing);


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


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


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


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


(d)      Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender holding a Loan to which such request relates of the
details thereof and of such Lender’s portion of each resulting Borrowing.


(e)      If the
applicable Borrower fails to deliver a timely Interest Election Request with
respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein,
at the end of such Interest Period such Borrowing (i) shall be converted to an
ABR Borrowing in the case of a Eurodollar Borrowing denominated in U.S. Dollars
and (ii) shall be continued as a Eurodollar Borrowing with an Interest Period
of one month in the case of a Eurodollar Borrowing denominated in an
Alternative Currency.  Notwithstanding any contrary provision hereof, if an
Event of Default has occurred and is continuing and the Administrative Agent so
notifies the Company, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing in U.S. Dollars may be converted to or continued as a
Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
(x) in the case of Eurodollar Borrowing denominated in U.S. Dollars, converted
to an ABR Borrowing at the end of the Interest Period applicable thereto and
(y) in the case of Eurodollar Borrowing denominated in an Alternative Currency,
continued as a Eurodollar Borrowing with an Interest Period of one month at the
end of the Interest Period applicable thereto.


Section 2.08      Termination and Reduction
of Commitments. 


(a)      Unless
previously terminated in accordance with the terms of this Agreement, the Revolving
Credit Commitments shall terminate on the Revolving Facility Maturity Date, and
the Initial Term A Loan Commitment shall terminate upon the close of business
on the earlier of (a) 5:00 p.m. New York City time on the Effective Date and
(b) the funding of the Initial Term A Loans.


(b)      The
Company may at any time terminate or from time to time reduce the Revolving
Credit Commitments; provided  that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of the U.S. Dollar
Equivalent of $5,000,000 and (ii) the Company shall not terminate or reduce the
Revolving Credit Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.10, the sum of
the Revolving Credit Exposures would exceed the aggregate Revolving Credit
Commitments.


(c)      The
Company shall notify the Administrative Agent of any election to terminate or
reduce the Revolving Credit Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof.  Each notice delivered by the
Company pursuant to this Section shall be irrevocable; provided  that a
notice of termination of the Revolving Credit Commitments delivered by the
Company may state that such notice is conditioned upon the effectiveness of
other credit facilities, in which case such notice may be revoked by the
Company (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied.  Any termination 




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or reduction of the Revolving Credit Commitments shall be
permanent.  Each reduction of the Revolving Credit Commitments shall be made
ratably among the Revolving Lenders in accordance with their respective
Revolving Credit Commitments.


Section 2.09      Repayment of Loans. 


(a)      Each
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the accounts of the applicable Lenders the then unpaid principal amount of each
Borrowing of such Borrower no later than the applicable Maturity Date.  Each
Borrower agrees to repay the principal amount of each Loan made to such
Borrower and the accrued interest thereon in the currency of such Loan.  The
Company shall repay the Initial Term A Loans on each March 31, June 30,
September 30 and December 31 to occur during the term of this Agreement
(commencing on March 31, 2016) and on the applicable Term Facility Maturity
Date or, if any such date is not a Business Day, on the next succeeding
Business Day (each such date being referred to as an “Initial Term A Loan
Installment Date”), in an aggregate principal amount of such Initial Term A
Loans equal to (i) 1.25% of the aggregate principal amount of such Initial
Term A Loans incurred on the Effective Date on each Initial Term A Loan
Installment Date on or prior to December 31, 2017, (ii) 1.875% of the
aggregate principal amount of such Initial Term A Loans incurred on the
Effective Date on each Initial Term A Loan Installment Date thereafter and on
or prior to December 31, 2018, (iii) 2.50% of the aggregate principal amount of
such Initial Term A Loans incurred on the Effective Date on each Initial Term A
Loan Installment Date thereafter and on or prior to December 31, 2019 and (iv)
3.75%% of the aggregate principal amount of such Initial Term A Loans incurred
on the Effective Date on each Initial Term A Loan Installment Date thereafter
and prior to the Initial Term A Facility Maturity Date, with the balance of all
Initial Term A Loans payable on the Initial Term A Facility Maturity Date.  In
the event that any Other Term Loans are made, the applicable Borrower shall
repay such Other Term Loans on the dates and in the amounts set forth in the
related Incremental Assumption Agreement, Extension Amendment or Refinancing
Amendment.


(b)      Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of each Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.


(c)      The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Class, Type and currency thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrowers to
each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.


(d)      The
entries made in the accounts maintained pursuant to paragraph (b) or (c)
of this Section shall be prima  facie  evidence of the existence
and amounts of the obligations recorded therein; provided  that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of any Borrower
to repay the Loans in accordance with the terms of this Agreement.


Section 2.10      Prepayment of Loans. 


(a)      Any
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with
paragraph (d) of this Section, in a minimum amount equal to $1,000,000 or
any integral multiple of $500,000 (or the U.S. Dollar Equivalents thereof) in
excess thereof in the case of any Borrowing denominated in U.S. Dollars or an
Alternative Currency; provided  that the foregoing shall not prohibit
prepayment in an amount less than the denominations specified above if the
amount of such prepayment constitutes the remaining outstanding balance of the
Borrowing being prepaid.


(b)      In the
event and on each occasion that the sum of the Revolving Credit Exposure
exceeds the total Revolving Commitments, the Borrowers shall prepay the
Borrowings under the Revolving Facility (or, if no such Borrowings are
outstanding, deposit cash collateral in an account with the Administrative
Agent pursuant to Section 2.05(j)) in an aggregate principal amount equal to
such excess.






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(c)      Prior to any optional prepayment of Borrowings
hereunder, the applicable Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (d) of this Section.


(d)      The
applicable Borrower shall notify the Administrative Agent by telephone (or by
e-mail in accordance with Section 9.01  and in any event as
confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the
case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., Local
Time, three (3) Business Days before the date of such prepayment, and (ii) in
the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., Local
Time, one Business Day before the date prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided  that, if a
notice of optional prepayment is given in connection with a conditional notice
of termination of the Revolving Credit Commitments as contemplated by Section 2.08(c),
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08(c).  Promptly following
receipt of any such notice, the Administrative Agent shall advise the
applicable Lenders of the contents thereof.  Each prepayment of a Revolving
Borrowing shall be applied ratably to the Revolving Loans included in the
prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan
Borrowing shall be applied ratably to the Term Loans included in the prepaid
Term Loan Borrowing in such order of application as directed by the Company. 
Prepayments shall be accompanied by (i) accrued interest to the extent required
by Section 2.12  and (ii) break funding payments pursuant to Section 2.15. 


Section 2.11      Fees. 


(a)      The
Company shall pay to the Administrative Agent for the account of each Lender a
commitment fee in U.S. Dollars, which shall accrue at the Applicable Commitment
Fee Rate on the daily amount of the unused Revolving Credit Commitment of such
Lender during the Availability Period.  Accrued commitment fees shall be
payable in arrears on the third Business Day following the last day of March,
June, September and December of each year and on the Revolving Facility
Maturity Date, commencing on the first such date to occur after the Effective
Date.  All commitment fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).  


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


(c)      The
Company shall pay to the Administrative Agent and the Lead Arranger, for its
own account, fees payable in the amounts and at the times separately agreed
upon between the Company, the Administrative Agent and the Lead Arranger.


(d)      All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the applicable Issuing Lender, in the
case of fees payable to it) for distribution, in the 




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case
of commitment fees and participation fees, to the Lenders.  Fees paid shall not
be refundable under any circumstances.


Section 2.12      Interest. 


(a)      The
Revolving Loans comprising each ABR Revolving Borrowing shall bear interest at
the Alternate Base Rate plus the Applicable Margin for ABR Revolving Loans.  The
Initial Term A Loans comprising each ABR Term Borrowing shall bear interest at
the Alternate Base Rate plus the Applicable Margin for ABR Initial Term A
Loans.


(b)      The
Revolving Loans comprising each Eurodollar Revolving Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin for Eurodollar Revolving Loans.  The
Initial Term A Loans comprising each Eurodollar Borrowing shall bear interest
at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus 
the Applicable Margin for Eurodollar Initial Term A Loans.


(c)      Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by a Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
Loans as provided in paragraph (a) of this Section, from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).


(d)      Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the
Revolving Credit Commitments; provided  that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand, (ii)
in the event of any repayment or prepayment of any Loan (other than a prepayment
of an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.


(e)      All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest (i) computed by reference to the Alternate Base Rate at times
when the Alternate Base Rate is based on the Prime Rate shall be computed on
the basis of a year of 365 days (or 366 days in a leap year) and (ii) for
Borrowings denominated in Pounds Sterling shall be computed on the basis of a
year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate, Adjusted LIBO
Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.


(f)      The
principle of deemed reinvestment of interest shall not apply to any interest
calculation under this Agreement.  The rates of interest stipulated in this
Agreement are intended to be nominal rates and not effective rates or yields.


(g)      Notwithstanding
any other provision of this Agreement, if and to the extent that the laws of
any jurisdiction in which a Borrower is organized or from which Loans are made
are applicable to interest payable under this Agreement, no interest on the
credit advanced will be payable in excess of that permitted by such laws.


Section 2.13      Alternate Rate of Interest. 
If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


(i)      the Administrative Agent determines
(which determination shall be conclusive absent manifest error) that adequate
and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period for the applicable
currency; or






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(ii)      the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period for the
applicable currency will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for
such Interest Period;


then the Administrative Agent shall give notice thereof
to the Company and the Lenders by telephone or electronic means as promptly as
practicable thereafter and, until the Administrative Agent notifies the Company
and the Lenders that the circumstances giving rise to such notice no longer
exist (which notice shall be promptly given by the Administrative Agent when
such circumstances no longer exist), (i) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing; provided  that if the circumstances giving rise to such notice
affect only one Type of Borrowings, then the other Type of Borrowings shall be
permitted.


Section 2.14      Increased Costs; Illegality. 


(a)      If any Change in Law shall:


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


(ii)      subject any Recipient to any Taxes
(other than (A) Indemnified Taxes, (B) Taxes described in clauses (b)
through (d) of the definition of “Excluded Taxes” and (C) Connection Income
Taxes) with respect to its loans, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or


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


and the result of any of the foregoing shall be to
increase the cost to such Lender or to such other Recipient of making,
converting to, continuing or maintaining any Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender, such
Issuing Lender or such other Recipient of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit) or to reduce the amount of any
sum received or receivable by such Lender, such Issuing Lender or such other
Recipient hereunder (whether of principal, interest or any other amount), then,
upon the request of such Lender, such Issuing Lender or such other Recipient,
the Company will pay to such Lender, such Issuing Lender or such other
Recipient, as the case may be, such additional amount or amounts as will
compensate such Lender, such Issuing Lender or other Recipient, as the case may
be, for such additional costs incurred or reduction suffered; provided that
such Person shall only be entitled to seek such additional amounts if such
Person is generally seeking the payment of similar additional amounts from
similarly situated borrowers in comparable credit facilities.


(b)      If any
Lender or Issuing Lender determines that any Change in Law affecting such
Lender or Issuing Lender or any lending office of such Lender or such Lender’s
or Issuing Lender’s holding company, if any, regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on
such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or
Issuing Lender’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by such
Issuing Lender, to a level below that which such Lender or Issuing Lender or
such Lender’s or Issuing Lender’s holding company could have achieved but for
such Change in Law (taking into consideration such Lender’s or Issuing Lender’s
policies and the policies of such Lender’s or Issuing Lender’s holding company
with respect to capital adequacy), then from time to time the Company will pay
to such Lender or Issuing Lender, as the case may be, such additional amount or
amounts as will compensate such Lender or Issuing Lender or such Lender’s or
Issuing Lender’s holding company for any such reduction suffered; provided that
such Person shall only be entitled to seek such additional amounts if such
Person is 




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generally seeking the payment of similar
additional amounts from similarly situated borrowers in comparable credit
facilities.


(c)      A
certificate of a Lender or Issuing Lender setting forth in reasonable detail the
basis for and computation of the amount or amounts necessary to compensate such
Lender or Issuing Lender or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to
the Company and shall be conclusive absent manifest error.  The Company shall
pay such Lender or Issuing Lender, as the case may be, the amount shown as due
on any such certificate within 10 days after receipt thereof.


(d)      Failure
or delay on the part of any Lender or Issuing Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or
Issuing Lender’s right to demand such compensation; provided  that the
Company shall not be required to compensate a Lender or Issuing Lender pursuant
to this Section for any increased costs or reductions incurred more than 270
days prior to the date that such Lender or Issuing Lender, as the case may be,
notifies the Company of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or Issuing Lender’s intention to claim
compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
270-day period referred to above shall be extended to include the period of
retroactive effect thereof.


(e)      If, in
any applicable jurisdiction outside of the United States, an Issuing Lender or
any Revolving Lender or any Designated Lender of a Revolving Lender determines
that any Change in Law has made it unlawful, or that any Governmental Authority
has asserted that it is unlawful, for such Issuing Lender or such Revolving
Lender or its applicable Designated Lender to (i) perform any of its
obligations hereunder or under any other Loan Document in its capacity as an
Issuing Lender, Revolving Lender or Designated Lender of a Revolving Lender, as
applicable, (ii) to fund or maintain its participation in any Revolving Loan or
(iii) issue, make, maintain, fund or charge interest with respect to any
Obligations under the Revolving Facility, such Person shall promptly notify the
Administrative Agent, then, upon the Administrative Agent notifying the
Company, and until such notice by such Person is revoked, any obligation of
such Person to issue, make, maintain, fund or charge interest with respect to
any such Obligation under the Revolving Facility shall be suspended, and to the
extent required by applicable Requirements of Law, cancelled (but in each case,
only to the extent it is the general policy of such Person to take the
foregoing actions with respect to similarly situated borrowers in such
applicable jurisdiction under similar circumstances under agreements permitting
such Person to take such actions).  Upon delivery of such notice, such Person
shall use commercially reasonable efforts to assign to one or more assignees
permitted under Section 9.04  all of its rights and obligations
under this Agreement as relate to the Revolving Facility (including all of its
Revolving Credit Commitments and the Revolving Loans at the time owing to it). 
To the extent that such Person has been unable to consummate an assignment
contemplated by the foregoing sentence after its use of commercially reasonable
efforts to do so, such Person shall notify the Borrowers and the Borrowers
shall, (A) repay that Person’s participation in the Revolving Loans or other
applicable Obligations under the Revolving Facility on the last day of the
Interest Period for each Revolving Loan or other Obligation under the Revolving
Facility occurring after the Administrative Agent has notified the Company or,
if earlier, the date specified by such Person in the notice delivered to the
Administrative Agent (being no earlier than the last day of any applicable
grace period permitted by applicable Requirements of Law) and (B) take all
reasonable actions requested by such Person to mitigate or avoid such
illegality.


Section 2.15      Break Funding Payments.  In
the event of (a) the payment of any principal of any Eurodollar Loan other than
on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurodollar Loan other than
on the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(d)  and is revoked in accordance
therewith), or (d) the assignment of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the
applicable Borrower pursuant to Section 2.18, then, in any such
event, the applicable Borrower shall compensate each Lender for the loss, cost
and expense actually incurred that is attributable to such event.  In the case
of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed
to include an amount determined by such Lender to be the excess, if any, of (i)
the amount of interest that would have accrued on the principal amount of such
Loan had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would 




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have
been the Interest Period for such Loan), over (ii) the amount of interest that
would accrue on such principal amount for such period at the interest rate that
such Lender would bid were it to bid, at the commencement of such period, for
dollar deposits in the applicable currency of a comparable amount and period
from other banks in the eurodollar market.  A certificate of any Lender setting
forth in reasonable detail the basis for and computation of any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the applicable Borrower and shall be conclusive absent manifest
error.  The applicable Borrower shall pay such Lender the amount shown as due
on any such certificate within 10 days after receipt thereof.


Section 2.16      Taxes. 


(a)      Payments
Free of Taxes.  All payments by or on account of any obligation of any Loan
Party under any Loan Document shall be made without deduction or withholding
for any Taxes, except as required by applicable Requirements of Law.  If any
applicable Requirements of Law (as determined in the good faith discretion of
an applicable withholding agent) requires the deduction or withholding of any
Tax in respect of any such payment by a withholding agent, then the applicable
withholding agent shall be entitled to make such deduction or withholding and
shall timely pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable law and, if such Tax is an
Indemnified Tax, then the sum payable by the applicable Loan Party shall be
increased as necessary so that after such deduction or withholding has been
made (including such deductions and withholdings applicable to additional sums
payable under this Section 2.16) the applicable Lender (or, in the
case of payments made to the Administrative Agent for its own account, the
Administrative Agent) receives an amount equal to the sum it would have
received had no such deduction or withholding been made.


(b)      Payment
of Other Taxes by the Loan Parties.  The Loan Parties shall timely pay to
the relevant Governmental Authority in accordance with applicable Requirements
of Law, or at the option of the Administrative Agent timely reimburse it for,
Other Taxes.


(c)      Indemnification
by the Loan Parties.  The Loan Parties shall jointly and severally
indemnify each Recipient, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.16) payable
or paid by such Recipient or required to be withheld or deducted from a payment
to such Recipient and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to the Company by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.


(d)      [Reserved]. 


(e)      Evidence
of Payments.  As soon as practicable after any payment of Taxes by any Loan
Party to a Governmental Authority pursuant to this Section 2.16,
the Company shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


(f)      Status of Lenders. 


(i)      Any Lender that is
entitled to an exemption from or reduction of any applicable withholding Tax
with respect to any payments made under any Loan Document shall deliver to the
Company and the Administrative Agent, at the time or times reasonably requested
by the Company or the Administrative Agent, such properly completed and
executed documentation reasonably requested by the Company or the
Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding.  In addition, any Lender, if
reasonably requested by the Company or the Administrative Agent, shall deliver
such other documentation prescribed by applicable Requirements of Law or
reasonably requested by the Company or the Administrative Agent as will enable
the Company or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.






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(ii)     Without limiting the generality of the foregoing,


(A)      any Lender that is a U.S. Person
shall deliver to the Borrower and the Administrative Agent on or prior to the
date on which such Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), two executed originals of IRS Form W-9 certifying that
such Lender is exempt from U.S. Federal backup withholding tax;


(B)      any Foreign Lender shall, to the
extent it is legally eligible to do so, deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), whichever
of the following is applicable:


(1)      in the case of a Foreign Lender
claiming the benefits of an income tax treaty to which the United States is a
party two executed originals of IRS Form W-8BEN or W-8BEN-E establishing an
exemption from, or reduction of, U.S. Federal withholding Tax;


(2)      two executed originals of IRS Form
W-8ECI;


(3)      in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of
Exhibit K-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of
the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code and that no interest payments under any
Loan Documents are effectively connected with such Foreign Lender’s conduct of
a United States trade or business (a “U.S. Tax Compliance Certificate”)
and (y) two executed originals of IRS Form W-8BEN or W-8BEN-E; or


(4)      to the extent a Foreign Lender is
not the beneficial owner (e.g., where the Lender is a partnership or a
participating Lender), two executed originals of IRS Form W-8IMY, accompanied
by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance
Certificate substantially in the form of Exhibit K-2 or Exhibit K-3,
IRS Form W-9, and/or other certification documents from each beneficial owner,
as applicable; provided  that if the Foreign Lender is a partnership (and
not a participating Lender) and one or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign
Lender may provide a U.S. Tax Compliance Certificate substantially in the form
of Exhibit K-4 on behalf of such direct and indirect partner(s);


(C)      any Foreign Lender shall, to the
extent it is legally eligible to do so, deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), executed
originals of any other form prescribed by applicable Requirements of Law as a
basis for claiming exemption from or a reduction in U.S. Federal withholding
Tax, duly completed, together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


(D)      if a payment made to a Lender under
any Loan Document would be subject to U.S. Federal withholding Tax imposed by
FATCA if such Lender were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower
and the Administrative Agent at the time or times prescribed by applicable
Requirements of Law and at such time or times reasonably requested by the
Borrower or the Administrative Agent such documentation prescribed by
applicable Requirements of Law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be
necessary for the Borrower 




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and the Administrative
Agent to comply with their obligations under FATCA, to determine whether such
Lender has complied with such Lender’s obligations under FATCA or to determine
the amount, if any, to deduct and withhold from such payment.  Solely for
purposes of this clause (D), “FATCA” shall include any amendments made to
FATCA after the Effective Date.


Each Lender agrees that if any documentation it previously
delivered pursuant to this Section 2.16(f) expires or becomes obsolete or
inaccurate in any respect, it shall update such documentation or promptly
notify the Borrower and the Administrative Agent in writing of its legal
ineligibility to do so.


Each Lender hereby authorizes the Administrative Agent to
deliver to the Loan Parties and to any successor Administrative Agent any
documentation provided by such Lender pursuant to this Section 2.16(f).


(g)      Treatment
of Certain Refunds.  If the Administrative Agent or a Lender determines, in
its sole discretion, that it has received a refund of any Indemnified Taxes as
to which it has been indemnified by the Company or with respect to which any
Loan Party has paid additional amounts pursuant to this Section 2.16,
it shall pay over such refund to the Company (but only to the extent of
indemnity payments made, or additional amounts paid, by the Company under this Section 2.16 
with respect to the Indemnified Taxes giving rise to such refund), net of all
out-of-pocket expenses (including any taxes) of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided  that the
Company, upon the request of the Administrative Agent or such Lender agrees to
repay the amount paid over to the Company (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority. 
This Section shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes that it deems confidential) to the Company or any other Person.


(h)      Survival. 
Each party’s obligations under this Section 2.16  shall survive the
resignation or replacement of the Administrative Agent or any assignment of
rights by, or the replacement of, a Lender, the termination of the Commitments
and the repayment, satisfaction or discharge of all obligations under any Loan
Document.


(i)      For
purposes of this Section 2.16, the term “Lender” includes the
Issuing Lender.


Section 2.17      Payments Generally; Pro
Rata Treatment; Sharing of Set-offs. 


(a)      Each
Borrower shall make each payment required to be made by it hereunder (whether
of principal, interest, fees or reimbursement of LC Disbursements, or of
amounts payable under Section 2.14, 2.15  or 2.16, or
otherwise) prior to the time expressly required hereunder for such payment or,
if no such time is expressly required, prior to 12:00 noon, Local Time, on the
date when due, in immediately available funds, without set-off or
counterclaim.  Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon.  All
such payments shall be made to the Administrative Agent at the applicable
account specified in Schedule 2.17 or, in any such case, to such other account
as the Administrative Agent shall from time to time specify in a notice
delivered to the Company, except payments to be made directly to an Issuing
Lender as expressly provided herein and except that payments pursuant to Section 2.14,
2.15, 2.16  and 9.03  shall be made directly to the Persons
entitled thereto.  The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof.  If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension. 
All payments under any Loan Document of principal or interest in respect of any
Loan or LC Disbursement shall be made in the currency of such Loan or LC
Disbursement, and all other payments hereunder or under any other Loan Document
shall be made in U.S. Dollars, except as otherwise expressly provided; provided 
that if, for any reason, a Borrower is prohibited by Requirements of Law from
making any required payment hereunder in the currency of a Loan or LC
Disbursement, such Borrower shall make such payment in U.S. Dollars in the U.S.
Dollar Equivalent of the payment amount with respect to such currency.  Any
payment required to be made by the Administrative Agent hereunder shall be
deemed to have been made by the time required if such Agent shall, at or before
such time, have 




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taken the necessary steps to make such
payment in accordance with the regulations or operating procedures of the
clearing or settlement system used by such Agent to make such payment.  Any
payment required to be made by a Borrower hereunder shall be deemed to have
been made by the time required if such Borrower shall, at or before such time,
have taken the necessary steps to make such payment in accordance with the
regulations or operating procedures of the clearing or settlement system used
by such Borrower to make such payment.


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


(c)      If any
Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans,
or participations in LC Disbursements, resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Loans, and
participations in LC Disbursements, and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans,
and participations in LC Disbursements of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans, and participations in LC Disbursements; provided 
that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by a Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in
any of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Company or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply).  Each Borrower consents
to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.  For
purposes of subclause (b) of the definition of Excluded Taxes, a Lender that
acquires a participation pursuant to this Section 2.17(c) shall be treated as
having acquired such participation on the earlier date(s) on which such Lender
acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to
which such participation relates.


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


(e)      If any
Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(d),
or (e), 2.06(b), 2.17(d)  or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid.


(f)      (i)      Any proceeds of any Collateral securing
the Secured Obligations of the Company in connection with any enforcement or
any bankruptcy or insolvency proceeding shall be applied, subject to any
applicable Intercreditor Agreement, ratably first, to pay any fees,
indemnities, or expense reimbursements including amounts then due to the Agents
and the Issuing Lenders from the Company, second, to pay any fees or
expense 




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reimbursements then due to the Lenders from
the Company, third, to pay interest then due and payable on the
Company’s Loans ratably, fourth, to prepay principal on the Company’s
Loans and unreimbursed LC Disbursements and to pay any amounts owing with
respect to the Company’s Obligations under the Secured Cash Management
Agreements and Secured Hedge Agreements, ratably (with amounts applied to any
such Term Loans applied to installments of the Term Loans ratably in accordance
with the then outstanding amounts thereof), and to pay an amount (without
duplication of any other amounts paid to the Administrative Agent under Section
2.17(f) for this purpose) to the Administrative Agent equal to one hundred
five percent (105%) of the aggregate LC Exposure, to be held as Cash Collateral
for such Obligations; provided  that if any Letter of Credit that has
been so Cash Collateralized expires while Cash Collateral so deposited still
remains, such Cash Collateral shall be applied in the manner specified in this
paragraph, and fifth, to the payment of any other Secured Obligation due
to the Agents or any Lender by the Company.


(ii)      Any payments made by the Loan Parties under the
Loan Documents received by the Administrative Agent (i) not constituting (A) a
specific payment of principal, interest, fees or other sum payable under the
Loan Documents (which shall be applied as specified by the Borrowers), (B) a
mandatory prepayment (which shall be applied in accordance with Section 2.10),
or (C) proceeds of any asset securing any Secured Obligation, or (ii) after an
Event of Default has occurred and is continuing and the Administrative Agent so
elects or the Required Lenders so direct, shall be applied, subject to any
applicable Intercreditor Agreement, ratably first, to pay any fees,
indemnities, or expense reimbursements including amounts then due to the Agents
and the Issuing Lenders from the Borrowers, second, to pay any fees or
expense reimbursements then due to the Lenders from the Borrowers, third,
to pay interest then due and payable on the Loans ratably, fourth, to
prepay principal on the Loans and unreimbursed LC Disbursements and to payment
of any amounts owing with respect to Secured Cash Management Agreements and
Secured Hedge Agreements, ratably (with amounts applied to the Term Loans
applied to installments of the Term Loans ratably in accordance with the then
outstanding amounts thereof), fifth, to pay an amount (without
duplication of any other amounts paid to the Administrative Agent under Section
2.16(g) for this purpose) to the Administrative Agent equal to one hundred
five percent (105%) of the aggregate LC Exposure, to be held as Cash Collateral
for such Obligations, and sixth, to the payment of any other Secured
Obligation due to the Agents or any Lender by the Borrowers.


(iii)      Notwithstanding the foregoing in this Section 2.17(f),
amounts received from any Loan Party shall not be applied to any Excluded Swap
Obligation of such Loan Party.  The Administrative Agent and the Lenders shall
have the continuing and exclusive right to apply and reverse and reapply any
and all such proceeds and payments to any portion of the Secured Obligations.


Section 2.18      Mitigation Obligations;
Replacement of Lenders. 


(a)      If any
Lender requests compensation under Section 2.14, or if a Borrower
is required to pay any Indemnified Taxes or additional amounts to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall (at the request of the Borrower) use reasonable efforts
to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.14  or 2.16, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender.  The
Borrowers shall pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


(b)      If any
Lender requests compensation under Section 2.14, or if a Borrower
is required to pay any Indemnified Taxes or additional amounts to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.16,
and, in each case, such Lender has declined or is unable to designate a
different lending office in accordance with paragraph (a) above, or if any
Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights (other than its existing rights to payments made
pursuant to Sections 2.14 and 2.16) and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided  that
(i) the Borrower shall have received the prior written consent of the
Administrative Agent (and if a Revolving Credit 




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Commitment
is being assigned, the Issuing Lenders), which consent shall not unreasonably
be withheld, (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and participations in LC Disbursements,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts),
(iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.14  or payments required to be made
pursuant to Section 2.16, such assignment will result in a
reduction in such compensation or payments and (iv) in the case of any
assignment resulting from a Lender becoming a Non-Consenting Lender, the
applicable assignee shall have consented to the applicable amendment, waiver or
consent.  A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and
delegation cease to apply.


Section 2.19      Incremental Commitments. 


(a)      At any
time and from time to time prior to the Latest Maturity Date, the Company may,
by written notice to the Administrative Agent (which the Administrative Agent
shall promptly furnish to each Lender), request that one or more Persons (which
may include the then-existing Lenders) establish Incremental Revolving
Commitments or Incremental Term Loans under this paragraph (a), it being
understood that (x) if such Incremental Commitment is to be provided by a
Person that is not already a Lender, the Administrative Agent shall have
consented to such Person being a Lender hereunder to the extent such consent
would be required pursuant to Section 9.04(b)  in the event of an
assignment to such Person (such consent not to be unreasonably withheld) and
(y) the Company may agree to accept less than the amount of any proposed
Incremental Commitment; provided  that the minimum aggregate principal
amount accepted shall equal the lesser of (i) $10,000,000 or (ii) the aggregate
Incremental Commitments proposed to be provided in response to the Company's
request.  The minimum aggregate principal amount of any Incremental Commitment
shall be $10,000,000, (or such lesser amount as may be agreed by the
Administrative Agent).  In no event shall the aggregate amount of all Incremental
Commitments pursuant to this paragraph (a) (when taken together with any
Incremental Equivalent Debt incurred prior to such date) be greater than (i)
$150,000,000 and (ii) any other amount so long as, in the case of this
clause (ii), on a pro forma basis after giving effect to the incurrence of
any such Incremental Commitment (assuming, in the case of any Incremental
Revolving Credit Commitment or a delayed draw Incremental Term Loan, the full
amount thereof is drawn) and after giving effect to any Acquisition consummated
in connection therewith and all other appropriate pro forma adjustments, the
Secured Leverage Ratio does not exceed 2.50 to 1.00 on a Pro Forma Basis (with
any Incremental Equivalent Debt under Section 6.01(h) being deemed to
constitute secured Indebtedness for the purposes of calculating the Secured
Leverage Ratio even if unsecured).  The Company may arrange for one or more
banks or other financial institutions, which may include any Lender, to extend
Revolving Credit Commitments, increase their existing Revolving Credit
Commitments or provide Incremental Term Loans in an aggregate amount equal to
the amount of the Incremental Commitment.  In the event that one or more of
such Persons offer to increase or enter into such Revolving Credit Commitments,
and such Persons, the Company, any other applicable Borrower and the
Administrative Agent agree as to the amount of such Revolving Credit
Commitments to be allocated to the respective Persons making such offers and
the fees (if any) to be payable by the Company in connection therewith, the
Company, any other applicable Borrower, such Persons and the Administrative
Agent shall execute and deliver an Incremental Assumption Agreement. 
Incremental Term Loans may be made hereunder pursuant to an amendment,
restatement or amendment and restatement (an “Incremental Term Loan
Amendment”) of this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrower, each Lender participating in such tranche,
each Person joining this Agreement as Lender by participation in such tranche,
if any, and the Administrative Agent.  The Incremental Term Loan Amendment may,
without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in
the reasonable opinion of the Company and the Administrative Agent, to effect
the provisions of this Section 2.19. 


(b)      Notwithstanding
the foregoing, no increase in the Revolving Credit Commitments (or in the
Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans
shall become effective under this Section 2.19  unless on the
proposed date of the effectiveness of such Incremental Commitment (i) the
Administrative Agent shall have received a certificate dated such date and
executed by a Financial Officer of the Company that the conditions set forth in
paragraphs (a) and (b) of Section 4.02  shall have been satisfied or
waived by the Required Lenders and (ii) the Administrative Agent shall have
received documents from the Company consistent with those delivered on the
Effective Date as to the organizational power and authority of the Borrowers 




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to borrow hereunder after giving effect to such
Incremental Commitment; provided  that, with respect to any Incremental
Commitment incurred for the primary purpose of financing a Limited
Conditionality Acquisition (“Acquisition-Related Incremental Commitments”),
clause (i) of this sentence shall be deemed to have been satisfied so long as
(1) as of the date of effectiveness of the related Limited Conditionality
Acquisition Agreement, no Default is in existence or would result from entry
into such documentation, (2) as of the date of the borrowing of such
Acquisition-Related Incremental Commitment, no Event of Default under clause
(a), (b), (h) or (i) of Article VII is in existence immediately before
or after giving effect (including on a Pro Forma Basis) to such borrowing and
to any concurrent transactions and any substantially concurrent use of proceeds
thereof, (3) the representations and warranties set forth in Article III
shall be true and correct in all material respects (or in all respects if
qualified by materiality) as of the date of effectiveness of the applicable
Limited Conditionality Acquisition Agreement and (4) as of the date of the
borrowing of such Acquisition-Related Incremental Commitment, customary
“Sungard” representations and warranties (with such representations and
warranties to be reasonably determined by the Lenders providing such
Acquisition-Related Incremental Commitments) shall be true and correct in all
material respects (or in all respects if qualified by materiality) immediately
prior to, and after giving effect to, the incurrence of such
Acquisition-Related Incremental Commitment.  Nothing contained in this Section 2.19 
shall constitute, or otherwise be deemed to be, a commitment on the part of any
Lender to increase its Revolving Credit Commitment hereunder, or provide
Incremental Term Loans, at any time.


(c)      The
applicable Borrower and each Incremental Term Loan Lender and/or Incremental
Revolving Lender shall execute and deliver to the Administrative Agent an
Incremental Assumption Agreement and such other documentation as the
Administrative Agent shall reasonably specify to evidence the Incremental Term
Loan Commitment of such Incremental Term Loan Lender and/or Incremental
Revolving Credit Commitment of such Incremental Revolving Lender.  Each
Incremental Assumption Agreement shall specify the terms of the applicable
Incremental Term Loans and/or Incremental Revolving Credit Commitments; provided 
that:


(i)      (w) any commitments to make
additional Initial Term A Loans shall have the same terms as the Initial Term A
Loans, and shall form part of the same Class of Initial Term A Loans, (x) any
commitments to make Term Loans with pricing, maturity, amortization and/or
other terms different from the Initial Term A Loans (“Other Incremental Term
Loans”) shall be subject to compliance with clauses (ii) through (vi)
below and (y) the terms of any Incremental Revolving Credit Commitments, to the
extent not consistent with the then outstanding Revolving Credit Commitments, shall
not be more favorable, taken as a whole, to the lenders providing such
Incremental Revolving Credit Commitment than the terms of the then outstanding
Revolving Credit Commitments (other than with respect to terms and conditions
applicable after the then latest Revolving Facility Maturity Date) and shall
require no scheduled amortization or mandatory commitment reduction prior to
the then latest Revolving Facility Maturity Date,  


(ii)      the Other Incremental Term Loans
incurred pursuant to clause (a) of this Section 2.19  shall be
secured by Liens that rank equal in priority with the Liens securing the
existing Loans,


(iii)      the final maturity date of any
such Other Incremental Term Loans shall be no earlier than the Latest Maturity
Date applicable to Term Loans in effect at the date of incurrence of such Other
Incremental Term Loans, and, except as to pricing, amortization, final maturity
date and ranking as to security (which shall, subject to the other clauses of
this proviso, be determined by the Company and the Incremental Term Loan
Lenders in their sole discretion), shall have terms, to the extent not
consistent with the Initial Term A Loans, shall not be more favorable, taken as
a whole, to the lenders providing such Incremental Term Loans than the terms of
the Initial Term A Loans (other than with respect to terms and conditions
applicable after the then latest Term Facility Maturity Date and except that to
the extent any Incremental Term Loans consist of term “B” loans with annual
amortization prior to final maturity that is not in excess of 1% of the
original principal amount thereof, the terms of such term “B” loans may contain
different terms consistent with then prevailing market terms for institutional
loans (as reasonably determined by the Company and the Administrative Agent)
and may include, without limitation, a customary excess cash flow sweep),  


(iv)      the Weighted Average Life to
Maturity of any such Other Incremental Term Loans shall be no shorter than the
remaining Weighted Average Life to Maturity of the then outstanding Term Loans
with the longest remaining Weighted Average Life to Maturity,






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(v)      there
shall be no borrower (other than the Company) or guarantor (other than the
Guarantors) in respect of any Incremental Term Loan Commitments or Incremental
Revolving Credit Commitments, and


(vi)      Other Incremental Term Loans and
Incremental Revolving Credit Commitments shall not be secured by any asset of
the Company or its Subsidiaries other than the Collateral.


Each party hereto hereby agrees that, upon the
effectiveness of any Incremental Assumption Agreement or Incremental Term Loan
Amendment, this Agreement shall be amended to the extent (but only to the
extent) necessary to reflect the existence and terms of the Incremental Term
Loan Commitments and/or Incremental Revolving Credit Commitments evidenced
thereby as provided for in Section 9.02.  Any amendment to this
Agreement or any other Loan Document that is necessary to effect the provisions
of this Section 2.19  and any such Collateral and other
documentation shall be deemed “Loan Documents” hereunder and may be
memorialized in writing by the Administrative Agent with the Company’s consent
(not to be unreasonably withheld) and furnished to the other parties hereto. 
Each of the parties hereto hereby agrees that the Administrative Agent may take
any and all action as may be reasonably necessary to ensure that (i) all
Incremental Term Loans (other than Other Incremental Term Loans), when
originally made, are included in each Borrowing of the outstanding applicable
Class of Term Loans on a pro rata basis, and (ii) all Revolving Loans in
respect of Incremental Revolving Credit Commitments, when originally made, are
included in each Borrowing of the applicable Class of outstanding Revolving
Loans on a pro rata basis.


Section 2.20      Borrowing Subsidiaries. 
 


(a)      After
the Effective Date, the Company may designate any Restricted Subsidiary of the
Company as a Borrowing Subsidiary with the ability to request credit under the
Revolving Credit Commitment upon satisfaction of the following conditions:


(i)      The Administrative Agent shall have
received a Borrowing Subsidiary Agreement executed by such Subsidiary and the
Company, and the Administrative Agent shall have consented to the applicable
Restricted Subsidiary becoming a Borrowing Subsidiary hereunder.


(ii)      The Lenders shall have received
all documentation and other information required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act and (if applicable) the Money
Laundering Regulations 2003 of the United Kingdom (as amended) in respect of
such Subsidiary.


(iii)      The Collateral Agent shall have
received a pledge of the Equity Interests of such Borrowing Subsidiary (to the
extent required under this Agreement) pursuant to documents (including opinions
of counsel) reasonably satisfactory to the Administrative Agent and shall be
satisfied with the Collateral and Guarantee Requirement insofar as it relates
to the assets of such Borrowing Subsidiary and any other legal matters relating
to such Borrowing Subsidiary and and shall have received such Borrowing
Subsidiary’s Borrowing Subsidiary Agreement, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.


(iv)      The Administrative Agent shall
have received organizational documents, authorizing resolutions, officers’
certificates, good standing and existence and such other instruments, documents
and agreements in respect of such Subsidiary as the Administrative Agent may reasonably
request and legal opinions in form and substance reasonably satisfactory to
Administrative Agent, and covering such other matters relating to such
Borrowing Subsidiary and its Borrowing Subsidiary Agreement as the
Administrative Agent shall reasonably request.


(v)      The Administrative Agent shall have
received a joinder to the Guarantee Agreement executed by the Company in its
capacity as a Guarantor of the Obligations of such Borrowing Subsidiary.






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(b)      Upon satisfaction of the conditions set forth in
paragraph (a) of this Section 2.20, such Subsidiary shall for
all purposes of this Agreement be a Borrowing Subsidiary with the ability to
request credit under the Revolving Credit Commitments, and a party to this Agreement
until the Company shall have executed and delivered to the Administrative Agent
a Borrowing Subsidiary Termination with respect to such Restricted Subsidiary,
whereupon such Restricted Subsidiary shall cease to be a Borrowing Subsidiary,
and a party to this Agreement.  Notwithstanding the preceding sentence, (x) no
particular Subsidiary may be added and terminated under this Section 2.20 
more than twice during the term of this Agreement and (y) no Borrowing
Subsidiary Termination will become effective as to any Borrowing Subsidiary at
a time when any principal of or interest on any Revolving Loan to such
Borrowing Subsidiary or any Letter of Credit issued for the account of such
Borrower, shall be outstanding hereunder, provided  that such Borrowing
Subsidiary Termination shall be effective to terminate the right of such
Borrowing Subsidiary to make further Borrowings or to request Letters of Credit
under this Agreement.  As soon as practicable upon receipt of a Borrowing
Subsidiary Agreement, the Administrative Agent shall send a copy thereof to
each Lender.


Section 2.21      Cash Collateral.  At any time
that there shall exist a Defaulting Lender, within one Business Day following
the written request of the Administrative Agent or the applicable Issuing
Lender (with a copy to the Administrative Agent), the Company shall Cash
Collateralize such Issuing Lender’s Fronting Exposure with respect to such
Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) 
and any Cash Collateral provided by such Defaulting Lender) in an amount equal
to the LC Exposure as of such date.


(a)      Grant
of Security Interest.  The Company, and to the extent provided by any
Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative
Agent, for the benefit of the Issuing Lenders, and agrees to maintain, a first
priority security interest in all such Cash Collateral as security for the
Defaulting Lender’s obligation to fund participations in respect of Letters of
Credit, to be applied pursuant to clause (b) below.  If at any time the
Administrative Agent determines that Cash Collateral is subject to any right or
claim of any Person other than the Administrative Agent and the Issuing Lenders
as herein provided, or that the total amount of such Cash Collateral is less
than the LC Exposure as of such date, the Company will, promptly upon demand by
the Administrative Agent, pay or provide to the Administrative Agent additional
Cash Collateral in an amount sufficient to eliminate such deficiency (after giving
effect to any Cash Collateral provided by the Defaulting Lender).


(b)      Application. 
Notwithstanding anything to the contrary contained in this Agreement, Cash
Collateral provided under this Section 2.21  or Section 2.22 
in respect of Letters of Credit shall be applied to the satisfaction of the
Defaulting Lender’s obligation to fund participations in respect of Letters of
Credit (including, as to Cash Collateral provided by a Defaulting Lender, any
interest accrued on such obligation) for which the Cash Collateral was so
provided, prior to any other application of such property as may otherwise be
provided for herein.


(c)      Termination
of Requirement.  Cash Collateral (or the appropriate portion thereof)
provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be
required to be held as Cash Collateral pursuant to this Section 2.21 
following (i) the elimination of the applicable Fronting Exposure (including by
the termination of Defaulting Lender status of the applicable Lender), or (ii)
the determination by the Administrative Agent and the applicable Issuing Lender
that there exists excess Cash Collateral; provided  that, subject to Section 2.21,
the Person providing Cash Collateral and the applicable Issuing Lender may
agree that Cash Collateral shall be held to support future anticipated Fronting
Exposure or other obligations and provided  further  that to the
extent that such Cash Collateral was provided by the Company, such Cash
Collateral shall remain subject to the security interest granted pursuant to
the Loan Documents.


Section 2.22      Defaulting Lenders. 


(a)      Defaulting
Lender Adjustments.  Notwithstanding anything to the contrary contained in
this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as such Lender is no longer a Defaulting Lender, to the extent permitted by
applicable law:


(i)      Waivers and Amendments. 
Such Defaulting Lender’s right to approve or disapprove any amendment, waiver
or consent with respect to this Agreement shall be restricted as set forth in
the definition of Required Lenders and the last sentence of Section 9.02(b). 






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(ii)      Defaulting
Lender Waterfall.  Any payment of principal, interest, fees or other
amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII 
or otherwise) or received by the Administrative Agent from a Defaulting Lender
pursuant to Section 9.08  shall be applied at such time or times as
may be determined by the Administrative Agent as follows:  first, to the
payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any
amounts owing by such Defaulting Lender to any Issuing Lender hereunder; third,
to Cash Collateralize each Issuing Lender’s Fronting Exposure with respect to
such Defaulting Lender in accordance with Section 2.21; fourth,
as the Company may request (so long as no Default or Event of Default exists),
to the funding of any Loan in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined
by the Administrative Agent; fifth, if so determined by the
Administrative Agent and the Company, to be held in a deposit account and
released pro rata in order to (x) satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement and (y)
Cash Collateralize each Issuing Lender’s future Fronting Exposure with respect
to such Defaulting Lender with respect to future Letters of Credit issued under
this Agreement, in accordance with Section 2.21;  sixth, to
the payment of any amounts owing to the Lenders, the Issuing Lenders as a
result of any judgment of a court of competent jurisdiction obtained by any
Lender or Issuing Lender against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; seventh,
so long as no Default or Event of Default exists, to the payment of any amounts
owing to the Company as a result of any judgment of a court of competent
jurisdiction obtained by the Company against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided  that if (x) such payment is a payment
of the principal amount of any Loans or LC Disbursements in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the
conditions set forth in Section 4.02  were satisfied or waived, such
payment shall be applied solely to pay the Loans of, and LC Disbursements owed
to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to
the payment of any Loans of, or LC Disbursements owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in
LC Obligations are held by the Lenders pro rata in accordance with the
Commitments hereunder without giving effect to Section 2.22(a)(iv). 
Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or
to post Cash Collateral pursuant to this Section 2.22(a)(ii)  shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto.


(iii)      Certain
Fees. 


(A)      No Defaulting Lender shall be
entitled to receive any commitment fee pursuant to Section 2.11(a) 
for any period during which that Lender is a Defaulting Lender (and the Company
shall not be required to pay any such fee that otherwise would have been required
to have been paid to that Defaulting Lender).


(B)      Each Defaulting Lender shall be
entitled to receive participation fees pursuant to Section 2.11(b) 
for any period during which that Lender is a Defaulting Lender only to the
extent allocable to its Applicable Percentage of the stated amount of Letters
of Credit for which it has provided Cash Collateral pursuant to Section 2.21. 


(C)      With respect to any participation
fees not required to be paid to any Defaulting Lender pursuant to
clause (B) above, the Company shall (1) pay to each Non-Defaulting Lender
that portion of any such fee otherwise payable to such Defaulting Lender with
respect to such Defaulting Lender’s participation in LC Disbursements that has
been reallocated to such Non-Defaulting Lender pursuant to clause (iv)
below, (2) pay to each Issuing Lender the amount of any such fee otherwise
payable to such Defaulting Lender to the extent allocable to such Issuing
Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required
to pay the remaining amount of any such fee.


(iv)      Reallocation of Participations
to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s
participation in LC Disbursements shall be reallocated among the Non-Defaulting





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Lenders in accordance with their respective Applicable
Percentages (calculated without regard to such Defaulting Lender’s Commitment)
but only to the extent that (A) the conditions set forth in Section 4.02 
are satisfied at the time of such reallocation (and, unless the Company shall
have otherwise notified the Administrative Agent at such time, the Company
shall be deemed to have represented and warranted that such conditions are
satisfied at such time), and (B) such reallocation does not cause the aggregate
Revolving Credit Exposure of any Non-Defaulting Lender to exceed such
Non-Defaulting Lender’s Commitment.  No reallocation hereunder shall constitute
a waiver or release of any claim of any party hereunder against a Defaulting
Lender arising from that Lender having become a Defaulting Lender, including
any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.


(v)      Cash Collateral.  If the
reallocation described in clause (iv) above cannot, or can only partially,
be effected, the Company shall, without prejudice to any right or remedy
available to it hereunder or under law, Cash Collateralize each Issuing
Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.21. 


(b)      Defaulting
Lender Cure.  If the Company, the Administrative Agent and the Issuing
Lenders agree in writing that a Lender is no longer a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase at par that portion of
outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause the Loans and
funded and unfunded participations in Letters of Credit to be held pro rata by
the Lenders in accordance with the Commitments (without giving effect to Section 2.22(a)(iv),
whereupon such Lender will cease to be a Defaulting Lender; provided 
that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Company while that Lender was a Defaulting
Lender; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Lender to Lender will constitute a waiver or release of any claim of
any party hereunder arising from that Lender’s having been a Defaulting Lender.


(c)      Letters
of Credit.  So long as any Lender is a Defaulting Lender, no Issuing Lender
shall be required to issue, extend, renew or increase any Letter of Credit
unless it is satisfied that it will have no Fronting Exposure after giving
effect thereto.


Section 2.23      Extensions
of Loans and Commitments. 


(a)      Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers made
from time to time by the Company to all Lenders of any Class of Term Loans
and/or Revolving Credit Commitments on a pro rata basis (based, in the
case of an offer to the Lenders under any Class of Term Loans, on the aggregate
outstanding Term Loans of such Class and, in the case of an offer to the
Lenders under any Revolving Facility, on the aggregate outstanding Revolving
Credit Commitments under such Revolving Facility, as applicable), and on the
same terms to each such Lender (“Pro Rata Extension Offers”), the
Company is hereby permitted to consummate transactions with individual Lenders
that agree to such transactions from time to time to extend the maturity date
of such Lender’s Loans and/or Commitments of such Class and to otherwise modify
the terms of such Lender’s Loans and/or Commitments of such Class pursuant to
the terms of the relevant Pro Rata Extension Offer (including, without
limitation, increasing the interest rate or fees payable in respect of such
Lender’s Loans and/or Commitments and/or modifying the amortization schedule in
respect of such Lender’s Loans).  For the avoidance of doubt, the reference to
“on the same terms” in the preceding sentence shall mean, (i) in the case of an
offer to the Lenders under any Class of Term Loans, that all of the Term Loans
of such Class are offered to be extended for the same amount of time and that
the interest rate changes and fees payable with respect to such extension are
the same and (ii) in the case of an offer to the Lenders under any Revolving
Facility, that all of the Revolving Credit Commitments of such Facility are
offered to be extended for the same amount of time and that the interest rate
changes and fees payable with respect to such extension are the same.  Any such
extension (an “Extension”) agreed to between the Company and any such
Lender (an “Extending Lender”) will be established under this Agreement
by implementing an Other Term Loan for such Lender if such Lender is extending
an existing Term Loan (such extended Term Loan, an “Extended Term Loan”)
or an Other Revolving Credit Commitment for such Lender if such Lender is
extending an existing Revolving Credit Commitment (such extended Revolving
Credit Commitment, an 




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“Extended Revolving Credit
Commitment”, and any Revolving Loan made pursuant to such Extended
Revolving Credit Commitment, an “Extended Revolving Loan”).  Each Pro
Rata Extension Offer shall specify the date on which the Company proposes that
the Extended Term Loan shall be made or the proposed Extended Revolving Credit
Commitment shall become effective, which shall be a date not earlier than five
(5) Business Days after the date on which notice is delivered to the
Administrative Agent (or such shorter period agreed to by the Administrative
Agent in its reasonable discretion).


(b)      The
Company and each Extending Lender shall execute and deliver to the
Administrative Agent an amendment to this Agreement (an “Extension Amendment”)
and such other documentation as the Administrative Agent shall reasonably
specify to evidence the Extended Term Loans and/or Extended Revolving Credit Commitments
of such Extending Lender.  Each Extension Amendment shall specify the terms of
the applicable Extended Term Loans and/or Extended Revolving Credit
Commitments; provided, that (i) except as to interest rates, fees and
any other pricing terms, and amortization, final maturity date and
participation in prepayments and commitment reductions (which shall, subject to
clauses (ii) and (iii) of this proviso, be determined by the Company and
set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have
(x) the same terms as the existing Class of Term Loans from which they are
extended or (y) such other terms as shall be reasonably satisfactory to the
Administrative Agent, (ii) the final maturity date of any Extended Term Loans
shall be no earlier than the latest Term Facility Maturity Date in effect on
the date of incurrence, (iii) the Weighted Average Life to Maturity of any
Extended Term Loans shall be no shorter than the remaining Weighted Average
Life to Maturity of the Class of Term Loans to which such offer relates and
(iv) except as to interest rates, fees, any other pricing terms and final
maturity (which shall be determined by the Company and set forth in the
Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have
(x) the same terms as the existing Class of Revolving Credit Commitments from
which they are extended or (y) have such other terms as shall be reasonably
satisfactory to the Administrative Agent and, in respect of any other terms
that would affect the rights or duties of any Issuing Lender, such terms as
shall be reasonably satisfactory to such Issuing Lender.  Upon the
effectiveness of any Extension Amendment, this Agreement shall be amended to
the extent (but only to the extent) necessary to reflect the existence and
terms of the Extended Term Loans and/or Extended Revolving Credit Commitments
evidenced thereby as provided for in Section 9.02.  Any such deemed
amendment may be memorialized in writing by the Administrative Agent with the
Company’s consent (not to be unreasonably withheld) and furnished to the other
parties hereto.  If provided in any Extension Amendment with respect to any
Extended Revolving Credit Commitments, and with the consent of each Issuing
Lender, participations in Letters of Credit shall be reallocated to Lenders
holding such Extended Revolving Credit Commitments in the manner specified in
such Extension Amendment, including upon effectiveness of such Extended
Revolving Credit Commitment or upon or prior to the maturity date for any Class
of Revolving Credit Commitments.


(c)      Upon
the effectiveness of any such Extension, the applicable Extending Lender’s Term
Loan will be automatically designated an Extended Term Loan and/or such
Extending Lender’s Revolving Credit Commitment will be automatically designated
an Extended Revolving Credit Commitment.  


(d)      Notwithstanding
anything to the contrary set forth in this Agreement or any other Loan Document
(including without limitation this Section 2.23), (i) no Extended
Term Loan or Extended Revolving Credit Commitment is required to be in any
minimum amount or any minimum increment, (ii) any Extending Lender may extend
all or any portion of its Term Loans and/or Revolving Credit Commitment
pursuant to one or more Pro Rata Extension Offers (subject to applicable
proration in the case of over participation) (including the extension of any
Extended Term Loan and/or Extended Revolving Credit Commitment), (iii) there
shall be no condition to any Extension of any Loan or Commitment at any time or
from time to time other than notice to the Administrative Agent of such
Extension and the terms of the Extended Term Loan or Extended Revolving Credit
Commitment implemented thereby, (iv) all Extended Term Loans, Extended
Revolving Credit Commitments and all obligations in respect thereof shall be
Obligations of the relevant Loan Parties under this Agreement and the other
Loan Documents that rank equally and ratably in right of security with all
other Obligations of the Class being extended, (v) no Issuing Lender shall be
obligated to issue Letters of Credit under such Extended Revolving Credit
Commitments unless it shall have consented thereto and (vi) there shall be no
borrower (other than the Borrowers) and no guarantors (other than the Guarantors)
in respect of any such Extended Term Loans or Extended Revolving Credit
Commitments.






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(e)      Each Extension shall be consummated pursuant to
procedures set forth in the associated Pro Rata Extension Offer; provided,
that the Company shall cooperate with the Administrative Agent prior to making
any Pro Rata Extension Offer to establish reasonable procedures with respect to
mechanical provisions relating to such Extension, including, without
limitation, timing, rounding and other adjustments.


Section 2.24      Refinancing
Amendments. 


(a)      Notwithstanding
anything to the contrary in this Agreement, the Company may by written notice
to the Administrative Agent establish one or more additional tranches of term
loans under this Agreement (such loans, “Refinancing Term Loans”), all
Net Proceeds of which are used to refinance in whole or in part any Class of
Term Loans.  Each such notice shall specify the date (each, a “Refinancing
Effective Date”) on which the Company proposes that the Refinancing Term Loans
shall be made, which shall be a date not earlier than five (5) Business Days
after the date on which such notice is delivered to the Administrative Agent
(or such shorter period agreed to by the Administrative Agent in its sole
discretion); provided, that: 


(i)      in connection with the refinancing
of any Class of Term Loans in part, before and after giving effect to the
borrowing of such Refinancing Term Loans on the Refinancing Effective Date each
of the conditions set forth in Section 4.02  shall be satisfied;


(ii)     in connection with the refinancing
of any Class of Term Loans in whole, before and after giving effect to the
borrowing of such Refinancing Term Loans on the Refinancing Effective Date each
of the conditions set forth in Section 4.02  shall be satisfied to
the extent required by the Refinancing Amendment governing such Refinancing
Term Loans;


(iii)    the final maturity date of the
Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date
of the refinanced Term Loans;


(iv)     the Weighted Average Life to
Maturity of such Refinancing Term Loans shall be no shorter than the
then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;


(v)      the aggregate principal amount of
the Refinancing Term Loans shall not exceed the outstanding principal amount of
the refinanced Term Loans plus amounts used to pay fees, premiums, costs and
expenses (including original issue discount) and accrued interest associated
therewith;


(vi)     all other terms applicable to such
Refinancing Term Loans (other than provisions relating to original issue
discount, upfront fees, interest rates and any other pricing terms and optional
prepayment or mandatory prepayment or redemption terms, which shall be as
agreed between the Company and the Lenders providing such Refinancing Term
Loans) taken as a whole shall (as determined by the Company in good faith) be
substantially similar to, or not materially less favorable to the Company and
its Subsidiaries than, the terms, taken as a whole, applicable to the Initial
Term A Loans (except to the extent such covenants and other terms apply solely
to any period after the then applicable Term Facility Maturity Date or are
otherwise reasonably acceptable to the Administrative Agent);


(vii)    there shall be no borrower (other
than the Borrower) and no guarantors (other than the Guarantors) in respect of
such Refinancing Term Loans;


(viii)   Refinancing Term Loans shall not be
secured by any asset of the Company and its Subsidiaries other than the
Collateral; and


(ix)     Refinancing Term Loans may
participate on a pro rata basis or on a less than pro rata basis (but not on a
greater than pro rata basis) in any mandatory prepayments hereunder, as
specified in the applicable Refinancing Amendment.


(b)      The
Company may approach any Lender or any other person that would be a permitted
assignee pursuant to Section 9.04  to provide all or a portion of
the Refinancing Term Loans; provided, that any Lender 




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offered or approached to provide all or a portion of the
Refinancing Term Loans may elect or decline, in its sole discretion, to provide
a Refinancing Term Loan.  Any Refinancing Term Loans made on any Refinancing
Effective Date shall be designated an additional Class of Term Loans for all
purposes of this Agreement; provided, further, that any
Refinancing Term Loans may, to the extent provided in the applicable
Refinancing Amendment governing such Refinancing Term Loans, be designated as
an increase in any previously established Class of Term Loans made to the
Company.


(c)      Notwithstanding
anything to the contrary in this Agreement, the Company may by written notice
to the Administrative Agent establish one or more additional Facilities (“Replacement
Revolving Facilities”) providing for revolving commitments (“Replacement
Revolving Credit Commitments” and the revolving loans thereunder, “Replacement
Revolving Loans”), which replace in whole or in part any Class of Revolving
Credit Commitments under this Agreement.  Each such notice shall specify the
date (each, a “Replacement Revolving Facility Effective Date”) on which
the Company proposes that the Replacement Revolving Credit Commitments shall
become effective, which shall be a date not less than five (5) Business Days
after the date on which such notice is delivered to the Administrative Agent
(or such shorter period agreed to by the Administrative Agent in its reasonable
discretion); provided  that (i) in connection with the replacement of any
Class of Revolving Credit Commitments in part, before and after giving effect
to the establishment of such Replacement Revolving Credit Commitments on the
Replacement Revolving Facility Effective Date, each of the conditions set forth
in Section 4.02  shall be satisfied, (ii) in connection with the
replacement of any Class of Revolving Credit Commitments in whole, before and
after giving effect to the establishment of such Replacement Revolving Credit
Commitments on the Replacement Revolving Facility Effective Date, each of the
conditions set forth in Section 4.02  shall be satisfied to the
extent required by the documentation governing such Replacement Revolving
Facility; (iii) after giving effect to the establishment of any Replacement
Revolving Credit Commitments and any concurrent reduction in the aggregate
amount of any other Revolving Credit Commitments, the aggregate amount of
Revolving Credit Commitments shall not exceed the aggregate amount of the
Revolving Credit Commitments outstanding immediately prior to the applicable
Replacement Revolving Facility Effective Date plus amounts used to pay fees,
premiums, costs and expenses (including original issue discount) and accrued
interest associated therewith; (iv) no Replacement Revolving Credit Commitments
shall have a final maturity date (or require commitment reductions or
amortizations) prior to the Revolving Facility Maturity Date for the Revolving
Credit Commitments being replaced; (v) all other terms applicable to such
Replacement Revolving Facility (other than provisions relating to (x) fees,
interest rates and other pricing terms and prepayment and commitment reduction
and optional redemption terms which shall be as agreed between the Company and
the Lenders providing such Replacement Revolving Credit Commitments and (y) the
amount of any letter of credit sublimit under such Replacement Revolving
Facility, which shall be as agreed between the Company, the Lenders providing
such Replacement Revolving Credit Commitments, the Administrative Agent and the
replacement issuing lender, if any, under such Replacement Revolving Credit
Commitments) taken as a whole shall (as determined by the Company in good
faith) be substantially similar to, or not materially less favorable to the
Company and its Subsidiaries than, those, taken as a whole, applicable to the Revolving
Credit Commitments so replaced (except to the extent such covenants and other
terms apply solely to any period after the latest Revolving Facility Maturity
Date in effect at the time of incurrence or are otherwise reasonably acceptable
to the Administrative Agent); (vi) there shall be no borrower (other than the
Borrowers) and no guarantors (other than the Guarantors) in respect of such
Replacement Revolving Facility; and (vii) Replacement Revolving Credit
Commitments and extensions of credit thereunder shall not be secured by any
asset of the Company and its Subsidiaries other than the Collateral.  Solely to
the extent that an Issuing Lender is not a replacement issuing lender, under a
Replacement Revolving Facility, it is understood and agreed that such Issuing
Lender shall not be required to issue any letters of credit under such
Replacement Revolving Facility and, to the extent it is necessary for such
Issuing Lender to withdraw as an Issuing Lender at the time of the
establishment of such Replacement Revolving Facility, such withdrawal shall be
on terms and conditions reasonably satisfactory to such Issuing Lender, in its
sole discretion.  The Company agrees to reimburse each Issuing Lender in full
upon demand, for any reasonable and documented out-of-pocket cost or expense
attributable to such withdrawal.


(d)      The
Company may approach any Lender or any other person that would be a permitted
assignee of a Revolving Credit Commitment pursuant to Section 9.04 
to provide all or a portion of the Replacement Revolving Credit Commitments; provided 
that any Lender offered or approached to provide all or a portion of the
Replacement Revolving Credit Commitments may elect or decline, in its sole
discretion, to provide a Replacement Revolving Credit Commitment.  Any
Replacement Revolving Credit Commitment made on any Replacement Revolving
Facility Effective Date shall be designated an additional Class of Revolving
Credit Commitments for all purposes of 




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this Agreement;
provided  that any Replacement Revolving Credit Commitments may, to the
extent provided in the applicable Refinancing Amendment, be designated as an
increase in any previously established Class of Revolving Credit Commitments.


(e)      The
Company and each Lender providing the applicable Refinancing Term Loans and/or
Replacement Revolving Credit Commitments (as applicable) shall execute and
deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing
Amendment”) and such other documentation as the Administrative Agent shall
reasonably specify to evidence such Refinancing Term Loans and/or Replacement
Revolving Credit Commitments (as applicable).  For purposes of this Agreement
and the other Loan Documents, (A) if a Lender is providing a Refinancing Term
Loan, such Lender will be deemed to have an Other Term Loan having the terms of
such Refinancing Term Loan and (B) if a Lender is providing a Replacement
Revolving Credit Commitment, such Lender will be deemed to have an Other
Revolving Credit Commitment having the terms of such Replacement Revolving
Credit Commitment.  Notwithstanding anything to the contrary set forth in this
Agreement or any other Loan Document (including without limitation this Section 2.24),
(i) no Refinancing Term Loan or Replacement Revolving Credit Commitment is
required to be in any minimum amount or any minimum increment, (ii) there shall
be no condition to any incurrence of any Refinancing Term Loan or Replacement
Revolving Credit Commitment at any time or from time to time other than those
set forth in clauses (a) or (c) above, as applicable, and (iii) unless
otherwise set forth in the applicable Refinancing Amendment, all Refinancing
Term Loans, Replacement Revolving Credit Commitments and all obligations in
respect thereof shall be Obligations under this Agreement and the other Loan
Documents that rank equally and ratably in right of security with the Initial
Term A Loans and other Secured Obligations.


ARTICLE III



Representations and Warranties


Each Borrower represents
and warrants to the Lenders that:


Section 3.01      Organization.  As of the
Effective Date, each of the Company and its Restricted Subsidiaries (i) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization or incorporation, (ii) has the requisite power
and authority to conduct its business as it is presently being conducted, and
(iii) is duly qualified or licensed to conduct business and is in good standing
in each jurisdiction listed in Schedule 3.01.  The Company and its
Restricted Subsidiaries are qualified and licensed in all jurisdictions where
they are required to be so qualified or licensed to operate their business and
where the failure to so qualify or be in good standing, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect. 
No proceeding to dissolve any Loan Party is pending or, to the Company’s
knowledge, threatened except for any merger, consolidation, liquidation, or
dissolution permitted under Section 6.03. 


Section 3.02      Authorization; Enforceability. 
The Transactions to be entered into by each Loan Party are within such Loan
Party’s corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action.  This Agreement has been duly
executed and delivered by the Borrowers and constitutes, and each other Loan
Document to which any Loan Party is to be a party, when executed and delivered
by such Loan Party, will constitute, a legal, valid and binding obligation of
the Borrowers or such Loan Party (as the case may be), enforceable against such
Borrower or such other Loan Party, as the case may be, in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.


Section 3.03      Governmental Approvals; No Conflicts. 
The Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except (i)
such as have been obtained or made and are in full force and effect, (ii)
filings necessary to perfect Liens created under the Loan Documents and (iii)
those the failure to obtain or make which, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, (b)
will not violate (i) any applicable law or regulation or (ii) any Order of any
Governmental Authority, except to the extent such violation could not
reasonably be expected to result in a Material Adverse Effect, (c) will not
violate the charter, by-laws or other organizational documents of any Loan
Party, (d) will not violate or result in a default under any indenture,
material agreement or 




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other material instrument
evidencing Material Indebtedness binding upon the Company or any of its
Restricted Subsidiaries or their respective assets, or give rise to a right
thereunder to require any payment to be made by the Company or any of its
Restricted Subsidiaries and (e) will not result in the creation or imposition
of any Lien on any asset of the Company or any of its Restricted Subsidiaries,
except Liens created under the Loan Documents.


Section 3.04      Financial Statements; No
Material Adverse Change. 


(a)      The
Company has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows (i) as of and for
the fiscal year ended December 31, 2014, reported on by KPMG LLP, independent
certified public accountants, and (ii) as of and for the Fiscal Quarter and the
portion of the current fiscal year ended September 30, 2015, certified by
a Financial Officer.  Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of
the Company and its consolidated Subsidiaries as of such dates and for such
periods in accordance with GAAP, subject to year-end audit adjustments and the
absence of footnotes in the case of the statements referred to in
clause (ii) above.


(b)      Except
as disclosed in the financial statements referred to above or the notes thereto
and except for the Disclosed Matters, based on the facts and circumstances in
existence on the Effective Date and taking into consideration the likelihood of
any realization with respect to contingent liabilities, after giving effect to
the Transactions, none of the Company or its Restricted Subsidiaries has, as of
the Effective Date, any material contingent liabilities, unusual long-term
commitments or unrealized losses to the extent required to be disclosed in
accordance with GAAP.


(c)      Since
December 31, 2014, there has been no material adverse change in the business,
assets, property, condition (financial or otherwise), of the Company and its
Restricted Subsidiaries taken as a whole.


Section 3.05      Properties.  Each of the
Company and its Restricted Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business,
except for minor defects in title that (i) do not interfere with its ability to
conduct its business as currently conducted or to utilize such properties for
their intended purposes and (ii) individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


Section 3.06      Litigation and
Environmental Matters. 


(a)      There
are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Restricted
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve any of the Loan Documents or
the Transactions.


(b)      Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Company nor any of its Restricted
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under
any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.


(c)      Since
the Effective Date, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.


Section 3.07      Compliance with Laws and Agreements. 
Each of the Company and its Restricted Subsidiaries is in compliance with all
Requirements of Law applicable to it or its property and all indentures,
material agreements and other material instruments evidencing Material
Indebtedness binding upon it or its property, except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.  No Default has occurred and is
continuing.







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Section 3.08      Intellectual
Property.  The Company and each of its Restricted Subsidiaries owns, or is
licensed to use, Intellectual Property reasonably necessary for the conduct of
its business as currently conducted, except for those the failure to own or be
licensed to use which could not reasonably be expected to result in a Material
Adverse Effect.  To the knowledge of the Company, (a) the operation of their
respective businesses, including the use of Intellectual Property, by the
Company and its Restricted Subsidiaries does not infringe on the rights of any
person, (b) no Intellectual Property of the Company or any of its Restricted
Subsidiaries is being infringed upon by any person, and (c) no claim is pending
or threatened in writing challenging the ownership, use or the validity of any
Intellectual Property of the Company or any Restricted Subsidiary, except for
infringements and claims referred to in the foregoing clauses (a), (b) and
(c) that, in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect.


Section 3.09      Investment Company Status. 
Neither the Company nor any of its Restricted Subsidiaries is an “investment
company” as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended.


Section 3.10      Taxes.  Each of the Company
and its Restricted Subsidiaries has timely filed or caused to be filed all Tax
returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it (including in its capacity as a
withholding agent), except (a) any Taxes that are being contested in good faith
by appropriate proceedings and for which the Company or such Restricted
Subsidiary, as applicable, has set aside on its books adequate reserves or (b)
to the extent that the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


Section 3.11      ERISA.  No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all
other such ERISA Events for which liability is reasonably expected to occur,
could reasonably be expected to result in a Material Adverse Effect.   The
present value of all accumulated benefit obligations under each Plan (based on
the assumptions used for purposes of Accounting Standards Codification No. 715)
did not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $10,000,000 the fair market value of the assets of
such Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Accounting
Standards Codification No. 715) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $25,000,000
the fair market value of the assets of all such underfunded Plans.


Section 3.12      Labor Matters.  As of the
Effective Date, there are no strikes, lockouts or slowdowns against the Company
or any of its Restricted Subsidiaries pending or, to the knowledge of the
Company, threatened.  The hours worked by and payments made to employees of the
Company and its Restricted Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other Requirements of Law dealing with such matters
in any manner that could reasonably be expected to have a Material Adverse
Effect.  All payments due from the Company or any Restricted Subsidiary, or for
which any claim may be made against any of them, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of the Company and its Restricted
Subsidiaries except to the extent non-payment could not reasonably be expected
to have a Material Adverse Effect.  The consummation of the Transactions will
not give rise to any right of termination or right of renegotiation on the part
of any union under any collective bargaining agreement to which the Company or
any of its Restricted Subsidiaries is bound.


Section 3.13      Insurance.  Schedule 3.13 
lists all policies or binders of fire, liability, worker’s compensation, vehicular
or other insurance held by or for the benefit of the Company or any of its
Restricted Subsidiaries (specifying the insurer, the policy number or covering
note number with respect to binders) as of the Effective Date.  As of the
Effective Date, all premiums in respect of such insurance have been paid.  All
insurance required by Section 5.07  is in full force and effect, is
with financially sound and reputable insurers and is in amounts and provides
coverage that are reasonable and customary for Persons engaged in businesses
similar to those conducted by the Company and its Restricted Subsidiaries.


Section 3.14      Solvency.  Immediately after
the consummation of the Transactions to occur on the Effective Date, and
immediately following the making of each Loan made on the Effective Date and
after giving effect to the application of the proceeds of such Loans, (a) the
fair market value of the assets of each Loan Party (on a consolidated basis
with its subsidiaries) will exceed its debts and liabilities, subordinate,
contingent or otherwise; 




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(b) the present fair saleable
value of the property of each Loan Party (on a consolidated basis with its
subsidiaries) will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities; (c) each Loan Party (on
a consolidated basis with its subsidiaries) will be able to pay its debts and
liabilities, subordinate, contingent or otherwise as they become absolute and
mature; and (d) each Loan Party (on a consolidated basis with its subsidiaries)
will not have unreasonably small capital with which to conduct its business as
such business is now conducted and is proposed to be conducted following the
Effective Date.


Section 3.15      Subsidiaries.  Schedule 3.15 
sets forth the name of, and the ownership interest of the Company in, each
Subsidiary of the Company and identifies each Subsidiary that is a Domestic
Subsidiary, each that is a Material Subsidiary and each that is a Foreign
Subsidiary, in each case as of the Effective Date.  As of the Effective Date,
there are no Borrowing Subsidiaries or any Unrestricted Subsidiaries and no
Person has executed a Borrowing Subsidiary Agreement (as defined in the
Existing Credit Agreement) or obtained a Loan under Section 2.02  of
the Existing Credit Agreement, as amended.


Section 3.16      Disclosure.  None of the
reports, financial statements, certificates or other written information (other
than projections, financial estimates, forecasts and other forward-looking
information, and other information of a general economic or industry specific
nature) furnished by or on behalf of the Company or any of its Subsidiaries to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or any Loan Document or delivered hereunder, when furnished and
taken as a whole, (as modified or supplemented by other information so
furnished), contains any untrue statement of a material fact or omits to state
any material fact necessary to make the statements therein, taken as a whole in
the light of the circumstances under which they were made, not misleading; provided 
that, with respect to projected financial information furnished by or on behalf
of the Company or any of its Subsidiaries to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or any Loan
Document or delivered hereunder, the Borrowers represent only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time (it being understood that such projections are as to
future events and are not to be viewed as facts and are subject to significant
uncertainties and contingencies, many of which are beyond the Borrower’s
control, and that no assurance can be given that the projections will be
realized and actual results during the period or periods covered by any such
projections may differ significantly from the projected results and such
differences may be material).


Section 3.17      Margin Stock.  Neither the
Company nor any Restricted Subsidiary is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.  The proceeds of the Loans and the Letters of
Credit will not be used, directly or indirectly, immediately, incidentally or
ultimately, for the purpose of purchasing or carrying any Margin Stock or for
the purpose of reducing or retiring any Indebtedness which was originally
incurred to purchase or carry Margin Stock or for any other purpose which might
cause any of the Loans or the Letters of Credit under this Agreement to be
“purpose credit” within the meaning of Regulation U or Regulation X of the
Board.


Section 3.18      Use of Proceeds.  The
proceeds of the Loans shall be used only to finance the Transactions and the
Transaction Costs and for working capital and other general corporate purposes,
including without limitation, Acquisitions, Investments and Restricted
Payments.  


Section 3.19      No Undisclosed Liabilities. 
Except as set forth in Schedule 3.19, the Company and its
Restricted Subsidiaries have no liabilities or obligations of any nature
(whether known or unknown, and whether absolute, accrued, contingent or
otherwise) except for (i) liabilities or obligations reflected or reserved against
in the financial statements most recently delivered by the Borrower pursuant to
Section 5.01, (ii) current liabilities incurred in the ordinary
course of business since the date of such financial statements, (iii)
liabilities or obligations that are not required to be included in financial
statements prepared in accordance with GAAP, (iv) liabilities or obligations
arising under Governmental Approvals or contracts to which the Company or any
of its Subsidiaries is a party or otherwise subject and (v) liabilities or
obligations incurred after the most recently delivered financial statements and
specifically permitted to be incurred under this Agreement.


Section 3.20      Federal
Reserve Regulations.  No part of the proceeds of any Loans or any
Letter of Credit will be used by any Borrower or any of the Company’s
Subsidiaries in any manner that would result in a violation of Regulation T,
Regulation U or Regulation X.







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Section 3.21      Anti-Corruption
Laws; Sanctions.  The Company has implemented and maintains in effect
policies and procedures designed to ensure compliance by the Company, its
Subsidiaries and their respective directors, officers, employees and agents
with Anti-Corruption Laws and applicable Sanctions, and the Company, its
Subsidiaries and, to the knowledge of the Company, their respective officers,
employees, directors and agents, are in compliance with Anti-Corruption Laws
and applicable Sanctions.  None of (a) the Company, any Subsidiary or, to the
knowledge of the Company after due inquiry, any of their respective directors,
officers or employees, or (b) to the knowledge of the Company, any agent of the
Company or any Subsidiary that will act in any capacity in connection with or
benefit from the Facilities established hereby, is a Sanctioned Person.  No
Borrowing or Letter of Credit, use of proceeds or other transaction
contemplated by this Agreement  will violate any Anti-Corruption Law
or applicable Sanctions.


Section 3.22      Security
Documents. 


(a)      Each
Security Document is effective to create in favor of the Collateral Agent (for
the benefit of the Secured Parties) a legal, valid and enforceable security
interest in the Collateral to the extent described therein and that a security
interest in such Collateral can be created under the UCC.  As of the Effective
Date, in the case of the Pledged Collateral described in the Security
Agreement, when certificates or promissory notes, as applicable, representing
such Pledged Collateral and required to be delivered under the applicable
Security Document are delivered to the Collateral Agent, and in the case of the
other Collateral described in the Security Agreement when financing statements
are filed in the offices specified in the Perfection Certificate, the
Collateral Agent (for the benefit of the Secured Parties) shall have a fully
perfected Lien (subject to all Permitted Encumbrances or as otherwise permitted
by Section 6.02) on, and security interest in, all right, title and
interest of the Loan Parties in such Collateral to the extent a security
interest in such Collateral can be created under the UCC, as security for the
Secured Obligations to the extent perfection in such collateral can be obtained
by filing Uniform Commercial Code financing statements or possession, in each
case prior and superior in right to the Lien of any other Person (except
Permitted Encumbrances or as otherwise permitted by Section 6.02). 


(b)      When
the Security Agreement or a short form thereof is filed and recorded in the United
States Patent and Trademark Office and/or the United States Copyright Office,
as applicable, and, with respect to Collateral in which a security interest
cannot be perfected by such filings, upon the proper filing of the financing
statements referred to in clause (a) above, the Collateral Agent (for the
benefit of the Secured Parties) shall have a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties
thereunder in the United States registered trademarks and patents, trademark
and patent applications and registered copyrights, in each case prior and
superior in right to the Lien of any other person, except for Permitted
Encumbrances or as otherwise permitted by Section 6.02 (it being
understood that subsequent recordings in the United States Patent and Trademark
Office and the United States Copyright Office may be necessary to perfect a
Lien on registered trademarks and issued patents, trademark and patent
applications and registered copyrights acquired by the Loan Parties after the
Effective Date).


ARTICLE IV



Conditions


Section 4.01      Effective Date.  The
obligations of the Lenders to make the Initial Term A Loans and the Initial
Revolving Loans and of the Issuing Lenders to issue Letters of Credit hereunder
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 9.02): 


(a)      The Administrative Agent (or its counsel)
shall have received from each party hereto either (i) a counterpart of this
Agreement signed on behalf of such party or (ii) written evidence satisfactory
to the Administrative Agent (which may include telecopy or email transmission
of a signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement.


(b)      The Administrative Agent shall have received a
favorable written opinion (addressed to the Administrative Agent, the
Collateral Agent, the Issuing Lenders and the Lenders and dated the Effective
Date) of Latham & Watkins LLP, counsel for the Company, and of F&B Law
Firm, P.C., local Alabama counsel for the Company and Sheppard, Mullin, Richter
& Hampton, LLP, local Virginia counsel for the 




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Company,
both in form and substance reasonably satisfactory to the Administrative Agent
and Required Lenders, and covering such other matters relating to the Loan
Parties, the Loan Documents or the Transactions as the Required Lenders shall
reasonably request.  The Company hereby requests such counsel to deliver such
opinion.


(c)      The Administrative Agent shall have received
such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
each Loan Party, the authorization of the Transactions, the incumbency and
specimen signature of each officer or authorized signatory executing this
Agreement or any other Loan Document, and any other legal matters relating to
the Loan Parties, this Agreement or the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel and a
certificate of the Secretary or Assistant Secretary or similar officer of each
of the Loan Parties dated the Effective Date and certifying that the corporate
documents attached thereto, as requested by the Administrative Agent, are true
and complete copies thereof.


(d)      The Administrative Agent shall have received
all fees and other amounts due and payable on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses (including reasonable legal fees)
required to be reimbursed or paid by any Loan Party hereunder or under any Loan
Documents.


(e)      All material governmental and third party
approvals necessary in connection with the financing contemplated hereby and
the continuing operations of the Company and the Subsidiaries shall have been
obtained and be in full force and effect.


(f)      The Lenders shall have received (i) audited
consolidated financial statements of the Company and its Subsidiaries for the
two most recent fiscal years ended prior to the Effective Date as to which such
financial statements are available and (ii) satisfactory unaudited interim
consolidated financial statements of the Company and its Subsidiaries for each
Fiscal Quarter ended subsequent to the date of the latest financial statements
delivered pursuant to clause (i) of this paragraph as to which such
financial statements are available which financial statements shall not be
materially inconsistent with the financial statements or forecasts previously
provided.


(g)      The Administrative Agent shall have received
promissory notes for each of the Lenders who requested such notes at least
three (3) Business Days prior to the Effective Date.


(h)      The Collateral and Guarantee Requirement shall
have been satisfied.


(i)      The Administrative Agent shall have received a
completed Perfection Certificate, dated the Effective Date and signed by a
Financial Officer, together with all attachments contemplated thereby, and the
results of a search of the Uniform Commercial Code (or equivalent), Tax and
judgment, United States Patent and Trademark Office and United States Copyright
Office filings made with respect to the Loan Parties in the jurisdictions
contemplated by the Perfection Certificate or requested by the Collateral Agent
and copies of the financing statements (or similar documents) disclosed by such
search of the Company and evidence reasonably satisfactory to the Administrative
Agent that the Liens other than Permitted Encumbrances and Liens permitted
pursuant to Section 6.02 have been, or will be simultaneously or
substantially concurrently with the Effective Date, released (or arrangements
reasonably satisfactory to the Administrative Agent for such release shall have
been made).


(j)      The SCS Acquisition shall be consummated in
all material respects in accordance with the terms and conditions of the SCS
Acquisition Agreement.


(k)      The Lenders shall have received a solvency
certificate substantially in the form of Exhibit L  and signed by a
Financial Officer confirming the solvency of the Company and its Subsidiaries
on a consolidated basis after giving effect to the Transactions on the
Effective Date.






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(l)      The Lenders shall
have received, at least three (3) Business Days prior to the Effective Date,
all documentation and other information required with respect to the Loan
Parties by bank regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation
the USA PATRIOT Act to the extent requested in writing at least 10 days prior
to the Effective Date.


(m)      The Administrative Agent shall have received
the financial statements referred to in Section 3.04(a). 


The Administrative Agent shall notify the Company and
the Lenders of the Effective Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the Lenders to make
Loans and of the Issuing Lenders to issue Letters of Credit hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 9.02). 


Section 4.02      Each Credit Event.  The
obligation of each Lender to make a Loan on the occasion of any Borrowing
(excluding any Interest Election Request requesting only a continuation of any
Eurodollar Loan or a conversion of Loans to the other Type), and of each
Issuing Lender to issue, amend, renew or extend any Letter of Credit, is subject
to the satisfaction of the following conditions:


(a)      The representations and warranties of each
Loan Party set forth in this Agreement or any other Loan Document shall be
deemed to have been made as a part of said request for a Borrowing and shall be
true and correct in all material respects on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall
be true and correct as of such earlier date.


(b)      No Material Adverse Effect shall have occurred
since the date of the most recent Borrowing by the Company.


(c)      The Administrative Agent shall have received a
request for a Borrowing as required by Section 2.03  or the
applicable Issuing Lender and the Administrative Agent shall have received a
request for the issuance of a Letter of Credit as required by Section 2.05(b). 


(d)      At the time of and immediately after giving
effect to such Borrowing or the issuance, amendment, renewal or extension of
such Letter of Credit, as applicable, no Default shall have occurred and be
continuing.


Each Borrowing and each issuance, amendment, renewal or
extension of a Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrowers on the date thereof as to the matters specified
in paragraphs (a), (b) and (d) of this Section.


Section 4.03      Initial Credit Event for each
Borrowing Subsidiary


.  The obligation of the Lenders to make Loans to any Borrowing
Subsidiary and the obligations of the Issuing Lenders to issue Letters of
Credit for the account of any Borrowing Subsidiary are subject to the
satisfaction of the conditions specified in Section 2.20. 


ARTICLE V



Affirmative Covenants


Until the Commitments have expired or been terminated and
the principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed (except to the
extent Cash Collateralized or backstopped, in each case, in a manner agreed to
by the Company and the applicable Issuing Lender or as to which other
arrangements satisfactory to the applicable Issuing Lender shall have been
made), each Borrower covenants and agrees with the Lenders that:







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Section 5.01      Financial
Statements and Other Information.  The Company will furnish to the
Administrative Agent, for distribution to each Lender:


(a)      within 90 days after the end of each fiscal
year of the Company, the audited consolidated balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of
and for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, of the Company and the consolidated Subsidiaries
as of such year, all reported on by KPMG LLP or other independent public
accountants of recognized national standing (without
a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of the Company and the
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;


(b)      within 45 days after the end of each of the
first three Fiscal Quarters of each fiscal year of the Company, the
consolidated balance sheets and related statements of operations, stockholders’
equity and cash flows as of the end of and for such Fiscal Quarter and the then
elapsed portion of the fiscal year, setting forth in each case in comparative
form the figures for the corresponding period or periods of (or, in the case of
the balance sheet, as of the end of) the previous fiscal year, of the Company
and the consolidated Subsidiaries and Company and the Restricted Subsidiaries
as of such year, all certified by one of the Company’s Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Company and its consolidated Subsidiaries or the Company
on a consolidated basis in accordance with GAAP consistently applied, subject
to normal year-end audit adjustments and the absence of footnotes;


(c)      concurrently with any delivery of financial
statements under clause (a) or (b) above, a certificate of a Financial
Officer of the Company (i) certifying as to whether a Default has occurred and,
if a Default has occurred, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Section 6.16  and 6.17,
(iii) setting forth in a reasonably detailed schedule, a comparison of the
consolidated results under clause (a) or (b) above with the financial
condition and results of operations of the Company and its consolidated
Restricted Subsidiaries, and (iv) stating whether any change in GAAP or in the
application thereof has occurred since the date of the audited financial
statements referred to in Section 3.04 and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate;


(d)      concurrently with any delivery of financial
statements under clause (a) above, any management letter delivered to the
management of the Company by the accounting firm that reported on such
financial statements;


(e)      promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other
materials filed by the Company or any Restricted Subsidiary with the SEC, or
any Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Company to its shareholders generally, as the case may be;


(f)      promptly following any request therefor, such
other information regarding the operations, business affairs and financial
condition of the Company or any Restricted Subsidiary, or compliance with the
terms of this Agreement, as the Administrative Agent or any Lender may reasonably
request;


(g)      within 120 days after the end of each fiscal
year, a summary description of the insurance policies of the Company and its
Restricted Subsidiaries; and


(h)      promptly following any request thereof, all
information and/or documentation necessary to comply with the USA PATRIOT Act
or for Administrative Agent to confirm compliance with the USA PATRIOT Act.






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Documents required to be
delivered pursuant to Section 5.01  may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on
which the Company posts such documents, or provides a link thereto on the
Company’s website on the Internet at www.bench.com or (ii) on which such
documents are delivered to the Administrative Agent.  The Administrative Agent
shall post such documents on the Company’s behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided  that the Company shall deliver such
documents in a form acceptable to the Administrative Agent; provided  further,
that Company shall be obligated to pay for all start-up and on-going
maintenance costs associated with such Internet or intranet website.  Except
for such compliance certificates, the Administrative Agent shall have no
obligation to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Company with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.


Section 5.02      Notices of Material Events. 
The Company will furnish to the Administrative Agent, for distribution to each
Lender, prompt and, in any event, within five Business Days, written notice of
the following:


(a)      the occurrence of any Default;


(b)      the filing or commencement of any action, suit
or proceeding by or before any arbitrator or Governmental Authority against or
affecting the Company or any of its Restricted Subsidiaries or any Affiliate
thereof that, if adversely determined, could reasonably be expected to result
in a Material Adverse Effect or that in any manner questions the validity of the
Loan Documents;


(c)      the occurrence of any ERISA Event that, alone
or together with any other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Company and its Restricted Subsidiaries
in an aggregate amount exceeding $25,000,000 (inclusive of fees and penalties);


(d)      the occurrence of any event or any other
development by which the Company or any of its Restricted Subsidiaries (i)
fails to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental
Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice
of any claim with respect to any Environmental Liability or (iv) becomes aware
of any basis for any Environmental Liability and in each of the preceding
clauses, which individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect; and


(e)      any other development (including the
termination of any material contract) that results in, or could reasonably be
expected to result in, a Material Adverse Effect.


Each notice delivered under this Section shall be
accompanied by a statement of a Financial Officer or other executive officer of
the Company setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto.


Section 5.03      Information Regarding Collateral. 
The Company will furnish to the Administrative Agent prompt written notice of any
change (a) in any Loan Party’s corporate name or in the ownership of its
properties, (b) in any Loan Party’s identity or corporate structure, (d) in any
Loan Party’s jurisdiction of organization or (e) in any Loan Party’s Federal
Taxpayer Identification Number.  The Company agrees not to effect or permit any
change referred to in the preceding sentence unless all filings have been made
under the UCC or other applicable local or foreign law or otherwise that are
required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral.  The Company also agrees promptly to notify the
Administrative Agent if any material portion of the Collateral is damaged or destroyed.


Section 5.04      Existence; Conduct of Business. 
The Company will, and will cause each of its Restricted Subsidiaries to, do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence and the rights, licenses, permits, privileges,
franchises, and Intellectual Property material to the conduct of its business,
except where the failure to do so, individually or in the aggregate, could not
reasonably be 




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expected to result in a Material Adverse
Effect; provided  that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03. 


Section 5.05      Payment of Obligations.  The
Company will, and will cause each of its Restricted Subsidiaries to, pay its
Indebtedness and other obligations, including Tax liabilities, before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Company or such Restricted Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP, (c) such contest
effectively suspends collection of the contested obligation and enforcement of
any Lien securing such obligation and (d) the failure to make payment pending
such contest could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


Section 5.06      Maintenance of Properties. 
The Company (a) will, and will cause each of its Restricted Subsidiaries to
keep and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted and (b) with
respect to Intellectual Property which is material to the business of the
Company and its Restricted Subsidiaries, maintain, renew, prosecute, enforce
and defend such Intellectual Property, except, in the case of each of the
foregoing clauses (a) and (b) where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


Section 5.07      Insurance. 


(a)      The Company will, and will cause each of its
Restricted Subsidiaries to, (a) maintain, with financially sound insurance
companies, insurance (subject to customary deductibles and retentions) in such
amounts and against such risks as are customarily maintained by similarly
situated companies engaged in the same or similar businesses operating in the
same or similar locations, and (b) within thirty (30) days after the Effective
Date (or such later date as the Collateral Agent may agree in its reasonable
discretion) cause the Collateral Agent to be listed as loss payee on property
and casualty policies with respect to tangible personal property and assets
constituting Collateral located in the United States of America and as an
additional insured on all general liability policies.  


(b)      In connection with the covenants set forth in this Section
5.07, it is understood and agreed that: (i) the Administrative Agent, the Collateral
Agent, the Lenders, the Issuing Lenders and their respective agents or
employees shall not be liable for any loss or damage insured by the insurance
policies required to be maintained under this Section 5.07, it being
understood that (A) the Loan Parties shall look solely to their insurance
companies or any other parties other than the aforesaid parties for the
recovery of such loss or damage and (B) such insurance companies shall have no
rights of subrogation against the Administrative Agent, the Collateral Agent,
the Lenders, any Issuing Lender or their agents or employees.  If, however, the
insurance policies, as a matter of the internal policy of such insurer, do not
provide waiver of subrogation rights against such parties, as required above, then
the Company, on behalf of itself and behalf of each of its Restricted
Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and
further agrees to cause each of their Restricted Subsidiaries to waive, its
right of recovery, if any, against the Administrative Agent, the Collateral
Agent, the Lenders, any Issuing Lender and their agents and employees; and (ii)
the amount and type of insurance that the Company and its Restricted
Subsidiaries has in effect as of the Effective Date and the certificates
listing the Collateral Agent as loss payee or additional insured, as the case
may be, satisfy for all purposes the requirements of this Section 5.07. 


Section 5.08      Books and Records; Inspection and
Audit Rights.  The Company will, and will cause each of its Restricted
Subsidiaries to, keep proper books of record and account in which full, true
and correct entries are made of all material dealings and transactions in
relation to its business and activities.  The Company will, and will cause each
of its Restricted Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested, all at the Administrative Agent’s or such Lender’s
expense, except with respect to any inspection or examination and related
discussions during a Default or Event of Default, in which case, the provisions
of Section 9.03  shall apply.


Section 5.09      Compliance with Laws.  The
Company will, and will cause each of its Restricted Subsidiaries to, comply
with all Requirements of Laws (including Environmental Laws) and Orders
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected 




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to result in a Material Adverse Effect.  The Company will
maintain in effect and enforce policies and procedures designed to facilitate
compliance in all material respects by the Company, its Subsidiaries and their
respective directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions.


Section 5.10      Use of Proceeds and Letters of Credit. 
The proceeds of the Loans will be used only for working capital and other
general corporate purposes, including, without limitation, the SCS Acquisition,
Acquisitions, Investments and Restricted Payments.  No part of the proceeds of
any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations T, U and X.  The Borrower will not request any Borrowing or Letter
of Credit, and the Borrower shall not use, and shall procure that its
Subsidiaries and its or their respective directors, officers, employees and
agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or
authorization of the payment or giving of money, or anything else of value, to
any Person in violation of any Anti-Corruption Laws, (B) for the purpose
of funding, financing or facilitating any activities, business or transaction
of or with any Sanctioned Person, or in any Sanctioned Country, to the extent
such activities, businesses or transaction would be prohibited by Sanctions if
conducted by a corporation incorporated in the United States, or (C) in any
manner that would result in the violation of  any Sanctions applicable to
any party hereto.  


 


Section 5.11      Additional Subsidiaries.  If
any additional Material Subsidiary is formed or acquired after the Effective
Date, the Company will, no more than thirty days after such Material Subsidiary
is formed or acquired (or such later date as the Collateral Agent may agree in
its reasonable discretion), notify the Administrative Agent and the Lenders
thereof.


Section 5.12      Ownership of Subsidiaries. 


(a)      The Company
will, and will cause each of the Restricted Subsidiaries to, ensure that all
Equity Interests in Domestic Subsidiaries are owned directly or indirectly at
all times only by the Company or one or more other Domestic Subsidiaries.


(b)      The
Company will, and will cause each of the Restricted Subsidiaries to, ensure
that all Equity Interests in Material Subsidiaries are owned directly or
indirectly at all times only by the Company or one or more Guarantors.


Section 5.13      Further Assurances. 


(a)      The Company will cause any Person that becomes a Domestic Subsidiary after the
Effective Date (other than any Excluded Subsidiary) and any Person that ceases
to be an Excluded Subsidiary after the Effective Date (i) to execute and
deliver to the Administrative Agent, within thirty (30) days after the
Company’s delivery, pursuant to Section 5.01(a) or (b), as
applicable, of the financial statements for the fiscal period at the end of
which such Person first becomes a Domestic Subsidiary or ceases to be an
Excluded Subsidiary (or such later date as may be agreed to by the Collateral
Agent in its sole discretion), (A) a supplement to the Guarantee Agreement, in
the form prescribed therein, guaranteeing the obligations of the Borrowers
hereunder and (B) a supplement to the Security Agreement in the form prescribed
therein and cause the Collateral and Guarantee Requirement to be satisfied with
respect to such Subsidiary and with respect to any Equity Interest in or
Indebtedness of such Subsidiary owned by or on behalf of any Loan Party and
(ii) concurrently with the delivery of such supplement and Security Documents,
to deliver to the Administrative Agent (x) evidence of action of such Person’s
Board of Directors or other governing body authorizing the execution, delivery
and performance thereof and (y) a favorable written opinion of counsel for such
Person, in form and substance reasonably satisfactory to the Administrative
Agent and covering such matters relating to such Person and the Guarantee
Agreement and Security Documents as the Administrative Agent may reasonably
request.  The Company and its Restricted Subsidiaries will execute any
and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of
financing statements and other documents), that the Collateral Agent may
reasonably request (including, without limitation, those required by applicable
law), to create, perfect and maintain the Liens and security interests for the
benefit of the Secured Parties contemplated by the Loan Documents and to
satisfy the Collateral and Guarantee Requirement and to cause the Collateral
and Guarantee Requirement to be and remain satisfied, all at the expense of the
Loan Parties and provide to the Collateral Agent, from time to time upon 




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reasonable request, evidence reasonably satisfactory to
the Collateral Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.


(b)      If any asset (other than Real Property) is
acquired by the Company or any Guarantor after the Effective Date or owned by
an entity at the time it becomes a Guarantor (in each case other than (x)
assets constituting Collateral under a Security Document that automatically
become subject to the Lien of such Security Document upon acquisition thereof
and (y) assets constituting Excluded Property), such Loan Party will, (i)
notify the Collateral Agent of such acquisition or ownership and (ii) cause
such asset to be subjected to a Lien (subject to any Permitted Encumbrances and
Liens permitted pursuant to Section 6.02) securing the Secured
Obligations by such actions as shall be reasonably requested by the Collateral
Agent to satisfy the Collateral and Guarantee Requirement to be satisfied with
respect to such asset, including actions described in clause (a) of this Section 5.13,
all at the expense of the Loan Parties, subject to the penultimate paragraph of
this Section 5.13. 


ARTICLE VI



Negative Covenants


Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit have expired or terminated and
all LC Disbursements shall have been reimbursed (except to the extent Cash
Collateralized or backstopped, in each case, in a manner agreed to by the
Company and the applicable Issuing Lender or as to which other arrangements
satisfactory to the applicable Issuing Lender shall have been made), each
Borrower covenants and agrees with the Lenders that:


Section 6.01      Indebtedness.  The Company
will not, and will not permit any Restricted Subsidiary to, create, incur,
assume or permit to exist any Indebtedness, except:


(a)      the Obligations (including for the avoidance
of doubt any Incremental Commitments provided pursuant to Section 2.19
and any loans made thereunder and any Extended Term Loan, Extended Revolving
Credit Commitment or Extended Revolving Loan provided pursuant to Section
2.23); 


(b)      Subordinated Indebtedness and extensions,
renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an
earlier maturity date or decreased weighted average life thereof; 


(c)      Indebtedness existing on the Effective Date
and set forth in Schedule 6.01  and extensions, renewals and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof or shorten the maturity or the weighted average life
thereof;


(d)      Intercompany Indebtedness (to the extent
permitted by Section 6.04); 


(e)      Guarantees by the Company or any Restricted
Subsidiary of Indebtedness of the Company or any Restricted Subsidiary which
Indebtedness is permitted under this Section, provided, in no event
shall the Company or any Restricted Subsidiary guarantee the Indebtedness of
any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Loan
Party hereunder;


(f)      Indebtedness of the Company or any Restricted
Subsidiary incurred to finance the acquisition, construction or improvement of
any fixed or capital assets, including Capital Lease Obligations, and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof or
result in an earlier maturity date or decreased weighted average life thereof; provided 
that (i) such Indebtedness is incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (f)
shall not exceed $100,000,000 at any time outstanding;






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(g)      Indebtedness of any
Person that becomes a Domestic Subsidiary that is a Restricted Subsidiary after
the Effective Date; provided  that (i) such Indebtedness exists at the
time such Person becomes a Domestic Subsidiary and is not created in
contemplation of or in connection with such Person becoming a Domestic
Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by
this clause (g) shall not exceed twenty-five percent (25%) of Consolidated
EBITDA calculated on a Pro Forma Basis for the most recently ended Test Period
for which financial statements of the Company have been delivered (or were
required to be delivered) as required by this Agreement at the time such Person
becomes a Domestic Subsidiary;


(h)      any Refinancing Term Loans, Replacement
Revolving Credit Commitments, Replacement Revolving Facility, Refinancing Notes
and Incremental Equivalent Debt;


(i)      other unsecured Indebtedness so long as, after
giving effect thereto, the Company is in pro forma compliance with the
financial covenants in Section 6.16  and Section 6.17;  


(j)      other secured Indebtedness incurred by Foreign
Subsidiaries that are Restricted Subsidiaries for working capital purposes in
an aggregate principal amount not exceeding twenty-five percent (25%) of
Consolidated EBITDA for the most recently ended Test Period for which financial
statements of the Company have been delivered (or were required to be
delivered) as required by this Agreement at the time such Indebtedness is
incurred;


(k)      Indebtedness of the Company or any of its
Restricted Subsidiaries arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently drawn by the
Company or such Restricted Subsidiary in the ordinary course of business
against insufficient funds;


(l)      Indebtedness of the Company or any of its
Restricted Subsidiaries in the form of earn-outs, indemnification, incentive,
non-compete, consulting or other similar arrangements and other contingent
obligations in respect of Acquisitions or any other Investments permitted by Section
6.04 (both before and after any liability associated therewith becomes
fixed) and (ii) Indebtedness incurred by the Borrower or any of its
Restricted Subsidiaries arising from agreements providing for indemnification
related to sales of goods or adjustment of purchase price or similar
obligations in any case incurred in connection with the Disposition of any
business, assets or Subsidiary;


(m)      obligations in respect of performance, bid,
customs, government, appeal and surety bonds, performance and completion
guaranties and similar obligations provided by the Borrower or any of its
Restricted Subsidiaries, in each case in the ordinary course of business; and


(n)      Indebtedness owing to any insurance company in
connection with the financing of any insurance premiums permitted by such
insurance company in the ordinary course of business.


Section 6.02      Liens.  The Company will not,
and will not permit any Restricted Subsidiary to, create, incur, assume or
permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, except:


(a)      Liens created under the Loan Documents and
Liens securing Indebtedness permitted under Section 6.01(h); 


(b)      Permitted Encumbrances;


(c)      any Lien on any property or asset of the
Company or any Restricted Subsidiary existing on the Effective Date and set
forth in Schedule 6.02; provided  that (i) such Lien shall
not apply to any other property or asset of the Company or any Restricted
Subsidiary (other than improvements, accessions, proceeds, dividends or
distributions in respect thereof and assets fixed or appurtenant thereto) and
(ii) such Lien shall secure only those obligations which it secures on the
Effective Date;






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(d)      any Lien existing on
any property or asset prior to the acquisition thereof by the Company or any
Restricted Subsidiary or existing on any property or asset of any Person that
is merged or consolidated with or into the Company or any of its Restricted
Subsidiaries or becomes a Subsidiary after the Effective Date prior to the time
such Person is so merged or consolidated or becomes a
Subsidiary; provided  that (i) such Lien is not created in contemplation
of or in connection with such acquisition or such Person becoming a Subsidiary,
as the case may be, (ii) such Lien shall not apply to any other property or
assets of the Company or any Restricted Subsidiary (other than improvements,
accessions, proceeds, dividends or distributions in respect thereof and assets
fixed or appurtenant thereto) and (iii) such Lien shall secure only those
obligations which it secures on the date of such acquisition or the date such
Person becomes a Restricted Subsidiary, as the case may be;


(e)      Liens on fixed or capital assets acquired,
constructed or improved by the Company or any Restricted Subsidiary, including
Liens deemed to exist in respect of assets subject to Capital Lease
Obligations; provided  that (i) such security interests secure
Indebtedness permitted by clause (f) of Section 6.01, (ii)
such security interests and the Indebtedness secured thereby are incurred prior
to or within 90 days after such acquisition or the completion of such
construction or improvement, (iii) the Indebtedness secured thereby does not
exceed the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such security interests shall not apply to any other property
or assets of the Company or any Restricted Subsidiary (other than improvements,
accessions, proceeds, dividends or distributions in respect thereof and assets
fixed or appurtenant thereto);


(f)      Liens securing Intercompany Indebtedness
permitted under Section 6.01(d); 


(g)      Extensions, renewals or replacements of any
Lien referred to in clauses (c), (d) and (e) of this Section; provided 
that the principal amount of the Indebtedness or obligations secured thereby is
not increased and that any such extension, renewal or replacement is limited to
the assets originally encumbered thereby;


(h)      Liens on insurance policies and proceeds
thereof securing the financing of the premiums with respect thereto;


(i)      Liens securing Indebtedness permitted under Section 6.01(j);
 


(j)      Liens in favor of a seller solely on any cash
earnest money deposits made by the Borrower or any of its Restricted
Subsidiaries in connection with any letter of intent or purchase agreement with
respect to any Permitted Acquisition;


(k)      Liens that are contractual or common law
rights of set-off relating to (A) the establishment of depository
relations in the ordinary course of business with banks not given in connection
with the issuance of Indebtedness or (B) pooled deposit or sweep accounts
of the Borrower and any Restricted Subsidiary to permit satisfaction of overdraft
or similar obligations incurred in the ordinary course of business of the
Borrower and its Restricted Subsidiaries;


(l)      (i) Liens of a collection bank arising under
Section 4-208 or Section 4-210 of the UCC on items in the course of
collection and (ii) other Liens securing cash management obligations (that do
not constitute Indebtedness) in the ordinary course of business so long as the
value of the property subject to such Liens, and the obligations secured
thereby do not exceed $30,000,000 at any time;


(m)      Liens on the Collateral securing obligations
in respect of Refinancing Notes in respect thereof permitted to be incurred
under this Agreement; provided  that such Liens that are (i) pari
passu in priority with the Liens securing the Obligations shall be subject
to a Permitted First Lien Intercreditor Agreement entered into on or prior to
the date of such incurrence and (ii) junior in priority with the Liens
securing the Obligations shall be subject to a Permitted Junior Lien
Intercreditor Agreement entered into on or prior to the date of such incurrence;
and






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(n)      additional Liens
incurred by the Company and its Restricted Subsidiaries so long as the value of
the property subject to such Liens, and the Indebtedness and other obligations
secured thereby do not exceed $10,000,000 at any time.


Section 6.03      Fundamental Changes. 


(a)      The
Company will not, and will not permit any Restricted Subsidiary to, merge into
or consolidate with any other Person, or permit any other Person to merge into
or consolidate with it, or sell, transfer, lease or otherwise dispose of (in
one transaction or in a series of transactions) all or substantially all of its
assets, or all or substantially all of the Equity Interests of any of its
Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto, no Default shall have occurred and be continuing:


(i)      any Person may merge into the
Company in a transaction in which the Company is the surviving corporation;


(ii)      any
Person may merge with or into any Restricted Subsidiary in a transaction in
which the surviving entity is a Restricted Subsidiary; provided  that (A)
if any party to such merger is a Loan Party the
surviving Person must also be a Loan Party and must succeed to all the
obligations of such Loan Party under the Loan Documents or simultaneously with
such merger, the continuing or surviving Person shall become a Loan Party and (B)
if any party to such merger is a Restricted Subsidiary the surviving Person
shall also be a Restricted Subsidiary unless designated as an Unrestricted
Subsidiary pursuant to the definition of such term;


(iii)      any Restricted Subsidiary (other
than a Loan Party) 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


(iv)      sales permitted by Section 6.05; 


provided that any such merger involving a Person
that is not a Wholly Owned Subsidiary immediately prior to such merger shall
not be permitted unless also permitted by Section 6.04. 


(b)      The
Company will not, and will not permit any of its Restricted Subsidiaries to,
engage to any material extent in any business other than businesses of the type
conducted by the Company and its Subsidiaries on the Effective Date and
businesses reasonably related thereto.


Section 6.04      Investments, Loans, Advances, Guarantees
and Acquisitions.  The Company will not, and will not permit any of its
Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to
any merger with any Person that was not a Wholly Owned Subsidiary prior to such
merger) any Equity Interests in or evidences of Indebtedness or other
securities (including any option, warrant or other right to acquire any of the
foregoing) of, make or permit to exist any loans or advances to, Guarantee any
Indebtedness of, or make or permit to exist any investment or any other
interest in, any other Person (all of the foregoing being collectively called “Investments”),
or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person (other than inventory acquired in
the ordinary course of business) constituting a business unit or all or
substantially all of the property and assets or business of another Person,
except:


(a)      Permitted Investments by the Company and any
Restricted Subsidiary and Permitted Foreign Investments by any Foreign
Subsidiary that is a Restricted Subsidiary, to the extent such Permitted
Foreign Investments are either (i) generated by a Foreign Subsidiary organized
in the same jurisdiction of organization of the commercial bank with which such
Investment is maintained or (ii) consist of capital contributions made to such
Foreign Subsidiary for the purpose of operations in the ordinary course of
business;


(b)      Investments existing on the Effective Date and
set forth on Schedule 6.04; 






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(c)      Investments existing
on the Effective Date in Restricted Subsidiaries;


(d)      additional Investments in Persons that,
immediately prior to such investments, are Restricted Subsidiaries;


(e)      Investments by any Restricted Subsidiary that
is not a Loan Party in any other Restricted Subsidiary that is not a Loan
Party;


(f)      Investments consisting of all the issued and
outstanding capital stock, or all or substantially all the assets, of Persons
engaged in lines of business permitted under Section 6.03(b); provided 
that (i) no Default shall have occurred and be continuing at the time any such
Investment is made or would occur as a result thereof, and (ii) immediately
after giving effect to such Investment, the Total Leverage Ratio on a Pro Forma
Basis shall not exceed the then applicable Total Leverage Ratio pursuant to Section 6.16;
provided, further, that if the Total Leverage Ratio on a Pro
Forma Basis shall be greater than 0.5x less than the then applicable Total
Leverage Ratio pursuant to Section 6.16  immediately after giving
effect to such Investment, such Investment shall be paid for with cash
consideration only in an amount, when combined with the aggregate cash
consideration for all other Investments made at times when the Total Leverage
Ratio on a Pro Forma Basis is greater than 0.5x less than the then applicable
Total Leverage Ratio pursuant to Section 6.16  for the most recently
ended Test Period for which financial statements have been delivered pursuant
to Section 5.01(a) or (b) does not exceed $100,000,000 in the aggregate over
the term of this Agreement;


(g)      Guarantees constituting Indebtedness permitted
by Section 6.01; provided  that a Restricted Subsidiary shall
not Guarantee any Subordinated Indebtedness;


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


(i)      accounts receivable arising in the ordinary
course of business;


(j)      Investments held by any Restricted Subsidiary
at the time it becomes a Subsidiary in a transaction permitted by this Section
6.04; 


(k)      reasonable advances to officers and employees
of the Company and any Restricted Subsidiary for travel arising in the ordinary
course of business;


(l)      loans to officers and employees of the Company
or any Restricted Subsidiary, not to exceed $1,000,000 in the aggregate at any
one time outstanding;


(m)      promissory notes and other noncash
consideration received by the Company and its Restricted Subsidiaries in
connection with any asset sale permitted hereunder;


(n)      advances in the form of prepayments of
expenses, so long as such expenses were incurred in the ordinary course of business
and are paid in accordance with customary trade terms of the Company or any of
its Restricted Subsidiaries;


(o)      Guarantees by the Company of obligations of
Restricted Subsidiaries incurred in the ordinary course of business and not
constituting Indebtedness; 


(p)      the SCS Acquisition; and


(q)      other Investments made by the Company or any
Restricted Subsidiary at times when no Default or Event of Default shall have
occurred and be continuing or would occur as a result thereof and that, taken
together with all other investments made after the Effective Date under this
clause (q) would not 




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exceed the greater of (i)
$25,000,000 and (ii) twenty-five percent (25%) of Consolidated EBITDA for the
most recently ended Test Period for which financial statements of the Company
have been delivered (or were required to be delivered) as required by this
Agreement at the time such Investment is made.


For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.


Section 6.05      Asset Sales, etc.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
sell, transfer, lease or otherwise dispose of any asset, including any Equity
Interest (other than a Disqualified Equity Interest) of any Subsidiary, except:


(a)      (i) sales of inventory, used or surplus
equipment, Permitted Investments and Permitted Foreign Investments, (ii) leases
or sales of real property, (iii) leases or licenses of personal property, and
(iv) sale, transfer, abandonment or other disposition of intellectual property
no longer used or useful in the conduct of the business, in each case in the
ordinary course of business or as expressly permitted elsewhere in this
Agreement;


(b)      sales, transfers and dispositions to the
Company or a Restricted Subsidiary;


(c)      sales, transfers and dispositions to any
Unrestricted Subsidiary; provided  that such sales, transfers and
dispositions are in the ordinary course of business at prices and on terms and
conditions not less favorable to the Company or such Unrestricted Subsidiary
than could be obtained on an arm’s-length basis from unrelated third parties;
and


(d)      sales, transfers and other dispositions of
other assets (other than transfers of less than 100% of the Equity Interests in
any Subsidiary); provided  that (i) the aggregate proceeds from such
sales, transfers and other dispositions during any fiscal year shall not exceed
the greater of (A) 10% of Consolidated Net Tangible Assets as of the beginning
of such fiscal year and (B) 10% of Consolidated Net Income of the Company and
its Restricted Subsidiaries on a consolidated basis for such fiscal year and
(ii) not more than 25% of the aggregate proceeds from such sales, transfers and
other dispositions shall be received in noncash proceeds during any fiscal
year.


To the extent any Collateral is disposed
of as expressly permitted by this Section 6.05 to any Person that is not
a Loan Party, such Collateral shall be sold free and clear of the Liens created
by the Loan Documents, and the Administrative Agent or the Collateral Agent, as
applicable, shall be authorized to take any actions deemed appropriate in order
to effectuate the foregoing.


Section 6.06      Sale and Leaseback Transactions. 
The Company will not, and will not permit any of its Restricted Subsidiaries
to, enter into any arrangement, directly or indirectly, whereby it shall sell
or transfer any property, real or personal, used or useful in its business,
whether now owned or hereinafter acquired, and thereafter rent or lease such
property or other property that it intends to use for substantially the same
purpose or purposes as the property sold or transferred.


Section 6.07      [Reserved]. 


Section 6.08      Restricted Payments;
Certain Payments in Respect of Indebtedness. 


(a)      The
Company will not, and will not permit any Restricted Subsidiary to, declare or
make, or agree to make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that (i)
Restricted Subsidiaries may declare and pay dividends ratably with respect to
their Equity Interests, (ii) the declaration and payment of dividends to
holders of any class or series of Disqualified Stock of the Company or any
Subsidiary issued or incurred in compliance with Section 6.01 to the
extent such dividends are included as Cash Interest Expense in any calculation
of the Interest Coverage Ratio and (iii) if no Event of Default has
occurred and is continuing or would occur as a result thereof, the Company may
make any Restricted Payment if after giving 




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effect to
such Restricted Payment the Total Leverage Ratio on a Pro Forma Basis would not
be greater than 0.5x less than the then applicable Total Leverage Ratio
pursuant to Section 6.16. 


(b)      The
Company will not, and will not permit any Restricted Subsidiary to, make or
agree to make, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of or in respect of the
principal of or interest on any Subordinated Indebtedness, or any payment or
other distribution (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, defeasance, cancellation or termination of any Subordinated
Indebtedness, except (i) scheduled and other mandatory payments of interest and
principal in respect of Subordinated Indebtedness and (ii) if no Event of
Default has occurred and is continuing or would occur as a result thereof, the
Company or such Restricted Subsidiary may make any payment or other
distribution if after giving effect thereto the Total Leverage Ratio on a Pro
Forma Basis would not be greater than 0.5x less than the then applicable Total
Leverage Ratio pursuant to Section 6.16; provided  that no
payment shall be made in respect of Subordinated Indebtedness that is
prohibited by the subordination provisions applicable to such Subordinated Indebtedness.


Section 6.09      Transactions with Affiliates. 
The Company will not, and will not permit any of its Restricted Subsidiaries
to, sell, lease or otherwise transfer any property or assets to, or purchase,
lease or otherwise acquire any property or assets from, or otherwise engage in
any other transactions with, any of its Affiliates, except (a) in the ordinary
course of business at prices and on terms and conditions not less favorable to
the Company or such Subsidiary than could be obtained on an arm’s-length basis
from unrelated third parties, (b) transactions between or among the Company and
its Restricted Subsidiaries not involving any other Affiliate and (c) any
Restricted Payment permitted by Section 6.08  and any Investment
permitted by Section 6.04.  For the avoidance of doubt, this Section
6.09 shall not apply to employment, bonus, retention and severance
arrangements with, and payments of compensation or benefits to or for the
benefit of, current or former employees, consultants, officers or directors of
the Company and the Subsidiaries in the ordinary course of business.  For
purposes of this Section 6.09, (x) with respect to any transaction with
any Affiliate involving aggregate consideration in excess of $25,000,000, such
transaction shall be deemed to have satisfied the standard set forth in clause
(a) of this Section 6.09 if the Borrower delivers to the Administrative
Agent a “fairness” opinion from an accounting, appraisal or investment banking
firm, in any such case of nationally recognized standing that is in the good
faith determination of the Borrower qualified to render such letter and (y)
with respect to any other transaction with any Affiliate, such transaction
shall be deemed to have satisfied the standard set forth in clause (a) of this Section
6.09 if such transaction is approved by a majority of the Disinterested
Directors of the board of directors of the Borrower or such Subsidiary, as
applicable, in a resolution certifying that such transaction is on terms and
conditions not less favorable to the Company or such Subsidiary than could be
obtained on an arm’s-length basis from unrelated third parties.  “Disinterested
Director” shall mean, with respect to any Person and transaction, a member of
the board of directors of such Person who does not have any material direct or
indirect financial interest in or with respect to such transaction.


Section 6.10      Restrictive Agreements.  The
Company will not, and will not permit any Restricted Subsidiaries to, directly
or indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Company or any Restricted Subsidiary to create, incur or permit
to exist any Lien upon any of its property or assets, or (b) the ability of any
Restricted Subsidiary (i) to declare or make any Restricted Payment, (ii) to
make or repay loans or advances to the Company or any other Restricted
Subsidiary, (iii) to Guarantee Indebtedness of the Company or any other
Restricted Subsidiary, or (iv) sell, lease or transfer any of its property to
the Company or any other Restricted Subsidiary; provided  that (A) the
foregoing shall not apply to restrictions and conditions imposed by law,
Permitted Encumbrances, any Subordinated Indebtedness, the documents governing
any Indebtedness permitted to be incurred pursuant to Section 6.01(i) or
by this Agreement, (B) the foregoing shall not apply to restrictions and
conditions existing on the Effective Date identified on Schedule 6.10 
(but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (C)
the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of any assets pending such sale, provided 
such restrictions and conditions apply only to the assets or Restricted
Subsidiary that is to be sold and such sale is permitted hereunder, (D)
clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness, (E) clause (a) of the foregoing shall
not apply to customary provisions in leases and other contracts restricting the
assignment thereof, and (F) are binding on a 




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Restricted
Subsidiary at the time such Restricted Subsidiary first becomes a Restricted
Subsidiary, so long as such restrictions were not entered into solely in
contemplation of such Person becoming a Restricted Subsidiary.


Section 6.11      Change in Fiscal Year.  The
Company will not change the end of its fiscal year to a date other than
December 31.


Section 6.12      Constitutive Documents.  The Company
will not, and will not permit any Restricted Subsidiary to, amend its charter
or by-laws or other constitutive documents in any manner which could adversely
and materially affect the rights of the Lenders under this Agreement or their
ability to enforce the same, except as otherwise permitted pursuant to Sections
6.03 or 6.04. 


Section 6.13      Sales and Assignments of Income,
Revenues and Receivables.  The Company will not, and will not permit
any Restricted Subsidiary to, sell or assign, with or without recourse, for
discount or otherwise, any income or revenues, including notes and accounts
receivable.


Section 6.14      Amendment of Material Documents. 
The Company will not, and will not permit any Restricted Subsidiary to, amend,
modify or waive any document evidencing or governing Subordinated Indebtedness
in a manner that is materially adverse to the rights or interests of the
Lenders.


Section 6.15      Required Guarantors.  The
Company will not permit (a) the Consolidated EBITDA of Restricted Subsidiaries
that are Domestic Subsidiaries but not Guarantors to exceed 10% of Consolidated
EBITDA of the Company and the Subsidiaries on a consolidated basis or (b) the
combined assets of Restricted Subsidiaries that are Domestic Subsidiaries but
not Guarantors to exceed 10% of the assets of the Company and the Subsidiaries
taken as a whole. 


Section 6.16      Total Leverage Ratio. 
The Company will not permit the Total Leverage Ratio as of the end of any
Fiscal Quarter to exceed the ratio of 3.25 to 1.00 and beginning with the
fourth full Fiscal Quarter after the Effective Date, to exceed 3.00 to 1.00.


Section 6.17      Interest Coverage Ratio.  The
Company will not permit the Interest Coverage Ratio as of the end of any Fiscal
Quarter to be less than the ratio of 3.50 to 1.00.


ARTICLE VII



Events of Default and Remedies 


Section 7.01      Events of Default. 
If any of the following events (“Events of Default”) shall occur:


(a)      any Borrower or any Loan Party shall fail to
pay any principal of any Loan or any reimbursement obligation in respect of any
LC Disbursement when and as the same shall become due and payable, whether at
the due date thereof or at a date fixed for prepayment thereof or otherwise;


(b)      any Borrower or any Loan Party shall fail to
pay any interest on any Loan or any fee or any other amount (other than an
amount referred to in clause (a) of this Section 7.01) payable
under this Agreement or the other Loan Documents, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of five days;


(c)      any representation or warranty made or deemed
made by or on behalf of any Loan Party in or in connection with this Agreement
or any amendment or modification hereof or waiver hereunder, or in any report,
certificate, financial statement, Loan Document or other document furnished
pursuant to or in connection with this Agreement or any amendment or
modification hereof or waiver hereunder, shall prove to have been incorrect in
any material respect when made or deemed made;


(d)      any Loan Party shall fail to observe or
perform any covenant, condition or agreement contained in Section 5.02,
5.04  (with respect to the existence of any Borrower) or 5.10  or
in Article VI; 






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(e)      any Loan Party shall
fail to observe or perform any covenant, condition or agreement contained in
this Agreement (other than those specified in clause (a), (b) or (d) of
this Section 7.01) or in any other Loan Document, and such failure shall
continue unremedied for a period of 30 days after the earlier of (i) the
Company’s obtaining knowledge thereof or (ii) written notice thereof from the
Administrative Agent to the Company (which notice will be given at the request
of any Lender);


(f)      the Company or any Restricted Subsidiary shall
fail to make any payment (whether of principal or interest and regardless of
amount) in respect of any Material Indebtedness, when and as the same shall
become due and payable after giving effect to any applicable grace period;


(g)      any event or condition occurs that results in
any Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or
both) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due,
or to require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity; provided  that this clause (g)
shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such
Indebtedness;


(h)      an involuntary proceeding shall be commenced
or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of the Company or any Material
Subsidiary (or any group of Subsidiaries that, taken as a whole, would
constitute a Material Subsidiary) or its debts, or of a substantial part of its
assets, under any Debtor Relief Laws now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or any Material Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;


(i)      the Company or any Material Subsidiary (or any
group of Subsidiaries that, taken as a whole, would constitute a Material
Subsidiary) shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Debtor Relief
Laws, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h) of
this Section 7.01, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Company or any Material Subsidiary (or any group of Subsidiaries that,
taken as a whole, would constitute a Material Subsidiary) or for a substantial
part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing;


(j)      the Company or any Material Subsidiary (or any
group of Subsidiaries that, taken as a whole, would constitute a Material
Subsidiary) shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due;


(k)      one or more judgments for the payment of money
in an aggregate amount in excess of $25,000,000 (to the extent not covered by
insurance) shall be rendered against the Company, any Material Subsidiary (or
any group of Subsidiaries that, taken as a whole, would constitute a Material
Subsidiary) or any combination thereof and the same shall remain undischarged
for a period of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Company or any Material Subsidiary (or
any group of Subsidiaries that, taken as a whole, would constitute a Material
Subsidiary) to enforce any such judgment;


(l)      an ERISA Event shall have occurred that, in
the reasonable opinion of the Required Lenders, when taken together with all
other ERISA Events that have occurred, could reasonably be expected to result
in liability of the Company and its Subsidiaries in an aggregate amount
exceeding (i) $10,000,000 (inclusive of fees and penalties) in any year or (ii)
$25,000,000 (inclusive of fees and penalties) for all periods;






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(m)      any Loan Document or
any material provision thereof shall at any time cease to be in full force and
effect, or a proceeding shall be commenced by any Loan Party or any other
Person seeking to establish the invalidity or unenforceability thereof
(exclusive of questions of interpretation thereof), or any Loan Party shall
repudiate or deny that it has any liability or obligation for the payment of
principal or interest or other obligations purported to be created under any
Loan Document;


(n)      any Lien created by any of the Security
Documents shall at any time fail to constitute a valid and (to the extent
required by the Security Documents) perfected Lien on any material portion of
the Collateral purported to be subject thereto, securing the obligations purported
to be secured thereby, with the priority required by the Loan Documents, or any
Loan Party shall so assert in writing; or


(o)      a Change in Control shall occur;


then, and in every such event (other than an event with
respect to the Company or a Material Subsidiary (or any group of Subsidiaries
that, taken as a whole, would constitute a Material Subsidiary) described in
clause (h) or (i) of this Section 7.01), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Company, take any or
all of the following actions, at the same or different times:  (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately,
(ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrowers accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrowers;
and in case of any event with respect to the Company or a Material Subsidiary
(or any group of Subsidiaries that, taken as a whole, would constitute a
Material Subsidiary) described in clause (h) or (i) of this Section
7.01, the Commitments shall automatically terminate and the principal of
the Loans then outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrowers accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrowers, and (iii) exercise
any or all of the remedies available to it under the Security Documents, at law
or in equity.


Section 7.02      Cash Collateral.  Upon the
occurrence and during the continuance of any Event of Default, the Company
shall, if requested by the Administrative Agent or the Required Lenders, pay to
the Administrative Agent an amount in immediately available funds (which funds
shall be held as collateral pursuant to arrangements satisfactory to the
Administrative Agent) equal to the LC Exposure as of such date plus any accrued
and unpaid interest thereon under all Letters of Credit then outstanding at
such time; provided  that, upon the occurrence of any Event of Default
specified in Section 7.01(h)  or (i), the Company shall pay
such amount forthwith without any notice or demand or any other act by the
Administrative Agent or the Lenders.


ARTICLE VIII



The Agents


Section 8.01      Appointment. 


Each of the Lenders and the Issuing Lenders hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof,
together with such actions and powers as are reasonably incidental thereto.


In furtherance of the foregoing, each Lender on behalf of
itself and its Affiliates as potential counterparties to Secured Cash
Management Agreements or Secured Hedge Agreements and each Issuing Lender (in
such capacities and on behalf of itself and its Affiliates as potential
counterparties to Secured Cash Management Agreements, or Secured Hedge
Agreements) hereby appoints and authorizes the Collateral Agent to act as the
agent of such Lender for purposes of acquiring, holding and enforcing any and
all Liens on Collateral granted by any of the Loan Parties to secure any of the
Secured Obligations, together with such powers and discretion as are reasonably
incidental thereto.  In this connection, the Collateral Agent (and any sub
agents appointed by the 




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Collateral Agent pursuant
hereto for purposes of holding or enforcing any Lien on the Collateral (or any
portion thereof) granted under the Security Documents, or for exercising any
rights or remedies thereunder at the direction of the Collateral Agent) shall
be entitled to the benefits of this Article VIII  as though the
Collateral Agent (and any such sub-agents) were an “Agent” under the Loan
Documents, as if set forth in full herein with respect thereto.


The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Administrative
Agent, and such bank and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the Company or any Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent
hereunder.


Section 8.02      Exculpatory Provisions. 


The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein.  Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing as directed by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02), and
(c) except as expressly set forth herein, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Company or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity.  The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02)
or in the absence of its own gross negligence, bad faith or willful
misconduct.  The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until written notice thereof is given to the
Administrative Agent by the Company or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness
of this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV  or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.


Section 8.03      Reliance by Agents. 


The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may consult
with legal counsel (who may be counsel for the Company), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


Section 8.04      Delegation of Duties. 


The Administrative Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more
sub-agents appointed by the Administrative Agent.  The Administrative Agent and
any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties.  The exculpatory
provisions of Section 8.02 and indemnification provisions of Section 8.05 shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


Section 8.05      Indemnification. 






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In addition, each of the Lenders
and the Issuing Lenders hereby indemnifies the Administrative Agent (to the extent
not reimbursed by the Borrowers), ratably according to its respective pro rata
share of the total of the Commitments, or if no Commitments are outstanding,
the respective pro rata share of the total of the Commitments immediately prior
to the time Commitments ceased to be outstanding held by each of them, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any action taken or omitted by the Administrative Agent under this Agreement or
the other Loan Documents (including any action taken or omitted under Article II 
of this Agreement); provided  that such indemnity shall not be available
to the extent such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence, bad faith or willful misconduct of the
Administrative Agent.  Without limitation of the foregoing, each Lender and
Issuing Lender agrees to reimburse the Administrative Agent promptly upon
demand for its respective pro rata share of the total of the Commitments of any
out-of-pocket expenses (including reasonable counsel fees) incurred by the
Administrative Agent in connection with the preparation, execution,
administration or enforcement of, or legal advice in respect of rights or
responsibilities under, this Agreement or the other Loan Documents to the
extent that the Administrative Agent is not reimbursed for such expenses by the
Borrowers.  The provisions of this Article VIII shall survive the
termination of this Agreement and the payment of the Obligations.


Section 8.06      Withholding Tax. 


To the extent required by any applicable Requirements of
Law (including for this purpose, pursuant to any agreements entered into with a
Governmental Authority), the Administrative Agent may withhold from any payment
to any Lender an amount equivalent to any applicable withholding Tax. If the
Internal Revenue Service or any other authority of the United States or other
Governmental Authority asserts a claim that the Administrative Agent did not
properly withhold Tax from amounts paid to or for the account of any Lender for
any reason (including, without limitation, because the appropriate form was not
delivered or not properly executed, or because such Lender failed to notify the
Administrative Agent of a change in circumstance that rendered the exemption
from, or reduction of, withholding Tax ineffective), such Lender shall
indemnify and hold harmless the Administrative Agent (to the extent that the
Administrative Agent has not already been reimbursed by the Loan Parties and
without limiting the obligation of the Loan Parties to do so) for all amounts
paid, directly or indirectly, by the Administrative Agent as Tax or otherwise,
including any interest, additions to Tax or penalties thereto, together with
all expenses incurred, including legal expenses and any other out‐of‐pocket
expenses, whether or not such Tax was correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to any Lender by an Administrative Agent shall
be deemed presumptively correct absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at
any time owing to such Lender under this Agreement or any other Loan Document
against any amount due the Administrative Agent under this Section 8.06. The
agreements in this Section 8.06 shall survive the resignation and/or
replacement of the Administrative Agent, any assignment of rights by, or the
replacement of, a Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all other obligations.  Unless required by
applicable laws, at no time shall the Administrative Agent have any obligation
to file for or otherwise pursue on behalf of a Lender any refund of Taxes
withheld or deducted from funds paid for the account of such Lender.


Section 8.07      Successor Administrative Agent. 


Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this Section 8.07, the Administrative Agent
may resign at any time by notifying the Lenders, the Issuing Lenders and the
Company.  Upon any such resignation, the Required Lenders shall have the right,
with the consent of Company unless an Event of Default under clause (a), (b),
(h) or (i) of Section 7.01 of Article VII has occurred and is
continuing, to appoint a successor.  If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Lenders, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank.  Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring 




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Administrative
Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder.  The fees payable by the Company to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor. 
After the Administrative Agent’s resignation hereunder, the provisions of this
Article and Section 9.03  shall continue in effect for the benefit
of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any
of them while it was acting as Administrative Agent.


Section 8.08      Non-Reliance on Agents and Other
Lenders. 


Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or
thereunder.


Section 8.09      Security Documents and Collateral
Agent. 


Each Lender authorizes the Collateral Agent to enter into
the Security Documents and to take all action contemplated thereby.  Each
Lender agrees that no one (other than the Administrative Agent or the
Collateral Agent) shall have the right individually to seek to realize upon the
security granted by the Security Documents, it being understood and agreed that
such rights and remedies may be exercised solely by the Administrative Agent or
the Collateral Agent for the benefit of the Secured Parties upon the terms of
the Security Documents.  In the event that any collateral is hereafter pledged
by any Person as collateral security for the Secured Obligations, each of the
Administrative Agent and the Collateral Agent is hereby authorized, and hereby
granted a power of attorney, to execute and deliver on behalf of the Secured
Parties any Loan Documents necessary or appropriate to grant and perfect a Lien
on such collateral in favor of the Administrative Agent or the Collateral Agent
on behalf of the Secured Parties.


The Lenders and the other Secured Parties hereby
irrevocably authorize and instruct the Collateral Agent to, without any further
consent of any Lender or any other Secured Party, enter into (or acknowledge
and consent to) or amend, renew, extend, supplement, restate, replace, waive or
otherwise modify any Intercreditor Agreement and any other intercreditor or
subordination agreement (in form satisfactory to the Collateral Agent and
deemed appropriate by it) with the collateral agent or other representative of
holders of Indebtedness secured (and permitted to be secured) by a Lien on
assets constituting a portion of the Collateral.  The Lenders and the other
Secured Parties irrevocably agree that (x) the Collateral Agent may rely
exclusively on a certificate of a Financial Officer of the Company as to
whether any such other Liens are permitted hereunder and as to the respective
assets constituting Collateral that secure (and are permitted to secure) such
Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the
Collateral Agent shall be binding on the Secured Parties, and each Lender and
the other Secured Parties hereby agrees that it will take no actions contrary
to the provisions of, if entered into and if applicable, any Intercreditor Agreement.


Section 8.10      Rule of Construction. 


Any right, privilege, power or authorization granted to
the Administrative Agent under this Article VIII shall also inure to the
benefit of the Collateral Agent.


ARTICLE IX



Miscellaneous


Section 9.01      Notices.   


(a)      Except
in the case of notices and other communications expressly permitted to be given
by telephone or e-mail (and subject to paragraph (b) below), all notices
and other communications provided for herein shall be in 




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writing
and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows, provided,
that, subject to clause (b) below, the Company may deliver Borrowing Requests
and prepayment/repayment notices to the Administrative Agent by e-mail pursuant
to procedures agreed upon by the Company and the Administrative Agent (with
e-mails, on and after the Effective Date, to be sent to the Administrative
Agent care of jpm.agency.servicing.1@jpmorgan.com or such other designee as the
Administrative Agent may select from time to time (with notice thereof to the
Company)):


(i)      if to the
Company or any Borrowing Subsidiary, to it, or to it in care of the Company:


Benchmark Electronics, Inc.

3000 Technology Drive

Angleton, Texas 77515

Attention:  Donald F. Adam,

Chief Financial Officer

Telecopy No.:

Telephone No.


with a copy to:






Benchmark Electronics, Inc.

3000 Technology Drive

Angleton, Texas 77515

Attention:  Scott R. Peterson, VP & General Counsel

Telecopy No.: 

Telephone No.: 


(ii)      if to the
Administrative Agent, to


JPMorgan Chase Bank, N.A. 

10 South Dearborn, Floor L2

Chicago, Illinois 60603-2300

Attention:  Leonida Mischke

Telecopy No.:

Telephone No.:


if an Alternative Currency Borrowing, to the Administrative
Agent at:



JPMorgan Europe Limited

25 Bank Street, 6th Floor


London, United Kingdom, E14 5JP

Attention:  Loan & Agency Services

Email:

Telecopy No.:


with a copy to:



Cahill Gordon & Reindel llp

80 Pine Street

New York, New York 10005

Attention: Corey Wright

Telecopy No.:

Telephone No.:






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(iii)     
if to an Issuing Lender, to


JPMorgan Chase Bank, N.A. 

10 South Dearborn, Floor L2

Chicago, Illinois 60603-2300

Attention:  Leonida Mischke

Email:

Telecopy No.:

Telephone No.:


or if not JPMorgan Chase Bank, N.A., to such Issuing Lender
at its address (or telecopy number) set forth in its Issuing Lender Agreement;
and


(iv)      if to any other Lender, to it at
its address (or telecopy number) set forth in its Administrative Questionnaire.



In each case
with a copy (which shall not constitute notice) to 


JPMorgan Chase Bank, N.A.

Corporate Client Banking  

270 Park Avenue, 43rd Floor 

New York, New York 10017

Attention:  Justin Burton

Email:

Telecopy No.:


(b)      Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided  that the foregoing shall not apply to
notices pursuant to Article II  unless otherwise agreed by the
Administrative Agent and the applicable Lender.  The Administrative Agent or
the Company may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided  that approval of such procedures may be limited
to particular notices or communications.


(c)      Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All notices
and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of
receipt.


Section 9.02      Waivers; Amendments. 


(a)      No
failure or delay by the Administrative Agent, the Collateral Agent, any Issuing
Lender or any Lender in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The
rights and remedies of the Administrative Agent, the Collateral Agent, any
Issuing Lender and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any provision of any Loan Document or consent to
any departure by the Loan Parties therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section, and
then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given.  Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, the Collateral Agent, any Lender or any Issuing Lender may have had
notice or knowledge of such Default at the time.


(b)      Neither
this Agreement nor any other Loan Document nor any provision hereof or thereof
may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the 




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Company and
the Required Lenders or, in the case of any other Loan Documents, pursuant to
an agreement or agreements in writing entered into by the Administrative Agent
and/or the Collateral Agent and the Loan Party or Loan Parties that are parties
thereto, in each case with the consent of the Required Lenders; provided 
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon (other than the
application of any default rate of interest pursuant to Section 2.12(c)),
or reduce any fees payable hereunder, without the written consent of each
Lender affected thereby (it being acknowledged and agreed that amendments or
modifications of the Total Leverage Ratio test (and all related definitions)
are not addressed by this clause (ii)), (iii) postpone the scheduled date of
payment of the principal amount of any Loan or LC Disbursement, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender directly affected
thereby, (iv) change Section 2.17(b)  or (c)  in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender adversely affected thereby, (v) change any of
the provisions of this Section or the definition of “Required Lenders” or any
other provision of any Loan Document specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or thereunder
or make any determination or grant any consent hereunder or thereunder, without
the written consent of each Lender, (vi) release all or substantially all the
Guarantors from their Guarantees under the Guarantee Agreement except as
expressly provided in the Guarantee Agreement or Section 9.14, or
limit the liability of the Guarantors in respect of their Guarantee, without
the written consent of each Lender or (vii) release all or substantially all of
the Collateral without the written consent of each Lender, provided,
that nothing herein shall prohibit the Administrative Agent and/or Collateral
Agent from releasing any Collateral, or require the consent of the other
Lenders for such release, in respect of items sold to the extent such sale is
permitted or not prohibited hereunder; provided, further, that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent, the Collateral Agent or any Issuing Lender hereunder
without the prior written consent of the Administrative Agent, the Collateral
Agent or such Issuing Lender, as the case may be.  Notwithstanding the
foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by the Company, the Required Lenders and the
Administrative Agent (and, if their rights or obligations are affected thereby
the Issuing Lenders) if (i) by the terms of such agreement the Commitment of
each Lender not consenting to the amendment provided for therein shall
terminate upon the effectiveness of such amendment and (ii) at the time such
amendment becomes effective, each Lender not consenting thereto receives
payment in full of the principal of and interest accrued on each Loan made by
it and all other amounts owing to it or accrued for its account under this
Agreement.  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 Defaulting Lender may not
be increased or extended without the consent of such Defaulting Lender.


(c)      Without
the consent of any Lender or Issuing Lender, the Loan Parties and the
Administrative Agent and the Collateral Agent may (in their respective sole
discretion, or shall, to the extent required by any Loan Document) enter into
any amendment, modification, supplement or waiver of any Loan Document, or
enter into any new agreement or instrument, to effect the granting, perfection,
protection, expansion or enhancement of any security interest in any Collateral
or additional property to become Collateral for the benefit of the Secured
Parties, to include holders of Liens in the benefit of the Security Documents
and to give effect to any Intercreditor Agreement associated therewith, or as
required by local law to give effect to, or protect, any security interest for
the benefit of the Secured Parties in any property or so that the security
interests therein comply with applicable law or this Agreement or in each case
to otherwise enhance the rights or benefits of any Lender under any Loan
Document.


(d)      Notwithstanding
the foregoing, this Agreement may also be amended (or amended and restated)
with the written consent of the Required Lenders, the Administrative Agent and
the applicable Borrower (i) to permit additional extensions of credit to be
outstanding hereunder from time to time (in addition to any Incremental
Commitments, Extended Term Loans, Extended Revolving Loans, Refinancing Term
Loans and Replacement Revolving Facilities) and the accrued interest and fees
and other obligations in respect thereof to share ratably in the benefits of
this Agreement and the other Loan Documents with the Term Loans and the
Revolving Loans and the accrued interest and fees and other obligations in
respect thereof and (ii) to include appropriately the holders of such
extensions of credit in any determination of the requisite lenders required
hereunder, including Required Lenders and the Required Revolving Lenders, and
for purposes of the relevant provisions of Section 2.17  (it being understood
and agreed that any such amendment in connection with any increase pursuant to Section
2.19, maturity extension pursuant to Section 2.23 or refinancing or
replacement facility pursuant to Section 2.24 shall, in any such 




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case, require solely the consent of the parties
prescribed by such Sections and shall not require the consent of the Required
Lenders).


(e)      Notwithstanding
anything else to the contrary contained in this Section 9.02, (i)
if the Administrative Agent and the Company shall have jointly identified an
ambiguity, mistake, error, defect or inconsistency, in each case, in any
provision of the Loan Documents, then the Administrative Agent and the Company
shall be permitted to amend such provision and (ii) the Administrative Agent
and the Company shall be permitted to amend any provision of any Loan Document
to better implement the intentions of this Agreement, and in each case, such
amendments shall become effective without any further action or consent of any
other party to any Loan Document if the same is not objected to in writing by
the Required Lenders within five (5) Business Days following receipt of notice
thereof.  In addition, technical and conforming modifications to the Loan
Documents may be made with the consent of the Company and the Administrative
Agent (but without the consent of any Lender) to the extent necessary to
integrate any Other Term Loan Commitments, Other Revolving Credit Commitments,
Other Term Loans and Other Revolving Loans as may be necessary to establish
such Other Term Loan Commitments, Other Revolving Credit Commitments, Other
Term Loans or Other Revolving Loans as a separate Class or tranche from the
existing Term Facility Commitments, Revolving Credit Commitments, Term Loans or
Revolving Loans, as applicable, and, in the case of Extended Term Loans, to
reduce the amortization schedule of the related existing Class of Term Loans
proportionately.


(f)      Each of
the parties hereto hereby agrees that the Administrative Agent may take any and
all action as may be necessary to ensure that all Term Loans established pursuant
to Section 2.19  after the Effective Date that will be included in
an existing Class of Term Loans outstanding on such date (an “Applicable
Date”), when originally made, are included in each Borrowing of outstanding
Term Loans of such Class (the “Existing Class Loans”), on a pro rata
basis, and/or to ensure that, immediately after giving effect to such new Term
Loans (the “New Class Loans” and, together with the Existing Class
Loans, the “Class Loans”), each Lender holding Class Loans will be
deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date
(but without changing the amount of any such Lender’s Term Loans), and each
such Lender shall be deemed to have effectuated such assignments as shall be
required to ensure the foregoing.  The “Pro Rata Share” of any Lender on
the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class
Loans immediately prior to the Applicable Date plus the amount of New Class
Loans made by such Lender on the Applicable Date over (2) the aggregate
principal amount of all Class Loans on the Applicable Date. 


Section 9.03      Expenses; Indemnity; Damage
Waiver. 


(a)      The
Company shall pay (i) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the
reasonable and documented fees, charges and disbursements of one primary
counsel and, if necessary, one special and one local counsel in each relevant
jurisdiction for the Administrative Agent and such Affiliates, in connection with
the syndication of the credit facilities provided for herein, due diligence
undertaken by the Administrative Agent with respect to the financing
contemplated by this Agreement, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by any
Issuing Lender in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing
Lenders or, after the occurrence and during the continuance of any Event of
Default, any Lender, including the fees, charges and disbursements of any
counsel and consultant for the Administrative Agent, any Issuing Lender or any
Lender, in connection with the enforcement or protection of its rights in
connection with this Agreement, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit (but limited to one
counsel for the Administrative Agent, the Issuing Lenders and the Lenders taken
a whole and, if necessary, one local counsel in each relevant jurisdiction
(which may include a single special counsel acting in multiple jurisdictions)
and, in the case of an actual or perceived conflict of interest, where the
party affected by such conflict, informs the Company of such conflict and
thereafter retains its own counsel, of another firm of counsel for each such
affected person and, if necessary, one local counsel in each relevant
jurisdiction (which may include a single special counsel acting in multiple
jurisdictions).






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(b)      The Company shall indemnify the Administrative
Agent, the Collateral Agent, each Issuing Lender and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and
all losses (other than lost profits of such Indemnitees), claims, damages,
liabilities and related expenses incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of any claim, litigation,
investigation or proceeding (each, a “Proceeding”) relating to (i) the
execution or delivery of this Agreement, the Engagement Letter dated October
16, 2015, among the Company, the Administrative Agent, the Collateral Agent and
the Lead Arranger, or any agreement or instrument contemplated hereby, the
performance by the parties hereto of their respective obligations hereunder or
the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by an Issuing Lender to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto and whether or not caused by the ordinary, sole
or contributory negligence of any Indemnitee and to reimburse each such
Indemnitee within ten business days after presentation of a summary statement
for any reasonable and documented out-of-pocket legal or other expenses
incurred in connection with investigating or defending any of the foregoing
(but limited in the case of legal fees and expenses to a single New York
counsel and of one special and local counsel in each relevant jurisdiction, in
each case for all Indemnified Persons (provided that, in the event of an actual
or perceived conflict of interest, the Company will be required to pay for one
additional counsel for each similarly affected group of Indemnified Persons
taken as a whole and of one special and local counsel in each relevant
jurisdiction, for each similarly affected group of Indemnitees taken as a
whole); provided  that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses (A) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence,
bad faith or willful misconduct of such Indemnitee, (B) result from a claim
brought by the Company or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee’s funding obligations hereunder, if the Company
or such Loan Party has obtained a final and nonappealable judgment in its favor
on such claim as determined by a court of competent jurisdiction or (C)
disputes arising solely between Indemnitees and (1) not involving any action or
inaction by the Company or any Subsidiary or (2) not relating to any action of
such Indemnitee in its capacity as Administrative Agent, Collateral Agent or
Lead Arranger.  The Company shall not be liable for any settlement of any
Proceedings if such settlement was effected without its consent (which consent
shall not be unreasonably withheld or delayed), but if settled with the written
consent of the Company or if there is a final judgment for the plaintiff in any
such Proceedings, the Company agrees to indemnify and hold harmless each
Indemnitee from and against any and all losses, claims, damages, liabilities
and expenses by reason of such settlement or judgment in accordance with the
preceding paragraph. The Company shall not, without the prior written consent
of an Indemnitee (which consent shall not be unreasonably withheld or delayed),
effect any settlement of any pending or threatened Proceedings in respect of
which indemnity could have been sought hereunder by such Indemnitee unless (x)
such settlement includes an unconditional release of such Indemnitee in form
and substance reasonably satisfactory to such Indemnitee from all liability on
claims that are the subject matter of such Proceedings and (b) does not include
any statement as to or any admission of fault, culpability or a failure to act
by or on behalf of any Indemnitee or any injunctive relief or other
non-monetary remedy.  This Section 9.03(b)  shall not apply with
respect to Taxes other than Taxes that represent losses, claims or damages
arising from any non-Tax claim.


(c)      To the
extent that the Company fails to indefeasibly pay any amount required under
paragraph (a) or (b) of this Section to be paid by it to the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Related
Party of the foregoing, each Lender severally agrees to pay to the
Administrative Agent, the Collateral Agent, such Issuing Lender or such Related
Party, as the case may be, such Lender’s Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought based on each Lender’s Applicable Percentage of the Credit Exposure at
such time) of such unpaid amount (including any such unpaid amount in respect
of a claim asserted by such Lender); provided  that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against the Administrative Agent,
the Collateral Agent or any Issuing Lender in its capacity as such, or against
any Related 




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Party of any of the foregoing acting for
the Administrative Agent, the Collateral Agent or such Issuing Lender in
connection with such capacity.


(d)      To the
extent permitted by applicable Requirements of Law, each party to this
Agreement agrees not to assert, and each such party hereby waives, any claim
against any other party, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof; provided  that
nothing in this paragraph (d) shall relieve the Company of any obligation
it may have to indemnify an Indemnitee against special, indirect, consequential
or punitive damages asserted against such Indemnitee by a third party.  No
Indemnitee referred to in paragraph (b) above shall be liable for damages
arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby, except to the
extent any such damages are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence,
bad faith or willful misconduct of such Indemnitee.


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


(f)      Each
party’s obligations under this Section shall survive the termination of the
Loan Documents and payment of the obligations thereunder.


Section 9.04      Successors and Assigns. 


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


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


(A)      the Company, provided  that
the Company shall be deemed to have consented to an assignment unless it shall
have objected thereto by written notice to the Administrative Agent within five
Business Days after having received notice thereof; provided  further 
that no consent of the Company shall be required for an assignment to a Lender
or an Affiliate of a Lender or, if an Event of Default under clause (a),
(b), (h) or (i) of Section 7.01 of Article VII  has occurred
and is continuing, any other assignee;


(B)      the Administrative Agent; provided 
that no such consent shall be required for an assignment of any Commitment to
an assignee that is a Lender with a Commitment immediately prior to giving
effect to such assignment; and


(C)      the Issuing Lenders, provided 
that no consent therefrom shall be required for an assignment of all or any
portion of a Term Loan or Term Loan Commitment.






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(ii)       Assignments shall be subject to the following
additional conditions:


(A)      except in the case of an assignment
to a Lender or an Affiliate of a Lender or an assignment of the entire
remaining amount of the assigning Lender’s Commitment or Loans, the amount of
the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall be in an amount of
an integral multiple of $1,000,000 in the case of Term Loans and $5,000,000 in
the case of Revolving Loans unless each of the Company and the Administrative
Agent otherwise consent, provided  that no such consent of the Company
shall be required if an Event of Default under clause (a), (b), (h) or (i)
of Article VII  has occurred and is continuing;


(B)      each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement; provided  that this clause
shall not be construed to prohibit the assignment of a proportionate part of
all the assigning Lender’s rights and obligations in respect of one Class of
Commitments or Loans;


(C)      the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee of $3,500;


(D)      the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire;


(E)      no assignment shall be made to (1)
a natural Person, (2) the Company or any of the Company’s Affiliates or
Subsidiaries or (3) to any Defaulting Lender or any of its Subsidiaries, or any
Person who, upon becoming a Lender hereunder, would constitute any of the
foregoing Persons described in this clause (3); and


(F)      in the case of an assignment to a
CLO (as defined below), the assignment Lender shall retain the sole right to
approve any amendment, modification or waiver of any provisions of this
Agreement, provided  that the Assignment and Assumption between such
Lender and such CLO may provide that such Lender will not, without the consent
of such CLO, agree to any amendment, modification or waiver described in the
first proviso to Section 9.02(b)  that affects such CLO.


For the purposes of this Section 9.04(b),
the term “CLO” means any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course of its
business and that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender.


(iii)      Subject to acceptance
and recording thereof pursuant to paragraph (b)(iv) of this Section, from
and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of
a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Section 2.14, 2.15,
2.16  and 9.03).  Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this Section 9.04(b) 
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with
paragraph (c) of this Section.


(iv)      The Administrative
Agent, acting for this purpose as an agent of the Borrowers, shall maintain at
one of its offices a copy of each Assignment and Assumption delivered to it and
a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount (and related interest amounts) of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”).  The entries in the Register shall
be conclusive, and the Borrowers, the Administrative Agent, the Issuing Lenders
and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the 




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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 any Borrower, any Issuing Lender
and any Lender (with respect to such Lender’s interest only), at any reasonable
time and from time to time upon reasonable prior notice.


(v)      Upon its receipt of a
duly completed Assignment and Assumption executed by an assigning Lender and an
assignee, the assignee’s completed Administrative Questionnaire and any tax
certifications required to be delivered pursuant to Section 2.16(f) 
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any
written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register; provided 
that if either the assigning Lender or the assignee shall have failed to make
any payment required to be made by it pursuant to Section 2.05(d) 
or (e), 2.06(b), 2.17(d)  or 9.03(c), the
Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until
such payment shall have been made in full, together with all accrued interest
thereon.  No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.


(c)      Any
Lender may, without the consent of the Company, the Administrative Agent or an
Issuing Lender, sell participations to any Person (other than any Person
described in paragraph (b)(ii)(E) of this Section) (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided  that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Company, the Administrative Agent, the Issuing Lenders and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement.  Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided  that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section 9.02(b) 
that affects such Participant.  The Company agrees that each Participant shall
be entitled to the benefits of Section 2.14, 2.15  and 2.16 
(subject to the requirements and limitations therein, including the
requirements under Section 2.16(f)  (it being understood that the
documentation required under Section 2.16(f)  shall be delivered to
solely the participating Lender)) to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this
Section; provided  that such Participant (i) shall be subject to the
provisions of Section 2.18  as if it were an assignee under
paragraph (b) of this Section and (ii) shall not be entitled to receive
any greater payment under Section 2.14  or 2.16, with respect
to any participation, than its participating Lender would have been entitled to
receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the
applicable participation.  Each Lender that sells a participation agrees, at
the Company’s request and expense, to use reasonable efforts to cooperate with
the Company to effectuate the provisions of Section 2.18(b)  with
respect to any participant.  To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08  as though it
were a Lender; provided  that such Participant shall be subject to Section 2.17(c) 
as though it were a Lender.  Each Lender that sells a participation shall,
acting solely for this purpose as an agent of the Company, maintain a register
on which it enters the name and address of each Participant and the principal
amounts (and related interest amounts) of each Participant’s interest in the
Loans or other obligations under the Loan Documents (the “Participant
Register”);  provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in
any commitments, loans, letters of credit or its other obligations under any
Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other
obligation is in registered form under Section 5f.103-1(c) of the United
Stated Treasury Regulations.  The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. 
For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a
Participant Register.


(d)      Any
Lender may at any time pledge or assign a security interest in all or any portion
of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to
a Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a 




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security interest; provided 
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


Section 9.05      Survival.  All covenants,
agreements, representations and warranties made by the Loan Parties herein and
in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, any Issuing Lender or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid (other than with respect to any obligations under Secured Cash
Management Agreements and Secured Hedge Agreements) or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated.  The
provisions of Section 2.14, 2.15, 2.16  and 9.03 
and Article VIII  shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit
and the Commitments or the termination of this Agreement or any other Loan
Document or any provision hereof or thereof.


Section 9.06      Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement, the other Loan Documents and any separate
letter agreements with respect to fees payable to the Agents constitute the
entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. 
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy, emailed pdf or any other electronic means that reproduces an image of
the actual executed signature page shall be effective as delivery of a manually
executed counterpart of this Agreement.


Section 9.07      Severability.  Any provision
of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.


Section 9.08      Right of Setoff.  If an Event
of Default shall have occurred and be continuing, each Lender, each Issuing
Lender and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final and in whatever currency denominated) at any time held, and other
obligations at any time owing, by such Lender, such Issuing Lender or any such
Affiliate to or for the credit or the account of any Borrower against any and
all of the Obligations of any Borrower now or hereafter existing under this
Agreement or any other Loan Document to such Lender, such Issuing Lender or
their respective Affiliates, irrespective of whether or not such Lender, such
Issuing Lender or such Affiliate shall have made any demand under this
Agreement or any other Loan Document and although such obligations may be
unmatured; provided  that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid
over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.22  and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and
deemed held in trust for the benefit of the Administrative Agent, the Issuing
Lenders, and the Lenders, and (y) the Defaulting Lender shall provide promptly
to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff.  The rights of each Lender, each Issuing Lender and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, such Issuing Lender or
their respective Affiliates may have.  Each Lender and each Issuing 




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Lender agrees to notify the Company and the
Administrative Agent promptly after any such setoff and application; provided 
that the failure to give such notice shall not affect the validity of such
setoff and application.


Section 9.09      Governing Law; Consent to
Service of Process. 


(a)      This
Agreement, the other Loan Documents and any claims, controversy, dispute or
causes of actions arising therefrom (whether in contract or tort or otherwise)
shall be construed in accordance with and governed by the law of the State of
New York.


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


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


(d)      Each
party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01.  Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.


Section 9.10      WAIVER OF JURY TRIAL.  EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.


Section 9.11      Headings.  Article and
Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.


Section 9.12      Confidentiality.  Each of the
Agents, the Issuing Lenders and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors and third
party service providers (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this
Agreement or any other Loan Document 




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or the enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) to any direct or
indirect contractual counterparty (or its Related Parties) in Swap Agreements
or such contractual counterparty’s professional advisor, (g) with the consent
of the Company, or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to any Agent, any Issuing Lender or any Lender on a nonconfidential
basis from a source other than the Company.  For the purposes of this Section,
“Information” means all information received from the Company relating
to the Company or its business, other than any such information that is
available to any Agent, any Issuing Lender or any Lender on a nonconfidential
basis prior to disclosure by the Company and other than information pertaining
to this Agreement routinely provided by arrangers to data service providers,
including league table providers, that serve the lending industry; provided 
that, in the case of information received from the Company after the Effective
Date, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with
its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.


Section 9.13      Conversion of Currencies. 
 


(a)      If, for
the purpose of obtaining judgment in any court, it is necessary to convert a
sum owing hereunder in one currency into another currency, each party hereto
agrees, to the fullest extent that it may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures in the relevant jurisdiction the first currency could be purchased
with such other currency on the Business Day immediately preceding the day on
which final judgment is given.


(b)      The
obligations of the Borrower in respect of any sum due to any party hereto or
any holder of the obligations owing hereunder (the “Applicable Creditor”)
shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than the currency in which such sum is stated to be due hereunder (the “Agreement
Currency”), be discharged only to the extent that, on the Business Day
following receipt by the Applicable Creditor of any sum adjudged to be so due
in the Judgment Currency, the Applicable Creditor may in accordance with normal
banking procedures in the relevant jurisdiction purchase the Agreement Currency
with the Judgment Currency; if the amount of the Agreement Currency so
purchased is less than the sum originally due to the Applicable Creditor in the
Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Applicable Creditor against
such loss.  The obligations of the Borrower contained in this Section 9.13 
shall survive the termination of this Agreement and the payment of all other
amounts owing hereunder.


Section 9.14      Release of Liens and Guarantees. 
In the event that the Company or any Subsidiary sells, transfers or otherwise
disposes of all or any portion of any of the Equity Interests, assets or
property owned by the Company or such Subsidiary in a transaction not
prohibited by this Agreement, the Administrative Agent and the Collateral Agent
shall promptly (and the Lenders hereby authorize and instruct the
Administrative Agent and the Collateral Agent to) take such action and execute
any such documents as may be reasonably requested by the Company and at the
Company’s expense to release any Liens created by any Loan Document in respect
of such Equity Interests, assets or property, and, in the case of a disposition
of all or substantially all the Equity Interests or assets of any Subsidiary
that is a Loan Party, terminate such Subsidiary’s obligations under the
Guarantee Agreement and each other Loan Document.  In addition, the Administrative
Agent and the Collateral Agent agree to take such actions as are reasonably
requested by the Company and at the Company’s expense to terminate the Liens
and security interests created by the Loan Documents when all the Obligations
have been paid in full and all Letters of Credit and Commitments terminated.


Section 9.15      Platform; Borrower Materials. 
The Company hereby acknowledges that (a) the Administrative Agent and/or the
Lead Arranger will make available to the Lenders and the Issuing Lenders
materials and/or information provided by or on behalf of the Company hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials
on Intralinks or another similar electronic system (the “Platform”), and
(b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do
not wish to receive material non-public information with respect to the Company
and its Subsidiaries or any of their respective securities) (each, a “Public
Lender”). The Company hereby agrees that it will identify that portion of
the Borrower Materials that may 




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be distributed to the
Public Lenders and that (i) all such Borrower Materials shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof, (ii) by marking
Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the
Administrative Agent, the Lead Arranger, the Issuing Lenders and the Lenders to
treat such Borrower Materials as solely containing information that is either
(A) publicly available information or (B) not material (although it may be
sensitive and proprietary) with respect to the Company or the Subsidiaries or
any of their respective securities for purposes of United States Federal
securities laws (provided, however, that such Borrower Materials
shall be treated as set forth in Section 9.12, to the extent such
Borrower Materials constitute information subject to the terms thereof), (iii)
all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor;” and (iv) the
Administrative Agent and the Lead Arranger shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.”  THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.  THE ADMINISTRATIVE AGENT, ITS
RELATED PARTIES AND THE LEAD ARRANGER DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT, ANY OR ITS RELATED PARTIES OR THE
LEAD ARRANGER IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.


Section 9.16      USA PATRIOT Act; European
“Know Your Customer” Checks.   


(a)      Each
Lender that is subject to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “USA PATRIOT Act”) hereby notifies each Borrower that pursuant to
the requirements of the Act, it is required to obtain, verify and record
information that identifies the Loan Parties, which information includes the
name and address of such Loan Parties and other information that will allow such
Lender to identify such Loan Parties in accordance with the Act.


(b)      If (i)
the introduction of or any change in (or in the interpretation, administration
or application of) any law or regulation made after the Effective Date; (ii)
any change in the status of a Borrower after the date of this Agreement; or
(iii) a proposed assignment or transfer by a Lender of any of its rights and
obligations under this Agreement to a party that is not a Lender prior to such
assignment or transfer, obliges the Administrative Agent or any Lender (or, in
the case of this clause (iii), any prospective new Lender) to comply with
“know your customer” or similar identification procedures in circumstances
where the necessary information is not already available to it, each Borrower
shall promptly upon the request of the Administrative Agent or any Lender
supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Administrative Agent (for itself or on behalf of
any Lender) or any Lender (for itself or, in the case of the event described in
this clause  (iii), on behalf of any prospective new Lender) in order for
the Administrative Agent, such Lender or, in the case of the event described in
this clause (iii), any prospective new Lender to carry out and be
satisfied it has complied with all necessary “know your customer” or other
similar checks under all applicable laws and regulations pursuant to the
transactions contemplated in this Agreement and the other Loan Documents.  Each
Lender shall promptly upon the request of the Administrative Agent supply, or
procure the supply of, such documentation and other evidence as is reasonably
requested by the Administrative Agent (for itself) in order for the
Administrative Agent to carry out and be satisfied it has complied with all
necessary “know your customer” or other similar checks under all applicable
laws and regulations pursuant to the transactions contemplated in this
Agreement and the other Loan Documents.  The Company shall, by not less than
five (5) Business Days’ prior written notice to the Administrative Agent,
notify the Administrative Agent (which shall promptly notify the Lenders) of
its intention to request that one of its Subsidiaries becomes an additional
Borrower.  Following the giving of any notice, if the accession of such
additional Borrower obliges the Administrative Agent or any Lender to comply
with “know your customer” or similar identification procedures in circumstances
where the necessary information is not already available to it, the Company
shall promptly upon the request of the Administrative Agent or any Lender
supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Administrative Agent (for itself or on behalf of
any Lender) or any Lender (for itself or on behalf of any prospective new
Lender) in order for the Administrative Agent or such Lender or any prospective
new Lender to carry out and be satisfied it has complied 




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with
all necessary “know your customer” or other similar checks under all applicable
laws and regulations pursuant to the accession of such Subsidiary to this
Agreement as an additional Borrower.


Section 9.17      Joint and Several Liability. 
The Obligations of the Company and each of its Domestic Subsidiaries that are
Borrowing Subsidiaries hereunder and under the Loan Documents are joint and
several and the obligations of the Domestic Subsidiaries that are Guarantors
under the Loan Documents are joint and several













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


 


	
   

  	
  BENCHMARK ELECTRONICS, INC.

  





 


	 	
  By:

  	
  /s/ Scott R. Peterson

  





 


	
   

  	
   

  	
  Name:  Scott R. Peterson

  
	
   

  	
   

  	
  Title:    Vice President

  








 






[Signature Page to Credit
Agreement] 












 








	
   

  	
  JPMORGAN CHASE BANK, N.A., individually, as a

  
	
   

  	
  Lender, and as Administrative Agent, an Issuing Lender and

  
	
   

  	
  Collateral Agent

  
	
   

  	
   

  





 


	 	
  By:

  	
  /s/ Daglas Panchal

  





 


	
   

  	
   

  	
  Name: Daglas Panchal

  
	
   

  	
   

  	
  Title:    Vice President

  








 






[Signature Page to Credit
Agreement] 












 





 


	
   

  	
  Bank of America, N.A., as a Lender

  





 


	 	
  By:

  	
  /s/ Juan Trejo

  





 


	
   

  	
   

  	
  Name: Juan Trejo

  
	
   

  	
   

  	
  Title:    Vice President

  








 






[Signature Page to Credit
Agreement] 












 





 


	
   

  	
  Branch Banking & Trust, as a Lender

  





 


	 	
  By:

  	
  /s/ Matt McCain

  





 


	
   

  	
   

  	
  Name: Matt McCain

  
	
   

  	
   

  	
  Title:    Senior Vice President

  








 






[Signature Page to Credit
Agreement] 












 





 


	
   

  	
  Amegy Bank National Association, as a Lender

  





 


	 	
  By:

  	
  /s/ Megan Dilger

  





 


	
   

  	
   

  	
  Name: Megan Dilger

  
	
   

  	
   

  	
  Title:    Assistant Vice President

  








 






[Signature Page to Credit
Agreement] 












 





 


	
   

  	
  COMPASS BANK, as a Lender

  





 


	 	
  By:

  	
  /s/ Tony Keranov

  





 


	
   

  	
   

  	
  Name: Tony Keranov

  
	
   

  	
   

  	
  Title:    Vice President

  








 






[Signature Page to Credit
Agreement] 












 





 


	
   

  	
  Wells Fargo Bank, N.A., as a Lender

  





 


	 	
  By:

  	
  /s/ Warren R. Ross

  





 


	
   

  	
   

  	
  Name: Warren R. Ross

  
	
   

  	
   

  	
  Title:    Senior Vice President

  








 






[Signature Page to Credit
Agreement] 












 





 


	
   

  	
  ING Bank N.V., Dublin Branch, as a Lender

  





 


	 	
  By:

  	
  /s/ Padraig Matthews

  





 


	
   

  	
   

  	
  Name: Padraig Matthews

  
	
   

  	
   

  	
  Title:    Vice President

  





 


 


 


	 	
  By:

  	
  /s/ Sean Hassett

  





 


	
   

  	
   

  	
  Name: Sean Hassett

  
	
   

  	
   

  	
  Title:    Director

  








 






[Signature Page to Credit
Agreement] 












 





 


	
   

  	
  HSBC Bank USA, N.A., as a Lender

  





 


	 	
  By:

  	
  /s/ Michael Bustios

  





 


	
   

  	
   

  	
  Name: Michael Bustios

  
	
   

  	
   

  	
  Title:    Vice President, 20556

  








 






[Signature Page to Credit
Agreement] 












 





	
   

  	
  BOKF,NA dba Bank of Texas, as a Lender

  





 


	 	
  By:

  	
  /s/ Robbie Shackouls

  





 


	
   

  	
   

  	
  Name: Robbie Shackouls

  
	
   

  	
   

  	
  Title:    Vice President

  





 








[Signature Page to Credit
Agreement]