**1.****Definitions****.**Capitalized terms used herein and not otherwise defined herein shall havethe meanings ascribed to them in the Financing Agreement, as amended hereby.**2.****Amendments To Financing Agreement****.**     (a) Section 1.01 of the Financing Agreement is hereby amended by adding the followingdefinitions in proper alphabetical order, or by amending and restating the following definitions,as the case may be:          “Commitments” means, with respect to each Lender, such Lender’s Revolving CreditCommitment, Term Loan A Commitment, US Term Loan B Commitment, UK Term Loan B Commitment, Term LoanC Commitment, and Term Loan D Commitment.          “Designated Transaction” has the meaning specified therefor in the Fourth Amendment.          “First Test Period” means the period ended on December 31, 2008.          “Fourth Amendment” means that certain Amendment No. 4 to Financing Agreement, Waiverand Consent dated as of November 5, 2008, by and among the Agents, the Lenders and the LoanParties.          “Fourth Amendment Effective Date” means the date when all of the conditions precedentset forth in Section 10 of the Fourth Amendment have been satisfied.          “Fourth Test Period” means the period ended on September 30, 2009.          “Obligations” means all present and future indebtedness, obligations, and liabilitiesof each Loan Party to the Agents and the Lenders, or any of them, under the Loan Documents, whetheror not the right of payment in respect of such claim is reduced to judgment, liquidated,unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured,unsecured, and whether or not such claim is discharged, stayed or otherwise affected by anyproceeding referred to in Section 9.01. Without limiting the generality of the foregoing, theObligations include (a) the UK Obligations, (b) the US Obligations, (c) the obligation(irrespective of whether a claim therefor is allowed in any Insolvency Proceeding) to payprincipal, interest (including the Term Loan B PIK Amount, the Term Loan C PIK Amount and the TermLoan D PIK Amount), charges, expenses, fees, attorneys fees and disbursements, indemnities andother amounts payable by such Person under the Loan Documents, and (d) the obligation of suchPerson to reimburse any amount in respect of any of the foregoing that any Agent or any Lender (inits sole discretion) may elect to pay or advance on behalf of such Person.          “Pro Rata Share” means:          (a) with respect to a Lender’s obligation to make Revolving Loans and right to receivepayments of interest, fees, and principal with respect thereto, the percentage obtained by dividing(i) such Lender’s Revolving Credit Commitment, by (ii) the Total Revolving Credit Commitment,provided, that, if the Total Revolving Credit Commitment has been reduced to
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zero, the numerator shall be the unpaid principal amount of such Lender’s Revolving Loans(including Collateral Agent Advances) and the denominator shall be the unpaid principal amount ofall Revolving Loans (including Collateral Agent Advances),          (b) with respect to a Lender’s obligation to make Term Loan A and right to receive payments ofinterest, fees, and principal with respect thereto, the percentage obtained by dividing (i) suchLender’s Term Loan A Commitment, by (ii) the Total Term Loan A Commitment, provided that if theTotal Term Loan A Commitment has been reduced to zero, the numerator shall be the unpaid principalamount of such Lender’s portion of Term Loan A and the denominator shall be the unpaid principalamount of Term Loan A,          (c) with respect to a Lender’s obligation to make US Term Loan B and right to receive paymentsof interest (including the US Term Loan B PIK Amount), fees, and principal with respect thereto,the percentage obtained by dividing (i) such Lender’s US Term Loan B Commitment, by (ii) the TotalUS Term Loan B Commitment, provided that if the Total US Term Loan B Commitment has beenreduced to zero, the numerator shall be the unpaid principal amount of such Lender’s portion of USTerm Loan B (excluding the US Term Loan B PIK Amount) and the denominator shall be the unpaidprincipal amount of US Term Loan B (excluding the US Term Loan B PIK Amount),          (d) with respect to a Lender’s obligation to make UK Term Loan B and right to receive paymentsof interest (including the UK Term Loan B PIK Amount), fees, and principal with respect thereto,the percentage obtained by dividing (i) such Lender’s UK Term Loan B Commitment, by (ii) the TotalUK Term Loan B Commitment, provided that if the Total UK Term Loan B Commitment has beenreduced to zero, the numerator shall be the unpaid principal amount of such Lender’s portion of UKTerm Loan B (excluding the UK Term Loan B PIK Amount) and the denominator shall be the unpaidprincipal amount of UK Term Loan B (excluding the UK Term Loan B PIK Amount),          (e) with respect to a Lender’s obligation to make Term Loan C and right to receive payments ofinterest (including the Term Loan C PIK Amount), fees, and principal with respect thereto, thepercentage obtained by dividing (A) such Lender’s Term Loan C Commitment, by (B) the Total TermLoan C Commitment, provided that if the Total Term Loan C Commitment has been reduced to zero, thenumerator shall be the unpaid principal amount of such Lender’s portion of the Term Loan C(excluding the Term Loan C PIK Amount) and the denominator shall be the unpaid principal amount ofthe Term Loan C (excluding the Term Loan C PIK Amount),          (f) with respect to a Lender’s obligation to make Term Loan D and right to receive payments ofinterest (including the Term Loan D PIK Amount), fees, and principal with respect thereto, thepercentage obtained by dividing (A) such Lender’s Term Loan D Commitment, by (B) the Total TermLoan D Commitment, provided that if the Total Term Loan D Commitment has been reduced to zero, thenumerator shall be the unpaid principal amount of such Lender’s portion of the Term Loan D(excluding the Term Loan D PIK Amount) and the denominator shall be the unpaid principal amount ofthe Term Loan D (excluding the Term Loan D PIK Amount),
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          (g) with respect to all other matters (including the indemnification obligations arising underSection 10.05) regarding a Lender prior to the payment in full of the Obligations (other than theTerm Loan D Obligations) and the termination of all Commitments, the percentage obtained bydividing (i) the sum of such Lender’s Revolving Credit Commitment and the unpaid principal amountof such Lender’s portion of the Term Loans (excluding the Term Loan C PIK Amount, the Term Loan BPIK Amount, and the Term Loan D), by (ii) the sum of the Total Revolving Credit Commitment and theunpaid principal amount of the Term Loans (excluding the Term Loan C PIK Amount, the Term Loan BPIK Amount, and the Term Loan D), provided, that, if such Lender’s Revolving Credit Commitmentshall have been reduced to zero, such Lender’s Revolving Credit Commitment shall be deemed to bethe unpaid principal amount of such Lender’s Revolving Loans (including Collateral Agent Advances)and if the Total Revolving Credit Commitment shall have been reduced to zero, the Total RevolvingCredit Commitment shall be deemed to be the unpaid principal amount of all Revolving Loans(including Collateral Agent Advances), and          (h) with respect to all other matters (including the indemnification obligations arising underSection 10.05) regarding a Lender after the payment in full of the Obligations (other than the TermLoan D Obligations) and the termination of all Commitments, the percentage obtained by dividing (i)the sum of such Lender’s Term Loans (excluding the Term Loan D PIK Amount), by (ii) the unpaidprincipal amount of the Term Loans (excluding the Term Loan D PIK Amount).          “Required Lenders” means (i) prior to the payment in full of the Obligations (otherthan the Term Loan D Obligations) and the termination of all Commitments, Lenders whose Pro RataShares (calculated under clause (g) of the definition thereof) aggregate more than 50% and (ii)after the payment in full of the Obligations (other than the Term Loan D Obligations) and thetermination of all Commitments, Lenders whose Pro Rata Shares (calculated under clause (h) of thedefinition thereof) aggregate more than 50%.          “Restructuring Initiative Expenses” means the aggregate amount of fees, costs andexpenses (including any legal, consulting or advisors’ fees) of the types described in ScheduleR-1 hereto.          “Revolver and US Term Loan Lenders” means, collectively, the Revolving Loan Lenders,the Term Loan A Lenders, the US Term Loan B Lenders, the Term Loan C Lenders and the Term Loan DLenders.          “Second Test Period” means the period ended on March 31, 2009.          “St. Louis (Ferguson) Disposition Charges” means the aggregate amount of charges,losses and impairments related to (x) the closing of the St. Louis (Ferguson) distribution centerlocated at 1400 Ferguson Avenue, St. Louis, Missouri 63133 and (y) the Designated Transaction.          “Term Loan Commitments” means, collectively, the Term Loan A Commitment, the US TermLoan B Commitment, the UK Term Loan B Commitment, the Term Loan C Commitment, and the Term Loan DCommitment.
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          “Term Loan Lenders” means, collectively, the Term Loan A Lenders, the US Term Loan BLenders, the UK Term Loan B Lenders, the Term Loan C Lenders and the Term Loan D Lenders.          “Term Loans” means, collectively, Term Loan A, US Term Loan B, UK Term Loan B, TermLoan C, and Term Loan D.          “Term Loan Obligations” means, collectively, the Term Loan A Obligations, the US TermLoan B Obligations, the UK Term Loan B Obligations, the Term Loan C Obligations, and the Term LoanD Obligations.          “Term Loan B PIK Amount” means, collectively, the US Term Loan B PIK Amount and the UKTerm Loan B PIK Amount.          “Term Loan C PIK Amount” means as of any date of determination the amount of allinterest accrued with respect to the Term Loan C that has been paid-in-kind by being added to thebalance thereof in accordance with Section 2.04(b)(vi).          “Term Loan D” means, collectively, the loans made by the Term Loan D Lenders to USBorrower on the Fourth Amendment Effective Date pursuant to Section 2.01(a)(vi).          “Term Loan D Commitment” means, with respect to each Term Loan D Lender, thecommitment of such Term Loan D Lender to make its portion of the Term Loan D to US Borrower in theamount set forth in Schedule D-1 to the Fourth Amendment, as the same may be terminated orreduced from time to time in accordance with the terms of this Agreement.          “Term Loan D Lender” means a Lender with a Term Loan D Commitment or a Term Loan D.          “Term Loan D Obligations” means any Obligations with respect to the Term Loan D(including the principal thereof, the interest thereon (including the Term Loan D PIK Amount), andthe fees and expenses specifically related thereto).          “Term Loan D PIK Amount” means as of any date of determination the amount of allinterest accrued with respect to the Term Loan D that has been paid-in-kind by being added to thebalance thereof in accordance with Section 2.04(b)(vii).          “Third Test Period” means the period ended on June 30, 2009.          “Total Commitment” means the sum of the Total Revolving Credit Commitment, the TotalTerm Loan A Commitment, the Total US Term Loan B Commitment, the Total UK Term Loan B Commitment,the Total Term Loan C Commitment, and the Total Term Loan D Commitment.          “Total Term Loan D Commitment” means the sum of the amounts of the Lenders’ Term LoanD Commitments, which amount is $5,000,000 as of the Fourth Amendment Effective Date.
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          “TTM EBITDA” means, as of any date of determination and with respect to a Person, theConsolidated EBITDA of such Person and its Subsidiaries for the period of 12 consecutive monthsmost recently ended; provided, however, that (a) in the case of the First TestPeriod, TTM EBITDA shall be calculated as (i) the Consolidated EBITDA of such Person and itsSubsidiaries for the period from and after October 1, 2008 up to and including the last day of theFirst Test Period, times (ii) 4.00, (b) in the case of the Second Test Period, TTM EBITDA shall becalculated as (i) the Consolidated EBITDA of such Person and its Subsidiaries for the period fromand after October 1, 2008 up to and including the last day of the Second Test Period, times (ii)2.00, (c) in the case of the Third Test Period, TTM EBITDA shall be calculated as (i) theConsolidated EBITDA of such Person and its Subsidiaries for the period from and after October 1,2008 up to and including the last day of the Third Test Period, times (ii) 1.33, and (d) in thecase of the Fourth Test Period, TTM EBITDA shall be calculated as (i) the Consolidated EBITDA ofsuch Person and its Subsidiaries for the period from and after October 1, 2008 up to and includingthe last day of the Fourth Test Period, times (ii) 1.00.          “TTM Fixed Charges” means, as of any date of determination and with respect to aPerson for the 12 consecutive months most recently ended, the sum of (A) all principal ofIndebtedness of such Person and its Subsidiaries scheduled to be paid during such period (excludingthe amount of any prepayments of such Indebtedness that were made in prior periods), plus(B) Consolidated Net Interest Expense of such Person and its Subsidiaries for such period,plus (C) cash dividends or distributions paid by such Person and its Subsidiaries (otherthan, in the case of the Parent, dividends or distributions paid to the Parent or its wholly-ownedSubsidiaries) for such period; provided, however, that (a) in the case of the FirstTest Period, TTM Fixed Charges shall be calculated as (i) the sum of (A) all principal ofIndebtedness of such Person and its Subsidiaries scheduled to be paid for the period from and afterOctober 1, 2008 up to and including the last day of the First Test Period (excluding the amount ofany prepayments of such Indebtedness that were made in prior periods), plus (B)Consolidated Net Interest Expense of such Person and its Subsidiaries for the period from and afterOctober 1, 2008 up to and including the last day of the First Test Period, plus (C) cashdividends or distributions paid by such Person and its Subsidiaries (other than, in the case of theParent, dividends or distributions paid to the Parent or its wholly-owned Subsidiaries) for theperiod from and after October 1, 2008 up to and including the last day of the First Test Period,times (ii) 4.00, (b) in the case of the Second Test Period, TTM Fixed Charges shall be calculatedas (i) the sum of (A) all principal of Indebtedness of such Person and its Subsidiaries scheduledto be paid for the period from and after October 1, 2008 up to and including the last day of theSecond Test Period (excluding the amount of any prepayments of such Indebtedness that were made inprior periods), plus (B) Consolidated Net Interest Expense of such Person and itsSubsidiaries for the period from and after October 1, 2008 up to and including the last day of theSecond Test Period, plus (C) cash dividends or distributions paid by such Person and itsSubsidiaries (other than, in the case of the Parent, dividends or distributions paid to the Parentor its wholly-owned Subsidiaries) for the period from and after October 1, 2008 up to and includingthe last day of the Second Test Period, times (ii) 2.00, (c) in the case of the Third Test Period,TTM Fixed Charges shall be calculated as (i) the sum of (A) all principal of Indebtedness of suchPerson and its Subsidiaries scheduled to be paid for the period from and after October 1, 2008 upto and including the last day of the Third Test Period (excluding the amount of any prepayments ofsuch Indebtedness that were made in prior periods), plus (B) Consolidated Net InterestExpense of such Person and its Subsidiaries for the period from and after October 1, 2008 up to and
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including the last day of the Third Test Period, plus (C) cash dividends ordistributions paid by such Person and its Subsidiaries (other than, in the case of the Parent,dividends or distributions paid to the Parent or its wholly-owned Subsidiaries) for the period fromand after October 1, 2008 up to and including the last day of the Third Test Period, times (ii)1.33, and (d) in the case of the Fourth Test Period, TTM Fixed Charges shall be calculated as (i)the sum of (A) all principal of Indebtedness of such Person and its Subsidiaries scheduled to bepaid for the period from and after October 1, 2008 up to and including the last day of the FourthTest Period (excluding the amount of any prepayments of such Indebtedness that were made in priorperiods), plus (B) Consolidated Net Interest Expense of such Person and its Subsidiariesfor the period from and after October 1, 2008 up to and including the last day of the Fourth TestPeriod, plus (C) cash dividends or distributions paid by such Person and its Subsidiaries(other than, in the case of the Parent, dividends or distributions paid to the Parent or itswholly-owned Subsidiaries) for the period from and after October 1, 2008 up to and including thelast day of the Fourth Test Period, times (ii) 1.00.          “TTM Income Tax Liabilities” means, as of any date of determination and with respectto a Person, all income tax liabilities (after the application of any refunds or credits) of suchPerson and its Subsidiaries for the 12 consecutive months most recently ended; provided,however, that (a) in the case of the First Test Period, TTM Income Tax Liabilities shall becalculated as (i) all income tax liabilities (after the application of any refunds or credits) ofsuch Person and its Subsidiaries for the period from and after October 1, 2008 up to and includingthe last day of the First Test Period, times (ii) 4.00, (b) in the case of the Second Test Period,TTM Income Tax Liabilities shall be calculated as (i) all income tax liabilities (after theapplication of any refunds or credits) of such Person and its Subsidiaries for the period from andafter October 1, 2008 up to and including the last day of the Second Test Period, times (ii) 2.00,(c) in the case of the Third Test Period, TTM Income Tax Liabilities shall be calculated as (i) allincome tax liabilities (after the application of any refunds or credits) of such Person and itsSubsidiaries for the period from and after October 1, 2008 up to and including the last day of theThird Test Period, times (ii) 1.33, and (d) in the case of the Fourth Test Period, TTM Income TaxLiabilities shall be calculated as (i) all income tax liabilities (after the application of anyrefunds or credits) of such Person and its Subsidiaries for the period from and after October 1,2008 up to and including the last day of the Fourth Test Period, times (ii) 1.00.          “UK Term Loan B Obligations” means any Obligations with respect to the UK Term Loan B(including the principal thereof, the interest thereon (including the UK Term Loan B PIK Amount)and the fees and expenses specifically related thereto).          “UK Term Loan B PIK Amount” means as of any date of determination the amount of allinterest accrued with respect to the UK Term Loan B that has been paid-in-kind by being added tothe balance thereof in accordance with Section 2.04(b)(v).          “US Term Loan B Obligations” means any Obligations with respect to the US Term Loan B(including the principal thereof, the interest thereon (including the US Term Loan B PIK Amount),and the fees and expenses specifically related thereto).
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          “US Term Loan B PIK Amount” means as of any date of determination the amount of allinterest accrued with respect to the US Term Loan B that has been paid-in-kind by being added tothe balance thereof in accordance with Section 2.04(b)(iv).          “US Term Loan Obligations” means, collectively, the Term Loan A Obligations, the USTerm Loan B Obligations, the Term Loan C Obligations and the Term Loan D Obligations.          “US Term Loans” means, Term Loan A, US Term Loan B, Term Loan C and Term Loan D.     (b) Section 1.01 of the Financing Agreement is hereby amended by amending thedefinition of “Consolidated EBITDA” by (i) deleting the word “and” appearing at the end ofsubsection (xv) and (ii) adding the following new subsections at the end thereof as follows:          “(xvii) the Restructuring Initiative Expenses incurred during such period; providedthat the aggregate amount of all Restructuring Initiative Expenses permitted to be added backpursuant to this subsection (xvii) from and after the Effective Date shall not exceed $4,200,000,(xviii) non-cash St. Louis (Ferguson) Disposition Charges incurred during such period, (xix) to theextent actually paid during such period, reasonable fees and costs associated with the FourthAmendment (including, without limitation, the Amendment Fee and Term Loan D Amendment Fee (each asdefined in the Fourth Amendment) payable in connection therewith), (xx) any non-cash impairment ofany intangible resulting from any restructuring initiative identified described in ScheduleR-1 (including, without limitation, any non-cash impairment relating to goodwill).”     (c) Section 2.01(a) of the Financing Agreement is hereby amended by adding thefollowing new clause (vi) thereto as follows:          “(vi) each Term Loan D Lender severally agrees to make a term loan (collectively, the“Term Loan D”) to the US Borrower on the Fourth Amendment Effective Date, in an aggregateprincipal amount equal to the amount of such Lender’s Term Loan D Commitment.”     (d) Section 2.01(b) of the Financing Agreement is hereby amended by adding thefollowing new clause (vi) thereto as follows:          “(vi) The aggregate principal amount of the Term Loan D made on the Fourth Amendment EffectiveDate shall not exceed the Total Term Loan D Commitment. Any principal amount of the Term Loan Dthat is repaid or prepaid may not be reborrowed.”     (e) Section 2.02(c)(i) of the Financing Agreement is hereby amended and restated inits entirety as follows:          “(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreementshall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of theTotal Revolving Credit Commitment, the Term Loan A Commitment, the Total US Term Loan B Commitment,the Total UK Term Loan B Commitment, the Total Term Loan C
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Commitment, or the Total Term Loan D Commitment, as applicable; it being understood that noLender shall be responsible for any default by any other Lender in that other Lender’s obligationsto make a Loan requested hereunder, nor shall the Commitment of any Lender be increased ordecreased as a result of the default by any other Lender in that other Lender’s obligation to makea Loan requested hereunder, and each Lender shall be obligated to make the Loans required to bemade by it by the terms of this Agreement regardless of the failure by any other Lender.”     (f) Section 2.03(c) of the Financing Agreement is hereby amended by inserting thewords “(inclusive of the US Term Loan B PIK Amount)” immediately after the words “The outstandingprincipal of the US Term Loan B” appearing therein.     (g) Section 2.03(d) of the Financing Agreement is hereby amended by inserting thewords “(inclusive of the UK Term Loan B PIK Amount)” immediately after the words “The outstandingprincipal of the UK Term Loan B” appearing therein.     (h) Section 2.03 of the Financing Agreement is hereby amended by inserting thefollowing new clause (f) therein immediately before the existing clause (f) and renumberingexisting clauses (f), (g), (h) and (i), as (g), (h), (i), and (j), respectively, and each referenceto such renumbered clause in the Financing Agreement shall be deemed to be a reference to suchclause as amended hereby:               ”(f) The outstanding principal of the Term Loan D (inclusive of the Term Loan D PIK Amount)shall be repaid in full on the earlier of (i) the termination of the Total Revolving CreditCommitment and (ii) the Final Maturity Date.”     (i) Section 2.04(b)(i) of the Financing Agreement is hereby amended and restated inits entirety as follows:               “The Term Loan A shall bear interest on the principal amount thereof from time to timeoutstanding, from the date of the making of the Term Loan A until the date on which such principalamount is repaid in accordance herewith, as follows: (i) if the relevant portion of the Term Loan Ais a LIBOR Rate Loan, at a rate per annum equal to the LIBOR Rate plus 3.6 percentage points, and(ii) otherwise, at a rate per annum equal to the Reference Rate plus 1.10 percentage points.”     (j) Section 2.04(b)(ii) of the Financing Agreement is hereby amended and restated inits entirety as follows:               “The Term Loan B shall bear interest on the principal amount thereof from time to timeoutstanding, from the date of the making of the Term Loan B until the date on which such principalamount is repaid in accordance herewith, as follows: (i) if the relevant portion of the Term Loan Bis a LIBOR Rate Loan, at a rate per annum equal to the LIBOR Rate plus 6.50 percentage points, and(ii) otherwise, at a rate per annum equal to the Reference Rate plus 4.25 percentage points.”     (k) Section 2.04(b)(iv) of the Financing Agreement is hereby amended and restated inits entirety as follows:
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               “(iv) US Term Loan B PIK Interest. In addition to any other interest provided for inthis Agreement, the outstanding principal amount of US Term Loan B (inclusive of any US Term Loan BPIK Amount) shall bear additional interest on the amount thereof outstanding from time to time at aper annum rate of .75% to be paid-in-kind by being added to the principal balance of the US TermLoan B (inclusive of any US Term Loan B PIK Amount theretofore so added) on a monthly basis on thefirst day of each month after the Fourth Amendment Effective Date; provided,however, that US Borrower shall pay in cash all accrued and unpaid interest under thisSection 2.04(b)(iv) on the Final Maturity Date.”     (l) Section 2.04(b) of the Financing Agreement is hereby amended by adding thefollowing new subclauses (v) , (vi) and (vii) at the end thereof as follows:               “(v) UK Term Loan B PIK Interest. In addition to any other interest provided forin this Agreement, the outstanding principal amount of UK Term Loan B (inclusive of any UK TermLoan B PIK Amount) shall bear additional interest on the amount thereof outstanding from time totime at a per annum rate of .75% to be paid-in-kind by being added to the principal balance of theUK Term Loan B (inclusive of any UK Term Loan B PIK Amount theretofore so added) on a monthly basison the first day of each month after the Fourth Amendment Effective Date; provided,however, that UK Borrower shall pay in cash all accrued and unpaid interest under thisSection 2.04(b)(v) on the Final Maturity Date.               (vi) Term Loan C PIK Interest. In addition to any other interest provided for inthis Agreement, the outstanding principal amount of Term Loan C (inclusive of any Term Loan C PIKAmount) shall bear additional interest on the amount thereof outstanding from time to time at a perannum rate of 5.50% to be paid-in-kind by being added to the principal balance of the Term Loan C(inclusive of any Term Loan C PIK Amount theretofore so added) on a monthly basis on the first dayof each month after the Fourth Amendment Effective Date; provided, however, that USBorrower shall pay in cash all accrued and unpaid interest under this Section 2.04(b)(vi)on the Final Maturity Date.               (vii) Term Loan D PIK Interest. The outstanding principal amount of Term Loan D(inclusive of any Term Loan D PIK Amount) shall bear interest on the amount thereof outstandingfrom time to time at a per annum rate of 15.00% to be paid-in-kind by being added to the principalbalance of the Term Loan D (inclusive of any Term Loan D PIK Amount theretofore so added) on amonthly basis on the first day of each month after the Fourth Amendment Effective Date;provided, however, that US Borrower shall pay in cash all accrued and unpaidinterest under this Section 2.04(b)(vii) on the Final Maturity Date.”     (m) Section 2.05(a) of the Financing Agreement is hereby amended by adding thefollowing new subclause (vi) at the end thereof as follows:          “(vi) Term Loan D. The Total Term Loan D Commitment shall terminate upon the makingof the Term Loan D on the Fourth Amendment Effective Date.”     (n) Section 2.05(b)(ii) of the Financing Agreement is hereby amended and restated inits entirety as follows:
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          “(ii) Prepayment of Term Loans by US Borrower. US Borrower may, upon at least 3Business Days prior written notice to the Administrative Agent, prepay without penalty or premiumthe principal of the Term Loans, in whole or in part. Each prepayment made pursuant to thisSection 2.05(b)(ii) shall be accompanied by the payment of accrued interest to the date of suchpayment on the amount prepaid. Each such prepayment shall be applied (A) (I) first, to Term LoanA, until paid in full (II) second, to US Term Loan B, until paid in full, (III) third, to UK TermLoan B, until paid in full, (IV) fourth, to Term Loan C, until paid in full, and (V) fifth, to theTerm Loan D, until paid in full, and (B) against the remaining installments of principal due on theapplicable Term Loans on a pro rata basis (for the avoidance of doubt, any amount that is due andpayable on the Final Maturity Date shall constitute an installment).”     (o) Section 4.04(b)(i) of the Financing Agreement is hereby amended by amending andrestating clauses (L) and (O) appearing therein in their entirety as follows:               “(L) twelfth, ratably to pay principal of the US Term Loan B (inclusive of any US TermLoan B PIK Amount) until paid in full;”.               “(O) fifteenth, ratably to pay principal of the UK Term Loan B (inclusive of any UKTerm Loan B PIK Amount) until paid in full;”.     (p) Section 4.04(b)(i) of the Financing Agreement is hereby amended by amending andrestating clause (S) in its entirety as follows and adding the following new clauses (T), (U), (V),and (W) at the end of such section as follows:          “(S) nineteenth, to the ratable payment of all other Obligations (other than any TermLoan D Obligations) then due and payable until paid in full, (T) twentieth, ratably to payany fees and indemnities then due to the Term Loan D Lenders until paid in full; (U)twenty-first, ratably to pay interest due in respect of the Term Loan D until paid in full;(V) twenty-second, ratably to pay principal of the Term Loan D (inclusive of any Term LoanD PIK Amount) until paid in full, and (W) twenty-third, to the ratable payment of all otherObligations then due and payable until paid in full.”     (q) Section 7.01(t) of the Financing Agreement is hereby amended and restated in itsentirety as follows:          “(t) Use of Proceeds. The proceeds of (a) the Loans (other than the Term Loan D)shall be used to (i) refinance existing Indebtedness of US Borrower owed under the Existing LoudCredit Facilities, (ii) refinance existing Indebtedness of Target owed under the Existing MartinCredit Facility to the Existing Martin Lenders and owed under the Existing ISIS Loan Stock to theExisting ISIS Lenders, (iii) finance the payment of a portion of the consideration payable tocomplete the Acquisition, (iv) pay fees and expenses in connection with the transactionscontemplated hereby, and (v) fund working capital of the Borrowers, and (b) the Term Loan D shallbe used to (i) repay a portion of the Revolving Loans, (ii) to pay fees and expenses in connectionwith the transactions contemplated by the Fourth Amendment, and (iii) fund working capital of theBorrowers to the extent there are no Revolving Loans outstanding on the Fourth Amendment EffectiveDate.”
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     (r) Section 7.03(a) of the Financing Agreement is hereby amended and restated in itsentirety as follows:               “(a) Consolidated Leverage Ratio. Permit the ratio of Consolidated FundedIndebtedness (net of the sum of (i) Qualified Cash and (ii) the outstanding principal amount of theTerm Loan D (including the Term Loan D PIK Amount)) of Parent and its Subsidiaries as of the lastday of any fiscal quarter set forth below to TTM EBITDA of Parent and its Subsidiaries for theperiod ended as of the last day of such fiscal quarter to be greater than the applicable ratio setforth below:     Fiscal Quarter End Consolidated Leverage RatioDecember 31, 2008  12:46:1.00 March 31, 2009  9.71:1.00 June 30, 2009  8.07:1.00 September 30, 2009  6.93:1.00 December 31, 2009  5.38:1.00 March 31, 2010  5.14:1.00 June 30, 2010  4.89:1.00 September 30, 2010  4.81:1.00 December 31, 2010  4.62:1.00 March 31, 2011  4.66:1.00 June 30, 2011  4.44:1.00 September 30, 2011  4.15:1.00 December 31, 2011 and thelast day of each fiscal quarterof Parent thereafter  3.71:1.00      (s) Section 7.03(b) of the Financing Agreement is hereby amended by amending andrestating the table appearing therein in its entirety as follows:     Fiscal Quarter End Fixed Charge Coverage RatioDecember 31, 2008  0.42:1.00 March 31, 2009  0.56:1.00 June 30, 2009  0.69:1.00 September 30, 2009  0.82:1.00 December 31, 2009  1.04:1.00 March 31, 2010  1.13:1.00 June 30, 2010  1.19:1.00 September 30, 2010  1.20:1.00 December 31, 2010  1.19:1.00 March 31, 2011  1.21:1.00 June 30, 2011  1.27:1.00 September 30, 2011  1.33:1.00 December 31, 2011 and thelast day of each fiscal quarterof Parent thereafter  1.40:1.00 
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     (t) Section 7.03(c) of the Financing Agreement is hereby amended by amending andrestating the table appearing therein in its entirety as follows:     Fiscal Quarter End TTM EBITDADecember 31, 2008 $7,622,000 March 31, 2009 $10,017,000 June 30, 2009 $11,897,000 September 30, 2009 $13,701,000 December 31, 2009 $16,809,000 March 31, 2010 $17,923,000 June 30, 2010 $18,598,000 September 30, 2010 $18,615,000 December 31, 2010 $18,355,000 March 31, 2011 $18,566,000 June 30, 2011 $19,145,000 September 30, 2011 $19,865,000 December 31, 2011 and thelast day of each fiscal quarterof Parent thereafter $20,585,000      (u) Section 7.03(d) of the Financing Agreement is hereby amended by amending andrestating the table appearing therein in its entirety as follows:     Fiscal Year 2008 $4,300,000 Fiscal Year 2009 $4,300,000 Fiscal Year 2010 $4,300,000 Fiscal Year 2011 and each Fiscal Year thereafter $4,300,000      (v) Section 10.10(a) of the Financing Agreement is hereby amended by inserting thewords “(other than any Term Loan D Lender)” immediately after each instance of (i) the words “oragreement of all Lenders” appearing therein and (ii) the words “and a Lender” appearing therein.     (w) Section 12.02 of the Financing Agreement is hereby amended and restated in itsentirety as follows:          “12.02 Amendments, Etc. No amendment or waiver of any provision of this Agreement orany other Loan Document, and no consent to any departure by any Loan Party therefrom, shall in anyevent be effective unless the same shall be in writing and signed by the Required Lenders or by theCollateral Agent with the consent of the Required Lenders, and then
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such waiver or consent shall be effective only in the specific instance and for the specificpurpose for which given, provided, however, that (a) prior to the payment in fullof all Obligations (other than the Term Loan D Obligations) and the termination of all Commitments,no amendment, waiver or consent shall (i) increase the Commitment of any Lender, reduce theprincipal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payablefor the account of any Lender, or postpone or extend any date fixed for any payment of principalof, or interest or fees on, the Loans payable to any Lender, in each case without the writtenconsent of any Lender (other than any Term Loan D Lender) affected thereby, (ii) increase the TotalCommitment without the written consent of each Lender (other than the any Term Loan D Lender),(iii) change the percentage of the Commitments or of the aggregate unpaid principal amount of theLoans that is required for the Lenders or any of them to take any action hereunder, (iv) amend thedefinition of “Required Lenders” or “Pro Rata Share”, (v) release all or a substantial portion ofthe Collateral (except as otherwise provided in this Agreement and the other Loan Documents),subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Agents and theLenders, or release any Borrower or any Guarantor, (vi) amend, modify or waive Section 4.04or this Section 12.02 of this Agreement, or (vii) amend the definition of “Book Value”,“Borrowing Base”, “Eligible Accounts Receivable”, “Eligible Inventory”, or “Net Amount of EligibleAccounts Receivable”, in each case, without the written consent of each Lender (other than any TermLoan D Lender) and (b) (a) after payment in full of all Obligations (other than the Term Loan DObligations) and the termination of all Commitments, no amendment, waiver or consent shall (i)increase the Commitment of any Lender, reduce the principal of, or interest on, the Loans payableto any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone orextend any date fixed for any payment of principal of, or interest or fees on, the Loans payable toany Lender, in each case without the written consent of any Lender affected thereby, (ii) increasethe Total Commitment without the written consent of each Lender, (iii) change the percentage of theCommitments or of the aggregate unpaid principal amount of the Loans that is required for theLenders or any of them to take any action hereunder, (iv) amend the definition of “RequiredLenders” or “Pro Rata Share”, (v) release all or a substantial portion of the Collateral (except asotherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted infavor of the Collateral Agent for the benefit of the Agents and the Lenders, or release anyBorrower or any Guarantor, (vi) amend, modify or waive Section 4.04 or this Section12.02 of this Agreement, or (vii) amend the definition of “Book Value”, “Borrowing Base”,“Eligible Accounts Receivable”, “Eligible Inventory”, or “Net Amount of Eligible AccountsReceivable”, in each case, without the written consent of each Lender. Notwithstanding theforegoing, no amendment, waiver or consent shall, unless in writing and signed by an Agent, affectthe rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement orthe other Loan Documents.”     (x) Section 12.07 of the Financing Agreement is hereby amended by adding a new clause(j) at the end thereof as follows:          “(j) Notwithstanding any provision to the contrary contained herein, any Lender (an“Assigning Lender”) may with the written consent of the Collateral Agent, assign to one ormore special purpose funding vehicles (each, an “SPV”) all or any portion of its fundedLoans (without the corresponding Commitment), without the consent of any Person (other than asrequired above) or the payment of a fee, by execution of a written assignment agreement in a
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form agreed to by such Assigning Lender and such SPV, and may grant any such SPV the option,in such SPV’s sole discretion, to provide the Borrowers all or any part of any Loans that suchAssigning Lender would otherwise be obligated to make pursuant to this Agreement. Such SPVs shallhave all the rights which a Lender making or holding such Loans would have under this Agreement,but no obligations. The Assigning Lender shall remain liable for all its original obligationsunder this Agreement, including its Commitment (although the unused portion thereof shall bereduced by the principal amount of any Loans held by an SPV). Notwithstanding such assignment, theAgents and Borrowers may deliver notices to the Assigning Lender (as agent for the SPV) and notseparately to the SPV unless the Agents and Borrowers are requested in writing by the SPV (or itsagent) to deliver such notices separately to it. The Borrowers shall, at the request of anyAssigning Lender, execute and deliver to such Person as such Assigning Lender may designate, apromissory note in the amount of such Assigning Lender’s original promissory note to evidence theLoans of such Assigning Lender and related SPV.”     (y) Section 12.19 of the Financing Agreement is hereby amended by adding the followingsentence at the end thereof as follows:          “The confidentiality provisions contained in this Agreement shall not prohibit disclosures toany trustee, administrator, collateral manager, servicer, backup servicer, lender, rating agency orsecured party of any SPV in connection with the evaluation, administration, servicing of, or thereporting on, the assets or securitization activities of such SPV.”     (z) The Schedules to the Financing Agreement are hereby amended by adding thereto ScheduleD-1 and Schedule R-1 attached hereto.**3.****Consent**. The provisions of the Financing Agreement and the other Loan Documents to thecontrary notwithstanding, subject to the satisfaction of the conditions precedent set forth inSection 10 hereof, the Agents and Lenders hereby consent to the Designated Transaction onterms and conditions set forth in the Designated Purchase Agreement and any changes thereto as maybe approved by the Agents in their reasonable discretion.**4.****Waiver of Designated Events of Default**. Anything in the Financing Agreement to thecontrary notwithstanding, and subject to the satisfaction or waiver of the conditions precedent setforth in Section 10 hereof, Agents and Lenders hereby waive (i) compliance with theDesignated Financial Covenants for the fiscal periods ended September 30, 2008, and (ii) anyDefault or Event of Default that may have arisen prior to, or may exist on the date hereof as aresult of any failure to comply with the Designated Financial Covenants for the fiscal periodsended September 30, 2008 (the “Designated Events of Default”); provided,however, nothing herein, nor any communications among any Loan Party, any Agent, or anyLender, shall be deemed a waiver with respect to any Events of Default, other than the DesignatedEvents of Default, or any future failure of the Loan Parties to comply fully with any provision ofthe Financing Agreement or any provision of any other Loan Document, and in no event shall thiswaiver be deemed to be a waiver of enforcement of any of the Agents’ or Lenders’ rights or remediesunder the Financing Agreement and the other Loan Documents, at law (including under the Code), inequity, or otherwise including, without limitation, the right to declare all Obligationsimmediately due and payable pursuant to Section 9.01 of the Financing Agreement, withrespect
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to any other Defaults or Events of Default now existing or hereafter arising. Except as expresslyprovided herein, each Agent and each Lender hereby reserves and preserves all of its rights andremedies against the Borrower and each other Loan Party under the Financing Agreement and the otherLoan Documents, at law (including under the Code), in equity, or otherwise including, withoutlimitation, the right to declare all Obligations immediately due and payable pursuant toSection 9.01 of the Financing Agreement.**5.****Amendment Fees****.**     (a) Parent hereby agrees to pay to Administrative Agent, solely for the ratable benefit of theRevolving Loan Lenders, the Term Loan A Lenders, the US Term Loan B Lenders, and the UK Term Loan BLenders that execute this Amendment, in accordance with their Pro Rata Shares (and not for theaccount of any other Lender), an amendment fee in an amount equal to $250,000 (the “AmendmentFee”), which shall be fully earned and due and payable in full in immediately available fundson the date hereof and shall be non-refundable when paid.     (b) The provisions of the Financing Agreement and the other Loan Documents to the contrarynotwithstanding (including, without limitation, Section 7.02(h) of the FinancingAgreement), subject to the satisfaction of the conditions precedent set forth in Section 10hereof, Agents and Lenders hereby consent to the Parent’s incurrence and payment of, solely for thebenefit of Sun Mackie, LLC (and not for the account of any other Lender), an amendment fee in anamount equal to $250,000 (the “Term Loan D Amendment Fee”), which amount shall be due andpayable in accordance with the following schedule: (i) $62,500 on the date hereof, (ii) $62,500 onDecember 31, 2008, (iii) $62,500 on March 31, 2009 and (iv) $62,500 on June 30, 2009. Such amountsshall be fully earned and non-refundable on the date hereof.**6.****Reaffirmation****.**     (a) Borrower. US Borrower and UK Borrower each hereby reaffirms its obligations undereach Loan Document to which it is a party. US Borrower and UK Borrower each hereby furtherratifies and reaffirms the validity and enforceability of all of the Liens and security interestsheretofore granted, pursuant to and in connection with the Security Agreement or any other LoanDocument to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, ascollateral security for the obligations under the Loan Documents in accordance with theirrespective terms, and acknowledges that all of such liens and security interests, and allcollateral heretofore pledged as security for such obligations, continues to be and remaincollateral for such obligations from and after the date hereof.     (b) Guarantor. Each Guarantor hereby (i) consents to this Amendment; (ii)acknowledges and reaffirms all obligations owing by it to the Agents and Lenders under any LoanDocument to which it is a party and represents and warrants that, after giving effect to theAmendment, all of its representations and warranties contained in the Loan Documents to which suchGuarantor is a party are true, accurate and complete in all material respects (except that suchmateriality qualifier shall not be applicable to any representations and warranties that alreadyare qualified or modified by materiality in the text thereof) as if made the date hereof (unlessany such representation or warranty is expressly made as of a specific date, in which event itshall be true, accurate and complete as of such specified date), (iii) agrees that each Loan
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Document to which it is a party is and shall remain in full force and effect and shall not beimpaired or otherwise affected by the execution of the Amendment or any other document orinstrument delivered in connection herewith, (iv) ratifies and reaffirms the validity andenforceability of all of the liens and security interests heretofore granted by it, pursuant to andin connection with the Security Agreement and any other Loan Document to which such Guarantor is aparty, to the Collateral Agent, on behalf and for the benefit of each Agent and Lender, ascollateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all ofsuch liens and security interests, and all collateral heretofore pledged as security for suchobligations, continues to be and remain collateral for such obligations from and after the datehereof, and (v) ratifies and confirms its consent to any previous amendments of the FinancingAgreement and any previous waivers granted with respect to the Financing Agreement. Although eachof the Guarantors have been informed of the matters set forth herein and have acknowledged andagreed to same, each of the Guarantors understands that the Agents and the Lenders shall have noobligation to inform the Guarantors of such matters in the future or to seek the Guarantors’acknowledgement or agreement to future amendments, waivers, or modifications, and nothing hereinshall create such a duty.**7.****General Release****.**The Agents, the Lenders and the Loan Parties desire to resolve eachand every one of any Claims (as such term is defined below) that the Loan Parties may have (if any)in conjunction with the execution of this Amendment and thus each Loan Party makes the releasecontained in this Section. In consideration of Agents’ and Lenders’ entering into this Amendmentand agreeing to the substantial concessions as set forth herein, each Loan Party, for itself and onbehalf of its successors, assigns, limited partners, general partners, investors, Subsidiaries,shareholders, trustees, officers, directors, employees, agents and attorneys, and any Person actingfor or on behalf of, or claiming through, it, hereby fully and unconditionally releases, remisesand forever discharges each Agent, each Lender, their respective Affiliates and Related Funds, andeach of their respective successors in title, past, present and future directors, officers,employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors andassigns and all Persons, firms, corporations and organizations acting on any of their behalves(collectively, the “Released Parties”), of and from any and all claims, allegations, causesof action, suits, Liens, lawsuits, adverse consequences, damages, losses, amounts paid insettlement, debts, deficiencies, diminution in value, disbursements, obligations, costs or demandsand liabilities, of whatever kind or nature (whether in law, in equity or otherwise), from thebeginning of the world to the date on which this Amendment is executed, whether known or unknown,liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted orunasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated orunanticipated, which such Loan Parties has, had, claims to have had or hereafter claims to haveagainst the Released Parties (other than those claims directly resulting from the gross negligenceor willful misconduct of such Released Party as determined in a final judgment by a court ofcompetent jurisdiction) by reason of any act or omission on the part of the Released Parties, orany of them, occurring prior to the date on which this Amendment is executed, including withoutlimitation on account of or in any way affecting, concerning or arising out of or founded upon thisAmendment up to and including the date on which this Amendment is executed, including withoutlimitation all such loss or damage of any kind heretofore sustained or that may arise as aconsequence of the dealings among the parties up to and including the date on which this Amendmentis executed, to the extent relating to the Loans, the Obligations, the Financing Agreement or anyof the other Loan Documents, including the administration and
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enforcement thereof (collectively, all of the foregoing are the “Claims”). Each Loan Partyrepresents and warrants that it has no knowledge of any claim by it against the Released Parties orof any facts or acts or omissions of the Released Parties which on the date hereof would be thebasis of a claim by such Loan Party against the Released Parties relating to the Loans, theObligations, the Financing Agreement or any of the other Loan Documents, including theadministration and enforcement thereof, which is not released hereby. Each Loan Party representsand warrants that the foregoing constitutes a full and complete release of all Claims.**8.****Limited Amendments, Consent and Waiver; Full Force And Effect****.**The amendments set forthin Sections 2 of this Amendment, the consent set forth in Section 3 of thisAmendment, and the waiver set forth in Section 4 of this Amendment shall be limitedprecisely as written and shall not be deemed (a) to be an amendment of any other term or conditionof the Financing Agreement or the other Loan Documents, to prejudice any right or remedy which theAgents or the Lenders may now have or may have in the future under or in connection with theFinancing Agreement or the other Loan Documents or (b) to be a consent or waiver to any futureamendment or departure from the terms and conditions of the Financing Agreement or the other LoanDocuments. This Amendment shall be construed in connection with and as part of the Loan Documents,and all terms, conditions, representations, warranties, covenants and agreements set forth in theLoan Documents, except as herein amended, are hereby ratified and confirmed and shall remain infull force and effect.**9.****Representations And Warranties****.**Each Loan Party hereby represents and warrants to eachAgent and each Lender as follows:     (a) Each has the requisite power and authority to execute and deliver this Amendment and toperform its obligations hereunder and under the Loan Documents to which it is a party, and thearticles of organization and operating agreement of each Loan Party have not been amended since theEffective Date;     (b) The execution, delivery, and performance by each Loan Party of this Amendment and theperformance by it of each Loan Document to which it is a party (i) have been duly authorized by allnecessary action, (ii) do not and will not contravene its charter or by-laws, its limited liabilitycompany or operating agreement or its certificate of partnership or partnership agreement, asapplicable, or any applicable law or any contractual restriction binding on or otherwise affectingit or any of its properties, (iii) do not and will not result in or require the creation of anyLien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and(iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment,forfeiture or nonrenewal of any permit, license, authorization or approval applicable to itsoperations or any of its properties, except where any such default, noncompliance, suspension,revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to result in aMaterial Adverse Effect;     (c) This Amendment has been duly executed and delivered by each Loan Party, and this Amendmentand each Loan Document is the legal, valid and binding obligation of each Loan Party, enforceableagainst such Loan Party in accordance with its terms, and is in full force and effect, except asmay be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similarlaws;
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     (d) The execution, delivery and performance by each Loan Party of this Amendment and theperformance by each Loan Party of the Financing Agreement as amended hereby do not and will notrequire any authorization or approval of, or other action by, or notice to or filing with anyGovernmental Authority or regulatory body or the consent of any third party which has not yet beenobtained;     (e) No injunction, writ, restraining order, or other order of any nature prohibiting, directlyor indirectly, the consummation of the transactions contemplated herein has been issued and remainsin force by any Governmental Authority against any Loan Party, either Agent or any Lender;     (f) After giving effect to this Amendment, no event has occurred and is continuing or willresult from the consummation of the transactions contemplated by this Amendment that wouldconstitute a Default or an Event of Default; and     (g) After giving effect to this Amendment, the representations and warranties in the FinancingAgreement and the other Loan Documents are true and correct in all material respects (except thatsuch materiality qualifier shall not be applicable to any representations and warranties thatalready are qualified or modified by materiality in the text thereof) on and as of the date hereof,as though made on such date (except to the extent that such representations and warranties relatesolely to an earlier date).**10.****Conditions Precedent To Amendment****.**The satisfaction of each of the following shallconstitute conditions precedent to the effectiveness of this Amendment and each and every provisionhereof (such date, the “Fourth Amendment Effective Date”):     (a) Administrative Agent shall have received payment in full in immediately available funds ofthe Amendment Fee;     (b) Collateral Agent shall have received a funds flow agreement, in form and substancesatisfactory to the Collateral Agent, duly executed by the parties thereto;     (c) Collateral Agent shall have received a participation agreement with respect to the TermLoan D, in form and substance satisfactory to the Collateral Agent, duly executed by the partiesthereto;     (d) Collateral Agent shall have received the Designated Purchase Agreement in draft form andin form and substance satisfactory to the Agents;     (e) The representations and warranties herein and in the Financing Agreement and the otherLoan Documents shall be true and correct in all material respects (except that such materialityqualifier shall not be applicable to any representations and warranties that already are qualifiedor modified by materiality in the text thereof) on and as of the date hereof, as though made onsuch date (except to the extent that such representations and warranties relate solely to anearlier date);
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     (f) The Borrowers shall pay concurrently with the closing of the transactions evidenced bythis Amendment, all fees, costs, expenses and taxes then payable pursuant to Section 12.04of the Financing Agreement;     (g) After giving effect to this Amendment, no Default or Event of Default shall have occurredand be continuing on the date hereof; and     (h) No injunction, writ, restraining order, or other order of any nature prohibiting, directlyor indirectly, the consummation of the transactions contemplated herein shall have been issued andremain in force by any Governmental Authority against the Borrower, any Guarantor, any Agent, orany Lender.**11.****Application of Net Cash Proceeds Received in Connection with the DesignatedTransaction**. Anything in the Financing Agreement to the contrary notwithstanding, the LoanParties hereby agree that the Net Cash Proceeds received in connection with the DesignatedTransaction shall be applied as follows: (i) 30% of such Net Cash Proceeds shall be applied as aprepayment of the outstanding principal balance of Revolving Loans (without a commensuratepermanent reduction of the Total Revolving Credit Commitment in an equivalent amount), (ii) 40% ofsuch Net Cash Proceeds shall be applied as a prepayment of the outstanding principal balance ofTerm Loan A, and (iii) 30% of such Net Cash Proceeds shall be applied as a prepayment of theoutstanding principal balance of US Term Loan B.**12.****Covenant****.**The Loan Parties hereby agree that the Loan Parties shall use an amount notless than $1,750,000 to implement cost saving measures during the period beginning on the FourthAmendment Effective Date and ending on the date that is fourteen (14) months after the FourthAmendment Effective Date. The failure to comply with the covenant set forth in this Section12 within the time frame set forth above shall constitute an immediate Event of Default.**13.****Release of Liens**. Subject to the consummation of the Designated Transaction, upon theterms and conditions set forth in the Financing Agreement and this Amendment, the Lenders herebyauthorize Collateral Agent to terminate and release the Collateral Agent’s Liens in the assetssubject to the Designated Transaction.**14.****Governing Law**. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OFNEW YORK.**15.****Entire Amendment; Effect Of Amendment**. This Amendment, and the terms and provisionshereof, constitute the entire agreement among the parties pertaining to the subject matter hereofand supersedes any and all prior or contemporaneous amendments relating to the subject matterhereof. Except for the amendments, consents and wavers to the Financing Agreement expressly setforth in Sections 2, 3, 4 and 5 hereof, the Financing Agreement andother Loan Documents shall remain unchanged and in full force and effect. To the extent any termsor provisions of this Amendment conflict with those of the Financing Agreement or other LoanDocuments, the terms and provisions of this Amendment shall control. This Amendment is a LoanDocument. The amendments, consents and waivers set forth herein are limited to the
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specifics hereof, shall not apply with respect to any facts or occurrences other than those onwhich the same are based, shall not excuse future non-compliance with the Financing Agreement orthe other Loan Documents, and shall not operate as a consent to or waiver of any other matter underthe Loan Documents.**16.****Headings****.**Section and subsection headings in this Amendment are included herein forconvenience of reference only and shall not constitute a part of this Amendment for any otherpurpose or be given any substantive effect.**17.****Counterparts; Telecopy Execution**. This Amendment may be executed in any number ofcounterparts, all of which taken together shall constitute one and the same instrument and any ofthe parties hereto may execute this Amendment by signing any such counterpart. Delivery of anexecuted counterpart of this Amendment by telecopy or electronic mail shall be equally as effectiveas delivery of an original executed counterpart of this Amendment. Any party delivering anexecuted counterpart of this Amendment by telecopy or electronic mail also shall deliver anoriginal executed counterpart of this Amendment, but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this Amendment.**18.****Miscellaneous**.     (a) Upon the effectiveness of this Amendment, each reference in the Financing Agreement to“this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to theFinancing Agreement shall mean and refer to the Financing Agreement as amended by this Amendment.     (b) Upon the effectiveness of this Amendment, each reference in the Loan Documents to the“Financing Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to theFinancing Agreement shall mean and refer to the Financing Agreement as amended by this Amendment.     (c) Except as expressly provided herein, (i) the Agents and the Lenders hereby reserve allremedies, powers, rights, and privileges that the Agents and the Lenders may have under theFinancing Agreement or the other Loan Documents, at law (including under the Code), in equity, orotherwise; (ii) all terms, conditions, and provisions of the Financing Agreement and the other LoanDocuments are and shall remain in full force and effect; and (iii) nothing herein shall operate asa consent to or a waiver, amendment, or forbearance in respect of any matter (including any Eventof Default whether presently existing or subsequently occurring (other than the Designated Eventsof Default)) or any other right, power, or remedy of the Agents or the Lenders under the FinancingAgreement and the other Loan Documents. No delay on the part of the Agents and the Lenders in theexercise of any remedy, power, right or privilege shall impair such remedy, power, right, orprivilege or be construed to be a waiver of any default, nor shall any partial exercise of any suchremedy, power, right or privilege preclude further exercise thereof or of any other remedy, power,right or privilege.[SIGNATURE PAGES FOLLOW]
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          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as ofthe date first written above.      **LOAN PARTIES****:**