(a) **Section 1.1**. Section 1.1 of the Credit Agreement is hereby amended by substitutingthe following definition of the term set forth below in lieu of the current version of suchdefinition contained in Section 1.1 of the Credit Agreement:“**LC Issuer**” means one or more banks, trust companies or other Persons in each case expresslyidentified by Agent from time to time, and agreed upon by the Funds Administrator, as an LCIssuer for purposes of issuing one or more Letters of Credit hereunder. Without limitationof Agent’s discretion to identify any Person as an LC Issuer, no Person shall be designatedas an LC Issuer unless such Person maintains reporting systems acceptable to Agent withrespect to letter of credit exposure and agrees to provide regular reporting to Agentsatisfactory to it with respect to such exposure.     (b) **Section 1.1**. Section 1.1 of the Credit Agreement is hereby further amended byadding thereto the following defined term and its definition in the correct alphabetical order:“**SPV**” means any special purpose funding vehicle identified as such in a writing by anyLender to the Agent that is an Approved Fund of such Lender.     (c) **Section 2.5(a)**. The preamble of Section 2.5(a) of the Credit Agreement is herebydeleted in its entirety and the following is substituted in lieu thereof:     “Letters of Credit. On the terms and subject to the conditions set forthherein, the Revolving Loan Commitment may be used by the Borrowers, in addition to themaking of Revolving Loans hereunder, for the issuance, prior to the Termination Date, by (i)Agent, of letters of credit, guarantees or other agreements or arrangements (each, a“Support Agreement”) to induce an LC Issuer to issue or increase the amount of, orextend the expiry date of, one or more Letters of Credit and (ii) a Lender, identified byAgent, as an LC Issuer, of one or more Letters of Credit, so long as, in each case:”     (d) **Section 9.6****.**Section 9.6 of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:     “Section 9.6. **Application of Proceeds****.**     Notwithstanding anything to the contrary contained in this Agreement, upon theoccurrence and during the continuance of an Event of Default, (a) each Borrower irrevocablywaives the right to direct the application of any and all payments at any time or timesthereafter received by Agent from or on behalf of the Borrowers or any guarantor of all orany part of the Obligations, and, as between the Borrowers on the one hand and Agent andLenders on the other, Agent shall have the continuing and exclusive right to apply and toreapply any and all payments received against the Obligations in such manner as Agent maydeem advisable notwithstanding any previous application by Agent and (b) the proceeds of anysale of, or other realization upon, all or any part of the Collateral shall be applied:first, to all fees, costs, indemnities, liabilities, obligations and expensesincurred by or owing to Agent (in its capacity as the Agent) with respect to this Agreement,the other Financing Documents or the Collateral; second, to all fees, costs,indemnities, liabilities, obligations and expenses incurred by or owing to any Lender withrespect to this Agreement, the other Financing Documents or the Collateral; third,to
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accrued and unpaid interest on the Obligations (other than interest owing to anyEligible Swap Counterparty in respect of any Swap Contracts) (including any interest whichbut for the provisions of the Bankruptcy Code, would have accrued on such amounts);fourth, to the principal amount of the Obligations outstanding (other thanobligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts) and toprovide cash collateral to secure any and all Letter of Credit Liabilities and futurepayment of related fees, as provided for in Section 2.5(e); fifth, to any otherindebtedness or obligations of the Borrowers owing to Agent or any Lender under theFinancing Documents (other than obligations owing to any Eligible Swap Counterparty inrespect of any Swap Contracts) and sixth, to the obligations owing to any EligibleSwap Counterparty in respect of any Swap Contracts. Any balance remaining shall bedelivered, to the extent applicable, to the Borrowers or to whomever may be lawfullyentitled to receive such balance or as a court of competent jurisdiction may direct.”     (e) **Section 11.6****.**Section 11.6 of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:     “Section 11.6 **Indemnification**.     Each Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to theextent not reimbursed by the Credit Parties) against any cost, expense (including counselfees and disbursements), claim, demand, action, loss or liability (except such as resultfrom Agent’s gross negligence or willful misconduct as determined by a court of competentjurisdiction) that Agent may suffer or incur in connection with the Financing Documents orany action taken or omitted by Agent hereunder or thereunder. If any indemnity furnished toAgent for any purpose shall, in the opinion of Agent, be insufficient or become impaired,Agent may call for additional indemnity and cease, or not commence, to do the actsindemnified against even if so directed by Required Lenders until such additional indemnityis furnished. Without limiting the generality of the foregoing, if the United StatesInternal Revenue Service, any other governmental authority of the United States or otherjurisdiction or any other Person asserts a claim that Agent did not properly withhold taxfrom amounts paid to or for the account of any Lender or any SPV holding a Loan pursuant toSection 12.6(c) (because the appropriate form was not delivered, was not properly executed,or because such Lender failed to notify the Agent of a change in circumstances whichrendered the exemption from, or reduction of, withholding tax ineffective, or for any otherreason) such Lender and such SPV shall indemnify Agent fully for all amounts paid, directlyor indirectly, by Agent as tax or otherwise, including penalties and interest, and includingany taxes imposed by any jurisdiction on the amounts payable to Agent under this Section11.6, together with all related costs and expenses (including attorney fees). Theobligations of Lenders and the SPVs under this Section 11.6 shall survive the payment infull of the Obligations and the termination of this Agreement.”     (f) **Section 12.****6(a)(iii)****.**Section 12.6(a)(iii) of the Credit Agreement is herebydeleted in its entirety and the following is substituted in lieu thereof:“(iii) Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain atits offices located in Chicago, Illinois a copy of each Assignment Agreement delivered
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to it and a register for the recordation of the names and addresses of each Lender, and thecommitments of, and principal amount of the Loans owing to, such Lender pursuant to theterms hereof (the “Register”). The entries in the Register shall be conclusive, and theBorrowers, Agent and Lenders may treat each Person whose name is recorded therein pursuantto the terms hereof as a Lender hereunder for all purposes of this Agreement,notwithstanding notice to the contrary. The Register shall be available for inspection bythe Borrowers and any Lender, at any reasonable time upon reasonable prior notice to Agent.In connection with any assignment permitted pursuant to Section 12.6(c) of this Agreementthat is not recorded in the Register, the assigning Lender, acting solely for this purposeas an agent of the Borrowers, shall maintain at its address set forth on its signature pageto this Agreement, a copy of each assignment made by it or delivered to it and a register(the “Sub-Register”) for the recordation of the assignments made by it. The entries in theSub-Register shall be conclusive. Any assignment of any commitment and/or Loan, whether ornot evidenced by a Note, shall be effective hereunder only upon appropriate entries withrespect thereto being made in the Register or Sub-Register. The Sub-Register shall beavailable for inspection by the United States Internal Revenue Service, the Borrowers andthe Agent at any reasonable time upon reasonable prior notice to the Lender maintaining suchSub-Register.”     (g) **Section 12.6**. Section 12.6 of the Credit Agreement is hereby further amended byadding new clause (c) thereto immediately following clause (b) thereof as follows:     “(c) Special Purpose Vehicles.     In addition to the other rights provided in this Section 12.6, each Lender may, withoutnotice to or consent of the Agent, grant to an SPV the option to make all or any part of anyLoan that such Lender would otherwise be required to make hereunder and, upon the exerciseof such option, assign such Loan to an SPV (and the exercise of such option by such SPV andthe making of Loans pursuant thereto shall satisfy the obligation of such Lender to makesuch Loans hereunder); provided, however, that, (i) such Lender shall have provided to Agentthe name of each SPV to which such Lender (x) has assigned any Loans or commitments, (y)intends to assign any Loans or commitments in the future, or (z) has granted, or intends togrant in the future, any option, and any other information with respect to such SPV as Agentmay reasonably request, and (ii) whether as a result of any term of any Financing Documentor of such assignment or grant, (A) no such SPV shall have a commitment, or be deemed tohave made an offer to commit, to make Loans hereunder, and, except as provided in theapplicable option agreement, none shall be liable for any obligation of such Lenderhereunder, (B) such granting or assigning Lender’s rights and obligations, and the rightsand obligations of the Credit Parties, Agent and the other Lenders towards such Lender,under any Financing Document shall remain unchanged and each other party hereto shallcontinue to deal solely with such Lender, which shall remain the holder of the Obligationsin the Register referred to in Section 12.6(a)(iii), except that each such SPV may receiveinterest payments that would otherwise be made to such Lender with respect to Loans fundedby such SPV only after the SPV has provided a copy of an Assignment Agreement (the “SPVAssignment Agreement”) to the Agent and such Lender evidencing an assignment by suchLender to the SPV as and when permitted by the terms of the financing agreements betweensuch Lender and the SPV and (C) until the Agent receives the SPV
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Assignment Agreement, the consent of such SPV shall not be required (either directly, as arestraint on such Lender’s ability to consent hereunder or otherwise) for any amendments,waivers or consents with respect to any Financing Document or to exercise or refrain fromexercising any powers or rights such Lender may have under or in respect of the FinancingDocuments (including the right to enforce or direct enforcement of the Obligations) and (iv)after the Agent receives the SPV Assignment Agreement, the Agent shall record such SPVAssignment Agreement in the Register in accordance with Section 12.6(a)(iii) above and shallotherwise comply with the provisions of Section 12.6(a) and the SPV shall be a Lender to theextent of its outstanding Loans. No party hereto shall institute (and each Borrower andHoldings shall cause each other Credit Party not to institute) against any SPV assignee orgrantee of an option pursuant to this Section 12.6(c) any bankruptcy, reorganization,insolvency, liquidation or similar proceeding, prior to the date that is one year and oneday after the payment in full of all outstanding commercial paper of such SPV; provided,however, that each Lender having designated an SPV as such agrees to indemnify eachIndemnitee against any indemnified liability that may be incurred by, or asserted against,such Indemnitee as a result of failing to institute such proceeding (including a failure toget reimbursed by such SPV for any such indemnified liability). The agreement in thepreceding sentence shall survive the payment in full of the Obligations and the terminationof this Agreement.”     (f) **Section 12.8****.**Section 12.8 of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:     “Section 12.8 **Confidentiality**.     In handling any confidential information of any Credit Party, Agent and each Lendershall exercise the same degree of care that it exercises with respect to its own proprietaryinformation of the same types to maintain the confidentiality of any non-public informationthereby received or received pursuant to this Agreement, except that disclosure of suchinformation may be made (i) subject to a confidentiality obligation similar to the one setforth in this Section 12.8, to their respective agents, employees, Subsidiaries, Affiliates,attorneys, auditors, professional consultants, rating agencies, insurance industryassociations and portfolio management services, (ii) to prospective transferees, SPVs orpurchasers of any interest in the Loans, provided that they have agreed to be bound by theprovisions of this Section 12.8, (iii) as required by Law, subpoena, judicial order orsimilar order and in connection with any litigation and (iv) as may be required inconnection with the examination, audit or similar investigation of such Person.Confidential information shall include only such information identified as such at the timeprovided to Agent and shall not include information that either: (i) is in the publicdomain, or becomes part of the public domain after disclosure to such Person through nofault of such Person, or (ii) is disclosed to such Person by a Person other than a CreditParty, provided Agent does not have actual knowledge that such Person is prohibited fromdisclosing such information. The obligations of Agent and Lenders under this Section 12.8shall supersede and replace the obligations of Agent and Lenders under any confidentialityagreement in respect of this financing executed and delivered by Agent or any Lender priorto the date hereof.”     (g) **General Amendment and Waiver****.**
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     Anything to the contrary contained in the Credit Agreement or any other Financing Document(including, without limitation, Section 6.1(d) of the Credit Agreement, the Fifth Amendment and theSeventh Amendment) notwithstanding, the Agent and the Lenders hereby acknowledge and agree that (i)solely with respect to TWC Acquisition Sub’s bank account no. 2079900561539 maintained at WachoviaBank National Association (the “**TWC Account**”), until the date which is ninety (90) days followingthe date on which the final payment of the TWC Earnout is paid or required to be paid in full bythe Borrowers or the TWC Earnout is otherwise terminated, in either case in accordance with theterms set forth in the TWC Purchase Agreement (the “**TWC Account Grace Period**”), the Borrowers shallbe permitted to continue to use the TWC Account in the manner described to the Agent prior to thedate hereof, provided, TWC Acquisition Sub shall have delivered a Deposit Account Control Agreementthat requires only springing dominion control over the TWC Account, in form and substancereasonably satisfactory to the Agent, (ii) solely with respect to Pure Solution’s bank account no.207990055750 maintained at Wachovia Bank National Association (the “**PS Account**”), until the datewhich is ninety (90) days following the date on which the final payment of the PS Earnout is paidor required to be paid in full by the Borrowers or the PS Earnout is otherwise terminated, ineither case in accordance with the terms set forth in the PS Purchase Agreement (the “**PS AccountGrace Period**”), the Borrowers shall be permitted to continue to use the PS Account in the mannerdescribed to the Agent prior to the date hereof, provided, Pure Solutions shall have delivered aDeposit Account Control Agreement that requires only springing dominion control over the PSAccount, in form and substance reasonably satisfactory to the Agent and (iii) solely with respectto Plum Rhino’s bank account no. 6410708046 maintained at Regions Bank (the “**Plum Rhino Account**”;the TWC Account, the PS Account and the Plum Rhino Account are referred to herein each individuallyas a “**Restricted Acquisition Account**” and collectively as the “**Restricted Acquisition Accounts**”),until the date which is ninety (90) days following the date on which the final payment of the PlumRhino Earnout is paid or required to be paid in full by the Borrowers or the Plum Rhino Earnout isotherwise terminated, in either case in accordance with the terms set forth in the Plum RhinoPurchase Agreement (the “**Plum Rhino Account Grace Period**”; the TWC Account Grace Period, the PSAccount Grace Period and the Plum Rhino Account Grace Period are referred to herein eachindividually as an “**Account Grace Period**” and collectively as the “**Account Grace Periods**”), theBorrowers shall be permitted to continue to use the Plum Rhino Account in the manner described tothe Agent prior to the date hereof, provided, Plum Rhino shall have delivered a Deposit AccountControl Agreement that requires only springing dominion control over the Plum Rhino Account, inform and substance reasonably satisfactory to the Agent, and, in each case, any conflictingprovisions of the Financing Documents are hereby waived; provided, that (A) the aggregate amount ofcash and other amounts in the Restricted Acquisition Accounts shall at no time exceed $300,000, inthe aggregate, with respect to all Restricted Acquisition Accounts or $100,000 in any individualRestricted Acquisition Account and (B) all cash and other amounts in excess of the limitations setforth in clause (A) above that are not used to fund daily disbursements or payroll shall on eachBusiness Day be manually transferred to account no. 2000002917542 maintained at Wachovia BankNational Association (the “**Master Account**”).     Upon the expiration of each Account Grace Period, the Borrowers shall either (i) close theapplicable Restricted Acquisition Account, have all deposits from customers of Pure Solutions, PlumRhino and TWC Acquisition Sub, as applicable, instead be delivered directly to account no.2000001211087 maintained at Wachovia Bank National Association (the “**Lockbox**
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**Account**”) and have all disbursements made on behalf of Pure Solutions, Plum Rhino or TWCAcquisition Sub, as applicable, funded solely by the Master Account, (ii) convert such RestrictedAcquisition Account to a depository account, deliver a Deposit Account Control Agreement executedby Wachovia Bank (which such agreements shall be in form and substance reasonably acceptable to theAgent and shall provide that all cash maintained in such accounts shall automatically and withoutfurther direction on each banking day be remitted solely to the Lockbox Account), not permit anyother disbursements from the applicable Restricted Acquisition Account and have all disbursementsmade on behalf of Pure Solutions, Plum Rhino or TWC Acquisition Sub, as applicable, funded solelyout of the Master Account or (iii) have all deposits from customers of Pure Solutions, Plum Rhinoand TWC Acquisition Sub, as applicable, instead be delivered directly to the Lockbox Account andconvert such Restricted Acquisition Account to a disbursement account that shall be funded solelywith proceeds from the Master Account (and which shall not accept any other deposits) and deliver aDeposit Account Control Agreement executed by Wachovia Bank or Regions Bank, as applicable (whichsuch agreements shall be in form and substance reasonably acceptable to the Agent and shall provideAgent with only springing dominion control over the applicable accounts). For so long as anyRestricted Acquisition Account is open, the applicable Credit Party shall direct Wachovia BankNational Association and Regions Bank, as the case may be, to deliver monthly account statements tothe Agent, which such statements shall be sent electronically, if available. At all timesfollowing the termination of all Account Grace Periods, no cash shall be deposited into the MasterAccount other than proceeds of Revolving Loans from the Agent. The foregoing and anythingcontained in any Financing Document to the contrary notwithstanding, the Credit Parties shall notbe required to deliver any such Deposit Account Control Agreements in respect of payroll accountno. 6410708054 maintained at Regions Bank; provided, that, the Credit Parties shall not, and shallnot cause or permit any of their respective Subsidiaries to, deposit or maintain funds in suchaccount other than funds deposited therein in the ordinary course of business for purposes offunding current payroll liabilities.     3. Conditions Precedent. The effectiveness of this Amendment is subject to thesatisfaction of the following conditions precedent:     (a) delivery to the Agent of this Amendment executed by each Credit Party that is aparty hereto, the Agent and the Lenders in form and substance reasonably satisfactory to theAgent;     (b) the truth and accuracy of the representations and warranties contained in Section 4hereof;     (c) the execution and delivery of each document, agreement and instrument set forth onSchedule A attached hereto; and     (d) after giving effect to this Amendment, no Default or Event of Default under theCredit Agreement shall have occurred and be continuing.     4. Representations and Warranties. Each Credit Party that is a party hereto herebyrepresents and warrants to the Agent and each Lender as follows: i. the representations and warranties of the Borrowers and theother Credit Parties contained in the Financing Documents are true and correctin all
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   material respects as of the date hereof, except to the extent that any suchrepresentation or warranty (i) relates to a specific date, in which casesuch representation and warranty shall be true and correct in all materialrespects as of such earlier date or (ii) is qualified by materiality or hasMaterial Adverse Effect qualifiers, in which case, such representations andwarranties shall be true and correct in all respects;  ii. the execution, delivery and performance by such Credit Party ofthis Amendment and all of the other Financing Documents to be delivered inaccordance with Section 3 of this Amendment (collectively, the **“EighthAmendment Financing Documents”**) are within its powers, have been dulyauthorized by all necessary action pursuant to its Organizational Documents,require no further action by or in respect of, or filing with, any governmentalbody, agency or official (other than (i) routine corporate, tax, ERISA,intellectual property, environmental filings and other filings from time totime necessary in connection with the conduct of such Credit Party’s businessin the ordinary course, and (ii) recordings and filings in connection with theLiens granted to the Agent under the Financing Documents) and do not violate,conflict with or cause a breach or a default under any provision of applicableLaw or of the Organizational Documents of any Credit Party or of any agreement,judgment, injunction, order, decree or other instrument binding upon it, exceptfor such failures to file, violations, conflicts, breaches or defaults as couldnot reasonably be expected to have a Material Adverse Effect;  iii. this Amendment and the other Eighth Amendment FinancingDocuments constitute the valid and binding obligations of the Credit Partiesthat are parties hereto or thereto (as applicable), enforceable against suchPersons in accordance with their terms, except as enforceability may be limitedby applicable bankruptcy, insolvency, or similar laws relating to theenforcement of creditor’s rights generally and by general equitable principles;and  iv. after giving effect to this Amendment, no Default or Event ofDefault exists or will result from the transactions contemplated herein.     5. No Waiver. Except as expressly set forth herein, nothing contained herein shall bedeemed to constitute a waiver of compliance with any term or condition contained in the CreditAgreement or any of the other Financing Documents or constitute a course of conduct or dealingamong the parties. Except as expressly stated herein, the Agent and Lenders reserve all rights,privileges and remedies under the Financing Documents. Except as amended or consented to hereby,the Credit Agreement and other Financing Documents remain unmodified and in full force and effect.All references in the Financing Documents to the Credit Agreement shall be deemed to be referencesto the Credit Agreement as amended and waived hereby.     6. Severability. In case any provision of or obligation under this Amendment shall beinvalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability ofthe remaining provisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.
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     7. Headings. Headings and captions used in this Amendment (including the Exhibits,Schedules and Annexes hereto, if any) are included for convenience of reference only and shall notbe given any substantive effect.     8. **GOVERNING LAW; SUBMISSION TO JURISDICTION****. THIS AMENDMENT SHALL BE GOVERNED BY,AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUTREGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH CREDIT PARTY HEREBY CONSENTS TO THE JURISDICTION OFANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLYAGREES THAT, SUBJECT TO THE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATINGTO THIS AMENDMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH CREDITPARTY EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANYDEFENSE OF FORUM NON CONVENIENS. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALLPROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PERSON BY CERTIFIED ORREGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED C/O THE FUNDS ADMINISTRATOR AT THE ADDRESS SETFORTH IN THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAMEHAS BEEN POSTED.**     9. **WAIVER OF JURY TRIAL****. EACH CREDIT PARTY, THE AGENT AND THE LENDERS HEREBYIRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUTOF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREE THATANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.**     10. Counterparts; Integration. This Amendment may be executed and delivered viafacsimile, email or similar electronic transmission with the same force and effect as if anoriginal were executed and may be signed in any number of counterparts, each of which shall be anoriginal, with the same effect as if the signatures hereto were upon the same instrument. ThisAmendment constitutes the entire agreement and understanding among the parties hereto with respectto the subject matter hereof and supersedes any and all prior agreements and understandings, oralor written, relating to the subject matter hereof.     11. Reaffirmation. Each of the Credit Parties that is a party hereto, as debtor,grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such CreditParty grants liens or security interests in its property or otherwise acts as accommodation partyor guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment andperformance obligations, contingent or otherwise, under each of the Financing Documents to which itis a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens onor security interests in any of its property pursuant to any such Financing Document as securityfor or otherwise guaranteed the Borrowers’ Obligations under or with respect to the FinancingDocuments, ratifies and reaffirms such guarantee and grant of security interests and liens andconfirms and agrees that such security interests and liens hereafter secure all of the Obligationsas amended hereby. Each of the Credit Parties hereby consents to this Amendment
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and acknowledges that each of the Financing Documents remains in full force and effect and ishereby ratified and reaffirmed, subject to the amendments, consents and waivers set forth herein.The execution of this Amendment shall not operate as a waiver of any right, power or remedy of theAgent or Lenders or constitute a waiver of any provision of any of the Financing Documents (exceptas expressly set forth herein) or serve to effect a novation of the Obligations.[remainder of page intentionally left blank;