Execution Copy
	 

	  

	 
		CUSIP Number: _______________
	 

	 
		 
	 

	 
		AMENDED AND RESTATED
	 

	 
		CREDIT AGREEMENT
	 

	 
		Dated as of June 23, 2006
	 

	 
		among
	 

	 
		FORTRESS INVESTMENT GROUP LLC
	 

	 
		AND CERTAIN OF ITS AFFILIATES
	 

	 
		as Borrowers,
	 

	 
		CERTAIN SUBSIDIARIES AND AFFILIATES OF THE
		BORROWERS
	 

	 
		as Guarantors,
	 

	 
		BANK OF AMERICA, N.A.,
	 

	 
		as Administrative Agent and L/C
		Issuer,
	 

	 
		and
	 

	 
		THE OTHER LENDERS PARTY HERETO
	 

	 
		Arranged By:
	 

	 
		BANC OF AMERICA SECURITIES LLC,
	 

	 
		as Sole Lead Arranger and Book
		Manager
	 

	 
		
		  
		  

		




	 
		
	 

	 

	 
 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE I
				

			 	
				
				   
				

			 	
				
				  DEFINITIONS AND ACCOUNTING
				  TERMS
				

			 	
				
				  1
				

			 
	
				
				  1.01
				

			 	
				
				   
				

			 	
				
				  Defined Terms
				

			 	
				
				  1
				

			 
	
				
				  1.02
				

			 	
				
				   
				

			 	
				
				  Other Interpretive Provisions

				

			 	
				
				  27
				

			 
	
				
				  1.03
				

			 	
				
				   
				

			 	
				
				  Accounting Terms
				

			 	
				
				  28
				

			 
	
				
				  1.04
				

			 	
				
				   
				

			 	
				
				  Rounding
				

			 	
				
				  29
				

			 
	
				
				  1.05
				

			 	
				
				   
				

			 	
				
				  Times of Day
				

			 	
				
				  29
				

			 
	
				
				  1.06
				

			 	
				
				   
				

			 	
				
				  Letter of Credit Amounts
				

			 	
				
				  29
				

			 
	
				
				  1.07
				

			 	
				
				   
				

			 	
				
				  Exchange Rates; Currency
				  Equivalents
				

			 	
				
				  29
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE II
				

			 	
				
				   
				

			 	
				
				  THE COMMITMENTS AND CREDIT
				  EXTENSIONS
				

			 	
				
				  29
				

			 
	
				
				  2.01
				

			 	
				
				   
				

			 	
				
				  Revolving Loans and Term
				  Loans
				

			 	
				
				  29
				

			 
	
				
				  2.02
				

			 	
				
				   
				

			 	
				
				  Borrowings, Conversions and
				  Continuations of Loans
				

			 	
				
				  30
				

			 
	
				
				  2.03
				

			 	
				
				   
				

			 	
				
				  Letters of Credit
				

			 	
				
				  32
				

			 
	
				
				  2.04
				

			 	
				
				   
				

			 	
				
				  Prepayments
				

			 	
				
				  40
				

			 
	
				
				  2.05
				

			 	
				
				   
				

			 	
				
				  Termination or Reduction of
				  Commitments
				

			 	
				
				  41
				

			 
	
				
				  2.06
				

			 	
				
				   
				

			 	
				
				  Maturity and Amortization
				

			 	
				
				  42
				

			 
	
				
				  2.07
				

			 	
				
				   
				

			 	
				
				  Interest
				

			 	
				
				  43
				

			 
	
				
				  2.08
				

			 	
				
				   
				

			 	
				
				  Fees
				

			 	
				
				  43
				

			 
	
				
				  2.09
				

			 	
				
				   
				

			 	
				
				  Computation of Interest and
				  Fees
				

			 	
				
				  43
				

			 
	
				
				  2.10
				

			 	
				
				   
				

			 	
				
				  Evidence of Debt
				

			 	
				
				  44
				

			 
	
				
				  2.11
				

			 	
				
				   
				

			 	
				
				  Payments Generally; Administrative
				  Agent’s Clawback
				

			 	
				
				  44
				

			 
	
				
				  2.12
				

			 	
				
				   
				

			 	
				
				  Sharing of Payments by
				  Lenders
				

			 	
				
				  46
				

			 
	
				
				  2.13
				

			 	
				
				   
				

			 	
				
				  Joint and Several Liability of
				  Borrowers
				

			 	
				
				  46
				

			 
	
				
				  2.14
				

			 	
				
				   
				

			 	
				
				  Appointment of FIG
				

			 	
				
				  48
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE III
				

			 	
				
				   
				

			 	
				
				  TAXES, YIELD PROTECTION AND
				  ILLEGALITY
				

			 	
				
				  48
				

			 
	
				
				  3.01
				

			 	
				
				   
				

			 	
				
				  Taxes
				

			 	
				
				  48
				

			 
	
				
				  3.02
				

			 	
				
				   
				

			 	
				
				  Illegality
				

			 	
				
				  50
				

			 
	
				
				  3.03
				

			 	
				
				   
				

			 	
				
				  Inability to Determine Rates
				

			 	
				
				  50
				

			 
	
				
				  3.04
				

			 	
				
				   
				

			 	
				
				  Increased Costs
				

			 	
				
				  51
				

			 
	
				
				  3.05
				

			 	
				
				   
				

			 	
				
				  Compensation for Losses
				

			 	
				
				  52
				

			 
	
				
				  3.06
				

			 	
				
				   
				

			 	
				
				  Mitigation Obligations; Replacement
				  of Lenders
				

			 	
				
				  52
				

			 
	
				
				  3.07
				

			 	
				
				   
				

			 	
				
				  Survival
				

			 	
				
				  53
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE IV
				

			 	
				
				   
				

			 	
				
				  GUARANTY
				

			 	
				
				  53
				

			 
	
				
				  4.01
				

			 	
				
				   
				

			 	
				
				  The Guaranty
				

			 	
				
				  53
				

			 
	
				
				  4.02
				

			 	
				
				   
				

			 	
				
				  Obligations Unconditional
				

			 	
				
				  53
				

			 
	
				
				  4.03
				

			 	
				
				   
				

			 	
				
				  Reinstatement
				

			 	
				
				  54
				

			 
	
				
				  4.04
				

			 	
				
				   
				

			 	
				
				  Certain Additional Waivers
				

			 	
				
				  55
				

			 
	
				
				  4.05
				

			 	
				
				   
				

			 	
				
				  Remedies
				

			 	
				
				  55
				

			 
	
				
				  4.06
				

			 	
				
				   
				

			 	
				
				  Rights of Contribution
				

			 	
				
				  55
				

			 
	
				
				  4.07
				

			 	
				
				   
				

			 	
				
				  Guarantee of Payment; Continuing
				  Guarantee
				

			 	
				
				  55
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE V
				

			 	
				
				   
				

			 	
				
				  CONDITIONS PRECEDENT TO CREDIT
				  EXTENSIONS
				

			 	
				
				  55
				

			 
	
				
				  5.01
				

			 	
				
				   
				

			 	
				
				  Conditions of Initial Credit
				  Extension
				

			 	
				
				  55
				

			 
	
				
				  5.02
				

			 	
				
				   
				

			 	
				
				  Conditions to all Credit
				  Extensions
				

			 	
				
				  58
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 


	 
		
	 

	 

	 
 

	 
			
				
				  ARTICLE VI
				

			 	
				
				   
				

			 	
				
				  REPRESENTATIONS AND
				  WARRANTIES
				

			 	
				
				  59
				

			 
	
				
				  6.01
				

			 	
				
				   
				

			 	
				
				  Existence, Qualification and
				  Power
				

			 	
				
				  59
				

			 
	
				
				  6.02
				

			 	
				
				   
				

			 	
				
				  Authorization; No
				  Contravention
				

			 	
				
				  59
				

			 
	
				
				  6.03
				

			 	
				
				   
				

			 	
				
				  Governmental Authorization; Other
				  Consents
				

			 	
				
				  59
				

			 
	
				
				  6.04
				

			 	
				
				   
				

			 	
				
				  Binding Effect
				

			 	
				
				  59
				

			 
	
				
				  6.05
				

			 	
				
				   
				

			 	
				
				  Financial Statements; No Material
				  Adverse Effect
				

			 	
				
				  60
				

			 
	
				
				  6.06
				

			 	
				
				   
				

			 	
				
				  Litigation
				

			 	
				
				  60
				

			 
	
				
				  6.07
				

			 	
				
				   
				

			 	
				
				  No Defaul
				

			 	
				
				  61
				

			 
	
				
				  6.08
				

			 	
				
				   
				

			 	
				
				  Ownership of Property; Liens
				

			 	
				
				  61
				

			 
	
				
				  6.09
				

			 	
				
				   
				

			 	
				
				  Environmental Compliance
				

			 	
				
				  61
				

			 
	
				
				  6.10
				

			 	
				
				   
				

			 	
				
				  Insurance
				

			 	
				
				  62
				

			 
	
				
				  6.11
				

			 	
				
				   
				

			 	
				
				  Taxes
				

			 	
				
				  62
				

			 
	
				
				  6.12
				

			 	
				
				   
				

			 	
				
				  ERISA Compliance
				

			 	
				
				  62
				

			 
	
				
				  6.13
				

			 	
				
				   
				

			 	
				
				  Subsidiaries/Equity Interests

				

			 	
				
				  62
				

			 
	
				
				  6.14
				

			 	
				
				   
				

			 	
				
				  Margin Regulations; Investment
				  Company Act
				

			 	
				
				  63
				

			 
	
				
				  6.15
				

			 	
				
				   
				

			 	
				
				  Disclosure
				

			 	
				
				  63
				

			 
	
				
				  6.16
				

			 	
				
				   
				

			 	
				
				  Compliance with Laws
				

			 	
				
				  64
				

			 
	
				
				  6.17
				

			 	
				
				   
				

			 	
				
				  Intellectual Property; Licenses,
				  Etc.
				

			 	
				
				  64
				

			 
	
				
				  6.18
				

			 	
				
				   
				

			 	
				
				  Solvency
				

			 	
				
				  64
				

			 
	
				
				  6.19
				

			 	
				
				   
				

			 	
				
				  Perfection of Security Interests in
				  the Collateral
				

			 	
				
				  64
				

			 
	
				
				  6.20
				

			 	
				
				   
				

			 	
				
				  Property Information/ Legal
				  Identification
				

			 	
				
				  64
				

			 
	
				
				  6.21
				

			 	
				
				   
				

			 	
				
				  Management Agreements/Other
				  Agreements/Intercompany Debt
				

			 	
				
				  64
				

			 
	
				
				  6.22
				

			 	
				
				   
				

			 	
				
				  Brokers’ Fees
				

			 	
				
				  65
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE VII
				

			 	
				
				   
				

			 	
				
				  AFFIRMATIVE COVENANTS
				

			 	
				
				  65
				

			 
	
				
				  7.01
				

			 	
				
				   
				

			 	
				
				  Financial Statements
				

			 	
				
				  65
				

			 
	
				
				  7.02
				

			 	
				
				   
				

			 	
				
				  Certificates; Other
				  Information
				

			 	
				
				  66
				

			 
	
				
				  7.03
				

			 	
				
				   
				

			 	
				
				  Notices
				

			 	
				
				  68
				

			 
	
				
				  7.04
				

			 	
				
				   
				

			 	
				
				  Payment of Obligations
				

			 	
				
				  68
				

			 
	
				
				  7.05
				

			 	
				
				   
				

			 	
				
				  Preservation of Existence,
				  Etc.
				

			 	
				
				  68
				

			 
	
				
				  7.06
				

			 	
				
				   
				

			 	
				
				  Maintenance of Properties
				

			 	
				
				  69
				

			 
	
				
				  7.07
				

			 	
				
				   
				

			 	
				
				  Maintenance of Insurance
				

			 	
				
				  69
				

			 
	
				
				  7.08
				

			 	
				
				   
				

			 	
				
				  Compliance with Laws
				

			 	
				
				  69
				

			 
	
				
				  7.09
				

			 	
				
				   
				

			 	
				
				  Books and Records
				

			 	
				
				  69
				

			 
	
				
				  7.10
				

			 	
				
				   
				

			 	
				
				  Inspection Rights
				

			 	
				
				  69
				

			 
	
				
				  7.11
				

			 	
				
				   
				

			 	
				
				  Use of Proceeds
				

			 	
				
				  70
				

			 
	
				
				  7.12
				

			 	
				
				   
				

			 	
				
				  Additional Fortress Entities or
				  Subsidiaries
				

			 	
				
				  70
				

			 
	
				
				  7.13
				

			 	
				
				   
				

			 	
				
				  ERISA Compliance
				

			 	
				
				  71
				

			 
	
				
				  7.14
				

			 	
				
				   
				

			 	
				
				  Pledged Assets
				

			 	
				
				  71
				

			 
	
				
				  7.15
				

			 	
				
				   
				

			 	
				
				  Management and Promote Fees
				

			 	
				
				  71
				

			 
	
				
				  7.16
				

			 	
				
				   
				

			 	
				
				  Distributions of Income to the Loan
				  Parties
				

			 	
				
				  72
				

			 
	
				
				  7.17
				

			 	
				
				   
				

			 	
				
				  Non-Competes
				

			 	
				
				  72
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE VIII
				

			 	
				
				   
				

			 	
				
				  NEGATIVE COVENANTS
				

			 	
				
				  73
				

			 
	
				
				  8.01
				

			 	
				
				   
				

			 	
				
				  Liens
				

			 	
				
				  73
				

			 
	
				
				  8.02
				

			 	
				
				   
				

			 	
				
				  Investments
				

			 	
				
				  74
				

			 
	
				
				  8.03
				

			 	
				
				   
				

			 	
				
				  Indebtedness
				

			 	
				
				  75
				

			 
	
				
				  8.04
				

			 	
				
				   
				

			 	
				
				  Fundamental Changes
				

			 	
				
				  76
				

			 
	
				
				  8.05
				

			 	
				
				   
				

			 	
				
				  Dispositions; Ownership of Promote
				  Fees
				

			 	
				
				  76
				

			 
	
				
				  8.06
				

			 	
				
				   
				

			 	
				
				  Restricted Payments
				

			 	
				
				  77
				

			 
	
				
				  8.07
				

			 	
				
				   
				

			 	
				
				  Change in Nature of Business
				

			 	
				
				  78
				

			 

 





	 
		ii
	 

	 

	 
 

	 
			
				
				  8.08
				

			 	
				
				   
				

			 	
				
				  Transactions with Affiliates and
				  Insiders
				

			 	
				
				  78
				

			 
	
				
				  8.09
				

			 	
				
				   
				

			 	
				
				  Burdensome Agreements
				

			 	
				
				  79
				

			 
	
				
				  8.10
				

			 	
				
				   
				

			 	
				
				  Financial Covenants
				

			 	
				
				  79
				

			 
	
				
				  8.11
				

			 	
				
				   
				

			 	
				
				  Prepayment of Other Indebtedness,
				  Etc.
				

			 	
				
				  80
				

			 
	
				
				  8.12
				

			 	
				
				   
				

			 	
				
				  Organization Documents; Fiscal Year;
				  Legal Name, State of Formation and Form of Entity
				

			 	
				
				  80
				

			 
	
				
				  8.13
				

			 	
				
				   
				

			 	
				
				  Sale Leasebacks
				

			 	
				
				  80
				

			 
	
				
				  8.14
				

			 	
				
				   
				

			 	
				
				  Capital Expenditures
				

			 	
				
				  80
				

			 
	
				
				  8.15
				

			 	
				
				   
				

			 	
				
				  Management Agreements
				

			 	
				
				  80
				

			 
	
				
				  8.16
				

			 	
				
				   
				

			 	
				
				  Executive Compensation
				

			 	
				
				  81
				

			 
	
				
				  8.17
				

			 	
				
				   
				

			 	
				
				  Equity Issuance
				

			 	
				
				  81
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE IX
				

			 	
				
				   
				

			 	
				
				  EVENTS OF DEFAULT AND
				  REMEDIES
				

			 	
				
				  81
				

			 
	
				
				  9.01
				

			 	
				
				   
				

			 	
				
				  Events of Default
				

			 	
				
				  81
				

			 
	
				
				  9.02
				

			 	
				
				   
				

			 	
				
				  Remedies Upon Event of
				  Default
				

			 	
				
				  83
				

			 
	
				
				  9.03
				

			 	
				
				   
				

			 	
				
				  Application of Funds
				

			 	
				
				  84
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE X
				

			 	
				
				   
				

			 	
				
				  ADMINISTRATIVE AGENT
				

			 	
				
				  85
				

			 
	
				
				  10.01
				

			 	
				
				   
				

			 	
				
				  Appointment and Authority
				

			 	
				
				  85
				

			 
	
				
				  10.02
				

			 	
				
				   
				

			 	
				
				  Rights as a Lender
				

			 	
				
				  85
				

			 
	
				
				  10.03
				

			 	
				
				   
				

			 	
				
				  Exculpatory Provisions
				

			 	
				
				  86
				

			 
	
				
				  10.04
				

			 	
				
				   
				

			 	
				
				  Reliance by Administrative
				  Agent
				

			 	
				
				  86
				

			 
	
				
				  10.05
				

			 	
				
				   
				

			 	
				
				  Delegation of Duties
				

			 	
				
				  87
				

			 
	
				
				  10.06
				

			 	
				
				   
				

			 	
				
				  Resignation of Administrative
				  Agent
				

			 	
				
				  87
				

			 
	
				
				  10.07
				

			 	
				
				   
				

			 	
				
				  Non-Reliance on Administrative Agent
				  and Other Lenders
				

			 	
				
				  88
				

			 
	
				
				  10.08
				

			 	
				
				   
				

			 	
				
				  No Other Duties; Etc.
				

			 	
				
				  88
				

			 
	
				
				  10.09
				

			 	
				
				   
				

			 	
				
				  Administrative Agent May File Proofs
				  of Claim
				

			 	
				
				  88
				

			 
	
				
				  10.10
				

			 	
				
				   
				

			 	
				
				  Collateral and Guaranty
				  Matters
				

			 	
				
				  89
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE XI
				

			 	
				
				   
				

			 	
				
				  MISCELLANEOUS
				

			 	
				
				  89
				

			 
	
				
				  11.01
				

			 	
				
				   
				

			 	
				
				  Amendments, Etc.
				

			 	
				
				  89
				

			 
	
				
				  11.02
				

			 	
				
				   
				

			 	
				
				  Notices and Other Communications;
				  Facsimile Copies
				

			 	
				
				  91
				

			 
	
				
				  11.03
				

			 	
				
				   
				

			 	
				
				  No Waiver; Cumulative
				  Remedies
				

			 	
				
				  92
				

			 
	
				
				  11.04
				

			 	
				
				   
				

			 	
				
				  Expenses; Indemnity; and Damage
				  Waiver
				

			 	
				
				  93
				

			 
	
				
				  11.05
				

			 	
				
				   
				

			 	
				
				  Payments Set Aside
				

			 	
				
				  94
				

			 
	
				
				  11.06
				

			 	
				
				   
				

			 	
				
				  Successors and Assigns
				

			 	
				
				  94
				

			 
	
				
				  11.07
				

			 	
				
				   
				

			 	
				
				  Treatment of Certain Information;
				  Confidentiality
				

			 	
				
				  98
				

			 
	
				
				  11.08
				

			 	
				
				   
				

			 	
				
				  Set-off
				

			 	
				
				  99
				

			 
	
				
				  11.09
				

			 	
				
				   
				

			 	
				
				  Interest Rate Limitation
				

			 	
				
				  99
				

			 
	
				
				  11.10
				

			 	
				
				   
				

			 	
				
				  Counterparts; Integration;
				  Effectiveness
				

			 	
				
				  99
				

			 
	
				
				  11.11
				

			 	
				
				   
				

			 	
				
				  Survival of Representations and
				  Warranties
				

			 	
				
				  100
				

			 
	
				
				  11.12
				

			 	
				
				   
				

			 	
				
				  Severability
				

			 	
				
				  100
				

			 
	
				
				  11.13
				

			 	
				
				   
				

			 	
				
				  Replacement of Lenders
				

			 	
				
				  100
				

			 
	
				
				  11.14
				

			 	
				
				   
				

			 	
				
				  Governing Law; Jurisdiction;
				  Etc.
				

			 	
				
				  101
				

			 
	
				
				  11.15
				

			 	
				
				   
				

			 	
				
				  Waiver of Right to Trial by
				  Jury
				

			 	
				
				  101
				

			 
	
				
				  11.16
				

			 	
				
				   
				

			 	
				
				  USA PATRIOT Act Notice
				

			 	
				
				  102
				

			 
	
				
				  11.17
				

			 	
				
				   
				

			 	
				
				  Judgment Currency
				

			 	
				
				  102
				

			 
	
				
				  11.18
				

			 	
				
				   
				

			 	
				
				  No Advisory or Fiduciary
				  Responsibility
				

			 	
				
				  102
				

			 

 





	 
		iii
	 

	 

	 
 

	 
		SCHEDULES
	 

	 
		 
	 

	 
			
				
				  2.01
				

			 	
				
				   
				

			 	
				
				  Commitments and Applicable
				  Percentages
				

			 	
				
				   
				

			 
	
				
				  2.03
				

			 	
				
				   
				

			 	
				
				  Existing Letters of Credit
				

			 	
				
				   
				

			 
	
				
				  6.13
				

			 	
				
				   
				

			 	
				
				  Corporate Organization and
				  Subsidiaries
				

			 	
				
				   
				

			 
	
				
				  6.20
				

			 	
				
				   
				

			 	
				
				  Property Information
				

			 	
				
				   
				

			 
	
				
				  6.21
				

			 	
				
				   
				

			 	
				
				  Management Agreements
				

			 	
				
				   
				

			 
	
				
				  8.01
				

			 	
				
				   
				

			 	
				
				  Liens
				

			 	
				
				   
				

			 
	
				
				  8.02
				

			 	
				
				   
				

			 	
				
				  Investments
				

			 	
				
				   
				

			 
	
				
				  8.03
				

			 	
				
				   
				

			 	
				
				  Indebtedness
				

			 	
				
				   
				

			 
	
				
				  11.02
				

			 	
				
				   
				

			 	
				
				  Certain Addresses for Notices

				

			 	
				
				   
				

			 
	
				
				  11.06
				

			 	
				
				   
				

			 	
				
				  Processing and Recordation
				  Fees
				

			 	
				
				   
				

			 

 

	 
		EXHIBITS
	 

	 
		 
	 

	 
			
				
				  2.02
				

			 	
				
				   
				

			 	
				
				  Form of Loan Notice
				

			 	
				
				   
				

			 
	
				
				  2.10(a)(i)
				

			 	
				
				   
				

			 	
				
				  Form of Revolving Note
				

			 	
				
				   
				

			 
	
				
				  2.10(a)(ii)
				

			 	
				
				   
				

			 	
				
				  Form of Term Loan A-1 Note
				

			 	
				
				   
				

			 
	
				
				  2.10(a)(iii)
				

			 	
				
				   
				

			 	
				
				  Form of Term Loan A-2 Note
				

			 	
				
				   
				

			 
	
				
				  2.10(a)(iv)
				

			 	
				
				   
				

			 	
				
				  Form of Term Loan B Note
				

			 	
				
				   
				

			 
	
				
				  7.02
				

			 	
				
				   
				

			 	
				
				  Form of Compliance
				  Certificate
				

			 	
				
				   
				

			 
	
				
				  7.12
				

			 	
				
				   
				

			 	
				
				  Form of Joinder Agreement
				

			 	
				
				   
				

			 
	
				
				  11.07
				

			 	
				
				   
				

			 	
				
				  Form of Assignment and
				  Assumption
				

			 	
				
				   
				

			 

 





	 
		iv
	 

	 

	 
 

	 
		AMENDED AND RESTATED
	 

	 
		CREDIT AGREEMENT
	 

	 
		This AMENDED AND RESTATED CREDIT AGREEMENT
		is entered into as of June 23, 2006 among Fortress Investment Group LLC, a
		Delaware limited liability company (“FIG”), and
		the other Borrowers (defined herein), the Guarantors (defined herein), the
		Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and
		L/C Issuer.
	 

	 
		The Borrowers, certain subsidiaries and
		affiliates of the Borrowers as guarantors, certain lenders party thereto and
		Bank of America, N.A., as administrative agent and letter of credit issuer
		entered into that certain Credit Agreement, dated as of March 31, 2005 (as
		amended and modified from time to time prior to the date hereof, the
		“Existing Credit Agreement”).
	 

	 
		The Borrowers wish to amend and restate the
		Existing Credit Agreement to provide for $750 million in credit facilities for
		the purposes set forth herein, and the Lenders are willing to do so on the
		terms and conditions set forth herein.
	 

	 
		In consideration of the mutual covenants and
		agreements herein contained, the parties hereto covenant and agree as
		follows:
	 

	 
		ARTICLE I
	 

	 
		DEFINITIONS AND ACCOUNTING TERMS
	 

	 
			
				
				  1.01
				

			 	
				
				  Defined Terms.
				

			 

 

	 
		As used in this Agreement, the following
		terms shall have the meanings set forth below:
	 

	 
		“Acquisition”, by any Person, means the acquisition by such
		Person, in a single transaction or in a series of related transactions, of all
		or substantially all of the Property of another Person or at least a majority
		of the Voting Stock of another Person, in each case whether or not involving a
		merger or consolidation with such other Person and whether for cash, property,
		services, assumption of Indebtedness, securities or otherwise.
	 

	 
		“Administrative Agent” means Bank of America in its capacity as
		administrative agent under any of the Loan Documents, or any successor
		administrative agent.
	 

	 
		“Administrative
		Agent’s Office” means the
		Administrative Agent’s address and, as appropriate, account as set forth
		on Schedule 11.02 or such other address or account as the Administrative
		Agent may from time to time notify to the Borrowers and the Lenders.
	 

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

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


	 
		
	 

	 

	 
 

	 
		“Aggregate Revolving Commitments” means the Revolving Commitments of all the
		Revolving Lenders. The amount of Aggregate Revolving Commitments in effect as
		of the Closing Date is ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000).

	 

	 
		“Aggregate Term Loan A-1 Commitments” means the Term Loan A-1 Commitments of all the
		Term Loan A-1 Lenders. The amount of the Aggregate Term Loan A-1 Commitments in
		effect on the Closing Date is THREE HUNDRED MILLION DOLLARS
		($300,000,000).
	 

	 
		“Aggregate Term Loan A-2 Commitments” means the Term Loan A-2 Commitments of all the
		Term Loan A-2 Lenders. The amount of the Aggregate Term Loan A-2 Commitments in
		effect on the Closing Date is FIFTY MILLION DOLLARS ($50,000,000).
	 

	 
		“Aggregate Term Loan B Commitments” means the Term Loan B Commitments of all the Term
		Loan B Lenders. The amount of the Aggregate Term Loan B Commitments is TWO
		HUNDRED FIFTY MILLION DOLLARS ($250,000,000).
	 

	 
		“Agreement” means this
		Credit Agreement.
	 

	 
		“Alternative Currency”
		means Canadian Dollars, British Pounds Sterling, and each other currency (other
		than Dollars) that is approved by the Administrative Agent in its sole
		discretion.
	 

	 
		“Alternative Currency Equivalent” means, at any time, with respect to any amount
		denominated in Dollars, the equivalent amount thereof in the applicable
		Alternative Currency as determined by the Administrative Agent or the L/C
		Issuer, as applicable, at such time on the basis of the Spot Rate (determined
		as of the most recent Revaluation Date) for the purchase of such Alternative
		Currency with Dollars.
	 

	 
		“Alternative Currency Letter of Credit Sublimit” means an amount equal to $10,000,000. The
		Alternative Currency Letter of Credit Sublimit is part of, and not in addition
		to, the Letter of Credit Sublimit.
	 

	 
		“Applicable Percentage” means, (a) with respect to each Revolving
		Lender’s Revolving Commitment at any time, the percentage (carried out to
		the ninth decimal place) of the Aggregate Revolving Commitments represented by
		such Revolving Lender’s Revolving Commitment at such time; provided that
		if the commitment of each Revolving Lender to make Revolving Loans and the
		obligation of the L/C Issuer to make L/C Credit Extensions has been terminated
		pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired,
		then the Applicable Percentage of each Revolving Lender shall be determined
		based on the Applicable Percentage of such Revolving Lender most recently in
		effect, giving effect to any subsequent assignments, (b) with respect to such
		Term A-1 Lender’s portion of the outstanding Term A-1 Loans at any time,
		the percentage (carried out to the ninth decimal place) of the Aggregate Term
		Loan A-1 Commitments represented by such Term Loan A-1 Lender’s Term Loan
		A-1 Commitment at such time, provided that if the commitment of each Term Loan
		A-1 Lender to make Term A-1 Loans has been terminated pursuant to
		Section 9.02 or if the Aggregate Term Loan A-1 Commitments have
		expired, then the Applicable Percentage of each Term Loan A-1 Lender shall be
		determined based on the outstanding principal amount of the Term A-1 Loans held
		by such Term Loan A-1 Lender at such time, (c) with respect to such Term A-2
		Lender’s portion of the outstanding Term A-2 Loans at any time, the
		percentage (carried out to the ninth decimal place) of the Aggregate Term Loan
		A-2 Commitments represented by such Term Loan A-2 Lender’s Term Loan A-2
		Commitment at such time, provided that if the commitment of each Term Loan A-2
		Lender to make Term A-2 Loans has been terminated pursuant to Section 9.02 or if the Aggregate Term Loan A-2 Commitments have
		expired, then the Applicable Percentage of each Term Loan A-2 Lender shall be
		determined based on the outstanding 
	 



	 
		2
	 

	 

	 
 

	 
		principal amount of the Term A-2 Loans held
		by such Term Loan A-2 Lender at such time and (d) with respect to such Term B
		Lender’s portion of the outstanding Term B Loans at any time, the
		Applicable Percentage shall be determined based on the outstanding principal
		amount of the Term B Loans held by such Term Loan B Lender at such time. The
		initial Applicable Percentage of each Lender is set forth opposite the name of
		such Lender on Schedule
		2.01 or, if applicable, in the
		Assignment and Assumption pursuant to which such Lender becomes a party hereto,
		as applicable.
	 

	 
		“Applicable Rate” means (a) prior to the completion of the IPO,
		with respect to (i) Eurodollar Rate Loans, 2.00%, (ii) Base Rate
		Loans, 1.00%, (iii) Commitment Fees, 0.375% and (iv) Letter of Credit Fees,
		2.00% and (b) on and subsequent to the completion of the IPO, with respect to
		(i) Eurodollar Rate Loans, 1.50%, (ii) Base Rate Loans, 0.50%,
		(iii) Commitment Fees, 0.25% and (iv) Letter of Credit Fees,
		1.50%.
	 

	 
		“Applicable Time” means, with respect to any borrowings and
		payments in Alternative Currency, the local time in the place of settlement for
		Alternative Currency as may be determined by the L/C Issuer to be necessary for
		timely settlement on the relevant date in accordance with normal banking
		procedures in the place of payment. 
	 

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

	 
		“Assignee Group” means two or more Eligible Assignees that are
		Affiliates of one another or two or more Approved Fund Lenders managed by the
		same investment advisor.
	 

	 
		“Assignment and Assumption” means an assignment and assumption entered into
		by a Lender and an Eligible Assignee (with the consent of any party whose
		consent is required by Section
		11.06(b), and accepted by the
		Administrative Agent, in substantially the form of Exhibit 11.07 or
		any other form approved by the Administrative Agent.
	 

	 
		“Assignment of LLC Interests” means the assignment of interests in the equity
		owned by the Loan Parties in certain of their Subsidiaries executed in favor of
		the Administrative Agent, for the benefit of the Lenders, by each of the
		applicable Loan Parties.
	 

	 
		“Assignments of Interest in Management
		Agreements” means the assignments
		of interest in management agreements executed in favor of the Administration
		Agent, for the benefit of the Lenders, by each of the applicable Loan
		Parties.
	 

	 
		“Attributable Indebtedness” means, on any date, (a) in respect of any Capital
		Lease of any Person, the capitalized amount thereof that would appear on a
		balance sheet of such Person prepared as of such date in accordance with SBA,
		(b) in respect of any Synthetic Lease, the capitalized amount of the remaining
		lease payments under the relevant lease that would appear on a balance sheet of
		such Person prepared as of such date in accordance with SBA if such lease were
		accounted for as a Capital Lease, (c) in respect of any Securitization
		Transaction of any Person, the outstanding principal amount of such financing,
		after taking into account reserve accounts and making appropriate adjustments,
		determined by the Administrative Agent in its reasonable judgment and (d) in
		the case of any Sale and Leaseback Transaction, the present value (discounted
		in accordance with SBA at the debt rate implied in the applicable lease) of the
		obligations of the lessee for rental payments during the term of such
		lease.
	 

	 
		“Audited Financial Statements” means the audited combined balance sheet of the
		Fortress Entities and their respective Subsidiaries for the fiscal year ended
		December 31, 2005, and the related combined 
	 



	 
		3
	 

	 

	 
 

	 
		statements of income or operations,
		shareholders’ equity and cash flows for such fiscal year of the Fortress
		Entities and their respective Subsidiaries, including the notes thereto.

	 

	 
		“Availability Period”  means, with respect to the Revolving
		Commitments, the period from and including the Closing Date to the earliest of
		(i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving
		Commitments pursuant to Section
		2.05, and (iii) the date of termination
		of the commitment of each Revolving Lender to make Revolving Loans and of the
		obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
		Section 9.02 .
	 

	 
		“Bank of America” means Bank of America, N.A. and its
		successors.
	 

	 
		“BAS” means
		Banc of America Securities LLC, in its capacity as sole lead arranger and book
		manager.
	 

	 
		“Base Rate”
		means for any day a fluctuating rate per annum equal to the higher of (a) the
		Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for
		such day as publicly announced from time to time by Bank of America as its
		“prime rate.” The “prime rate” is a rate set by Bank of
		America based upon various factors including Bank of America’s costs and
		desired return, general economic conditions and other factors, and is used as a
		reference point for pricing some loans, which may be priced at, above, or below
		such announced rate. Any change in the “prime rate” announced by Bank
		of America shall take effect at the opening of business on the day specified in
		the public announcement of such change.
	 

	 
		“Base Rate Loan” means a Loan that bears interest based on the
		Base Rate.
	 

	 
		“Borrowers”
		means FIG, FPIH II, FPIH III, FPIH IV, FIG Partners Pool (A), FIG Partners Pool
		(P), FIG Partners Pool (P2) and Fortress Canada Management Trust and
		“Borrower” means any one of them.
	 

	 
		“Borrower Materials” has the meaning specified in Section 7.02.
	 

	 
		“Borrowing”
		means a borrowing consisting of simultaneous Loans of the same Type and, in the
		case of Eurodollar Rate Loans, having the same Interest Period made by each of
		the applicable Lenders pursuant to Section 2.01.
	 

	 
		“Business Day” means any day other than a Saturday, Sunday or
		other day on which commercial banks are authorized to close under the Laws of,
		or are in fact closed in, the state where the Administrative Agent’s
		Office is located and, if such day relates to any Eurodollar Rate Loan, means
		any such day on which dealings in Dollar deposits are conducted by and between
		banks in the London interbank eurodollar market.
	 

	 
		“Businesses”
		means, at any time, a collective reference to the businesses operated by the
		Borrowers, their Subsidiaries and Affiliates at such time.
	 

	 
		“Capital Expenditures” means, for any period, for any Person, all
		capital expenditures of such Person, as determined in accordance with
		SBA.
	 

	 
		“Capital Lease” means, as applied to any Person, any lease of any
		Property by that Person as lessee which, in accordance with SBA, is required to
		be accounted for as a capital lease on the balance sheet of that Person.

	 

	 
		“Cash Collateral Account” has the meaning set forth in the Cash Collateral
		Account Agreement.
	 



	 
		4
	 

	 

	 
 

	 
		“Cash Collateral Account Agreement” means the cash collateral account agreement
		executed in favor of the Administrative Agent, for the benefit of the Lenders,
		by each of the applicable Loan Parties.
	 

	 
		“Cash Collateralize” has the meaning specified in Section 2.03(g).
	 

	 
		“Cash Equivalents” means, as at any date, (a) securities issued
		or directly and fully guaranteed or insured by the United States or any agency
		or instrumentality thereof (provided that the full faith and credit of the
		United States is pledged in support thereof) having maturities of not more than
		twelve months from the date of acquisition, (b) Dollar denominated time
		deposits and certificates of deposit of (i) any Lender, (ii) any
		domestic commercial bank of recognized standing having capital and surplus in
		excess of $500,000,000 or (iii) any bank whose short-term commercial paper
		rating from S&P is at least A-1 or the equivalent thereof or from
		Moody’s is at least P-1 or the equivalent thereof (any such bank being an
		“Approved Bank”), in each case with maturities of not more than 270
		days from the date of acquisition, (c) commercial paper and variable or
		fixed rate notes issued by any Approved Bank (or by the parent company thereof)
		or any variable rate notes issued by, or guaranteed by, any domestic
		corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1
		(or the equivalent thereof) or better by Moody’s and maturing within six
		months of the date of acquisition, (d) repurchase agreements entered into
		by any Person with a bank or trust company (including any of the Lenders) or
		recognized securities dealer having capital and surplus in excess of
		$500,000,000 for direct obligations issued by or fully guaranteed by the United
		States in which such Person shall have a perfected first priority security
		interest (subject to no other Liens) and having, on the date of purchase
		thereof, a fair market value of at least 100% of the amount of the repurchase
		obligations and (e) Investments, classified in accordance with SBA as
		current assets, in money market investment programs registered under the
		Investment Company Act of 1940 which are administered by reputable financial
		institutions having capital of at least $500,000,000 and the portfolios of
		which are limited to Investments of the character described in the foregoing
		subdivisions (a) through (d).
	 

	 
		“Change in Law” means the occurrence, after the date of this
		Agreement, of any of the following: (a) the adoption or taking effect of any
		law, rule, regulation or treaty, (b) any change in any law, rule, regulation or
		treaty or in the administration, interpretation or application thereof by any
		Governmental Authority or (c) the making or issuance of any request, guideline
		or directive (whether or not having the force of law) by any Governmental
		Authority.
	 

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

	 
		(a) a Material Fortress Fund is not managed
		and advised by a Borrower or a Subsidiary of a Borrower other than as the
		result of (i) a scheduled orderly unwind of a Private Equity Fund that is not a
		result of investor request or (ii) a Permitted Management Function Transfer;
		or
	 

	 
		(b) prior to the IPO, Wesley R. Edens, Peter
		Briger and Michael Novogratz (together with their spouses, children, lawful
		heirs and beneficial trusts established for estate planning purposes and
		controlled directly or indirectly by one or more of Wesley R. Edens, Peter
		Briger and Michael Novogratz) fail to own directly or indirectly, in the
		aggregate, at least 51% of the economic interests and Voting Stock in either
		Borrower or FIH; or
	 

	 
		(c) following the IPO, any
		“person” or “group” (as such terms are used in Sections
		13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (i) any
		employee benefit plan of such person or its subsidiaries, and any person or
		entity acting in its capacity as trustee, agent or other fiduciary or
		administrator of any such plan, (ii) the Principals or any group which,
		directly or indirectly, is controlled by them or (iii) the holding company
		through which the IPO is
	 



	 
		5
	 

	 

	 
 

	 
		consummated) becomes the “beneficial
		owner” (as defined in Rules 13d 3 and 13d 5 under the Securities Exchange
		Act of 1934), directly or indirectly, of 35% or more of the combined voting
		power of all Voting Stock of a Borrower or FIH on a fully diluted basis.

	 

	 
		“Closing Date” means the date hereof.
	 

	 
		“Collateral”
		means a collective reference to all Property with respect to which Liens in
		favor of the Administrative Agent, for the benefit of itself and the Lenders,
		are purported to be granted pursuant to and in accordance with the terms of the
		Collateral Documents.
	 

	 
		“Collateral Documents” means a collective reference to the Security
		Agreement, the Pledge Agreement, the Assignment of LLC Interests, the
		Assignment of Interests in Management Agreements, the Cash Collateral Account
		Agreement, the Transfer Documents and such other security documents as may be
		executed and delivered by the Loan Parties pursuant to the terms of
		Section 7.14 or otherwise.
	 

	 
		“Collateral Value” means the sum of (a) the then fair market value
		of the stock of Newcastle and Eurocastle (and any other stock of a publicly
		traded entity acceptable to the Administrative Agent) that has been pledged to
		the Lenders pursuant to the Pledge Agreement and (b) all cash and Cash
		Equivalents (or other assets acceptable to the Lenders in their sole
		discretion) pledged to the Lenders on terms and subject to documentation
		acceptable to the Administrative Agent.
	 

	 
		“Commitment”
		means, as to each Lender, the Revolving Commitment of such Lender, the Term
		Loan A-1 Commitment of such Lender, the Term Loan A-2 Commitment of such Lender
		and/or the Term Loan B Commitment of such Lender.
	 

	 
		“Commitment Fees” has the meaning set forth in Section 2.08.
	 

	 
		“Compliance Certificate” means a certificate substantially in the form of
		Exhibit 7.02.
	 

	 
		“Contractual Obligation” means, as to any Person, any provision of any
		security issued by such Person or of any agreement, instrument or other
		undertaking to which such Person is a party or by which it or any of its
		property is bound, including, without limitation, any Management
		Agreement.
	 

	 
		“Control”
		means the possession, directly or indirectly, of the power to direct or cause
		the direction of the management or policies of a Person, whether through the
		ability to exercise voting power, by contract or otherwise.
		“Controlling” and “Controlled”
		have meanings correlative thereto. Without limiting the generality of the
		foregoing, a Person shall be deemed to be Controlled by another Person if such
		other Person possesses, directly or indirectly, power to vote 10% or more of
		the securities having ordinary voting power for the election of directors,
		managing general partners or the equivalent.
	 

	 
		“Credit Extension” means each of the following: (a) a Borrowing and
		(b) an L/C Credit Extension.
	 

	 
		“Credit Facility Swap
		Contract” means any Swap Contract entered
		into by a Loan Party with a Lender or an Affiliate of a Lender with respect to
		the Obligations. 
	 

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



	 
		6
	 

	 

	 
 

	 
		“Default” means any event
		or condition that constitutes an Event of Default or that, with the giving of
		any notice, the passage of time, or both, would be an Event of Default.
	 

	 
		“Default Rate” means (a) when used with respect to Obligations
		other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate
		plus (ii) the Applicable Rate, if any, applicable to Base
		Rate Loans plus (iii) 2% per annum; provided,
		however, that with respect to a Eurodollar Rate Loan, the
		Default Rate shall be an interest rate equal to the interest rate (including
		any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in
		each case to the fullest extent permitted by applicable Laws and (b) when used
		with respect to Letter of Credit Fees, a rate equal to the Applicable Rate
		plus 2% per annum.
	 

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

	 
		“Deferred Management and Incentive Fees” means the deferred management, incentive and
		performance fees from the Offshore Hedge Funds that are shown as an asset on
		the balance sheet of FIG from time to time.
	 

	 
		“Disposition” or “Dispose”
		means the sale, transfer, license, lease or other disposition (including any
		Sale and Leaseback Transaction) of any Property by a Loan Party (including the
		Equity Interests of any Subsidiary), including any sale, assignment, transfer
		or other disposal, with or without recourse, of any notes or accounts
		receivable or any rights and claims associated therewith, but excluding any
		Involuntary Disposition; it being understood that an Equity Issuance shall not
		be deemed to be a Disposition.
	 

	 
		“Distribution” means any dividend or distribution (whether in
		cash, securities or other Property) with respect to the Equity Interests of a
		Loan Party or any subsidiary.
	 

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

	 
		“Dollar Equivalent” means, at any time, (a) with respect to any
		amount denominated in Dollars, such amount and (b) with respect to any
		amount denominated in Alternative Currency, the equivalent amount thereof in
		Dollars as determined by the L/C Issuer at such time on the basis of the Spot
		Rate (determined as of the most recent Revaluation Date) for the purchase of
		Dollars with Alternative Currency.
	 

	 
		“Drawbridge Advisor Disposition” has the meaning set forth in Section 8.05(f).
	 

	 
		“Drawbridge Funds” mean Drawbridge Special Opportunities Fund LP,
		Drawbridge Special Opportunities Fund Ltd., Drawbridge Global Macro Fund LP,
		Drawbridge Global Macro Fund Ltd, Drawbridge RV Plus Fund LP, and Drawbridge RV
		Plus Fund Ltd., Drawbridge Long Dated Value Fund LP, Drawbridge Long
		Dated Value Fund (B) LP, Drawbridge Long Dated Value Fund II LP, Drawbridge
		Long Dated Value Fund II (B) LP, and Drawbridge Long Dated Value Fund II (C)
		LP.
	 

	 
		“EBITDA”
		means with respect to any Person (or any asset of any Person) for any period,
		without duplication an amount equal to the sum of (a) the Net Income of such
		Person (or attributable to such asset) for such period plus (b) depreciation
		and amortization, interest expense and income taxes deducted 
	 



	 
		7
	 

	 

	 
 

	 
		in calculating such Net Income, plus (c) any
		extraordinary or non-recurring losses deducted in calculating such Net Income,
		minus (d) any extraordinary or other non-recurring gains included in
		calculating such Net Income, minus (e) positive Net Income of any Joint Venture
		in which such Person or one of its Subsidiaries has an interest (to the extent
		of their interest in such Net Income) plus (f) any negative Net Income of any
		Joint Venture in which such Person or one of its Subsidiaries has an interest
		(to the extent included in the Net Income of such Person), plus (g) cash
		distributions received by such Person from Joint Ventures, minus (h) net
		investment income included in calculating such Net Income, minus (i) Promote
		Fees from Private Equity Funds included in such Net Income, plus (j) cash
		Promote Fees received from Private Equity Funds included in such Net Income;
		provided that, for purposes of this clause (j), (i) cash Promote
		Fees for the fourth fiscal quarter of any fiscal year shall also include cash
		Promote Fees received during the first seven Business Days of the first fiscal
		quarter of the following fiscal year and (ii) cash Promote Fees for the first
		fiscal quarter of any fiscal year shall exclude cash Promote Fees received
		during the first seven Business Days of such fiscal quarter, plus
		(k) non-cash bonus expenses relating to option grants to the extent
		deducted in calculating such Net Income, minus (l) executive compensation
		to the extent not included in such Net Income, plus (m) Rent Expense deducted
		in calculating such Net Income, minus (n) cash Rent Expense paid by such
		Person, minus (o) revenue recognized as a result of a grant of options received
		in connection with the performance of services or the closing of capital raises
		for the Fortress Funds to the extent such revenue was included in the
		calculation of such Net Income, plus (p) costs associated with Sportcastle
		Trust during 2005 to the extent deducted in calculating such Net Income, up to
		an aggregate amount not to exceed $4,000,000 during the term of this Agreement.
		Notwithstanding the above, (A) it is understood that EBITDA shall not include
		any amounts to be distributed as Promote Fees to equity holders of any Person
		other than a Loan Party and (B) upon the occurrence of a Permitted Management
		Function Transfer, EBITDA (as calculated for any present or past quarter) shall
		no longer include any income or expenses related to the applicable Fortress
		Fund (or any gains or losses related thereto).
	 

	 
		“Eligible Assets” means Property that is used or useful in the same
		or a similar line of business as the Loan Parties were engaged in on, and any
		Investments of the type that the Loan Parties had made on or prior to, the
		Closing Date (or any reasonable extensions or expansions thereof).
	 

	 
		“Eligible Assignee” means any Person that meets the requirements to
		be an assignee under Sections 11.06(b)(iii), (v) and (vi) (subject to such
		consents, if any, as may be required under Section 11.06(b)(iii)).
	 

	 
		“Environmental Laws” means any and all federal, state, local, foreign
		and other applicable statutes, laws, regulations, ordinances, rules, judgments,
		orders, decrees, permits, concessions, grants, franchises, licenses, agreements
		or governmental restrictions relating to pollution and the protection of the
		environment or the release of any materials into the environment, including
		those related to hazardous substances or wastes, air emissions and discharges
		to waste or public systems.
	 

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

	 
		“Equity Interests” means, with respect to any Person, all of the
		shares of capital stock of (or other ownership or profit interests in) such
		Person, all of the warrants, options or other rights for the purchase
	 



	 
		8
	 

	 

	 
 

	 
		or acquisition from such Person of shares of
		capital stock of (or other ownership or profit interests in) such Person, all
		of the securities convertible into or exchangeable for shares of capital stock
		of (or other ownership or profit interests in) such Person or warrants, rights
		or options for the purchase or acquisition from such Person of such shares (or
		such other interests), and all of the other ownership or profit interests in
		such Person (including partnership, member or trust interests therein), whether
		voting or nonvoting, and whether or not such shares, warrants, options, rights
		or other interests are outstanding on any date of determination.
	 

	 
		“Equity Issuance” means any issuance by any Loan Party to any
		Person other than a Loan Party or a Subsidiary of its Equity Interests, other
		than (a) any issuance of its Equity Interests pursuant to the exercise of
		options or warrants, (b) any issuance of its Equity Interests pursuant to the
		conversion of any debt securities to equity or the conversion of any class
		equity securities to any other class of equity securities, (c) any issuance of
		options or warrants relating to its Equity Interests, and (d) any issuance by a
		Loan Party of its Equity Interests as consideration for a Permitted
		Acquisition. The term “Equity Issuance” shall not be deemed to
		include any Disposition.
	 

	 
		“ERISA”
		means the Employee Retirement Income Security Act of 1974.
	 

	 
		“ERISA Affiliate” means any trade or business (whether or not
		incorporated) under common control with any Borrower within the meaning of
		Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o)
		of the Internal Revenue Code for purposes of provisions relating to Section 412
		of the Internal Revenue Code).
	 

	 
		“ERISA Event” means (a) a Reportable Event with respect to a
		Pension Plan; (b) a withdrawal by any Borrower or any ERISA Affiliate from a
		Pension Plan subject to Section 4063 of ERISA during a plan year in which it
		was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or
		a cessation of operations that is treated as such a withdrawal under Section
		4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any
		ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
		Plan is in reorganization; (d) the filing of a notice of intent to terminate,
		the treatment of a Plan amendment as a termination under Sections 4041 or 4041A
		of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
		Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
		under Section 4042 of ERISA for the termination of, or the appointment of a
		trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
		imposition of any material liability under Title IV of ERISA, other than for
		PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any
		Borrower or any ERISA Affiliate.
	 

	 
		“Eurocastle”
		means Eurocastle Investment Limited, a Guernsey Company.
	 

	 
		“Eurocastle Options” means the options on Eurocastle stock owned by
		the Loan Parties.
	 

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



	 
		9
	 

	 

	 
 

	 
		eurodollar market at their request at
		approximately 11:00 a.m. (London time) two Business Days prior to the
		commencement of such Interest Period.
	 

	 
		“Eurodollar Rate Loan” means a Loan that bears interest at a rate based
		on the Eurodollar Rate.
	 

	 
		“Event of Default” has the meaning specified in Section 9.01.
	 

	 
		“Excluded Management Agreements” means the Management Agreements identified on
		Schedule 6.21 that are subject to confidentiality agreements.
	 

	 
		“Excluded Taxes” means, with respect to the Administrative Agent,
		any Lender, the L/C Issuer or any other recipient of any payment to be made by
		or on account of any obligation of the Borrowers hereunder, (a) taxes imposed
		on or measured by its overall net income or gross receipts (however
		denominated), and franchise taxes imposed on it (in lieu of net income taxes),
		by the jurisdiction (or any political subdivision thereof) under the laws of
		which such recipient is organized or in which its principal office is located
		or, in the case of any Lender, in which its applicable Lending Office is
		located, (b) any branch profits taxes imposed by the United States or any
		similar tax imposed by any other jurisdiction and (c) in the case of a Foreign
		Lender (other than an assignee pursuant to a request by the Borrowers under
		Section 11.13), any withholding tax that is imposed on amounts
		payable to such Foreign Lender at the time such Foreign Lender becomes a party
		hereto (or designates a new Lending Office) or is attributable to such Foreign
		Lender’s failure or inability (other than as a result of a Change in Law)
		to comply with Section
		3.01(e), except to the extent that such
		Foreign Lender (or its assignor, if any) was entitled, at the time of
		designation of a new Lending Office (or assignment), to receive additional
		amounts from the Borrowers with respect to such withholding tax pursuant to
		Section 3.01(a).
	 

	 
		“Existing Credit Agreement” has the meaning set forth in the initial
		paragraphs hereto.
	 

	 
		“Existing Drawbridge Advisory Entity” has the meaning set forth in Section 8.05(f).
	 

	 
		“Existing Letters of Credit” means the Letters of Credit set forth on
		Schedule 2.03.
	 

	 
		“Extraordinary Receipts” means any cash received by or paid to or for the
		account of any Person, other than in the ordinary course of business, in
		respect of tax refunds, pension plan reversions, proceeds of insurance (other
		than proceeds of Recovery Events, proceeds of business interruption insurance
		to the extent such proceeds constitute compensation for lost earnings and
		proceeds from reinsurance received in the ordinary course of business),
		indemnity payments, purchase price adjustments received in connection with any
		purchase agreement (or other similar agreement), payments in respect of
		judgments or settlements of claims, litigation or proceedings and fees paid in
		connection with the unwinding of a Management Agreement or Material Fortress
		Fund other than an unwinding in the ordinary course at a stated termination;
		provided that Extraordinary Receipts shall not include cash
		receipts received from proceeds of indemnity payments or payments in respect of
		judgments or settlements of claims, litigation or proceedings to the extent
		that such proceeds, awards or payments are received by any Person in respect of
		any third party claim against or loss by such Person and promptly applied to
		pay (or to reimburse such Person for its prior payment of) such claim or loss
		and the costs and expenses of such Person with respect thereto so long as such
		application is commenced prior to or within 90 days after the receipt of such
		proceeds, awards or payments and that any such third party being so reimbursed
		shall not be a Loan Party or an Affiliate of a Loan Party.
	 

	 
		“FABP” means
		FABP LP, a Delaware limited partnership.
	 



	 
		10
	 

	 

	 
 

	 
		“Facilities”
		means, at any time, a collective reference to the facilities and real
		properties owned, leased or operated by any Loan Party or any
		Subsidiary.
	 

	 
		“Federal Funds Rate” means, for any day, the rate per annum equal to
		the weighted average of the rates on overnight federal funds transactions with
		members of the Federal Reserve System arranged by federal funds brokers on such
		day, as published by the Federal Reserve Bank of New York on the Business Day
		next succeeding such day; provided that
		(a) if such day is not a Business Day, the Federal Funds Rate for such day
		shall be such rate on such transactions on the next preceding Business Day as
		so published on the next succeeding Business Day, and (b) if no such rate is so
		published on such next succeeding Business Day, the Federal Funds Rate for such
		day shall be the average rate (rounded upward, if necessary, to a whole
		multiple of 1/100 of 1%) charged to Bank of America on such day on such
		transactions as determined by the Administrative Agent.
	 

	 
		“Fee Letter”
		means the letter agreement, dated June 7, 2006, among the Borrowers, the
		Administrative Agent and BAS.
	 

	 
		“FIF I”
		means Fortress Investment Fund I LLC, a Delaware limited liability
		company.
	 

	 
		“FIF II”
		means Fortress Investment Fund II LLC, a Delaware limited liability
		company.
	 

	 
		“FIF III”
		means Fortress Investment Fund III LP, a Delaware limited partnership.
	 

	 
		“FIF III (B)” means Fortress Investment Fund III
		(B) LP, a Delaware limited partnership.
	 

	 
		“FIF III (C)” means Fortress Investment Fund III
		(C) LP, a Cayman limited partnership.
	 

	 
		“FIF III (D)” means Fortress Investment Fund III
		(D) LP, a Delaware limited partnership.
	 

	 
		“FIF III (E)” means Fortress Investment Fund III
		(E) LP, a Delaware limited partnership.
	 

	 
		“FIF IV”
		means Fortress Investment Fund IV LP, a Delaware limited partnership.
	 

	 
		“FIF IV (B)” means Fortress Investment Fund IV
		(B) LP, a Delaware limited partnership.
	 

	 
		“FIF 
		IV (C)” means Fortress Investment Fund IV
		(C) LP, a Cayman limited partnership.
	 

	 
		“FIF IV (D)” means Fortress Investment Fund IV
		(D) LP, a Delaware limited partnership.
	 

	 
		“FIF IV (E)” means Fortress Investment Fund IV
		(E) LP, a Delaware limited partnership.
	 

	 
		“FIG” means
		Fortress Investment Group LLC, a Delaware limited liability company.
	 

	 
		“FIG Partners Pool (A)” means FIG Partners Pool (A) LLC, a Delaware
		limited liability company.
	 

	 
		“FIG Partners Pool (P)” means FIG Partners Pool (P) LLC, a Delaware
		limited liability company.
	 

	 
		“FIG Partners Pool (P2)” means FIG Partners Pool (P2) LLC, a Delaware
		limited liability company.
	 



	 
		11
	 

	 

	 
 

	 
		“FIG Promote Entities” means FIG Promote LLC, a Delaware limited
		liability company, FCF Promote LLC, a Delaware limited liability company, FIG
		Promote II LLC, a Delaware limited liability company, FIG Promote II KE LLC, a
		Delaware limited liability company, FCF Promote II LLC, a Delaware limited
		liability company, FCF Promote II KE LLC, a Delaware limited liability company,
		FIG Promote III LLC, a Delaware limited liability company, FIG Promote III KE
		LLC, a Delaware limited liability company, FCF Promote III LLC, a Delaware
		limited liability company, FCF Promote III KE LLC, a Delaware limited liability
		company and any similar entity created with respect to a Private Equity Fund to
		hold Promote Fees for Persons other than Loan Parties. 
	 

	 
		“FIH” means
		Fortress Investment Holdings LLC, a Delaware limited liability company.
	 

	 
		“Foreign Lender” means any Lender that is organized under the laws
		of a jurisdiction other than that in which the Borrowers are residents for tax
		purposes. For purposes of this definition, the United States, each State
		thereof and the District of Columbia shall be deemed to constitute a single
		jurisdiction. 
	 

	 
		“Foreign Subsidiary” means any Subsidiary that is a “controlled
		foreign corporation” as defined in Section 957 of the Internal Revenue
		Code.
	 

	 
		“Fortress Canada Management Trust” means Fortress Canada Management Trust, a
		Delaware business trust.
	 

	 
		“Fortress Entities” means FIH, FPIH II, FPIH III, FPIH IV, Fortress
		Canada Management Trust, FIG Partners Pool (A), FIG Partners Pool (P) and FIG
		Partners Pool (P2) and any other Person (other than a natural Person) who
		directly or indirectly owns the investment advisor, general partner or managing
		member of a Fortress Fund or who otherwise receives Promote Fees or Management
		Fees which are, directly or indirectly, payable to the Principals.
	 

	 
		“Fortress Financial Statements” has the meaning set forth in Section 5.01(c).
	 

	 
		“Fortress Funds” means each of (a) each of the entities set forth
		on Schedule 6.13(a)(ii) and (b) any other Private Equity Fund, Hedge Fund or
		any other public or private investment fund created after the Closing Date and
		managed, directly or indirectly, by a Loan Party or one of its Subsidiaries or
		Affiliates or any of its investment advisors; provided that portfolio companies
		of a Fortress Fund shall not be deemed to be a Fortress Fund. 
	 

	 
		“FPIH” means
		Fortress Principal Investment Holdings LLC, a Delaware limited liability
		company.
	 

	 
		“FPIH II”
		means Fortress Principal Investment Holdings II LLC, a Delaware limited
		liability company.
	 

	 
		“FPIH III”
		means Fortress Principal Investment Holdings III LLC, a Delaware limited
		liability company.
	 

	 
		“FPIH IV”
		means Fortress Principal Investment Holdings IV, LLC, a Delaware limited
		liability company.
	 

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

	 
		“Free Cash Flow” means, as to the Loan Parties for any period, an
		amount equal to (a) EBITDA for such period, less (b) the sum of (i) Interest
		Charges for such period plus (ii) Capital Expenditures
	 



	 
		12
	 

	 

	 
 

	 
		made during such period plus (iii) Permitted
		Tax Distributions during such period, plus (or minus) (c) the net realized
		gains (or losses) on investments during such period plus (d) dividends and
		interest from investments.
	 

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

	 
		“Funded Indebtedness” means, as to any Person at a particular time,
		without duplication, all of the following, whether or not included as
		indebtedness or liabilities in accordance with SBA:
	 

	 
		(a) all obligations for borrowed money,
		whether current or long-term (including the Obligations) and all obligations of
		such Person evidenced by bonds, debentures, notes, loan agreements or other
		similar instruments;
	 

	 
		(b) all purchase money Indebtedness;
	 

	 
		(c) the principal portion of all obligations
		under conditional sale or other title retention agreements relating to Property
		purchased by any Borrower or any Subsidiary (other than customary reservations
		or retentions of title under agreements with suppliers entered into in the
		ordinary course of business);
	 

	 
		(d) all obligations arising under letters of
		credit (including standby and commercial), bankers’ acceptances, bank
		guaranties, surety bonds and similar instruments;
	 

	 
		(e) all obligations in respect of the
		deferred purchase price of property or services (other than trade accounts
		payable in the ordinary course of business and, in each case, not past due for
		more than 60 days after the date on which such trade account payable was
		created);
	 

	 
		(f) the Attributable Indebtedness of Capital
		Leases, Sale and Leaseback Transactions, Synthetic Leases and Securitization
		Transactions;
	 

	 
		(g) all obligations of such Person to
		purchase, redeem, retire, defease or otherwise make any payment in respect of
		any Equity Interests in such Person or any other Person, valued, in the case of
		a redeemable preferred interest, at the greater of its voluntary or involuntary
		liquidation preference plus accrued and unpaid dividends; 
	 

	 
		(h) all Funded Indebtedness of others
		secured by (or for which the holder of such Funded Indebtedness has an existing
		right, contingent or otherwise, to be secured by) any Lien on, or payable out
		of the proceeds of production from, Property owned or acquired by such Person,
		whether or not the obligations secured thereby have been assumed;
	 

	 
		(i) all Guarantees with respect to Funded
		Indebtedness of the types specified in clauses (a) through (h) above of another
		Person; and
	 

	 
		(j) all Funded Indebtedness of the types
		referred to in clauses (a) through (j) above of any partnership or joint
		venture (other than a joint venture that is itself a corporation or limited
		liability company) in which such Person is a general partner or joint venturer,
		except to the extent that (i) such Funded Indebtedness is recourse to such
		Person solely as a result of such Person being a general partner of another
		Person and such Funded Indebtedness is non-recourse to any 
	 



	 
		13
	 

	 

	 
 

	 
		Loan Party or any other Subsidiary or
		(ii) such Funded Indebtedness is expressly made non-recourse to such
		Person.
	 

	 
		For purposes hereof, the amount of any
		direct obligation arising under letters of credit (including standby and
		commercial), bankers’ acceptances, bank guaranties, surety bonds and
		similar instruments shall be the maximum amount available to be drawn
		thereunder.
	 

	 
		“GAAP” means
		generally accepted accounting principles in the United States set forth in the
		opinions and pronouncements of the Accounting Principles Board and the American
		Institute of Certified Public Accountants and statements and pronouncements of
		the Financial Accounting Standards Board, consistently applied and as in effect
		from time to time or with respect to a Person organized outside of the United
		States, the generally accepted accounting principals of the applicable
		country.
	 

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

	 
		“Guarantee”
		means, as to any Person, (a) any obligation, contingent or otherwise, of such
		Person guaranteeing or having the economic effect of guaranteeing any
		Indebtedness or other obligation payable or performable by another Person (the
		“primary obligor”) in any manner, whether directly or indirectly, and
		including any obligation of such Person, direct or indirect, (i) to purchase or
		pay (or advance or supply funds for the purchase or payment of) such
		Indebtedness or other obligation, (ii) to purchase or lease property,
		securities or services for the purpose of assuring the obligee in respect of
		such Indebtedness or other obligation of the payment or performance of such
		Indebtedness or other obligation, (iii) to maintain working capital, equity
		capital or any other financial statement condition or liquidity or level of
		income or cash flow of the primary obligor so as to enable the primary obligor
		to pay such Indebtedness or other obligation, or (iv) entered into for the
		purpose of assuring in any other manner the obligee in respect of such
		Indebtedness or other obligation of the payment or performance thereof or to
		protect such obligee against loss in respect thereof (in whole or in part), or
		(b) any Lien on any assets of such Person securing any Indebtedness or other
		obligation of any other Person, whether or not such Indebtedness or other
		obligation is assumed by such Person. The amount of any Guarantee shall be
		deemed to be an amount equal to the stated or determinable amount of the
		related primary obligation, or portion thereof, in respect of which such
		Guarantee is made or, if not stated or determinable, the maximum reasonably
		anticipated liability in respect thereof as determined by the guaranteeing
		Person in good faith. The term “Guarantee” as a verb has a
		corresponding meaning.
	 

	 
		“Guarantors”
		means (1) each Fortress Entity that is not a Borrower, (2) each Material
		Subsidiary of a Fortress Entity, (3) each other Person that directly or
		indirectly owns an interest in a Fortress Fund or a general partner or managing
		member of a Fortress Fund (other than the Principals and, subsequent to the
		IPO, the public shareholders or any Person (other than a Fortress Entity) owned
		directly by the public shareholders) unless, in each case, (i) such Person
		being a Guarantor would require the consent of a third party or is otherwise
		contractually prohibited or (ii) such Person (A) is an investment advisory
		affiliate formed to act as a general partner or investment manager to a
		Fortress Fund and (B) is not wholly-owned by a Loan Party or Subsidiary (or
		will not be wholly-owned within the next twelve months of the formation of such
		Person), including those persons identified as a “Guarantor” on the
		signature pages hereto and (4) each other Person that joins as a Guarantor
		pursuant to Section 7.12 or otherwise, together with their successors and
		permitted assigns; provided that (x) no Foreign Subsidiary shall be a Guarantor
		if being a Guarantor would result in an adverse tax consequence and (y) none of
		Drawbridge Special Opportunities 
	 



	 
		14
	 

	 

	 
 

	 
		Advisors LLC, Drawbridge Relative Value
		Advisors LLC or Drawbridge Global Macro Advisors LLC shall be a
		Guarantor.
	 

	 
		“Guaranty”
		means the Guaranty made by the Guarantors in favor of the Administrative Agent
		and the Lenders pursuant to Article
		IV.
	 

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

	 
		“Hedge Funds” means the Drawbridge Funds, Fortress Partners
		Fund LP and any other hedge fund created after the Closing Date and managed,
		directly or indirectly, by a Loan Party or one of its Subsidiaries or
		Affiliates or any of the investment advisors of the foregoing. 
	 

	 
		“Honor Date”
		has the meaning set forth in Section
		2.03(c).
	 

	 
		“Indebtedness” means, as to any Person at a particular time,
		without duplication, all of the following, whether or not included as
		indebtedness or liabilities in accordance with SBA:
	 

	 
		(a) all Funded Indebtedness;
	 

	 
		(b) the Swap Termination Value of any Swap
		Contract;
	 

	 
		(c) all Guarantees with respect to
		outstanding Indebtedness of the types specified in clauses (a) and (b) above of
		any other Person; and
	 

	 
		(d) all Indebtedness of the types referred
		to in clauses (a) through (c) above of any partnership or joint venture (other
		than a joint venture that is itself a corporation or limited liability company)
		in which such Person is a general partner or joint venturer, except to the
		extent that (i) such Funded Indebtedness is recourse to such Person solely
		as a result of such Person being a general partner of another Person and such
		Funded Indebtedness is non-recourse to any Loan Party or any other Subsidiary
		or (ii) such Indebtedness is expressly made non-recourse to such
		Person.
	 

	 
		“Indemnified Taxes” means Taxes other than Excluded Taxes.
	 

	 
		“Indemnitees” has the meaning specified in Section 11.04(b).
	 

	 
		“Information” has the meaning specified in Section 11.07.
	 

	 
		“Interest Charges” means, with respect to any Person (or any asset
		of any Person) for any period an amount equal to the sum of (i) all interest,
		premium payments, debt discount, fees, charges and related expenses in
		connection with borrowed money (including capitalized interest) of such Person
		or in connection with the deferred purchase price of assets of such Person for
		such period, in each case to the extent treated as interest in accordance with
		SBA, plus (ii) the portion of rent expense with respect to such
		period under Capital Leases of such Person that is treated as interest in
		accordance with SBA plus (iii) the implied interest component of Synthetic
		Leases of such Person with respect to such period. 
	 

	 
		“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the
		last day of each Interest Period applicable to such Loan and the Maturity Date;
		provided, however, that if
		any Interest Period for a 
	 



	 
		15
	 

	 

	 
 

	 
		Eurodollar Rate Loan exceeds three months,
		the respective dates that fall every three months after the beginning of such
		Interest Period shall also be Interest Payment Dates; and (b) as to any Base
		Rate Loan, the last Business Day of each March, June, September and December
		and the Maturity Date.
	 

	 
		“Interest Period” means, as to each Eurodollar Rate Loan, the
		period commencing on the date such Eurodollar Rate Loan is disbursed or
		converted to or continued as a Eurodollar Rate Loan and ending on the date one,
		two, three or six months thereafter, as selected by the Borrowers in its Loan
		Notice; provided that:
	 

	 
		(i) any Interest Period that would otherwise
		end on a day that is not a Business Day shall be extended to the next
		succeeding Business Day unless such Business Day falls in another calendar
		month, in which case such Interest Period shall end on the next preceding
		Business Day;
	 

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

	 
		(iii) no Interest Period shall extend beyond
		the Maturity Date.
	 

	 
		“Interim Financial Statements” has the meaning set forth in Section 5.01(c).
	 

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

	 
		“Investment”
		means, as to any Person, any direct or indirect acquisition or investment by
		such Person, whether by means of (a) the purchase or other acquisition of
		Equity Interests of another Person, (b) a loan, advance or capital contribution
		to, Guarantee or assumption of debt of, or purchase or other acquisition of any
		other debt or equity participation or interest in, another Person, including
		any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor
		Guarantees Indebtedness of such other Person, or (c) an Acquisition. For
		purposes of covenant compliance, the amount of any Investment shall be the
		amount actually invested, without adjustment for subsequent increases or
		decreases in the value of such Investment. 
	 

	 
		“Investment Assets” means (a) the stock of Newcastle and Eurocastle
		(and any other stock of a publicly traded entity acceptable to the
		Administrative Agent) that has been pledged to the Lenders pursuant to the
		Pledge Agreement, (b) the Loan Parties’ ownership interest, direct or
		indirect, in the Private Equity Funds to the extent such interests have been
		pledged to the Lenders pursuant to the Assignment of LLC Interests, (c) the
		Loan Parties’ ownership interest, direct or indirect, in the Onshore Hedge
		Funds to the extent such interests have been pledged to the Lenders pursuant to
		the Assignment of LLC Interests, (d) the Newcastle Options and Eurocastle
		Options that are not subject to a Lien and any other options of a publicly
		traded Person for which a Loan Party or a Subsidiary is the manager and that
		are not subject to a Lien, (e) the stock of (or other Equity Interests in)
		Northcastle that has been pledged to the Lenders pursuant to the Collateral
		Documents and the Northcastle Options that are not subject to a Lien and (f)
		all cash and Cash Equivalents (or other assets acceptable to the Lenders in
		their sole discretion) pledged to the Lenders on terms and subject to
		documentation acceptable to the Administrative Agent; provided that Investment
		Assets shall not include Deferred Management and Incentive Fees.
	 

	 
		“Involuntary Disposition” means any loss of, damage to or destruction of,
		or any condemnation or other taking for public use of, any Property of a Loan
		Party or any of its Subsidiaries.
	 



	 
		16
	 

	 

	 
 

	 
		“IPO” means
		an Equity Issuance consisting of an initial public offering of the equity of a
		holding company (which through one or a series of transactions shall cause such
		holding company to directly, or indirectly, co-own the Equity Interests in the
		Fortress Entities with the Principals) that results in the Loan Parties
		receiving Net Cash Proceeds, in the aggregate, of at least $400,000,000;
		provided, however, that any Equity Issuance shall be at the sole and absolute
		discretion of the Loan Parties.
	 

	 
		“IP Rights”
		has the meaning specified in Section
		6.17.
	 

	 
		“IRS” means
		the United States Internal Revenue Service.
	 

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

	 
		“Issuer Documents” means with respect to any Letter of Credit, the
		Letter of Credit Application, and any other document, agreement and instrument
		entered into by the L/C Issuer and the Borrowers (or any Subsidiary) or in
		favor the L/C Issuer and relating to any such Letter of Credit.
	 

	 
		“Joinder Agreement” means a joinder agreement substantially in the
		form of Exhibit 7.12 executed and delivered by a Subsidiary in accordance
		with the provisions of Section
		7.12.
	 

	 
		“Joint Venture” means a Person in which another Person owns less
		than 100% of the equity interest in such Person.
	 

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

	 
		“L/C Advance” means, with respect to each Lender, such
		Lender’s funding of its participation in any L/C Borrowing in accordance
		with its Applicable Percentage. All L/C Advance shall be denominated in
		Dollars.
	 

	 
		“L/C Borrowing” means an extension of credit resulting from a
		drawing under any Letter of Credit which has not been reimbursed on the date
		when made or refinanced as a Borrowing of Revolving Loans. All L/C Borrowings
		shall be denominated in Dollars.
	 

	 
		“L/C Credit Extension” means, with respect to any Letter of Credit, the
		issuance thereof or extension of the expiry date thereof, or the increase of
		the amount thereof.
	 

	 
		“L/C Issuer”
		means Bank of America in its capacity as issuer of Letters of Credit hereunder
		or any successor issuer of Letters of Credit hereunder.
	 

	 
		“L/C Obligations” means, as at any date of determination, the
		aggregate amount available to be drawn under all outstanding Letters of Credit
		plus the aggregate of all Unreimbursed Amounts, including
		all L/C Borrowings. For purposes of computing the amount available to be drawn
		under any Letter of Credit, the amount of such Letter of Credit shall be
		determined in accordance with Section
		1.06. For all purposes of this
		Agreement, if on any date of determination a Letter of Credit has expired by
		its terms but 
	 



	 
		17
	 

	 

	 
 

	 
		any amount may still be drawn thereunder by
		reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
		deemed to be “outstanding” in the amount so remaining available to be
		drawn. 
	 

	 
		“Lenders”
		means each of the Persons identified as a “Lender” on the signature
		pages hereto and their successors and assigns and includes both the Revolving
		Lenders and the Term Lenders.
	 

	 
		“Lending Office” means, as to any Lender, the office or offices of
		such Lender described as such in such Lender’s Administrative
		Questionnaire, or such other office or offices as a Lender may from time to
		time notify the Borrowers and the Administrative Agent.
	 

	 
		“Letter of Credit” means any standby letters of
		credit issued hereunder and shall include the Existing Letters of Credit.
		Letters of Credit may be issued in Dollars or in Alternative Currency (subject
		to the Alternative Currency Letter of Credit Sublimit).
	 

	 
		“Letter of Credit Application” means an application and agreement for the
		issuance or amendment of a letter of credit in the form from time to time in
		use by the L/C Issuer.
	 

	 
		“Letter of Credit Expiration Date” means the day that is twenty days prior to the
		Maturity Date then in effect (or, if such day is not a Business Day, the next
		preceding Business Day).
	 

	 
		“Letter of Credit Fee” has the meaning specified in Section 2.03(i).
	 

	 
		“Letter of Credit Sublimit” means an amount equal to the lesser of (a) the
		Aggregate Revolving Commitments and (b) TWENTY MILLION DOLLARS ($20,000,000).
		The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
		Revolving Commitments.
	 

	 
		“Lien” means
		any mortgage, pledge, hypothecation, assignment, deposit arrangement,
		encumbrance, lien (statutory or other), charge, or preference, priority or
		other security interest or preferential arrangement in the nature of a security
		interest of any kind or nature whatsoever (including any conditional sale or
		other title retention agreement, any easement, right of way or other
		encumbrance on title to real property, and any financing lease having
		substantially the same economic effect as any of the foregoing).
	 

	 
		“Loan” means
		an extension of credit by a Lender to a Borrower under Article II in
		the form of a Revolving Loan, Term A-1 Loan, Term A-2 Loan or Term B
		Loan.
	 

	 
		“Loan Documents” means this Agreement, each Note, each Issuer
		Document, each Joinder Agreement, the Collateral Documents, the Fee Letter and
		the Post Closing Letter.
	 

	 
		“Loan Notice” means a notice of (a) a Borrowing of Revolving
		Loans, Term A-1 Loans or Term A-2 Loans, (b) a conversion of Loans from one
		Type to the other, or (c) a continuation of Eurodollar Rate Loans, in each case
		pursuant to Section
		2.02(a), which, if in writing, shall be
		substantially in the form of Exhibit 2.02.
	 

	 
		“Loan Parties” means, collectively, the Borrowers and the
		Guarantors.
	 

	 
		“Management Agreements” means all management agreements and
		Organizational Documents that set forth Management Fees therein to which a Loan
		Party or a Subsidiary is a party as more fully set forth on Schedule 6.21.
	 

	 
		“Management Fees” means any management fees paid pursuant to a
		Management Agreement.
	 



	 
		18
	 

	 

	 
 

	 
		“Management Fee Earning Assets” means all assets subject to a Management
		Agreement in which a Loan Party, directly or indirectly, earns Management
		Fees.
	 

	 
		“Margin Stock” has the meaning set forth in Regulation U issued
		by the FRB. 
	 

	 
		“Material Adverse Effect” means (a) a material adverse change in, or a
		material adverse effect upon, the operations, business, properties, liabilities
		(actual or contingent) or financial condition of any Borrower or of the
		Borrowers and their Subsidiaries taken as a whole; (b) a material impairment of
		the ability of any Loan Party to perform its obligations under any Loan
		Document to which it is a party; or (c) a material adverse effect upon the
		legality, validity, binding effect or enforceability against any Loan Party of
		any Loan Document to which it is a party.
	 

	 
		“Material Fortress Fund” means any Fortress Fund in which the sum of the
		Management Fees and the Promote Fees payable to a Loan Party or one of its
		Subsidiaries (other than, with respect to Hedge Funds and Private Equity Funds,
		Promote Fees allocable to individuals), whether paid or accrued, during the
		most recently ended twelve month period, or reasonably expected to be payable
		during the next succeeding twelve month period, exceeds $20 million, in the
		aggregate.
	 

	 
		“Material Subsidiary” means any Subsidiary that either directly or
		indirectly through another Subsidiary (a) generates any revenues or cash flow
		of $1,000,000 or more in any fiscal year or (b) owns assets with an aggregate
		value greater than or equal to $5,000,000 (excluding the value of leasehold
		improvements up to an aggregate value of $10,000,000).
	 

	 
		“Maturity Date” means June 23, 2011.
	 

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

	 
		“Multiemployer Plan” means any employee benefit plan of the type
		described in Section 4001(a)(3) of ERISA, to which any Borrower or any
		ERISA Affiliate makes or is obligated to make contributions, or during the
		preceding five plan years, has made or been obligated to make
		contributions.
	 

	 
		“Net Cash Proceeds” means the aggregate cash or Cash Equivalents
		proceeds received by a Loan Party in respect of any Disposition, Extraordinary
		Receipts, Equity Issuance or Involuntary Disposition, net of (a) direct costs
		incurred in connection therewith (including, without limitation, legal,
		accounting and investment banking fees, and sales commissions), (b) taxes paid
		or payable as a result thereof and (c) in the case of any Disposition, the
		amount necessary to retire any Indebtedness secured by a Permitted Lien
		(ranking senior to any Lien of the Administrative Agent) on the related
		Property; it being understood that “Net Cash Proceeds” shall include,
		without limitation, any cash or Cash Equivalents received upon the sale or
		other disposition of any non-cash consideration received by a Loan Party in any
		Disposition, Extraordinary Receipt, Equity Issuance or Involuntary Disposition.
		
	 

	 
		“Net Income”
		means, with respect to any Person (or any asset of any Person) for any period,
		the net income of such Person (or attributable to such asset) for that period,
		as determined in accordance with SBA.
	 

	 
		“Newcastle”
		means Newcastle Investment Corp., a Maryland corporation.
	 

	 
		“Newcastle Options” means the options on Newcastle stock owned by the
		Loan Parties.
	 



	 
		19
	 

	 

	 
 

	 
		“Northcastle” means Northcastle Trust, a unit trust established
		under the laws of Ontario.
	 

	 
		“Northcastle Options” means the options on Northcastle units owned by
		the Loan Parties.
	 

	 
		“Note” means
		a Revolving Note, a Term Loan A-1 Note, a Term Loan A-2 Note or a Term Loan B
		Note.
	 

	 
		“Obligations” means all advances to, and debts, liabilities,
		obligations, covenants and duties of, any Loan Party arising under any Loan
		Document or otherwise with respect to any Loan or Letter of Credit, whether
		direct or indirect (including those acquired by assumption), absolute or
		contingent, due or to become due, now existing or hereafter arising and
		including interest and fees that accrue after the commencement by or against
		any Loan Party or any Affiliate thereof of any proceeding under any Debtor
		Relief Laws naming such Person as the debtor in such proceeding, regardless of
		whether such interest and fees are allowed claims in such proceeding. The
		foregoing shall also include (a) all obligations under any Credit Facility Swap
		Contract between any Loan Party and any Lender or Affiliate of a Lender that is
		permitted to be incurred pursuant to Section 8.03(d)
		and (b) all obligations under any Treasury Management Agreement between any
		Loan Party and any Lender or Affiliate of a Lender.
	 

	 
		“Offshore Hedge Funds” means Drawbridge Special Opportunities Fund Ltd.,
		Drawbridge Global Marco Fund Ltd., Drawbridge Relative Value Fund Ltd. and any
		other Hedge Fund organized outside of the United States. 
	 

	 
		“Oldcastle”
		means Newcastle Investment Holdings LLC, a Delaware limited liability
		company.
	 

	 
		“Onshore Hedge Funds” means Drawbridge Special Opportunities Fund LP,
		Drawbridge Global Macro Fund LP, Drawbridge Relative Value Fund LP, Drawbridge
		Long Dated Value Fund LP, Drawbridge Long Dated Value Fund (B) LP, Drawbridge
		Long Dated Value Fund II LP, Drawbridge Long Dated Value Fund II (B) LP,
		Drawbridge Long Dated Value Fund II (C) LP and any other Hedge Fund organized
		in the United States. 
	 

	 
		“Organization Documents” means, (a) with respect to any corporation, the
		certificate or articles of incorporation and the bylaws (or equivalent or
		comparable constitutive documents with respect to any non-U.S. jurisdiction);
		(b) with respect to any limited liability company, the certificate or articles
		of formation or organization and operating agreement; and (c) with respect to
		any partnership, joint venture, trust or other form of business entity, the
		partnership, joint venture or other applicable agreement of formation or
		organization and any agreement, instrument, filing or notice with respect
		thereto filed in connection with its formation or organization with the
		applicable Governmental Authority in the jurisdiction of its formation or
		organization and, if applicable, any certificate or articles of formation or
		organization of such entity.
	 

	 
		“Other Taxes” means all present or future stamp or documentary
		taxes or any other excise or property taxes, charges or similar levies arising
		from any payment made hereunder or under any other Loan Document or from the
		execution, delivery or enforcement of, or otherwise with respect to, this
		Agreement or any other Loan Document.
	 

	 
		“Outstanding Amount” means (i) with respect to any Loans on any date,
		the aggregate outstanding principal amount thereof after giving effect to any
		borrowings and prepayments or repayments of any Loans occurring on such date;
		and (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent
		of the aggregate outstanding amount of such L/C Obligations on such date after
		giving effect to any L/C Credit Extension occurring on such date and any other
		changes in the aggregate 
	 



	 
		20
	 

	 

	 
 

	 
		amount of the L/C Obligations as of such
		date, including as a result of any reimbursements by the Borrowers of
		Unreimbursed Amounts.
	 

	 
		“Overnight Rate” means, for any day, (a) with respect to any
		amount denominated in Dollars, the Federal Funds Rate and (b) with respect to
		any amount denominated in an Alternative Currency, the rate of interest per
		annum at which overnight deposits in Alternative Currency, in an amount
		approximately equal to the amount with respect to which such rate is being
		determined, would be offered for such day by a branch or Affiliate of Bank of
		America in the applicable offshore interbank market for such currency to major
		banks in such interbank market.
	 

	 
		“Participant” has the meaning specified in Section 11.06(d).
	 

	 
		“PBGC” means
		the Pension Benefit Guaranty Corporation or any successor thereto.
	 

	 
		“Pension Plan” means any “employee pension benefit
		plan” (as such term is defined in Section 3(2) of ERISA), other than a
		Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
		maintained by any Borrower or any ERISA Affiliate or to which any Borrower or
		any ERISA Affiliate contributes or has an obligation to contribute, or in the
		case of a multiple employer or other plan described in Section 4064(a) of
		ERISA, has made contributions at any time during the immediately preceding five
		plan years.
	 

	 
		“Permitted Investments” means, at any time, Investments by a Loan Party
		or any of its Subsidiaries permitted to exist at such time pursuant to the
		terms of Section 8.02.
	 

	 
		“Permitted Liens” means, at any time, Liens in respect of Property
		of a Loan Party or any of its Subsidiaries permitted to exist at such time
		pursuant to the terms of Section
		8.01.
	 

	 
		“Permitted Management Function Transfer” means the transfer of the management functions of
		a Fortress Fund from a Loan Party to such Fortress Fund itself for
		consideration at least equal to the greater of (i) fair market value (whether
		in cash or equity), determined by the Borrowers in a commercially reasonable
		manner, and (ii) the aggregate amount of net Management Fees and net Promote
		Fees expected to be earned over the period from the consummation of such
		transfer to the Maturity Date; provided that (a) no Default exists or
		would be caused by such transfer, (b) after giving effect thereto, the
		Loan Parties shall be in compliance with the financial covenants in
		Section 8.10 (as of the last day of the most recently ended fiscal
		quarter for which financial statements have been provided pursuant to
		Section 7.01(b)) on a pro forma basis as if such transfer had occurred
		twelve months prior to the date of determination and (c) all assets
		received by such Loan Party in such transfer shall be pledged to the Lenders in
		a manner reasonably acceptable to the Administrative Agent.
	 

	 
		“Permitted Tax Distribution” has the meaning set forth in Section
		8.06(c).
	 

	 
		“Permitted Transfers” means (a) Dispositions of inventory in the
		ordinary course of business; (b) Dispositions of machinery and equipment
		no longer used or useful in the conduct of business of a Loan Party and its
		Subsidiaries that are Disposed of in the ordinary course of business; (c)
		Dispositions of Property to a Loan Party or any Subsidiary; provided, that
		if the transferor of such Property is a Loan Party the transferee thereof must
		be a Loan Party; (d) Investments, permitted under Section 8.02;
		(e) Dispositions of accounts receivable in connection with the collection or
		compromise thereof; (f) licenses, sublicenses, leases or subleases granted to
		others not interfering in any material respect with the business of a Loan
		Party and its Subsidiaries; and (g) the sale or disposition of Cash Equivalents
		for fair market value.
	 





	 
		21
	 

	 

	 
 

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

	 
		“Plan” means
		any “employee benefit plan” (as such term is defined in Section 3(3)
		of ERISA) established by any Borrower or, with respect to any such plan that is
		subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any
		ERISA Affiliate.
	 

	 
		“Pledge Agreement” means the pledge agreement, dated as of the
		Closing Date, executed in favor of the Administrative Agent, for the benefit of
		the Lenders, by each of the applicable Loan Parties.
	 

	 
		“Post Closing Letter” means the letter agreement, dated as of the
		Closing Date, between the Borrowers and the Administrative Agent specifying
		certain actions for the Loan Parties to complete subsequent to the Closing
		Date.
	 

	 
		“Principals”
		has the meaning set forth in Section
		8.16.
	 

	 
		“Private Equity Fund” means those entities indicated on Schedule 6.13(b)
		as private equity funds and any other private equity fund created after the
		Closing Date and managed by a Loan Party or any one of its other Subsidiaries
		or Affiliates or any of its investment advisors. 
	 

	 
		“Pro Forma Basis” means, for purposes of calculating the financial
		covenants set forth in Section
		8.10, that any Disposition (other than
		Permitted Transfers), shall be deemed to have occurred as of the first day of
		the most recent four fiscal quarter period preceding the date of such
		transaction for which the Borrowers were required to deliver financial
		statements pursuant to Section
		7.01(a) or (b). In
		connection with the foregoing, income statement and cash flow statement items
		(whether positive or negative) attributable to the Property disposed of shall
		be excluded to the extent relating to any period occurring prior to the date of
		such transaction. 
	 

	 
		“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of
		the Borrowers containing reasonably detailed calculations of the financial
		covenants set forth in Section
		8.10 as of the most recent fiscal
		quarter end for which the Borrowers were required to deliver financial
		statements pursuant to Section
		7.01(a) or (b) after giving
		effect to the applicable transaction on a Pro Forma Basis.
	 

	 
		“Promote Fees” means distributions paid as “incentive
		fees,” “incentive allocations” or “promote fees”
		pursuant to any Management Agreement or any Organization Document of a
		Fund.
	 

	 
		“Property”
		means any interest of any kind in any property or asset, whether real, personal
		or mixed, or tangible or intangible.
	 

	 
		“Public Entity” means the holding company that issues the equity
		in connection with the IPO.
	 

	 
		“Recovery Event” means any settlement of or payment in respect of
		any property or casualty insurance claim or any condemnation proceeding
		relating to any asset of any Loan Party or any of its Subsidiaries.
	 

	 
		“Register”
		has the meaning specified in Section
		11.06(c).
	 

	 
		“Registered Public Accounting Firm” has the meaning specified in the Securities Laws
		and shall be independent of the Borrowers as prescribed by the Securities
		Laws.
	 





	 
		22
	 

	 

	 
 

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

	 

	 
		“Rent Expense” means, with respect to any Person (or any asset
		of any Person) for any period, the rental expense under operating leases of
		such Person (or attributable to such asset).
	 

	 
		“Reportable Event” means any of the events set forth in Section
		4043(c) of ERISA, other than events for which the thirty-day notice period has
		been waived.
	 

	 
		“Request for Credit Extension” means (a) with respect to a Borrowing, conversion
		or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit
		Extension, a Letter of Credit Application.
	 

	 
		“Required Lenders” means, at any time, Lenders holding in the
		aggregate more than 50% of (a) the unfunded Commitments and the
		outstanding Loans, L/C Obligations and participations therein or (b) if
		the Commitments have been terminated, the outstanding Loans, L/C Obligations
		and participations therein. The unfunded Commitments of, and the outstanding
		Loans held or deemed held by, any Defaulting Lender shall be excluded for
		purposes of making a determination of Required Lenders.
	 

	 
		“Responsible Officer” means the chief executive officer, president or
		chief financial officer or any vice president, secretary or assistant secretary
		of a Loan Party.
	 

	 
		“Restricted Payment” means any dividend or other distribution (whether
		in cash, securities or other property) with respect to any Equity Interests of
		a Loan Party or any Subsidiary, or any payment (whether in cash, securities or
		other property), including any sinking fund or similar deposit, on account of
		the purchase, redemption, retirement, acquisition, cancellation or termination
		of any such Equity Interests or on account of any return of capital to a Loan
		Party’s stockholders, partners or members (or the equivalent Person
		thereof), or any setting apart of funds or Property for any of the
		foregoing.
	 

	 
		“Revaluation Date” means, with respect to any Letter of Credit, each
		of the following: (a) each date of issuance of any Letter of Credit, (b) each
		date of an amendment of any such Letter of Credit having the effect of
		increasing the amount thereof (solely with respect to the increased amount),
		(c) each date of any payment by the L/C Issuer of any Letter of Credit
		denominated in Alternative Currency, (d) the last Business Day of each calendar
		month and (e) such additional dates as the Administrative Agent or the L/C
		Issuer shall require.
	 

	 
		“Revolving Commitment” means, as to each Revolving Lender, its
		obligation to (a) make Revolving Loans to the Borrowers pursuant to
		Section 2.01(a) and (b) purchase participations in L/C Obligations, in
		an aggregate principal amount at any one time outstanding not to exceed the
		amount set forth opposite such Revolving Lender’s name on Schedule 2.01 or
		in the Assignment and Assumption pursuant to which such Revolving Lender
		becomes a party hereto, as applicable, as such amount may be adjusted from time
		to time in accordance with this Agreement.
	 

	 
		“Revolving Lender” means each Lender who has a Revolving Commitment
		greater than zero.
	 

	 
		“Revolving Loan” has the meaning specified in Section 2.01(a).
	 

	 
		“Revolving Note” has the meaning specified in Section 2.10(a).
	 

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





	 
		23
	 

	 

	 
 

	 
		“Sale and Leaseback Transaction” means, with respect to a Loan Party or any
		Subsidiary, any arrangement, directly or indirectly, with any Person whereby a
		Loan Party or such Subsidiary shall sell or transfer any Property used or
		useful in its business, whether now owned or hereafter acquired, and thereafter
		rent or lease such Property or other Property that it intends to use for
		substantially the same purpose or purposes as the Property being sold or
		transferred.
	 

	 
		“Same Day Funds” means (a) with respect to disbursements and
		payments in Dollars, immediately available funds and (b) with respect to
		disbursements and payments in an Alternative Currency, same day or other funds
		as may be determined by the Administrative Agent or the L/C Issuer, as
		applicable, to be customary in the place of disbursement or payment for the
		settlement of international banking transactions in Alternative
		Currency.
	 

	 
		“SBA” or
		“Specified Basis of
		Accounting” means GAAP, except
		that GAAP shall not be observed with respect to any required consolidation of
		an SBA Fortress Fund; it being understood, however, that any Fortress Fund
		required to be consolidated under GAAP and in which a Fortress Entity or
		Subsidiary owns a majority economic interest will be required to be
		consolidated hereunder. Accordingly, under SBA investments in SBA Fortress
		Funds will be accounted for under the equity method of accounting.
	 

	 
		“SBA Fortress Fund” means a Fortress Fund in which a Fortress Entity
		or Subsidiary owns a minority economic interest that would be required by GAAP
		to be consolidated solely by virtue of any Fortress Entity or any Subsidiary
		being an investment advisor or general partner with substantial or unilateral
		control rights (i.e., limited or no kick-out rights).
	 

	 
		“Scheduled Principal Payments” means for any period for any Person, the sum of
		all scheduled payments of principal, as determined in accordance with
		SBA.
	 

	 
		“Scheduled Term Loan A-1 Principal
		Payments” means the scheduled
		principal payments of the Term A-1 Loans pursuant to Section 2.06(b).
	 

	 
		“Scheduled Term Loan A-2 Principal
		Payments” means the scheduled
		principal payments of the Term A-2 Loans pursuant to Section 2.06(b).
	 

	 
		“SEC” means
		the Securities and Exchange Commission, or any Governmental Authority
		succeeding to any of its principal functions.
	 

	 
		“Securities Laws” means the Securities Act of 1933, the Securities
		Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing
		principles, rules, standards and practices promulgated, approved or
		incorporated by the SEC or the Public Company Accounting Oversight Board, as
		each of the foregoing may be amended and in effect on any applicable date
		hereunder.
	 

	 
		“Securitization Transaction” means, with respect to any Person, any financing
		transaction or series of financing transactions (including factoring
		arrangements) pursuant to which such Person or any Subsidiary of such Person
		may sell, convey or otherwise transfer, or grant a security interest in,
		accounts, payments, receivables, rights to future lease payments or residuals
		or similar rights to payment to a special purpose subsidiary or affiliate of
		such Person.
	 

	 
		“Security Agreement” means the security agreement, dated as of the
		Closing Date, executed in favor of the Administrative Agent, for the benefit of
		the Lenders, by each of the Loan Parties.
	 

	 
		“Significant Management Agreement” has the meaning set forth in Section 8.15(a).
	 





	 
		24
	 

	 

	 
 

	 
		“Solvent” or
		“Solvency” means, with respect to any Person as of a
		particular date, that on such date (a) such Person is able to pay its debts and
		other liabilities, contingent obligations and other commitments as they mature
		in the ordinary course of business, (b) such Person does not intend to, and
		does not believe that it will, incur debts or liabilities beyond such
		Person’s ability to pay as such debts and liabilities mature in their
		ordinary course, (c) such Person is not engaged in a business or a transaction,
		and is not about to engage in a business or a transaction, for which such
		Person’s Property would constitute unreasonably small capital after giving
		due consideration to the prevailing practice in the industry in which such
		Person is engaged or is to engage, (d) the fair value of the Property of such
		Person is greater than the total amount of liabilities, including, without
		limitation, contingent liabilities, of such Person and (e) the present fair
		salable value of the assets of such Person is not less than the amount that
		will be required to pay the probable liability of such Person on its debts as
		they become absolute and matured. In computing the amount of contingent
		liabilities at any time, it is intended that such liabilities will be computed
		at the amount which, in light of all the facts and circumstances existing at
		such time, represents the amount that can reasonably be expected to become an
		actual or matured liability.
	 

	 
		“Spot Rate”
		for a currency means the rate determined by the Administrative Agent or the L/C
		Issuer, as applicable, to be the rate quoted by the Person acting in such
		capacity as the spot rate for the purchase by such Person of such currency with
		another currency through its principal foreign exchange trading office at
		approximately 11:00 a.m. on the date two Business Days prior to the date as of
		which the foreign exchange computation is made; provided
		that the Administrative Agent or the
		L/C Issuer may obtain such spot rate from another financial institution
		designated by the Administrative Agent or the L/C Issuer if the Person acting
		in such capacity does not have as of the date of determination a spot buying
		rate for any such currency; and provided
		further that the L/C Issuer may use such spot rate quoted on
		the date as of which the foreign exchange computation is made in the case of
		any Letter of Credit denominated in Alternative Currency.
	 

	 
		“Subsidiary”
		of a Person means a corporation, partnership, joint venture, limited liability
		company or other business entity of which a majority of the shares of Voting
		Stock is at the time beneficially owned, or the management of which is
		otherwise controlled, directly, or indirectly through one or more
		intermediaries, or both, by such Person. Unless otherwise specified, all
		references herein to a “Subsidiary” or to “Subsidiaries”
		shall refer to a Subsidiary or Subsidiaries of (a) prior to the IPO, a Fortress
		Entity and (b) subsequent to the IPO, the Public Entity; provided that neither
		a Fortress Fund nor any of its Subsidiaries nor any FIG Promote Entity shall be
		deemed to be a Subsidiary of a Loan Party. 
	 

	 
		“Swap Contract” means, to the extent entered into on a fair
		market value basis at the time of entry, (a) any and all rate swap
		transactions, basis swaps, credit derivative transactions, forward rate
		transactions, commodity swaps, commodity options, forward commodity contracts,
		equity or equity index swaps or options, bond or bond price or bond index swaps
		or options or forward bond or forward bond price or forward bond index
		transactions, interest rate options, forward foreign exchange transactions, cap
		transactions, floor transactions, collar transactions, currency swap
		transactions, cross-currency rate swap transactions, currency options, spot
		contracts, or any other similar transactions or any combination of any of the
		foregoing (including any options to enter into any of the foregoing), whether
		or not any such transaction is governed by or subject to any master agreement,
		and (b) any and all transactions of any kind, and the related confirmations,
		which are subject to the terms and conditions of, or governed by, any form of
		master agreement published by the International Swaps and Derivatives
		Association, Inc., any International Foreign Exchange Master Agreement, or any
		other master agreement (any such master agreement, together with any related
		schedules, a “Master
		Agreement”), including any such
		obligations or liabilities under any Master Agreement.
	 





	 
		25
	 

	 

	 
 

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

	 
		“Synthetic Lease” means any synthetic lease, tax retention
		operating lease, off-balance sheet loan or similar off-balance sheet financing
		arrangement whereby the arrangement is considered borrowed money indebtedness
		for tax purposes but is classified as an operating lease or does not otherwise
		appear on a balance sheet under SBA.
	 

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

	 
		“Term A-1 Loans” has the meaning specified in Section 2.01(b).
	 

	 
		“Term A-2 Loans” has the meaning specified in Section 2.01(c).
	 

	 
		“Term B Loans” has the meaning specified in Section 2.01(d).
	 

	 
		“Term Loan A-1 Commitment” means, as to each Term Loan A-1 Lender, its
		obligation to make its portion of the Term A-1 Loans to the Borrowers pursuant
		to Section 2.01(b),
		in the principal amount set forth opposite such Term Loan A-1 Lender’s
		name on Schedule 2.01 or in the Assignment and Assumption pursuant to which
		such Term Loan A-1 Lender becomes a party hereto, as applicable, as such amount
		may be adjusted from time to time in accordance with this Agreement. 
	 

	 
		“Term Loan A-1 Lender” means each Lender with a Term Loan A-1 Commitment
		greater than zero.
	 

	 
		“Term Loan A-1 Note” has the meaning specified in Section 2.10(a).
	 

	 
		“Term Loan A-2 Commitment” means, as to each Term Loan A-2 Lender, its
		obligation to make its portion of the Term A-2 Loans to the Borrowers pursuant
		to Section 2.01(c),
		in the principal amount set forth opposite such Term Loan A-2 Lender’s
		name on Schedule 2.01 or in the Assignment and Assumption pursuant to which
		such Term Loan A-2 Lender becomes a party hereto, as applicable, as such amount
		may be adjusted from time to time in accordance with this Agreement. 
	 

	 
		“Term Loan A-2 Lender” means each Lender with a Term Loan A-2 Commitment
		greater than zero.
	 

	 
		“Term Loan A-2 Note” has the meaning specified in Section 2.10(a).
	 

	 
		“Term Loan B Commitment” means, as to each Term Loan B Lender, its
		obligation to make its portion of the Term B Loans to the Borrowers pursuant to
		Section 2.01(c), in the principal amount set forth opposite such Term
		Loan B Lender’s name on Schedule
		2.01 or in the Assignment and
		Assumption pursuant to which such Term Loan B Lender becomes a party hereto, as
		applicable, as such amount may be adjusted from time to time in accordance with
		this Agreement. 
	 





	 
		26
	 

	 

	 
 

	 
		“Term Loan B Lender” means each Lender with a Term Loan B Commitment
		greater than zero.
	 

	 
		“Term Loan B Note” has the meaning specified in Section 2.10(a).
	 

	 
		“Term Loans”
		means, collectively, the Term A-1 Loans, the Term A-2 Loans and the Term B
		Loans.
	 

	 
		“Threshold Amount” means $20,000,000.
	 

	 
		“Total Revolving Outstandings” means the aggregate Outstanding Amount of all
		Revolving Loans and all L/C Obligations.
	 

	 
		“Transfer Documents” means the consent to assignment, transfer of
		interest and acknowledgment for each equity interest pledged to the
		Administrative Agent under the Assignment of LLC Interest.
	 

	 
		“Treasury Management Agreement” means any agreement governing the provision of
		treasury or cash management services, including deposit accounts, funds
		transfer, automated clearinghouse, zero balance accounts, returned check
		concentration, controlled disbursement, lockbox, account reconciliation and
		reporting and trade finance services.
	 

	 
		“Type”
		means, with respect to any Loan, its character as a Base Rate Loan or a
		Eurodollar Rate Loan.
	 

	 
		“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit
		liabilities under Section 4001(a)(16) of ERISA, over the current value of that
		Pension Plan’s assets, determined in accordance with the assumptions used
		for funding that Pension Plan pursuant to Section 412 of the Internal Revenue
		Code for the applicable plan year.
	 

	 
		“United States” and “U.S.” mean
		the United States of America.
	 

	 
		“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).
	 

	 
		“Voting Stock” means, with respect to any Person, Equity
		Interests issued by such Person the holders of which are ordinarily, in the
		absence of contingencies, entitled to vote for the election of directors (or
		persons performing similar functions) of such Person, even though the right so
		to vote has been suspended by the happening of such a contingency.
	 

	 
			
				
				  1.02
				

			 	
				
				  Other Interpretive
				  Provisions.
				

			 

 

	 
		With reference to this Agreement and each
		other Loan Document, unless otherwise specified herein or in such other Loan
		Document:
	 

	 
		(a) The definitions of terms herein shall
		apply equally to the singular and plural forms of the terms defined. Whenever
		the context may require, any pronoun shall include the corresponding masculine,
		feminine and neuter forms. The words “include,”
		“includes” and “including”
		shall be deemed to be followed by the phrase “without limitation.”
		The word “will” shall be construed to have the same meaning and
		effect as the word “shall.”
		Unless the context requires otherwise, (i) any definition of or reference to
		any agreement, instrument or other document (including any Organization
		Document) shall be construed as referring to such agreement, instrument or
		other document as from time to time amended, supplemented or 
	 





	 
		27
	 

	 

	 
 

	 
		otherwise modified (subject to any
		restrictions on such amendments, supplements or modifications set forth herein
		or in any other Loan Document), (ii) any reference herein to any Person shall
		be construed to include such Person’s successors and assigns, (iii) the
		words “herein,”
		“hereof” and “hereunder,”
		and words of similar import when used in any Loan Document, shall be construed
		to refer to such Loan Document in its entirety and not to any particular
		provision thereof, (iv) all references in a Loan Document to Articles,
		Sections, Exhibits and Schedules shall be construed to refer to Articles and
		Sections of, and Exhibits and Schedules to, the Loan Document in which such
		references appear, (v) any reference to any law shall include all statutory and
		regulatory provisions consolidating, amending, replacing or interpreting such
		law and any reference to any law or regulation shall, unless otherwise
		specified, refer to such law or regulation as amended, modified or supplemented
		from time to time, and (vi) the words “asset” and
		“property” shall be construed to have the same meaning and
		effect and to refer to any and all tangible and intangible assets and
		properties, including cash, securities, accounts and contract rights.
	 

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

	 
		(c) Section headings herein and in the other
		Loan Documents are included for convenience of reference only and shall not
		affect the interpretation of this Agreement or any other Loan Document.
	 

	 
			
				
				  1.03
				

			 	
				
				  Accounting Terms.
				

			 

 

	 
		(a) Generally.
		Except as otherwise specifically prescribed herein, all accounting terms not
		specifically or completely defined herein shall be construed in conformity
		with, and all financial data (including financial ratios and other financial
		calculations) required to be submitted pursuant to this Agreement shall be
		prepared in conformity with, SBA applied on a consistent basis, as in effect
		from time to time, applied in a manner consistent with that used in preparing
		the Audited Financial Statements; provided, however, that calculations of
		Attributable Indebtedness under any Synthetic Lease or the implied interest
		component of any Synthetic Lease shall be made by any Borrower in accordance
		with accepted financial practice and consistent with the terms of such
		Synthetic Lease.
	 

	 
		(b) Changes in SBA.
		The Borrowers will provide a written summary of material changes in SBA and in
		the consistent application thereof with each annual and quarterly Compliance
		Certificate delivered in accordance with Section 7.02(b).
		If at any time any change in SBA would affect the computation of any financial
		ratio or requirement set forth in any Loan Document, and either the Borrowers
		or the Required Lenders shall so request, the Administrative Agent, the Lenders
		and the Borrowers shall negotiate in good faith to amend such ratio or
		requirement to preserve the original intent thereof in light of such change in
		SBA (subject to the approval of the Required Lenders); provided
		that, until so amended, (i) such ratio or requirement shall
		continue to be computed in accordance with SBA prior to such change therein and
		(ii) the Borrowers shall provide to the Administrative Agent and the
		Lenders financial statements and other documents required under this Agreement
		or as reasonably requested hereunder setting forth a reconciliation between
		calculations of such ratio or requirement made before and after giving effect
		to such change in SBA.
	 

	 
		(c) Calculations.
		Notwithstanding the above, the parties hereto acknowledge and agree that all
		calculations of the financial covenants in Section 8.10
		shall be made on a Pro Forma Basis.
	 





	 
		28
	 

	 

	 
 

	 
			
				
				  1.04
				

			 	
				
				  Rounding.
				

			 

 

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

	 
			
				
				  1.05
				

			 	
				
				  Times of Day.
				

			 

 

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

	 
			
				
				  1.06
				

			 	
				
				  Letter of Credit
				  Amounts.
				

			 

 

	 
		Unless otherwise specified herein, the
		amount of a Letter of Credit at any time shall be deemed to be the Dollar
		Equivalent of the stated amount of such Letter of Credit in effect at such
		time; provided, however, that with respect to any Letter of
		Credit that, by its terms or the terms of any Issuer Document related thereto,
		provides for one or more automatic increases in the stated amount thereof, the
		amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of
		the maximum stated amount of such Letter of Credit after giving effect to all
		such increases, whether or not such maximum stated amount is in effect at such
		time. 
	 

	 
			
				
				  1.07
				

			 	
				
				  Exchange Rates; Currency
				  Equivalents.
				

			 

 

	 
		(a) The Administrative Agent or the L/C
		Issuer shall determine as of each Revaluation Date the Spot Rates to be used
		for calculating Dollar Equivalent amounts of Letters of Credit and Outstanding
		Amounts denominated in Alternative Currency. Such Spot Rates shall be effective
		as of each such Revaluation Date and shall be the Spot Rates employed in
		converting any amounts between Dollars and Alternative Currency until the next
		Revaluation Date to occur. Except as otherwise expressly provided herein, the
		applicable amount of Alternative Currency for purposes of the Loan Documents
		shall be such Dollar Equivalent amount as so determined by the Administrative
		Agent or the L/C Issuer, as applicable.
	 

	 
		(b) Wherever in this Agreement in connection
		with the issuance, amendment or extension of a Letter of Credit, an amount,
		such as a required minimum or multiple amount, is expressed in Dollars, but
		such Letter of Credit is denominated in Alternative Currency, such amount shall
		be the relevant Alternative Currency Equivalent of such Dollar amount (rounded
		to the nearest unit of such Alternative Currency, with 0.5 of a unit being
		rounded upward), as determined by the Administrative Agent or the L/C Issuer,
		as applicable.
	 

	 
		ARTICLE II
	 

	 
		THE COMMITMENTS AND CREDIT EXTENSIONS

	 

	 
			
				
				  2.01
				

			 	
				
				  Revolving Loans and Term
				  Loans.
				

			 

 

	 
		(a) Revolving Loans.
		Subject to the terms and conditions set forth herein, each Revolving Lender
		severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrowers in Dollars from time to time on
		any Business Day during the Availability Period in an aggregate amount not to
		exceed at any time outstanding the amount of such Revolving Lender’s
		Revolving Commitment; provided,
		however, that after giving effect to any Borrowing of Revolving
		Loans, (i) the Total Revolving 
	 





	 
		29
	 

	 

	 
 

	 
		Outstandings shall not exceed the Aggregate
		Revolving Commitments and (ii) the aggregate Outstanding Amount of the
		Revolving Loans of any Revolving Lender plus such
		Revolving Lender’s Applicable Percentage of the Outstanding Amount of all
		L/C Obligations shall not exceed such Revolving Lender’s Revolving
		Commitment. Within the limits of each Revolving Lender’s Revolving
		Commitment, and subject to the other terms and conditions hereof, the Borrowers
		may borrow under this Section
		2.01, prepay under Section 2.04,
		and reborrow under this Section
		2.01. Revolving Loans may be Base Rate
		Loans or Eurodollar Rate Loans, as further provided herein; provided, however,
		all Borrowings of Revolving Loans made on the Closing Date shall be made as
		Base Rate Loans unless the Administrative Agent shall have received an
		appropriate funding indemnity letter executed by the Borrowers and reasonably
		acceptable to the Administrative Agent at least three (3) Business Days prior
		to the Closing Date.
	 

	 
		(b) Term A-1 Loans.
		Subject to the terms and conditions set forth herein, each Term Loan A-1 Lender
		severally agrees to make its portion of certain term loans (the
		“Term A-1 Loans”) to the Borrowers in Dollars on the Closing Date
		in an aggregate amount equal to such Term Loan A-1 Lender’s Term Loan A-1
		Commitment; provided that the aggregate amount of all Term A-1 Loans made
		hereunder shall not exceed the Aggregate Term A-1 Loan Commitments. Amounts
		repaid on the Term A-1 Loans may not be reborrowed. The Term A-1 Loans may
		consist of Base Rate Loans or Eurodollar Rate Loans, as further provided
		herein, provided, however, all
		Borrowings of Term A-1 Loans made on the Closing Date shall be made as Base
		Rate Loans unless the Administrative Agent shall have received an appropriate
		funding indemnity letter executed by the Borrowers and reasonably acceptable to
		the Administrative Agent at least three (3) Business Days prior to the Closing
		Date.
	 

	 
		(c) Term A-2 Loans.
		Subject to the terms and conditions set forth herein, each Term Loan A-2 Lender
		severally agrees to make its portion of certain term loans (the
		“Term A-2 Loans”) to the Borrowers in Dollars on the Closing Date
		in an aggregate amount equal to such Term Loan A-2 Lender’s Term Loan A-2
		Commitment; provided that the aggregate amount of all Term A-2 Loans made
		hereunder shall not exceed the Aggregate Term A-2 Loan Commitments. Amounts
		repaid on the Term A-2 Loans may not be reborrowed. The Term A-2 Loans may
		consist of Base Rate Loans or Eurodollar Rate Loans, as further provided
		herein, provided, however, all
		Borrowings of Term A-2 Loans made on the Closing Date shall be made as Base
		Rate Loans unless the Administrative Agent shall have received an appropriate
		funding indemnity letter executed by the Borrowers and reasonably acceptable to
		the Administrative Agent at least three (3) Business Days prior to the Closing
		Date.
	 

	 
		(d) Term B Loans.
		Subject to the terms and conditions set forth herein, each Term Loan B Lender
		severally agrees to make its portion of certain term loans (the
		“Term B Loans”) to the Borrowers in Dollars on the Closing Date
		in an aggregate amount equal to such Term Loan B Lender’s Term Loan B
		Commitment; provided that the aggregate amount of all Term B Loans made on the
		Closing Date shall not exceed the Aggregate Term Loan B Commitments. Amounts
		repaid on the Term B Loans may not be reborrowed. The Term B Loans may consist
		of Base Rate Loans or Eurodollar Loans, as further provided herein,
		provided, however, all
		Borrowings of Term B Loans on the Closing Date shall be made as Base Rate Loans
		unless the Administrative Agent shall have received an appropriate funding
		indemnity letter executed by the Borrowers and reasonably acceptable to the
		Administrative Agent at least three (3) Business Days prior to the Closing
		Date.
	 

	 
			
				
				  2.02
				

			 	
				
				  Borrowings, Conversions and
				  Continuations of Loans.
				

			 

 

	 
		(a) Each Borrowing, each conversion of Loans
		from one Type to the other, and each continuation of Eurodollar Rate Loans
		shall be made upon the Borrowers’ irrevocable notice to the Administrative
		Agent, which may be given by telephone. Each such notice must be received by
		the Administrative Agent not later than 11:00 a.m. (i) three Business Days
		prior to the requested date of any 
	 





	 
		30
	 

	 

	 
 

	 
		Borrowing of, conversion to or continuation
		of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base
		Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.
		Each telephonic notice by the Borrowers pursuant to this Section 2.02(a)
		must be confirmed promptly by delivery to the Administrative Agent of a written
		Loan Notice, appropriately completed and signed by a Responsible Officer of the
		Borrowers. Each Borrowing of, conversion to or continuation of Eurodollar Rate
		Loans shall be in a principal amount of $2,500,000 or a whole multiple of
		$500,000 in excess thereof. Except as provided in Section 2.03(c),
		each Borrowing of or conversion to Base Rate Loans shall be in a principal
		amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each
		Loan Notice (whether telephonic or written) shall specify (i) whether the
		Borrowers are requesting a Borrowing, a conversion of Loans from one Type to
		the other, or a continuation of Eurodollar Rate Loans, (ii) the identity of the
		Borrower with respect to the Borrowing, conversion or continuation, as the case
		may be, (iii) the requested date of the Borrowing, conversion or continuation,
		as the case may be (which shall be a Business Day), (iv) whether such Loans are
		Revolving Loans, Term A-1 Loans, Term A-2 Loans or Term B Loans and the
		principal amount of such Loans to be borrowed, converted or continued, (v) the
		Type of Loans to be borrowed or to which existing Loans are to be converted,
		and (vi) if applicable, the duration of the Interest Period with respect
		thereto. If the Borrowers fail to specify a Type of a Loan in a Loan Notice or
		if the Borrowers fail to give a timely notice requesting a conversion or
		continuation, then the applicable Loans shall be made as, or converted to, Base
		Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective
		as of the last day of the Interest Period then in effect with respect to the
		applicable Eurodollar Rate Loans. If the Borrowers request a Borrowing of,
		conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but
		fail to specify an Interest Period, it will be deemed to have specified an
		Interest Period of one month. 
	 

	 
		(b) Following receipt of a Loan Notice, the
		Administrative Agent shall promptly notify each applicable Lender of the amount
		of its Applicable Percentage of the applicable Loans, and if no timely notice
		of a conversion or continuation is provided by the Borrowers, the
		Administrative Agent shall notify each applicable Lender of the details of any
		automatic conversion to Base Rate Loans as described in the preceding
		subsection. In the case of a Borrowing, each applicable Lender shall make the
		amount of its Loan available to the Administrative Agent in immediately
		available funds at the Administrative Agent’s Office not later than 1:00
		p.m. on the Business Day specified in the applicable Loan Notice. Upon
		satisfaction of the applicable conditions set forth in Section 5.02
		(and, if such Borrowing is the initial Credit Extension, Section 5.01),
		the Administrative Agent shall make all funds so received available to the
		Borrowers in like funds as received by the Administrative Agent either by (i)
		crediting the account of the Borrowers on the books of Bank of America with the
		amount of such funds or (ii) wire transfer of such funds, in each case in
		accordance with instructions provided to (and reasonably acceptable to) the
		Administrative Agent by the Borrowers; provided,
		however, that if, on the date of a Borrowing of Revolving
		Loans, there are L/C Borrowings outstanding, then the proceeds of such
		Borrowing, first, shall be applied to the payment in full of any such L/C
		Borrowings and second, shall be made available to the Borrowers as provided
		above.
	 

	 
		(c) Except as otherwise provided herein, a
		Eurodollar Rate Loan may be continued or converted only on the last day of the
		Interest Period for such Eurodollar Rate Loan. During the existence of a
		Default, no Loans may be requested as, converted to or continued as Eurodollar
		Rate Loans without the consent of the Required Lenders, and the Required
		Lenders may demand that any or all of the then outstanding Eurodollar Rate
		Loans be converted immediately to Base Rate Loans.
	 

	 
		(d) The Administrative Agent shall promptly
		notify the Borrowers and the Lenders of the interest rate applicable to any
		Interest Period for Eurodollar Rate Loans upon determination of such interest
		rate. At any time that Base Rate Loans are outstanding, the Administrative
		Agent shall notify the Borrowers and the Lenders of any change in Bank of
		America’s prime rate used in determining the Base Rate promptly following
		the public announcement of such change.
	 





	 
		31
	 

	 

	 
 

	 
		(e) After giving effect to all Borrowings,
		all conversions of Loans from one Type to the other, and all continuations of
		Loans as the same Type, there shall not be more than ten Interest Periods in
		effect with respect to all outstanding Loans.
	 

	 
			
				
				  2.03
				

			 	
				
				  Letters of Credit.
				

			 

 

	 
		(a) The Letter of Credit Commitment.
		
	 

	 
		(i) Subject to the terms and conditions set
		forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the
		Revolving Lenders set forth in this Section 2.03, (1) from time to time
		on any Business Day during the period from the Closing Date until the Letter of
		Credit Expiration Date, to issue Letters of Credit in Dollars or Alternative
		Currency for the account of the Borrowers or any of its Subsidiaries, and to
		amend or extend Letters of Credit previously issued by it, in accordance with
		subsection (b) below, and (2) to honor drawings under the Letters of Credit;
		and (B) the Revolving Lenders severally agree to participate in Letters of
		Credit issued for the account of the Borrowers or its Subsidiaries and any
		drawings thereunder; provided that after giving effect to any L/C Credit
		Extension with respect to any Letter of Credit, (w) the Total Revolving
		Outstandings shall not exceed the Aggregate Revolving Commitments, (x) the
		aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender,
		plus such Revolving Lender’s Applicable Percentage of the
		Outstanding Amount of all L/C Obligations shall not exceed such Revolving
		Lender’s Revolving Commitment, (y) the Outstanding Amount of the L/C
		Obligations shall not exceed the Letter of Credit Sublimit and (z) the
		Outstanding Amount of L/C Obligations denominated in Alternative Currency shall
		not exceed the Alternative Currency Letter of Credit Sublimit. Each request by
		the Borrowers for the issuance or amendment of a Letter of Credit shall be
		deemed to be a representation by the Borrowers that the L/C Credit Extension so
		requested complies with the conditions set forth in the proviso to the
		preceding sentence. Within the foregoing limits, and subject to the terms and
		conditions hereof, the Borrowers’ ability to obtain Letters of Credit
		shall be fully revolving, and accordingly the Borrowers may, during the
		foregoing period, obtain Letters of Credit to replace Letters of Credit that
		have expired or that have been drawn upon and reimbursed. All Existing Letters
		of Credit shall be deemed to have been issued pursuant hereto, and from and
		after the Closing Date shall be subject to and governed by the terms and
		conditions hereof.
	 

	 
		(ii) The L/C Issuer shall not issue any
		Letter of Credit if:
	 

	 
		(A) the expiry date of such requested Letter
		of Credit would occur more than twelve months after the date of issuance or
		last extension, unless the Required Lenders have approved such expiry date;
		or
	 

	 
		(B) the expiry date of such requested Letter
		of Credit would occur after the Letter of Credit Expiration Date, unless all
		the Lenders have approved such expiry date. 
	 

	 
		(iii) The L/C Issuer shall not be under any
		obligation to issue any Letter of Credit if:
	 

	 
		(A) any order, judgment or decree of any
		Governmental Authority or arbitrator shall by its terms purport to enjoin or
		restrain the L/C Issuer from issuing such Letter of Credit, or any Law
		applicable to the L/C Issuer or any request or directive (whether or not having
		the force of law) from any Governmental Authority with jurisdiction over the
		L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the
		issuance of letters of credit generally or such Letter of Credit in particular
		or shall 
	 





	 
		32
	 

	 

	 
 

	 
		impose upon the L/C Issuer with respect to
		such Letter of Credit any restriction, reserve or capital requirement (for
		which the L/C Issuer is not otherwise compensated hereunder) not in effect on
		the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss,
		cost or expense which was not applicable on the Closing Date and which the L/C
		Issuer in good faith deems material to it;
	 

	 
		(B) the issuance of such Letter of Credit
		would violate one or more policies of the L/C Issuer;
	 

	 
		(C) except as otherwise agreed by the
		Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial
		stated amount less than $100,000.
	 

	 
		(D) such Letter of Credit is to be
		denominated in a currency other than Dollars or Alternative Currency; or

	 

	 
		(E) a default of any Revolving Lender’s
		obligations to fund under Section 2.03(c) exists or any Revolving Lender
		is at such time a Defaulting Lender hereunder, unless the L/C Issuer has
		entered into satisfactory arrangements with the Borrowers or such Revolving
		Lender to eliminate the L/C Issuer’s risk with respect to such Revolving
		Lender.
	 

	 
		(iv) The L/C Issuer shall not amend any
		Letter of Credit if the L/C Issuer would not be permitted at such time to issue
		such Letter of Credit in its amended form under the terms hereof.
	 

	 
		(v) The L/C Issuer shall be under no
		obligation to amend any Letter of Credit if (A) the L/C Issuer would have
		no obligation at such time to issue such Letter of Credit in its amended form
		under the terms hereof, or (B) the beneficiary of such Letter of Credit does
		not accept the proposed amendment to such Letter of Credit.
	 

	 
		(vi)The L/C Issuer shall act on behalf of
		the Revolving Lenders with respect to any Letters of Credit issued by it and
		the documents associated therewith, and the L/C Issuer shall have all of the
		benefits and immunities (A) provided to the Administrative Agent in
		Article X with respect to any acts taken or omissions suffered by the L/C
		Issuer in connection with Letters of Credit issued by it or proposed to be
		issued by it and Issuer Documents pertaining to such Letters of Credit as fully
		as if the term “Administrative Agent” as used in Article X included
		the L/C Issuer with respect to such acts or omissions, and (B) as additionally
		provided herein with respect to the L/C Issuer.
	 

	 
		(b) Procedures for Issuance and Amendment
		of Letters of Credit; Auto–Extension Letter of Credit
	 

	 
		(i) Each Letter of Credit shall be issued or
		amended, as the case may be, upon the request of the Borrowers delivered to the
		L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of
		Credit Application, appropriately completed and signed by a Responsible Officer
		of the Borrowers. Such Letter of Credit Application must be received by the L/C
		Issuer and the Administrative Agent not later than 11:00 a.m. at least five (5)
		Business Days (or such later date and time as the Administrative Agent and the
		L/C Issuer may agree in a particular instance in their sole discretion or such
		later date as the L/C Issuer may determine in its sole discretion with respect
		to any Letter of Credit denominated in Alternative Currency) prior to the
		proposed issuance date or date of amendment, as the case may be. In the case of
		a request for an 
	 





	 
		33
	 

	 

	 
 

	 
		initial issuance of a Letter of Credit, such
		Letter of Credit Application shall specify in form and detail satisfactory to
		the L/C Issuer: (A) the proposed issuance date of the requested Letter of
		Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry
		date thereof; (D) the name and address of the beneficiary thereof; (E) the
		documents to be presented by such beneficiary in case of any drawing
		thereunder; (F) the full text of any certificate to be presented by such
		beneficiary in case of any drawing thereunder; and (G) such other matters as
		the L/C Issuer may require. In the case of a request for an amendment of any
		outstanding Letter of Credit, such Letter of Credit Application shall specify
		in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to
		be amended; (B) the proposed date of amendment thereof (which shall be a
		Business Day); (C) the nature of the proposed amendment; and (D) such other
		matters as the L/C Issuer may require. Additionally, the Borrowers shall
		furnish to the L/C Issuer and the Administrative Agent such other
		documents and information pertaining to such requested Letter of Credit
		issuance or amendment, including any Issuer Documents, as the L/C Issuer or the
		Administrative Agent may require.
	 

	 
		(ii) Promptly after receipt of any Letter of
		Credit Application, the L/C Issuer will confirm with the Administrative Agent
		(by telephone or in writing) that the Administrative Agent has received a copy
		of such Letter of Credit Application from the Borrowers and, if not, the L/C
		Issuer will provide the Administrative Agent with a copy thereof. Unless the
		L/C Issuer has received written notice from any Lender, the Administrative
		Agent or any Loan Party, at least one Business Day prior to the requested date
		of issuance or amendment of the applicable Letter of Credit, that one or more
		applicable conditions contained in Article V shall not be satisfied,
		then, subject to the terms and conditions hereof, the L/C Issuer shall, on the
		requested date, issue a Letter of Credit for the account of the Borrowers or
		the applicable Subsidiary or enter into the applicable amendment, as the case
		may be, in each case in accordance with the L/C Issuer’s usual and
		customary business practices. Immediately upon the issuance of each Letter of
		Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and
		unconditionally agrees to, purchase from the L/C Issuer a risk participation in
		such Letter of Credit in an amount equal to the product of such Lender’s
		Applicable Percentage times the amount of such Letter of Credit.
	 

	 
		(iii) If a Borrower so requests in any
		applicable Letter of Credit Application, the L/C Issuer may, in its sole and
		absolute discretion, agree to issue a Letter of Credit that has automatic
		extension provisions (each, an “Auto-Extension Letter of
		Credit” ); provided that any such Auto-Extension Letter of
		Credit must permit the L/C Issuer to prevent any such extension at least once
		in each twelve-month period (commencing with the date of issuance of such
		Letter of Credit) by giving prior notice to the beneficiary thereof not later
		than a day (the “Non-Extension Notice Date”) in each such
		twelve-month period to be agreed upon at the time such Letter of Credit is
		issued. Unless otherwise directed by the L/C Issuer, a Borrower shall not be
		required to make a specific request to the L/C Issuer for any such extension.
		Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be
		deemed to have authorized (but may not require) the L/C Issuer to permit the
		extension of such Letter of Credit at any time to an expiry date not later than
		the Letter of Credit Expiration Date; provided, however, that the
		L/C Issuer shall not permit any such extension if (A) the L/C Issuer has
		determined that it would not be permitted, or would have no obligation, at such
		time to issue such Letter of Credit in its revised form (as extended) under the
		terms hereof (by reason of the provisions of clause (ii) or (iii) of
		Section 2.03(a) or otherwise), or (B) it has received notice
		(which may be by telephone or in writing) on or before the day that is five
		Business Days before the Non-Extension Notice Date (1) from the
		Administrative Agent that the Required Lenders have elected not to permit such
		extension or (2) from the Administrative Agent, any Lender or the Borrower
		that one or more of the applicable conditions specified in
		Section 5.02 is not then satisfied, and in each such case directing
		the L/C Issuer not to permit such extension.
	 





	 
		34
	 

	 

	 
 

	 
		(iv) Promptly after its delivery of any
		Letter of Credit or any amendment to a Letter of Credit to an advising bank
		with respect thereto or to the beneficiary thereof, the L/C Issuer will also
		deliver to the Borrowers and the Administrative Agent a true and complete copy
		of such Letter of Credit or amendment.
	 

	 
		(c) Drawings and Reimbursements; Funding
		of Participations.
	 

	 
		(i) Upon receipt from the beneficiary of any
		Letter of Credit of any notice of drawing under such Letter of Credit, the L/C
		Issuer shall notify the Borrowers and the Administrative Agent thereof. Not
		later than 11:00 a.m. on the date of any payment by the L/C Issuer under a
		Letter of Credit to be reimbursed in Dollars or at the Applicable Time on the
		date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed
		in Alternative Currency (each such date, an “Honor Date”), the
		Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an
		amount equal to the amount of such drawing. In the case of a Letter of Credit
		denominated in Dollars, the applicable Borrower shall reimburse the L/C Issuer
		in Dollars. In the case of a Letter of Credit denominated in Alternative
		Currency, the applicable Borrower shall reimburse the L/C Issuer in Dollars
		unless the L/C Issuer (at its option) shall specify in such notice that it will
		require payment in Alternative Currency. In the case of any such reimbursement
		in Dollars of a drawing under a Letter of Credit denominated in Alternative
		Currency, the L/C Issuer shall notify the applicable Borrower of the Dollar
		Equivalent of the amount of the drawing promptly following the determination
		thereof. If the Borrowers fails to so reimburse the L/C Issuer by such time,
		the Administrative Agent shall promptly notify each Revolving Lender of the
		Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
		Amount”), and the amount of such Revolving Lender’s Applicable
		Percentage thereof. In such event, the Borrowers shall be deemed to have
		requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in
		an amount equal to the Unreimbursed Amount, without regard to the minimum and
		multiples specified in Section 2.02 for the principal amount of Base
		Rate Loans, but subject to the amount of the unutilized portion of the
		Aggregate Revolving Commitments and the conditions set forth in Section
		5.02 (other than the delivery of a Loan Notice). Any notice given by the
		L/C Issuer or the Administrative Agent pursuant to this Section
		2.03(c)(i) may be given by telephone if immediately confirmed in writing;
		provided that the lack of such an immediate confirmation shall not
		affect the conclusiveness or binding effect of such notice.
	 

	 
		(ii) Each Revolving Lender shall upon any
		notice pursuant to Section 2.03(c)(i) make funds available to the
		Administrative Agent for the account of the L/C Issuer at the Administrative
		Agent’s Office in an amount equal to its Applicable Percentage of the
		Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in
		such notice by the Administrative Agent, whereupon, subject to the provisions
		of Section 2.03(c)(iii), each Revolving Lender that so makes funds
		available shall be deemed to have made a Base Rate Loan to the Borrowers in
		such amount. The Administrative Agent shall remit the funds so received to the
		L/C Issuer in Dollars, or if requested by the L/C Issuer pursuant to the
		provisions of Section 2.03(c)(i), the equivalent amount thereof in
		Alternative Currency as determined by the Administrative Agent at such time on
		the basis of the Spot Rate (determined as of such funding date) for the
		purchase of Alternative Currency with Dollars.
	 

	 
		(iii) With respect to any Unreimbursed
		Amount that is not fully refinanced by a Borrowing of Base Rate Loans because
		the conditions set forth in Section 5.02 cannot be satisfied or for any
		other reason, the Borrowers shall be deemed to have incurred from the L/C
		Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
		refinanced, which L/C 
	 





	 
		35
	 

	 

	 
 

	 
		Borrowing shall be due and payable on demand
		(together with interest) and shall bear interest at the Default Rate. In such
		event, each Revolving Lender’s payment to the Administrative Agent for the
		account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be
		deemed payment in respect of its participation in such L/C Borrowing and shall
		constitute an L/C Advance from such Revolving Lender in satisfaction of its
		participation obligation under this Section 2.03.
	 

	 
		(iv) Until each Revolving Lender funds its
		Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to
		reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
		interest in respect of such Lender’s Applicable Percentage of such amount
		shall be solely for the account of the L/C Issuer.
	 

	 
		(v) Each Revolving Lender’s obligation
		to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts
		drawn under Letters of Credit, as contemplated by this Section 2.03(c),
		shall be absolute and unconditional and shall not be affected by any
		circumstance, including (A) any setoff, counterclaim, recoupment, defense or
		other right which such Revolving Lender may have against the L/C Issuer, the
		Borrowers or any other Person for any reason whatsoever; (B) the occurrence or
		continuance of a Default, or (C) any other occurrence, event or condition,
		whether or not similar to any of the foregoing; provided, however, that each
		Revolving Lender’s obligation to make Revolving Loans pursuant to this
		Section 2.03(c) is subject to the conditions set forth in Section
		5.02 (other than delivery by the Borrowers of a Loan Notice). No such
		making of an L/C Advance shall relieve or otherwise impair the obligation of
		the Borrowers to reimburse the L/C Issuer for the amount of any payment made by
		the L/C Issuer under any Letter of Credit, together with interest as provided
		herein.
	 

	 
		(vi) If any Revolving Lender fails to make
		available to the Administrative Agent for the account of the L/C Issuer any
		amount required to be paid by such Revolving Lender pursuant to the foregoing
		provisions of this Section 2.03(c) by the time specified in Section
		2.03(c)(ii), the L/C Issuer shall be entitled to recover from such
		Revolving Lender (acting through the Administrative Agent), on demand, such
		amount with interest thereon for the period from the date such payment is
		required to the date on which such payment is immediately available to the L/C
		Issuer at a rate per annum equal to the greater of the Overnight Rate and a
		rate determined by the L/C Issuer in accordance with banking industry rules on
		interbank compensation plus any administrative, processing or similar fees
		customarily charged by the L/C Issuer in connection with the foregoing. A
		certificate of the L/C Issuer submitted to any Revolving Lender (through the
		Administrative Agent) with respect to any amounts owing under this clause (vi)
		shall be conclusive absent manifest error.
	 

	 
		(d) Repayment of Participations. 
	 

	 
		(i) At any time after the L/C Issuer has
		made a payment under any Letter of Credit and has received from any Revolving
		Lender such Revolving Lender’s L/C Advance in respect of such payment in
		accordance with Section 2.03(c), if the Administrative Agent receives
		for the account of the L/C Issuer any payment in respect of the related
		Unreimbursed Amount or interest thereon (whether directly from the Borrowers or
		otherwise, including proceeds of cash collateral applied thereto by the
		Administrative Agent), the Administrative Agent will distribute to such
		Revolving Lender its Applicable Percentage thereof (appropriately adjusted, in
		the case of interest payments, to reflect the period of time during which such
		Revolving Lender’s L/C Advance was outstanding) in the same funds as those
		received by the Administrative Agent.
	 

	 
		(ii) If any payment received by the
		Administrative Agent for the account of the L/C Issuer pursuant to Section
		2.03(c)(i) is required to be returned under any of the circumstances

	 





	 
		36
	 

	 

	 
 

	 
		described in Section 11.05 (including
		pursuant to any settlement entered into by the L/C Issuer in its discretion),
		each Revolving Lender shall pay to the Administrative Agent for the account of
		the L/C Issuer its Applicable Percentage thereof on demand of the
		Administrative Agent, plus interest thereon from the date of such demand to the
		date such amount is returned by such Revolving Lender, at a rate per annum
		equal to the Federal Funds Rate from time to time in effect. The obligations of
		the Revolving Lenders under this clause shall survive the payment in full of
		the Obligations and the termination of this Agreement.
	 

	 
		(e) Obligations Absolute. The
		obligation of the Borrowers to reimburse the L/C Issuer for each drawing under
		each Letter of Credit and to repay each L/C Borrowing shall be absolute,
		unconditional and irrevocable, and shall be paid strictly in accordance with
		the terms of this Agreement under all circumstances, including the
		following:
	 

	 
		(i) any lack of validity or enforceability
		of such Letter of Credit, this Agreement, or any other Loan Document;
	 

	 
		(ii) the existence of any claim,
		counterclaim, setoff, defense or other right that any Borrower or any
		Subsidiary may have at any time against any beneficiary or any transferee of
		such Letter of Credit (or any Person for whom any such beneficiary or any such
		transferee may be acting), the L/C Issuer or any other Person, whether in
		connection with this Agreement, the transactions contemplated hereby or by such
		Letter of Credit or any agreement or instrument relating thereto, or any
		unrelated transaction;
	 

	 
		(iii) any draft, demand, certificate or
		other document presented under such Letter of Credit proving to be forged,
		fraudulent, invalid or insufficient in any respect or any statement therein
		being untrue or inaccurate in any respect; or any loss or delay in the
		transmission or otherwise of any document required in order to make a drawing
		under such Letter of Credit;
	 

	 
		(iv) any payment by the L/C Issuer under
		such Letter of Credit against presentation of a draft or certificate that does
		not strictly comply with the terms of such Letter of Credit; or any payment
		made by the L/C Issuer under such Letter of Credit to any Person purporting to
		be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
		creditors, liquidator, receiver or other representative of or successor to any
		beneficiary or any transferee of such Letter of Credit, including any arising
		in connection with any proceeding under any Debtor Relief Law; 
	 

	 
		(v) any adverse change in the relevant
		exchange rates or in the availability of Alternative Currency to a Borrower or
		any Subsidiary or in the relevant currency markets generally; or
	 

	 
		(vi) any other circumstance or happening
		whatsoever, whether or not similar to any of the foregoing, including any other
		circumstance that might otherwise constitute a defense available to, or a
		discharge of, any Loan Party or any Subsidiary.
	 

	 
		The Borrowers shall promptly examine a copy
		of each Letter of Credit and each amendment thereto that is delivered to it
		and, in the event of any claim of noncompliance with the Borrowers’
		instructions or other irregularity, the Borrowers will immediately notify the
		L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such
		claim against the L/C Issuer and its correspondents unless such notice is given
		as aforesaid.
	 

	 
		(f) Role of L/C Issuer. Each
		Revolving Lender and the Borrowers agree that, in paying any drawing under a
		Letter of Credit, the L/C Issuer shall not have any responsibility to obtain
		any document
	 





	 
		37
	 

	 

	 
 

	 
		(other than any sight draft, certificates
		and documents expressly required by such Letter of Credit) or to ascertain or
		inquire as to the validity or accuracy of any such document or the authority of
		the Person executing or delivering any such document. None of the L/C Issuer,
		the Administrative Agent, any of their respective Related Parties nor any
		correspondent, participant or assignee of the L/C Issuer shall be liable to any
		Lender for (i) any action taken or omitted in connection herewith at the
		request or with the approval of the Lenders or the Required Lenders, as
		applicable; (ii) any action taken or omitted in the absence of gross negligence
		or willful misconduct; or (iii) the due execution, effectiveness, validity or
		enforceability of any document or instrument related to any Letter of Credit or
		Issuer Document. The Borrowers hereby assume all risks of the acts or omissions
		of any beneficiary or transferee with respect to its use of any Letter of
		Credit; provided, however, that this assumption is not intended
		to, and shall not, preclude the Borrowers’ pursuing such rights and
		remedies as it may have against the beneficiary or transferee at law or under
		any other agreement. None of the L/C Issuer, the Administrative Agent, any of
		their respective Related Parties nor any correspondent, participant or assignee
		of the L/C Issuer shall be liable or responsible for any of the matters
		described in clauses (i) through (vi) of Section 2.03(e);
		provided, however, that anything in such clauses to the contrary
		notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the
		L/C Issuer may be liable to the Borrowers, to the extent, but only to the
		extent, of any direct, as opposed to consequential or exemplary, damages
		suffered by the Borrowers which the Borrowers prove were caused by the L/C
		Issuer’s willful misconduct or gross negligence or the L/C Issuer’s
		willful failure to pay under any Letter of Credit after the presentation to it
		by the beneficiary of a sight draft and certificate(s) strictly complying with
		the terms and conditions of a Letter of Credit unless the L/C Issuer is
		prevented or prohibited from so paying as a result of any order or directive of
		any court or other Governmental Authority. In furtherance and not in limitation
		of the foregoing, the L/C Issuer may accept documents that appear on their face
		to be in order, without responsibility for further investigation, regardless of
		any notice or information to the contrary, and the L/C Issuer shall not be
		responsible for the validity or sufficiency of any instrument transferring or
		assigning or purporting to transfer or assign a Letter of Credit or the rights
		or benefits thereunder or proceeds thereof, in whole or in part, which may
		prove to be invalid or ineffective for any reason.
	 

	 
		(g) Cash Collateral.
		
	 

	 
		(i) Upon the request of the
		Administrative Agent, (A) if the L/C Issuer has honored any full or partial
		drawing request under any Letter of Credit and such drawing has resulted in an
		L/C Borrowing, or (B) if, as of the Letter of Credit Expiration Date, any L/C
		Obligation for any reason remains outstanding, the Borrowers shall, in each
		case, immediately Cash Collateralize the then Outstanding Amount of all L/C
		Obligations. 
	 

	 
		(ii) In addition, if the Administrative
		Agent notifies the Borrowers at any time that the Outstanding Amount of all L/C
		Obligations in Alternative Currency at such time exceeds the Alternative
		Currency Letter of Credit Sublimit then in effect, then, within two Business
		Days after receipt of such notice, the Borrowers shall Cash Collateralize the
		L/C Obligations in an amount equal to the amount by which the Outstanding
		Amount of all L/C Obligations in Alternative Currency exceeds the Alternative
		Currency Letter of Credit Sublimit.
	 

	 
		(iii) The Administrative Agent may, at any
		time and from time to time after the initial deposit of cash collateral,
		request that additional cash collateral be provided in order and as required to
		protect against the results of exchange rate fluctuations.
	 

	 
		(iv) Sections 2.04 and 9.02(c)
		set forth certain additional requirements to deliver Cash Collateral hereunder.
		For purposes of this Section 2.03, Section 2.04 and Section
		9.02(c), “Cash Collateralize” means to pledge and deposit
		with or deliver to the Administrative Agent, for the benefit of the L/C Issuer
		and the Lenders, as collateral for the L/C Obligations, cash or
	 





	 
		38
	 

	 

	 
 

	 
		deposit account balances pursuant to
		documentation in form and substance satisfactory to the Administrative Agent
		and the L/C Issuer (which documents are hereby consented to by the Lenders).
		Derivatives of such term have corresponding meanings. The Borrowers hereby
		grant to the Administrative Agent, for the benefit of the L/C Issuer and the
		Lenders, a security interest in all such cash, deposit accounts and all
		balances therein and all proceeds of the foregoing. Cash Collateral shall be
		maintained in blocked, non-interest bearing deposit accounts at Bank of
		America.
	 

	 
		(h) Applicability of ISP. Unless
		otherwise expressly agreed by the L/C Issuer and the Borrowers when a Letter of
		Credit is issued (including any such agreement applicable to an Existing Letter
		of Credit), the rules of the ISP shall apply to each Letter of Credit.
	 

	 
		(i) Letter of Credit Fees. The
		Borrowers shall pay to the Administrative Agent for the account of each
		Revolving Lender in accordance with its Applicable Percentage a Letter of
		Credit fee (the “Letter of Credit Fee”) for each Letter of
		Credit equal to the Applicable Rate times the Dollar Equivalent of the
		daily maximum amount available to be drawn under such Letter of Credit. For
		purposes of computing the daily amount available to be drawn under any Letter
		of Credit, the amount of such Letter of Credit shall be determined in
		accordance with Section 1.06. Letter of Credit Fees shall be
		(i) computed on a quarterly basis in arrears and (ii) due and payable on
		the first Business Day after the end of each March, June, September and
		December, commencing with the first such date to occur after the issuance of
		such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
		on demand. If there is any change in the Applicable Rate during any quarter,
		the daily amount available to be drawn under each Letter of Credit shall be
		computed and multiplied by the Applicable Rate separately for each period
		during such quarter that such Applicable Rate was in effect. Notwithstanding
		anything to the contrary contained herein, upon the request of the Required
		Lenders, while any Event of Default exists, all Letter of Credit
		Fees shall accrue at the Default Rate.
	 

	 
		(j) Fronting Fee and Processing Charges
		Payable to L/C Issuer. The Borrowers shall pay directly to the L/C Issuer
		for its own account a fronting fee in Dollars with respect to each Letter of
		Credit, at the rate per annum specified in the Fee Letter (or such other amount
		as agreed to between the Borrowers and the L/C Issuer), computed on the Dollar
		Equivalent actual daily maximum amount available to be drawn under such Letter
		of Credit (whether or not such maximum amount is then in effect under such
		Letter of Credit) and on a quarterly basis in arrears. Such fronting fee shall
		be due and payable on the tenth Business Day after the end of each March, June,
		September and December in respect of the most recently-ended quarterly period
		(or portion thereof, in the case of the first payment), commencing with the
		first such date to occur after the issuance of such Letter of Credit, on the
		Letter of Credit Expiration Date and thereafter on demand. For purposes of
		computing the daily amount available to be drawn under any Letter of Credit,
		the amount of such Letter of Credit shall be determined in accordance with
		Section 1.06. In addition, the Borrowers shall pay directly to the L/C
		Issuer for its own account the customary issuance, presentation, amendment and
		other processing fees, and other standard costs and charges, of the L/C Issuer
		relating to letters of credit as from time to time in effect. Such customary
		fees and standard costs and charges are due and payable on demand and are
		nonrefundable.
	 

	 
		(k) Conflict with Issuer Documents.
		In the event of any conflict between the terms hereof and the terms of any
		Issuer Document, the terms hereof shall control.
	 

	 
		(l) Letters of Credit Issued for
		Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding
		hereunder is in support of any obligations of, or is for the account of, a
		Subsidiary, the Borrowers shall be obligated to reimburse the L/C Issuer
		hereunder for any and all drawings under such Letter of Credit. The Borrowers
		hereby acknowledge that the issuance of Letters of Credit for the account
		
	 




	 
		39
	 

	 

	 
 

	 
		of Subsidiaries inures to the benefit of the
		Borrowers, and that the Borrowers’ business derives substantial benefits
		from the businesses of such Subsidiaries.
	 

	 
			
				
				  2.04
				

			 	
				
				  Prepayments.
				

			 

 

	 
		(a) Voluntary Prepayments of Loans. The Borrowers may, upon notice from the Borrowers to
		the Administrative Agent, at any time or from time to time voluntarily prepay
		Revolving Loans and the Term Loans in whole or in part without premium or
		penalty; provided that (A) such notice must be received by the
		Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to
		any date of prepayment of Eurodollar Rate Loans and (2) on the date of
		prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans
		shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in
		excess thereof (or, if less, the entire principal amount thereof then
		outstanding); (C) any prepayment of Base Rate Loans shall be in a principal
		amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if
		less, the entire principal amount thereof then outstanding), (D) any prepayment
		of the Term A-1 Loans shall be applied ratably to the Scheduled Term Loan A-1
		Principal Payments, (E) any prepayment of the Term A-2 Loans shall be applied
		ratably to the Scheduled Term Loan A-2 Principal Payments and (F) any
		prepayment of Term B Loans shall be applied to the outstanding principal amount
		thereof. Each such notice shall specify the date and amount of such prepayment
		and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly
		notify each Lender of its receipt of each such notice, and of the amount of
		such Lender’s Applicable Percentage of such prepayment. If such notice is
		given by the Borrowers, the Borrowers shall make such prepayment and the
		payment amount specified in such notice shall be due and payable on the date
		specified therein. Any prepayment of a Eurodollar Rate Loan shall be
		accompanied by all accrued interest on the amount prepaid, together with any
		additional amounts required pursuant to Section 3.05.
		Each such prepayment shall be applied to the Loans of the Lenders in accordance
		with their respective Applicable Percentages. 
	 

	 
		(b) Mandatory Prepayments of Loans.
	 

	 
		(i) Commitments. If
		for any reason the Total Revolving Outstandings at any time exceed the
		Aggregate Revolving Commitments then in effect, the Borrowers shall immediately
		prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an
		aggregate amount equal to such excess; provided,
		however, that the Borrowers shall not be required to Cash
		Collateralize the L/C Obligations pursuant to this Section 2.04(b)(i) unless after the prepayment in full of the Revolving
		Loans the Total Revolving Outstandings exceed the Aggregate Revolving
		Commitments then in effect. 
	 

	 
		(ii) Dispositions and Involuntary
		Dispositions. The Borrowers shall
		immediately prepay the Loans and/or Cash Collateralize the L/C Obligations in
		an aggregate amount equal to 100% of the Net Cash Proceeds of all Dispositions
		(other than Permitted Transfers and Dispositions permitted by Section 8.05(b))
		and Involuntary Dispositions to the extent (A) such Net Cash Proceeds are not
		reinvested in Eligible Assets within 270 days of the date of
		such Disposition or Involuntary Disposition or (B) the aggregate amount of such
		Net Cash Proceeds not so reinvested exceeds $2,000,000 during any fiscal year.
		Any prepayment pursuant to this clause (ii) shall be applied as set forth in
		clause (v) below.
	 

	 
		(iii) Extraordinary Receipts. The Borrowers shall immediately prepay the Loans
		and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to
		100% of all Extraordinary Receipts received by the Loan Parties. Any prepayment
		pursuant to this clause (iii) shall be applied as set forth in clause (v)
		below.
	 

	 
		(iv) Equity Issuances. 
	 





	 
		40
	 

	 

	 
 

	 
		(A) Upon receipt of the Net Cash Proceeds
		from the IPO, the Loan Parties shall immediately prepay the Term A-1 Loans in
		the principal amount of $250,000,000 and
	 

	 
		(B) If at the time of any Equity Issuance
		(other than the IPO), the Management Fees paid directly or indirectly to (or
		deferred by) FIG are less than $240,000,000 for the twelve months preceding
		such Equity Issuance, then immediately upon the receipt by a Loan Party of the
		Net Cash Proceeds of any such Equity Issuance, the Borrowers shall prepay the
		Revolving Loans and Term A-1 Loans and/or Cash Collateralize the L/C
		Obligations in an aggregate amount equal to 50% of such Net Cash Proceeds. Any
		such prepayment shall be applied pro rata among the outstanding Revolving Loans
		(with a corresponding reduction in the Aggregate Revolving Commitments) and
		Term A-1 Loans (ratably to the Scheduled Term Loan A-1 Principal
		Payments).
	 

	 
		(v) Application of Mandatory Prepayments. All amounts required to be paid pursuant to
		Sections 2.04(b)(ii), and (iii) shall be
		applied first to the Term A-1 Loans (ratably to the Scheduled Term
		Loan A-1 Principal Payments), then (after the Term A-1 Loans have been paid in
		full) to the Revolving Loans (with a corresponding reduction in the Aggregate
		Revolving Commitments) and then (after all Revolving Loans have been repaid) to
		Cash Collateralize L/C Obligations (with a corresponding reduction in the
		Aggregate Revolving Commitments.
	 

	 
		Within the parameters of the applications
		set forth above, prepayments shall be applied first to Base Rate Loans and then
		to Eurodollar Rate Loans in direct order of Interest Period maturities. All
		prepayments under this Section
		2.04(b) shall be subject to
		Section 3.05, but otherwise without premium or penalty, and shall be
		accompanied by interest on the principal amount prepaid through the date of
		prepayment.
	 

	 
			
				
				  2.05
				

			 	
				
				  Termination or Reduction of
				  Commitments.
				

			 

 

	 
		(a) Optional Reductions. The Borrowers may, upon notice to the Administrative
		Agent, terminate the Aggregate Revolving Commitments, or from time to time
		permanently reduce the Aggregate Revolving Commitments to an amount not less
		than the Outstanding Amount of Revolving Loans and L/C Obligations;
		provided that (i) any such notice shall be received by the
		Administrative Agent (i) not later than 12:00 noon three (3) Business Days
		prior to the date of termination or reduction, (ii) any such partial
		reduction shall be in an aggregate amount of $5,000,000 or any whole multiple
		of $1,000,000 in excess thereof and (iii) if, after giving effect to any
		reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit
		or the Alternative Currency Letter of Credit Sublimit exceeds the amount of the
		Aggregate Revolving Commitments, such sublimit shall be automatically reduced
		by the amount of such excess. The Administrative Agent will promptly notify the
		Lenders of any such notice of termination or reduction of the Aggregate
		Revolving Commitments. Any reduction of the Aggregate Revolving Commitments
		shall be applied to the Revolving Commitment of each Lender according to its
		Applicable Percentage. All fees accrued with respect thereto until the
		effective date of any termination of the Aggregate Revolving Commitments shall
		be paid on the effective date of such termination. 
	 

	 
		(b) Mandatory Reductions. The Aggregate Revolving Commitments shall be
		permanently reduced (i) on December 31, 2010 to an amount equal to $100,000,000
		(unless the Aggregate Revolving Commitments have previously been reduced to a
		lower amount) and (ii) from time to time in accordance with Section 2.04(b)(v).
	 


	 
		41
	 

	 

	 
 

	 
			
				
				  2.06
				

			 	
				
				  Maturity and
				  Amortization.
				

			 

 

	 
		(a) Revolving Loans.
		The Borrowers shall repay to the Lenders on the Maturity Date the aggregate
		principal amount of all Revolving Loans outstanding on such date, together with
		all accrued but unpaid interest and all other amounts owing with respect
		thereto.
	 

	 
		(b) Term A-1 Loans.
		The Borrowers shall repay the outstanding principal amount of the Term A-1
		Loans in the following manner and in the amounts set forth in the table below
		(subject to the Scheduled Term Loan A-1 Principal Payments being hereafter
		adjusted as a result of prepayments made pursuant to Section 2.04),
		unless accelerated sooner pursuant to Section 9.02.
		
	 

	 
		 
	 

	 
			
				
				  Payment Date
				

			 	 	
				
				  Principal Amortization
				  
 Payment for Term
				  A-1
  Loans
				

			 
	
				
 	 	
				
 
	 If the IPO occurs on or before December 31,
				2007: 
	
				December 31, 2009 	 	 $35,000,000 
	June
				30, 2010 	 	15,000,000 
	December 31, 2010 	 	0 
	 If the IPO does not occur on or before December
				31, 2007: 
	
				January 7, 2008 	 	 $100,000,000 
	 June
				30, 2008 	 	 $50,000,000 
	
				December 31, 2008 	 	 $50,000,000 
	 June
				30, 2009 	 	 $50,000,000 
	
				December 31, 2009 	 	 $50,000,000 
	 June
				30, 2010 	 	 $0 

 

	 
		(c) Term A-2 Loans.
		The Borrowers shall repay the outstanding principal amount of the Term A-2
		Loans in the following manner and in the following amounts (subject to the
		Scheduled Term Loan A-2 Principal Payments being hereafter adjusted as a result
		of prepayments made pursuant to Section
		2.04), unless accelerated sooner
		pursuant to Section 9.02: On June 30, 2010, a principal amortization payment of
		$50,000,000 shall be due and payable; provided, however, that in the event the
		IPO occurs on or before December 31, 2007, then payment of $30,000,000 of such
		principal amortization payment may be deferred to December 31, 2010. 
	 

	 
		(d) Term B Loans. On
		the Maturity Date, the aggregate principal amount of all remaining Term B Loans
		outstanding on such date, together with all accrued and unpaid interest and all
		other amounts owing with respect thereto shall be due and payable in
		full.
	 


	 
		42
	 

	 

	 
 

	 
			
				
				  2.07
				

			 	
				
				  Interest.
				

			 

 

	 
		(a) Subject to the provisions of subsection
		(b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
		principal amount thereof for each Interest Period at a rate per annum equal to
		the sum of the Eurodollar Rate for such Interest Period plus the
		Applicable Rate and (ii) each Base Rate Loan shall bear interest on the
		outstanding principal amount thereof from the applicable borrowing date at a
		rate per annum equal to the Base Rate plus the
		Applicable Rate.
	 

	 
		(b) (i) Upon the request of the Required
		Lenders, while any Event of Default exists, the Borrowers shall pay interest on
		all outstanding Obligations hereunder at a fluctuating interest rate per annum
		at all times equal to the Default Rate to the fullest extent permitted by
		applicable Laws. 
	 

	 
		(ii) Accrued and unpaid interest on past due
		amounts (including interest on past due interest) shall be due and payable upon
		demand.
	 

	 
		(c) Interest on each Loan shall be due and
		payable in arrears on each Interest Payment Date applicable thereto and at such
		other times as may be specified herein. Interest hereunder shall be due and
		payable in accordance with the terms hereof before and after judgment, and
		before and after the commencement of any proceeding under any Debtor Relief
		Law.
	 

	 
			
				
				  2.08
				

			 	
				
				  Fees.
				

			 

 

	 
		In addition to certain fees described in
		subsections (i) and (j) of Section
		2.03:
	 

	 
		(a) Commitment Fees.
		The Borrowers shall pay to the Administrative Agent, for the account of each
		Lender in accordance with its Applicable Percentage, a commitment fee equal to
		the product of (i) the Applicable Rate times (ii) the
		actual daily amount by which the Aggregate Revolving Commitments exceed the sum
		of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount
		of L/C Obligations. The Commitment Fees shall accrue at all times during the
		Availability Period, including at any time during which one or more of the
		conditions in Article V is not met, and shall be due and payable quarterly in
		arrears on the last Business Day of each March, June, September and December,
		commencing with last Business Day in June following the Closing Date, and on
		the Maturity Date. The Commitment Fees shall be calculated quarterly in
		arrears, and if there is any change in the Applicable Rate during any quarter,
		the actual daily amount shall be computed and multiplied by the Applicable Rate
		separately for each period during such quarter that such Applicable Rate was in
		effect. 
	 

	 
		(b) Fee Letter. The
		Borrowers shall pay to BAS and the Administrative Agent for their own
		respective accounts fees in the amounts and at the times specified in the Fee
		Letter. Such fees shall be fully earned when paid and shall be non-refundable
		for any reason whatsoever.
	 

	 
			
				
				  2.09
				

			 	
				
				  Computation of Interest and
				  Fees.
				

			 

 

	 
		All computations of interest for Base Rate
		Loans when the Base Rate is determined by Bank of America’s “prime
		rate” shall be made on the basis of a year of 365 or 366 days, as the case
		may be, and actual days elapsed. All other computations of fees and interest
		shall be made on the basis of a 360-day year and actual days elapsed (which
		results in more fees or interest, as applicable, being paid than if computed on
		the basis of a 365-day year). Interest shall accrue on each Loan for the day on
		which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
		for the day on which the Loan or such portion is paid, provided that
		any Loan that is repaid on the same day on which it is made shall, 
	 


	 
		43
	 

	 

	 
 

	 
		subject to Section 2.11(a),
		bear interest for one day. Each determination by the Administrative Agent of an
		interest rate or fee hereunder shall be conclusive and binding for all
		purposes, absent manifest error  . 
	 

	 
			
				
				  2.10
				

			 	
				
				  Evidence of Debt.
				

			 

 

	 
		(a) The Credit Extensions made by each
		Lender shall be evidenced by one or more accounts or records maintained by such
		Lender and by the Administrative Agent in the ordinary course of business. The
		accounts or records maintained by the Administrative Agent and each Lender
		shall be conclusive absent manifest error of the amount of the Credit
		Extensions made by the Lenders to the Borrowers and the interest and payments
		thereon. Any failure to so record or any error in doing so shall not, however,
		limit or otherwise affect the obligation of the Borrowers hereunder to pay any
		amount owing with respect to the Obligations. In the event of any conflict
		between the accounts and records maintained by any Lender and the accounts and
		records of the Administrative Agent in respect of such matters, the accounts
		and records of the Administrative Agent shall control in the absence of
		manifest error. The Borrowers shall execute and deliver to such Lender (through
		the Administrative Agent) (i) a promissory note, which shall evidence a
		Revolving Lender’s Revolving Loans, in the form of Exhibit 2.10(a)(i) (each a “Revolving Note”), (ii) a promissory note which shall
		evidence a Term Loan A-1 Lender’s Term A-1 Loans, in the form of
		Exhibit 2.10(a)(ii) (each a “Term Loan A-1 Note”) (iii) a promissory note which shall evidence a
		Term Loan A-2 Lender’s Term A-2 Loans, in the form of Exhibit 2.10(a)(iii) (each a “Term Loan A-2 Note”)and (iv) a promissory note which shall evidence a
		Term Loan B Lender’s Term B Loans, in the form of Exhibit 2.10(a)(iv) (each a “Term Loan B Note”), in each case, in addition to such accounts or
		records. Each Lender may attach schedules to its Note(s) and endorse thereon
		the date, Type (if applicable), amount and maturity of its Loans and payments
		with respect thereto.
	 

	 
		(b) In addition to the accounts and records
		referred to in subsection (a), each Lender and the Administrative Agent shall
		maintain in accordance with its usual practice accounts or records evidencing
		the purchases and sales by such Lender of participations in Letters of Credit.
		In the event of any conflict between the accounts and records maintained by the
		Administrative Agent and the accounts and records of any Lender in respect of
		such matters, the accounts and records of the Administrative Agent shall
		control in the absence of manifest error.
	 

	 
			
				
				  2.11
				

			 	
				
				  Payments Generally;
				  Administrative Agent’s Clawback.
				

			 

 

	 
		(a) General. All
		payments to be made by the Borrowers shall be made without condition or
		deduction for any counterclaim, defense, recoupment or setoff. Except as
		otherwise expressly provided herein, all payments by the Borrowers hereunder
		shall be made to the Administrative Agent, for the account of the respective
		Lenders to which such payment is owed, at the Administrative Agent’s
		Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date
		specified herein. The Administrative Agent will promptly distribute to each
		Lender its Applicable Percentage (or other applicable share as provided herein)
		of such payment in like funds as received by wire transfer to such
		Lender’s Lending Office. All payments received by the Administrative Agent
		(i) after 2:00 p.m. in the case of payment in Dollars or (ii) after the
		Applicable Time specified by the Administrative Agent in the case of payments
		in Alternative Currency shall, in each case, be deemed received on the next
		succeeding Business Day and any applicable interest or fee shall continue to
		accrue. Subject to the definition of “Interest Period”, if any
		payment to be made by the Borrowers shall come due on a day other than a
		Business Day, payment shall be made on the next following Business Day, and
		such extension of time shall be reflected in computing interest or fees, as the
		case may be.
	 

	 
		(b) (i) Funding by Lenders; Presumption by Administrative
		Agent. Unless the Administrative Agent
		shall have received notice from a Lender prior to the proposed date of any
		Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
		Rate Loans, prior 
	 


	 
		44
	 

	 

	 
 

	 
		to 12:00 noon on the date of such Borrowing)
		that such Lender will not make available to the Administrative Agent such
		Lender’s share of such Borrowing, the Administrative Agent may assume that
		such Lender has made such share available on such date in accordance with
		Section 2.02 (or, in the case of any Borrowing of Base Rate Loans,
		that such Lender has made such share available in accordance with and at the
		time required by Section
		2.02) and may, in reliance upon such
		assumption, make available to the Borrowers a corresponding amount. In such
		event, if a Lender has not in fact made its share of the applicable Borrowing
		available to the Administrative Agent, then the applicable Lender and the
		Borrowers severally agree to pay to the Administrative Agent forthwith on
		demand such corresponding amount in immediately available funds with interest
		thereon, for each day from and including the date such amount is made available
		to the Borrowers to but excluding the date of payment to the Administrative
		Agent, at (A) in the case of a payment to be made by such Lender, the greater
		of the Federal Funds Rate and a rate determined by the Administrative Agent in
		accordance with banking industry rules on interbank compensation and (B) in the
		case of a payment to be made by the Borrowers, the interest rate applicable to
		Base Rate Loans. If the Borrowers and such Lender shall pay such interest to
		the Administrative Agent for the same or an overlapping period, the
		Administrative Agent shall promptly remit to the Borrowers the amount of such
		interest paid by the Borrowers for such period. If such Lender pays its share
		of the applicable Borrowing to the Administrative Agent, then the amount so
		paid shall constitute such Lender’s Loan included in such Borrowing. Any
		payment by the Borrowers shall be without prejudice to any claim the Borrowers
		may have against a Lender that shall have failed to make such payment to the
		Administrative Agent.
	 

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

	 
		A notice of the Administrative Agent to any
		Lender or the Borrowers with respect to any amount owing under this subsection
		(b) shall be conclusive, absent manifest error.
	 

	 
		(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative
		Agent funds for any Loan to be made by such Lender as provided in the foregoing
		provisions of this Article
		II, and such funds are not made
		available to the Borrowers by the Administrative Agent because the conditions
		to the applicable Credit Extension set forth in Article V are
		not satisfied or waived in accordance with the terms hereof, the Administrative
		Agent shall return such funds (in like funds as received from such Lender) to
		such Lender, without interest.
	 

	 
		(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
		Loans, to fund participations in Letters of Credit and to make payments
		pursuant to Section
		11.04(c) are several and not joint. The
		failure of any Lender to make any Loan, to fund any such participation or to
		make any payment under Section
		11.04(c) on any date required hereunder
		shall not relieve any other Lender of its corresponding obligation to do so on
		such date, and no Lender shall be responsible for the
	 


	 
		45
	 

	 

	 
 

	 
	 

	 
		failure of any other Lender to so make its
		Loan, to purchase its participation or to make its payment under
		Section 11.04(c).
	 

	 
		(e) Funding Source.
		Nothing herein shall be deemed to obligate (i) any Lender to obtain the
		funds for any Loan in any particular place or manner or to constitute a
		representation by any Lender that it has obtained or will obtain the funds for
		any Loan in any particular place or manner or (ii) any Lender (other than the
		L/C Issuer with respect to Letters of Credit denominated in Alternative
		Currency) to make any payments or Loans in any currency other than
		Dollars.
	 

	 
			
				
				  2.12
				

			 	
				
				  Sharing of Payments by
				  Lenders.
				

			 

 

	 
		If any Lender shall, by exercising any right
		of setoff or counterclaim or otherwise, obtain payment in respect of any
		principal of or interest on any of the Loans made by it, or the participations
		in L/C Obligations held by it resulting in such Lender’s receiving payment
		of a proportion of the aggregate amount of such Loans or participations and
		accrued interest thereon greater than its pro
		rata share thereof as provided herein, then the Lender
		receiving such greater proportion shall (a) notify the Administrative Agent of
		such fact and (b) purchase (for cash at face value) participations in the Loans
		and subparticipations in L/C Obligations of the other applicable Lenders, or
		make such other adjustments as shall be equitable, so that the benefit of all
		such payments shall be shared by the applicable Lenders ratably in accordance
		with the aggregate amount of principal of and accrued interest on their
		respective Loans and other amounts owing them, provided
		that:
	 

	 
		(i) if any such participations or
		subparticipations are purchased and all or any portion of the payment giving
		rise thereto is recovered, such participations or subparticipations shall be
		rescinded and the purchase price restored to the extent of such recovery,
		without interest; and
	 

	 
		(ii) the provisions of this Section shall
		not be construed to apply to (x) any payment made by the Borrowers pursuant to
		and in accordance with the express terms of this Agreement or (y) any payment
		obtained by a Lender as consideration for the assignment of or sale of a
		participation in any of its Loans or subparticipations in L/C Obligations to
		any assignee or participant, other than to any Borrower or any Subsidiary
		thereof (as to which the provisions of this Section shall apply).
	 

	 
		Each Loan Party consents to the foregoing
		and agrees, to the extent it may effectively do so under applicable law, that
		any Lender acquiring a participation pursuant to the foregoing arrangements may
		exercise against such Loan Party rights of setoff and counterclaim with respect
		to such participation as fully as if such Lender were a direct creditor of such
		Loan Party in the amount of such participation.
	 

	 
			
				
				  2.13
				

			 	
				
				  Joint and Several Liability of
				  Borrowers.
				

			 

 

	 
		(a) Each of the Borrowers is accepting joint
		and several liability hereunder in consideration of the financial accommodation
		to be provided by the Lenders under this Agreement, for the mutual benefit,
		directly and indirectly, of each of the Borrowers and in consideration of the
		undertakings of each of the Borrowers to accept joint and several liability for
		the obligations of each of them.
	 

	 
		(b) Each of the Borrowers jointly and
		severally hereby irrevocably and unconditionally accepts, not merely as a
		surety but also as a co-debtor, joint and several liability with the other
		Borrower with respect to the payment and performance of all of the Obligations
		arising under this Agreement and the other Loan Documents, it being the
		intention of the parties hereto that all the
	 


	 
		46
	 

	 

	 
 

	 
		 Obligations shall be the joint and several
		obligations of each of the Borrowers without preferences or distinction among
		them.
	 

	 
		(c) If and to the extent that either of the
		Borrowers shall fail to make any payment with respect to any of the Obligations
		as and when due or to perform any of the Obligations in accordance with the
		terms thereof, then in each such event, the other Borrower will make such
		payment with respect to, or perform, such Obligation.
	 

	 
		(d) The obligations of each Borrower under
		the provisions of this Section
		2.13 constitute full recourse
		obligations of such Borrower, enforceable against it to the full extent of its
		properties and assets.
	 

	 
		(e) Except as otherwise expressly provided
		herein, to the extent permitted by law, each Borrower (in its capacity as a
		joint and several obligor in respect of the obligations of the other Borrower)
		hereby waives notice of acceptance of its joint and several liability, notice
		of occurrence of any Default or Event of Default (except to the extent notice
		is expressly required to be given pursuant to the terms of this Agreement), or
		of any demand for any payment under this Agreement, notice of any action at any
		time taken or omitted by the Administrative Agent or the Lenders under or in
		respect of any of the obligations hereunder, any requirement of diligence and,
		generally, all demands, notices and other formalities of every kind in
		connection with this Agreement. Each Borrower hereby assents to, and waives
		notice of, any extension or postponement of the time for the payment of any of
		the Obligations, the acceptance of any partial payment thereon, any waiver,
		consent or other action or acquiescence by the Administrative Agent or the
		Lenders at any time or times in respect of any default by the other Borrower in
		the performance or satisfaction of any term, covenant, condition or provision
		of this Agreement, any and all other indulgences whatsoever by the
		Administrative Agent or the Lenders in respect of any of the obligations
		hereunder, and the taking, addition, substitution or release, in whole or in
		part, at any time or times, of any security for any of such obligations or the
		addition, substitution or release, in whole or in part, of the other Borrower.
		Without limiting the generality of the foregoing, each Borrower (in its
		capacity as a joint and several obligor in respect of the obligations of the
		other Borrower) assents to any other action or delay in acting or any failure
		to act on the part of the Administrative Agent or the Lenders, including,
		without limitation, any failure strictly or diligently to assert any right or
		to pursue any remedy or to comply fully with applicable laws or regulations
		thereunder which might, but for the provisions of this Section 2.13,
		afford grounds for terminating, discharging or relieving such Borrower, in
		whole or in part, from any of its obligations under this Section 2.13, it
		being the intention of each Borrower that, so long as any of the Obligations
		hereunder remain unsatisfied, the obligations of such Borrower under this
		Section 2.13 shall not be discharged except by performance and then
		only to the extent of such performance. The obligations of each Borrower under
		this Section 2.13 shall not be diminished or rendered unenforceable by
		any winding up, reorganization, arrangement, liquidation, reconstruction or
		similar proceeding with respect to any Borrower or a Lender. The joint and
		several liability of the Borrowers hereunder shall continue in full force and
		effect notwithstanding any absorption, merger, amalgamation or any other change
		whatsoever in the name, membership, constitution or place of formation of any
		Borrower or any of the Lenders.
	 

	 
		(f) The provisions of this Section 2.13 are
		made for the benefit of the Lenders and their successors and assigns, and may
		be enforced by them from time to time against either of the Borrowers as often
		as occasion therefor may arise and without requirement on the part of the
		Lenders first to marshal any of its claims or to exercise any of its rights
		against the other Borrower or to exhaust any remedies available to it against
		the other Borrower or to resort to any other source or means of obtaining
		payment of any of the Obligations hereunder or to elect any other remedy. The
		provisions of this Section 2.13
		shall remain in effect until all the
		Obligations shall have been paid in 
	 


	 
		47
	 

	 

	 
 

	 
		full or otherwise fully satisfied. If at any
		time, any payment, or any part thereof, made in respect of any of the
		Obligations is rescinded or must otherwise be restored or returned by the
		Lenders upon the insolvency, bankruptcy or reorganization of either of the
		Borrowers, or otherwise, the provisions of this Section 2.13
		will forthwith be reinstated and in effect as though such payment had not been
		made.
	 

	 
		(g) Notwithstanding any provision to the
		contrary contained herein or in any of the other Loan Documents, to the extent
		the obligations of any Borrower shall be adjudicated to be invalid or
		unenforceable for any reason (including, without limitation, because of any
		applicable state or federal law relating to fraudulent conveyances or
		transfers) then the obligations of such Borrower hereunder shall be limited to
		the maximum amount that is permissible under applicable law (whether federal or
		state and including, without limitation, the Bankruptcy Code of the United
		States).
	 

	 
			
				
				  2.14
				

			 	
				
				  Appointment of
				  FIG.
				

			 

 

	 
		Each Borrower, other than FIG, hereby
		appoints FIG to act as its agent for all purposes under this Agreement
		(including, without limitation, with respect to all matters related to the
		borrowing and repayment of Loans) and agrees that (a) FIG may execute such
		documents on behalf of the other Borrowers as FIG deems appropriate in its sole
		discretion and the other Borrowers shall be obligated by all of the terms of
		any such document executed on its behalf, (b) any notice or communication
		delivered by the Administrative Agent or the Lender to FIG shall be deemed
		delivered to the applicable Borrower and (c) the Administrative Agent or the
		Lenders may accept, and be permitted to rely on, any document, instrument or
		agreement executed by FIG on behalf of the other Borrowers.
	 

	 
		ARTICLE III
	 

	 
		TAXES, YIELD PROTECTION AND
		ILLEGALITY
	 

	 
			
				
				  3.01
				

			 	
				
				  Taxes.
				

			 

 

	 
		(a) Payments Free of Taxes. Any and all payments by or on account of any
		obligation of the Loan Parties hereunder or under any other Loan Document shall
		be made free and clear of and without reduction or withholding for any
		Indemnified Taxes or Other Taxes, provided that if
		any Loan Party shall be required by applicable law to deduct any Indemnified
		Taxes (including any Other Taxes) from such payments, then (i) the sum payable
		shall be increased as necessary so that after making all required deductions
		(including deductions applicable to additional sums payable under this Section)
		the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
		amount equal to the sum it would have received had no such deductions been
		made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party
		shall timely pay the full amount deducted to the relevant Governmental
		Authority in accordance with applicable law.
	 

	 
		(b) Payment of Other Taxes by the Loan
		Parties. Without limiting the
		provisions of subsection (a) above, the Loan Parties shall timely pay any Other
		Taxes to the relevant Governmental Authority in accordance with applicable
		law.
	 

	 
		(c) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative
		Agent, each Lender and the L/C Issuer, within 10 days after demand therefor,
		for the full amount of any Indemnified Taxes or Other Taxes (including
		Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
		amounts payable under this Section) paid by the Administrative Agent, 
	 


	 
		48
	 

	 

	 
 

	 
		such Lender or the L/C Issuer, as the case
		may be, and reasonable expenses arising therefrom or with respect thereto,
		whether or not such Indemnified Taxes or Other Taxes were correctly or legally
		imposed or asserted by the relevant Governmental Authority. A certificate as to
		the amount of such payment or liability delivered to the Borrowers by a Lender
		or the L/C Issuer (with a copy to the Administrative Agent), or by the
		Administrative Agent on its own behalf or on behalf of a Lender or the L/C
		Issuer, setting forth in reasonable detail the basis of such amounts, shall be
		conclusive absent manifest error.
	 

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

	 
		(e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
		from or reduction of withholding tax under the law of the jurisdiction in which
		the Borrowers are residents for tax purposes, or any treaty to which such
		jurisdiction is a party, with respect to payments hereunder or under any other
		Loan Document shall deliver to the Borrowers (with a copy to the Administrative
		Agent), at the time or times prescribed by applicable law or reasonably
		requested by the Borrowers or the Administrative Agent, such properly completed
		and executed documentation prescribed by applicable law as will permit such
		payments to be made without withholding or at a reduced rate of withholding. In
		addition, any Lender or the L/C Issuer, if requested by the Borrowers or the
		Administrative Agent, shall deliver such other documentation prescribed by
		applicable law or reasonably requested by the Borrowers or the Administrative
		Agent as will enable the Borrowers or the Administrative Agent to determine
		whether or not such Lender is subject to backup withholding or information
		reporting requirements.
	 

	 
		Without limiting the generality of the
		foregoing, in the event that the Borrowers are residents for tax purposes in
		the United States, any Foreign Lender shall deliver to the Borrowers and the
		Administrative Agent (in such number of copies as shall be requested by the
		recipient) on or prior to the date on which such Foreign Lender becomes a
		Lender under this Agreement (and from time to time thereafter upon the request
		of the Borrowers or the Administrative Agent and upon the expiration of a
		previously delivered form, but only if such Foreign Lender is legally entitled
		to do so), whichever of the following is applicable:
	 

	 
		(i) duly completed copies of Internal
		Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax
		treaty to which the United States is a party,
	 

	 
		(ii) duly completed copies of Internal
		Revenue Service Form W-8ECI,
	 

	 
		(iii) in the case of a Foreign Lender
		claiming the benefits of the exemption for portfolio interest under section
		881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is
		not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
		Code, (B) a “10 percent shareholder” of the Borrowers within the
		meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
		corporation” described in section 881(c)(3)(C) of the Code and (y) duly
		completed copies of Internal Revenue Service Form W-8BEN, or
	 

	 
		(iv) any other form prescribed by applicable
		law as a basis for claiming exemption from or a reduction in United States
		Federal withholding tax duly completed together with such supplementary
		documentation as may be prescribed by applicable law to permit the Borrowers to
		determine the withholding or deduction required to be made.
	 


	 
		49
	 

	 

	 
 

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

	 
			
				
				  3.02
				

			 	
				
				  Illegality.
				

			 

 

	 
		If any Lender determines that any Law has
		made it unlawful, or that any Governmental Authority has asserted that it is
		unlawful, for any Lender or its applicable Lending Office to make, maintain or
		fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
		the Eurodollar Rate, or any Governmental Authority has imposed material
		restrictions on the authority of such Lender to purchase or sell, or to take
		deposits of, Dollars in the London interbank market, then, on notice thereof by
		such Lender to the Borrowers through the Administrative Agent, any obligation
		of such Lender to make or continue Eurodollar Rate Loans or to convert Base
		Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender
		notifies the Administrative Agent and the Borrowers that the circumstances
		giving rise to such determination no longer exist. Upon receipt of such notice,
		the Borrowers shall, upon demand from such Lender (with a copy to the
		Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
		Loans of such Lender to Base Rate Loans, either on the last day of the Interest
		Period therefor, if such Lender may lawfully continue to maintain such
		Eurodollar Rate Loans to such day, or immediately, if such Lender may not
		lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
		prepayment or conversion, the Borrowers shall also pay accrued interest on the
		amount so prepaid or converted.
	 

	 
			
				
				  3.03
				

			 	
				
				  Inability to Determine
				  Rates.
				

			 

 

	 
		If the Required Lenders determine that for
		any reason in connection with any request for a Eurodollar Rate Loan or a
		conversion to or continuation thereof that (a) Dollar deposits are not
		being offered to banks in the London interbank eurodollar market for the
		applicable amount and Interest Period of such Eurodollar Rate Loan, (b)
		adequate and reasonable means do not exist for determining the Eurodollar Base
		Rate for any requested Interest Period with respect to a proposed Eurodollar
		Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest
		Period with respect to a proposed Eurodollar Rate Loan does not adequately and
		fairly reflect the cost to the Lenders of funding such Loan, the Administrative
		Agent will promptly notify the Borrowers and all Lenders. Thereafter, the
		obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be
		suspended until the Administrative Agent revokes such notice. Upon receipt of
		such notice, the Borrowers may revoke any pending request for a Borrowing,
		conversion or continuation of Eurodollar Rate Loans or, failing that, will be
		deemed to have converted such request into a request for a Borrowing of Base
		Rate Loans in the amount specified therein.
	 


	 
		50
	 

	 

	 
 

	 
		 
	 

	 
			
				
				  3.04
				

			 	
				
				  Increased Costs.
				

			 

 

	 
		(a) Increased Costs Generally. If any Change in Law shall:
	 

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

	 
		(ii) subject any Lender or the L/C Issuer to
		any tax of any kind whatsoever with respect to this Agreement, any Letter of
		Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan
		made by it, or change the basis of taxation of payments to such Lender or the
		L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
		covered by Section 3.01 and the imposition of, or any change in the rate of,
		any Excluded Tax payable by such Lender or the L/C Issuer); or
	 

	 
		(iii) impose on any Lender or the L/C Issuer
		or the London interbank market any other condition, cost or expense affecting
		this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of
		Credit or participation therein;
	 

	 
		and the result of any of the foregoing shall
		be to increase the cost to such Lender of making or maintaining any Eurodollar
		Rate Loan (or of maintaining its obligation to make any such Loan), or to
		increase the cost to such Lender or the L/C Issuer of participating in, issuing
		or maintaining any Letter of Credit (or of maintaining its obligation to
		participate in or to issue any Letter of Credit), or to reduce the amount of
		any sum received or receivable by such Lender or the L/C Issuer hereunder
		(whether of principal, interest or any other amount) then, upon request of such
		Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C
		Issuer, as the case may be, such additional amount or amounts as will
		compensate such Lender or the L/C Issuer, as the case may be, for such
		additional costs incurred or reduction suffered.
	 

	 
		(b) Capital Requirements. If any Lender or the L/C Issuer determines that any
		Change in Law affecting such Lender or the L/C Issuer or any Lending Office of
		such Lender or such Lender’s or the L/C Issuer’s holding company, if
		any, regarding capital requirements has or would have the effect of reducing
		the rate of return on such Lender’s or the L/C Issuer’s capital or on
		the capital of such Lender’s or the L/C Issuer’s holding company, if
		any, as a consequence of this Agreement, the Commitments of such Lender or the
		Loans made by, or participations in Letters of Credit held by, such Lender, or
		the Letters of Credit issued by the L/C Issuer, to a level below that which
		such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
		holding company could have achieved but for such Change in Law (taking into
		consideration such Lender’s or the L/C Issuer’s policies and the
		policies of such Lender’s or the L/C Issuer’s holding company with
		respect to capital adequacy), then from time to time the Borrowers will pay to
		such Lender or the L/C Issuer, as the case may be, such additional amount or
		amounts as will compensate such Lender or the L/C Issuer or such Lender’s
		or the L/C Issuer’s holding company for any such reduction
		suffered.
	 

	 
		(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting
		forth the amount or amounts necessary to compensate such Lender or the L/C
		Issuer or its holding company, as the case may be, as specified in subsection
		(a) or (b) of this Section and delivered to the Borrowers shall be conclusive
		absent manifest error. The Borrowers shall pay such Lender or the L/C Issuer,
		as the case may be, the amount shown as due on any such certificate within 10
		days after receipt thereof.
	 


	 
		51
	 

	 

	 
 

	 
		(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C
		Issuer to demand compensation pursuant to the foregoing provisions of this
		Section shall not constitute a waiver of such Lender’s or the L/C
		Issuer’s right to demand such compensation, provided that
		the Borrowers shall not be required to compensate a Lender or the L/C Issuer
		pursuant to the foregoing provisions of this Section for any increased costs
		incurred or reductions suffered more than nine months prior to the date that
		such Lender or the L/C Issuer, as the case may be, notifies the Borrowers of
		the Change in Law giving rise to such increased costs or reductions and of such
		Lender’s or the L/C Issuer’s intention to claim compensation therefor
		(except that, if the Change in Law giving rise to such increased costs or
		reductions is retroactive, then the nine-month period referred to above shall
		be extended to include the period of retroactive effect thereof).
	 

	 
			
				
				  3.05
				

			 	
				
				  Compensation for
				  Losses.
				

			 

 

	 
		Upon demand of any Lender (with a copy to
		the Administrative Agent) from time to time, the Borrowers shall promptly
		compensate such Lender for and hold such Lender harmless from any loss, cost or
		expense incurred by it as a result of:
	 

	 
		(a) any continuation, conversion, payment or
		prepayment of any Eurodollar Rate Loan on a day other than the last day of the
		Interest Period for such Eurodollar Rate Loan (whether voluntary, mandatory,
		automatic, by reason of acceleration, or otherwise);
	 

	 
		(b) any failure by the Borrowers (for a
		reason other than the failure of such Lender to make a Loan) to prepay, borrow,
		continue or convert any Eurodollar Rate Loan on the date or in the amount
		notified by the Borrowers; 
	 

	 
		(c) any assignment of a Eurodollar Rate Loan
		on a day other than the last day of the Interest Period therefor as a result of
		a request by the Borrowers pursuant to Section 11.13;
		or
	 

	 
		(d) any failure by the Borrowers to make
		payment of any drawing under any Letter of Credit (or interest due thereon)
		denominated in Dollars or in Alternative Currency, as requested by the L/C
		Issuer, pursuant to the terms hereof; or
	 

	 
		including any loss or expense arising from
		the liquidation or reemployment of funds obtained by it to maintain such Loan
		or from fees payable to terminate the deposits from which such funds were
		obtained and from any foreign currency exchange losses. The Borrowers shall
		also pay any customary administrative fees charged by such Lender in connection
		with the foregoing.
	 

	 
		For purposes of calculating amounts payable
		by the Borrowers to the Lenders under this Section 3.05,
		each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
		at the Eurodollar Rate for such Loan by a matching deposit or other borrowing
		in the London interbank eurodollar market for a comparable amount and for a
		comparable period, whether or not such Eurodollar Rate Loan was in fact so
		funded.
	 

	 
			
				
				  3.06
				

			 	
				
				  Mitigation Obligations;
				  Replacement of Lenders.
				

			 

 

	 
		(a) Designation of a Different Lending
		Office. If any Lender requests
		compensation under Section
		3.04, or the Borrowers are required to
		pay any additional amount to any Lender or any Governmental Authority for the
		account of any Lender pursuant to Section 3.01, or
		if any Lender gives a notice pursuant to Section 3.02,
		then such Lender shall use reasonable efforts to designate a different Lending
		Office for funding or booking its Loans hereunder or to assign its rights and
		obligations hereunder to another of its offices, branches or affiliates, if, in
		the judgment of such Lender, such 
	 


	 
		52
	 

	 

	 
 

	 
		designation or assignment (i) would
		eliminate or reduce amounts payable pursuant to Section 3.01 or
		3.04, as the case may be, in the future, or eliminate the
		need for the notice pursuant to Section
		3.02, as applicable, and (ii) in each
		case, would not subject such Lender to any unreimbursed cost or expense and
		would not otherwise be disadvantageous to such Lender. The Borrowers hereby
		agrees to pay all reasonable costs and expenses incurred by any Lender in
		connection with any such designation or assignment.
	 

	 
		(b) Replacement of Lenders. If any Lender requests compensation under
		Section 3.04, or if the Borrowers are required to pay any additional
		amount to any Lender or any Governmental Authority for the account of any
		Lender pursuant to Section
		3.01, the Borrowers may replace such
		Lender in accordance with Section
		11.13.
	 

	 	
			 
				3.07
			 

		  	
			 
				Survival.
			 

		  


	 
		All of the Borrowers’ obligations under
		this Article III shall survive termination of the Aggregate Revolving
		Commitments and repayment of all other Obligations hereunder.
	 

	 
		ARTICLE IV
	 

	 
		GUARANTY
	 

	 
			
				
				  4.01
				

			 	
				
				  The Guaranty.
				

			 

 

	 
		Each of the Guarantors hereby jointly and
		severally guarantees to each Lender, each Affiliate of a Lender that enters
		into a Credit Facility Swap Contract or a Treasury Management Agreement with a
		Loan Party, and the Administrative Agent as hereinafter provided, as primary
		obligor and not as surety, the prompt payment of the Obligations in full when
		due (whether at stated maturity, as a mandatory prepayment, by acceleration, as
		a mandatory cash collateralization or otherwise) strictly in accordance with
		the terms thereof. The Guarantors hereby further agree that if any of the
		Obligations are not paid in full when due (whether at stated maturity, as a
		mandatory prepayment, by acceleration, as a mandatory cash collateralization or
		otherwise), the Guarantors will, jointly and severally, promptly pay the same,
		without any demand or notice whatsoever, and that in the case of any extension
		of time of payment or renewal of any of the Obligations, the same will be
		promptly paid in full when due (whether at extended maturity, as a mandatory
		prepayment, by acceleration, as a mandatory cash collateralization or
		otherwise) in accordance with the terms of such extension or renewal.
	 

	 
		Notwithstanding any provision to the
		contrary contained herein or in any other of the Loan Documents, Credit
		Facility Swap Contracts or Treasury Management Agreements, the obligations of
		each Guarantor under this Agreement and the other Loan Documents shall be
		limited to an aggregate amount equal to the largest amount that would not
		render such obligations subject to avoidance under the Debtor Relief Laws or
		any comparable provisions of any applicable state law.
	 

	 
			
				
				  4.02
				

			 	
				
				  Obligations
				  Unconditional.
				

			 

 

	 
		The obligations of the Guarantors under
		Section 4.01 are joint and several, absolute and unconditional,
		irrespective of the value, genuineness, validity, regularity or enforceability
		of any of the Loan Documents, Credit Facility Swap Contracts or Treasury
		Management Agreements, or any other agreement or instrument referred to
		therein, or any substitution, release, impairment or exchange of any other
		guarantee of or security for any of the Obligations, and, to the fullest extent
		permitted by applicable law, irrespective of any other circumstance whatsoever
		which might otherwise constitute a legal or equitable discharge or defense
		
	 


	 
		53
	 

	 

	 
 

	 
		of a surety or guarantor, it being the
		intent of this Section 4.02 that the obligations of the Guarantors hereunder shall
		be absolute and unconditional under any and all circumstances. Each Guarantor
		agrees that such Guarantor shall have no right of subrogation, indemnity,
		reimbursement or contribution against any Borrower or any other Guarantor for
		amounts paid under this Article IV
		until such time as the Obligations have been paid in full and the Commitments
		have expired or terminated. Without limiting the generality of the foregoing,
		it is agreed that, to the fullest extent permitted by law, the occurrence of
		any one or more of the following shall not alter or impair the liability of any
		Guarantor hereunder, which shall remain absolute and unconditional as described
		above:
	 

	 
		(a) at any time or from time to time,
		without notice to any Guarantor, the time for any performance of or compliance
		with any of the Obligations shall be extended, or such performance or
		compliance shall be waived;
	 

	 
		(b) any of the acts mentioned in any of the
		provisions of any of the Loan Documents, any Credit Facility Swap Contract or
		Treasury Management Agreement between any Loan Party and any Lender, or any
		Affiliate of a Lender, or any other agreement or instrument referred to in the
		Loan Documents, such Credit Facility Swap Contracts or such Treasury Management
		Agreements shall be done or omitted;
	 

	 
		(c) the maturity of any of the Obligations
		shall be accelerated, or any of the Obligations shall be modified, supplemented
		or amended in any respect, or any right under any of the Loan Documents, any
		Credit Facility Swap Contract or Treasury Management Agreement between any Loan
		Party and any Lender, or any Affiliate of a Lender, or any other agreement or
		instrument referred to in the Loan Documents, such Credit Facility Swap
		Contracts or such Treasury Management Agreements shall be waived or any other
		guarantee of any of the Obligations or any security therefor shall be released,
		impaired or exchanged in whole or in part or otherwise dealt with;
	 

	 
		(d) any Lien granted to, or in favor of, the
		Administrative Agent or any Lender or Lenders as security for any of the
		Obligations shall fail to attach or be perfected; or
	 

	 
		(e) any of the Obligations shall be
		determined to be void or voidable (including, without limitation, for the
		benefit of any creditor of any Guarantor) or shall be subordinated to the
		claims of any Person (including, without limitation, any creditor of any
		Guarantor).
	 

	 
		With respect to its obligations hereunder,
		each Guarantor hereby expressly waives diligence, presentment, demand of
		payment, protest and all notices whatsoever, and any requirement that the
		Administrative Agent or any Lender exhaust any right, power or remedy or
		proceed against any Person under any of the Loan Documents, any Credit Facility
		Swap Contract or any Treasury Management Agreement between any Loan Party and
		any Lender, or any Affiliate of a Lender, or any other agreement or instrument
		referred to in the Loan Documents, such Credit Facility Swap Contracts or such
		Treasury Management Agreements, or against any other Person under any other
		guarantee of, or security for, any of the Obligations.
	 

	 
			
				
				  4.03
				

			 	
				
				  Reinstatement.
				

			 

 

	 
		The obligations of the Guarantors under this
		Article IV shall be automatically reinstated if and to the extent
		that for any reason any payment by or on behalf of any Person in respect of the
		Obligations is rescinded or must be otherwise restored by any holder of any of
		the Obligations, whether as a result of any proceedings in bankruptcy or
		reorganization or otherwise, and each Guarantor agrees that it will indemnify
		the Administrative Agent and each Lender on demand for all reasonable costs and
		expenses (including, without limitation, the reasonable fees, charges and
		disbursements of counsel) incurred by the Administrative Agent or such Lender
		in connection with such rescission or restoration, including any such 
	 


	 
		54
	 

	 

	 
 

	 
		costs and expenses incurred in defending
		against any claim alleging that such payment constituted a preference,
		fraudulent transfer or similar payment under any bankruptcy, insolvency or
		similar law.
	 

	 
			
				
				  4.04
				

			 	
				
				  Certain Additional
				  Waivers.
				

			 

 

	 
		Each Guarantor further agrees that such
		Guarantor shall have no right of recourse to security for the Obligations,
		except through the exercise of rights of subrogation pursuant to
		Section 4.02 and through the exercise of rights of contribution
		pursuant to Section 4.06.
	 

	 
			
				
				  4.05
				

			 	
				
				  Remedies.
				

			 

 

	 
		The Guarantors agree that, to the fullest
		extent permitted by law, as between the Guarantors, on the one hand, and the
		Administrative Agent and the Lenders, on the other hand, the Obligations may be
		declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due
		and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other
		prohibition preventing such declaration (or preventing the Obligations from
		becoming automatically due and payable) as against any other Person and that,
		in the event of such declaration (or the Obligations being deemed to have
		become automatically due and payable), the Obligations (whether or not due and
		payable by any other Person) shall forthwith become due and payable by the
		Guarantors for purposes of Section 4.01. The Guarantors acknowledge and agree that their
		obligations hereunder are secured in accordance with the terms of the
		Collateral Documents and that the Lenders may exercise their remedies
		thereunder in accordance with the terms thereof.
	 

	 
			
				
				  4.06
				

			 	
				
				  Rights of
				  Contribution.
				

			 

 

	 
		The Guarantors agree among themselves that,
		in connection with payments made hereunder, each Guarantor shall have
		contribution rights against the other Guarantors as permitted under applicable
		law. Such contribution rights shall be subordinate and subject in right of
		payment to the obligations of such Guarantors under the Loan Documents and no
		Guarantor shall exercise such rights of contribution until all Obligations have
		been paid in full and the Commitments have terminated.
	 

	 
			
				
				  4.07
				

			 	
				
				  Guarantee of Payment; Continuing
				  Guarantee.
				

			 

 

	 
		The guarantee in this Article IV
		is a guaranty of payment and not of collection, is a continuing guarantee, and
		shall apply to all Obligations whenever arising.
	 

	 
		ARTICLE V
	 

	 
		CONDITIONS PRECEDENT TO CREDIT
		EXTENSIONS
	 

	 
			
				
				  5.01
				

			 	
				
				  Conditions of Initial Credit
				  Extension.
				

			 

 

	 
		The obligation of the L/C Issuer and each
		Lender to make its initial Credit Extension hereunder is subject to
		satisfaction of the following conditions precedent:
	 

	 
		(a) Loan Documents.
		Receipt by the Administrative Agent of executed counterparts of this Agreement
		and the other Loan Documents, each properly executed by a Responsible Officer
		of the signing Loan Party and, in the case of this Agreement, by each
		Lender.
	 


	 
		55
	 

	 

	 
 

	 
		(b) Opinions of Counsel. Receipt by the Administrative Agent of favorable
		opinions of legal counsel to the Loan Parties, addressed to the Administrative
		Agent and each Lender, dated as of the Closing Date, and in form and substance
		reasonably satisfactory to the Administrative Agent.
	 

	 
		(c) Financial Statements. The Administrative Agent shall have received:
	 

	 
		(i) the Audited Financial Statements and the
		combined financial statements of the Fortress Entities and their respective
		Subsidiaries for the fiscal years ended 2005 and 2004, including balance sheets
		and income and cash flow statements, in each case audited by independent public
		accountants of recognized national standing and prepared in conformity with
		SBA; 
	 

	 
		(ii) unaudited combined financial statements
		of the Fortress Entities and their respective Subsidiaries for the fiscal
		quarter ending March 31, 2006, including balance sheets and statements of
		income or operations, shareholders’ equity and cash flows (the
		“Interim Financial
		Statements”); and
	 

	 
		(iii) audited balance sheets for each of the
		Fortress Funds (other than Newcastle and Eurocastle to the extent such balance
		sheets are publicly available to the Administrative Agent) as of December 31,
		2005 and related statements of income, changes and stockholder equity and cash
		flows for such fiscal year and unaudited balance sheets for each of the
		Fortress Funds (other than the Hedge Funds) for the fiscal quarter dated
		March 31, 2006 and related statements of income, changes and stockholder
		equity and cash flows with respect thereto (the “Fortress Funds Financial Statements”)
	 

	 
		(d) No Material Adverse Change. There shall not have occurred a material adverse
		change since December 31, 2005 in the business, assets, liabilities (actual or
		contingent), operations or financial condition of any Borrower or of the
		Borrowers and their Subsidiaries taken as a whole.
	 

	 
		(e) Litigation.
		There shall not exist any action, suit, investigation or proceeding pending or
		threatened in any court or before an arbitrator or Governmental Authority that
		could reasonably be expected to have a Material Adverse Effect.
	 

	 
		(f) Organization Documents, Resolutions, Etc.
		Receipt by the Administrative Agent of
		the following, each of which shall be originals or facsimiles (followed
		promptly by originals), in form and substance satisfactory to the
		Administrative Agent:
	 

	 
		(i) copies of the Organization Documents of
		each Loan Party certified to be true and complete as of a recent date by the
		appropriate Governmental Authority of the state or other jurisdiction of its
		incorporation or organization, where applicable, and certified by a secretary
		or assistant secretary of such Loan Party to be true and correct as of the
		Closing Date;
	 

	 
		(ii) such certificates of resolutions or
		other action, incumbency certificates and/or other certificates of Responsible
		Officers of each Loan Party as the Administrative Agent may require evidencing
		the identity, authority and capacity of each Responsible Officer thereof
		authorized to act as a Responsible Officer in connection with this Agreement
		and the other Loan Documents to which such Loan Party is a party; and
	 


	 
		56
	 

	 

	 
 

	 
		(iii) such documents and certifications as
		the Administrative Agent may reasonably require to evidence that each Loan
		Party is duly organized or formed, and is validly existing, in good standing
		and qualified to engage in business in its state of organization or formation
		and each other jurisdiction where its ownership, lease or operation of
		properties or the conduct of its business requires such qualification, except
		to the extent that failure to do so could not reasonably be expected to have a
		Material Adverse Effect.
	 

	 
		(g) Perfection and Priority of Liens. Receipt by the Administrative Agent of the following:
		
	 

	 
		(i) searches of Uniform Commercial Code
		filings in the jurisdiction of formation of each Loan Party, and each other
		jurisdiction where a filing would need to be made in order to perfect a
		security interest in the Collateral, copies of the financing statements on file
		in such jurisdictions and evidence that no Liens exist other than Permitted
		Liens.
	 

	 
		(ii) UCC financing statements for each
		appropriate jurisdiction as is necessary, in the Administrative Agent’s
		sole discretion, to perfect the Administrative Agent’s security interest
		in the Collateral. 
	 

	 
		(iii) all certificates evidencing any
		certificated Equity Interests pledged to the Administrative Agent pursuant to
		the Pledge Agreement, together with duly executed in blank, undated stock
		powers attached thereto.
	 

	 
		(iv) if requested, a FR Form U-1 from each
		applicable Loan Party and such other documentation or certificates as are
		necessary to comply with Regulation U of the FRB.
	 

	 
		(h) Consents.
		Receipt by the Administrative Agent of any consents required to be obtained in
		connection with the execution, delivery and performance of the obligations of
		the Loan Parties under the Loan Documents, including any consents necessary to
		grant a security interest in the Collateral.
	 

	 
		(i) Due Diligence.
		Receipt by the Administrative Agent of all due diligence information regarding
		the Borrowers, their Subsidiaries and Affiliates (with results satisfactory to
		it) as requested by the Administrative Agent, including, but not limited to,
		such legal due diligence regarding corporate structure and collateral as
		reasonably required, including, but not limited to, (A) the corporate and
		organizational structure of the Borrowers, their Subsidiaries and Affiliates,
		(B) the management and officers of the Borrowers, (C) all Management
		Agreements (other than Excluded Management Agreements) and (D) all
		documentation reasonably requested regarding the Fortress Funds.
	 

	 
		(j) Closing Certificate. Receipt by the Administrative Agent of a certificate
		signed by a Responsible Officer of the Borrowers (i) certifying that the
		conditions specified in Sections
		5.01(d) and (e) and
		Sections 5.02(a), and (b) have been
		satisfied and certifying to such other matters as reasonably requested by the
		Administrative Agent and (ii) providing a calculation of the financial
		covenants in Section
		8.10 (other than Section 8.10(b))
		as of such date or for such period as requested by the Administrative Agent.
		
	 


	 
		57
	 

	 

	 
 

	 
		(k) Existing Indebtedness. Receipt by the Administrative Agent of evidence that
		on, the Closing Date, all obligations under the Existing Credit Agreement have
		been, or concurrently with the Closing Date are being, paid and fully
		satisfied. 
	 

	 
		(l) Fees. Receipt by
		the Administrative Agent and the Lenders of any fees required to be paid on or
		before the Closing Date.
	 

	 
		(m) Attorney Costs.
		Unless waived by the Administrative Agent, the Borrowers shall have paid all
		reasonable fees, charges and disbursements of counsel to the Administrative
		Agent to the extent invoiced prior to or on the Closing Date, plus such
		additional amounts of such fees, charges and disbursements as shall constitute
		its reasonable estimate of such fees, charges and disbursements incurred or to
		be incurred by it through the closing proceedings (provided that such estimate
		shall not thereafter preclude a final settling of accounts between the
		Borrowers and the Administrative Agent).
	 

	 
		(n) Other.
		Receipt by the Administrative Agent and the
		Lenders of such other documents, instruments, agreements and information as
		reasonably requested by the Administrative Agent or any Lender, including, but
		not limited to, information regarding litigation, tax, accounting, labor,
		insurance, pension liabilities (actual or contingent), real estate leases,
		material contracts, debt agreements, property ownership, environmental matters,
		contingent liabilities and management of the Borrowers, their Subsidiaries and
		Affiliates.
	 

	 
			
				
				  5.02
				

			 	
				
				  Conditions to all Credit
				  Extensions.
				

			 

 

	 
		The obligation of each Lender to honor any
		Request for Credit Extension is subject to the following conditions
		precedent:
	 

	 
		(a) The representations and warranties of
		the Borrowers and each other Loan Party contained in Article VI or
		any other Loan Document, or which are contained in any document furnished at
		any time under or in connection herewith or therewith, shall be true and
		correct in all material respects on and as of the date of such Credit
		Extension, except to the extent that such representations and warranties
		specifically refer to an earlier date, in which case they shall be true and
		correct in all material respects as of such earlier date, and except that for
		purposes of this Section
		5.02, the representations and
		warranties contained in subsections (a) and (b) of Section 6.05
		shall be deemed to refer to the most recent statements furnished pursuant to
		clauses (a) and (b), respectively, of Section 7.01.
	 

	 
		(b) No Default shall exist, or would result
		from such proposed Credit Extension or from the application of the proceeds
		thereof.
	 

	 
		(c) The Administrative Agent and, if
		applicable, the L/C Issuer shall have received a Request for Credit Extension
		in accordance with the requirements hereof.
	 

	 
		Each Request for Credit Extension submitted
		by the Borrowers shall be deemed to be a representation and warranty that the
		conditions specified in Sections
		5.02(a), and (b) have been
		satisfied on and as of the date of the applicable Credit Extension.
	 


	 
		58
	 

	 

	 
 

	 
		 
	 

	 
		ARTICLE VI
	 

	 
		REPRESENTATIONS AND WARRANTIES
	 

	 
		The Loan Parties represent and warrant to
		the Administrative Agent and the Lenders that:
	 

	 
			
				
				  6.01
				

			 	
				
				  Existence, Qualification and
				  Power.
				

			 

 

	 
		Each Loan Party (a) is duly organized or
		formed, validly existing and in good standing under the Laws of the
		jurisdiction of its incorporation or organization, (b) has all requisite power
		and authority and all requisite governmental licenses, authorizations, consents
		and approvals to (i) own or lease its assets and carry on its business and (ii)
		execute, deliver and perform its obligations under the Loan Documents to which
		it is a party, and (c) is duly qualified and is licensed and in good standing
		under the Laws of each jurisdiction where its ownership, lease or operation of
		properties or the conduct of its business requires such qualification or
		license; except in each case referred to in clause (b)(i) or (c), to the extent
		that failure to do so could not reasonably be expected to have a Material
		Adverse Effect.
	 

	 
			
				
				  6.02
				

			 	
				
				  Authorization; No
				  Contravention.
				

			 

 

	 
		The execution, delivery and performance by
		each Loan Party of each Loan Document to which such Person is party and any
		other document or certificate delivered hereunder or with respect thereto has
		been duly authorized by all necessary corporate or other organizational action,
		and does not (a) contravene the terms of any of such Person’s Organization
		Documents; (b) conflict with or result in any breach or contravention of, or
		the creation of any Lien under, or require any payment to be made under (i) any
		Management Agreement, (ii) any material Contractual Obligation to which such
		Person is a party or affecting such Person or the properties of such Person or
		any of its Subsidiaries or (iii) any material order, injunction, writ or decree
		of any Governmental Authority or any arbitral award to which such Person or its
		property is subject; or (c) violate any material Law (including, without
		limitation, Regulation U
		or Regulation X issued by the FRB).
		Each Loan Party is in compliance with all of its Organizational Documents and
		all of its material Contractual Obligations. Any Responsible Officer executing
		a document delivered hereunder shall be conclusively presumed to have acted on
		behalf of the applicable Loan Party.
	 

	 
			
				
				  6.03
				

			 	
				
				  Governmental Authorization; Other
				  Consents.
				

			 

 

	 
		No approval, consent, exemption,
		authorization, or other action by, or notice to, or filing with, any
		Governmental Authority or any other Person is necessary or required in
		connection with the execution, delivery or performance by, or enforcement
		against, any Loan Party of this Agreement or any other Loan Document other than
		(a) those that have already been obtained and are in full force and effect and
		(b) filings to perfect the Liens created by the Collateral Documents.
	 

	 
			
				
				  6.04
				

			 	
				
				  Binding Effect.
				

			 

 

	 
		Each Loan Document has been duly executed
		and delivered by each Loan Party that is party thereto. Each Loan Document
		constitutes a legal, valid and binding obligation of each Loan Party that is
		party thereto, enforceable against each such Loan Party in accordance with its
		terms.
	 


	 
		59
	 

	 

	 
 

	 
			
				
				  6.05
				

			 	
				
				  Financial Statements; No Material
				  Adverse Effect.
				

			 

 

	 
		(a) The Audited Financial Statements (i)
		were prepared in accordance with SBA consistently applied throughout the period
		covered thereby, except as otherwise expressly noted therein; (ii) fairly
		present the financial condition of the Fortress Entities and their respective
		Subsidiaries as of the date thereof and their results of operations for the
		period covered thereby in accordance with SBA consistently applied throughout
		the period covered thereby, except as otherwise expressly noted therein; and
		(iii) show all material indebtedness and other liabilities, direct or
		contingent, of the Fortress Entities and their respective Subsidiaries as of
		the date thereof, including liabilities for taxes, commitments and
		Indebtedness.
	 

	 
		(b) The Interim Financial Statements (i)
		were prepared in accordance with SBA consistently applied throughout the period
		covered thereby, except as otherwise expressly noted therein; (ii) fairly
		present the financial condition of the Fortress Entities and their respective
		Subsidiaries as of the date thereof and their results of operations for the
		period covered thereby, subject, in the case of clauses (i) and (ii), to the
		absence of footnotes and to normal year-end audit adjustments; and (iii) show
		all material indebtedness and other liabilities, direct or contingent, of the
		Fortress Entities and their respective Subsidiaries as of the date thereof,
		including liabilities for taxes, material commitments and Indebtedness.
	 

	 
		(c) The Fortress Funds Financial Statements
		(i) were prepared in accordance with SBA consistently applied throughout the
		period covered thereby, except as otherwise expressly noted therein; (ii)
		fairly present the financial condition of the Fortress Funds as of the date
		thereof and their results of operations for the period covered thereby in
		accordance with SBA consistently applied throughout the period covered thereby,
		except as otherwise expressly noted therein; and (iii) show all material
		indebtedness and other liabilities, direct or contingent, of the Fortress Funds
		as of the date thereof, including liabilities for taxes, commitments and
		Indebtedness.
	 

	 
		(d) From the date of the Audited Financial
		Statements to and including the Closing Date, there has been no incurrence of
		liabilities (contingent or otherwise), other than entering into a new lease
		agreement for headquarter space, or change in the assets of the Loan Parties
		and their Subsidiaries that, in each case, is material in relation to the
		combined financial condition of the Fortress Entities and their
		respective Subsidiaries, taken as a whole and which is not either reflected in
		the foregoing financial statements or in the notes thereto or has not otherwise
		been disclosed in writing to the Lenders on or prior to the Closing
		Date.
	 

	 
		(e) The financial statements delivered
		pursuant to Section
		7.01(a) and (b) have been
		prepared in accordance with (i) prior to the IPO, SBA and (ii) subsequent to
		the IPO, GAAP (except, in each case, as may otherwise be permitted under
		Section 7.01(a) and (b)) and present
		fairly (on the basis disclosed in the footnotes to such financial statements)
		the combined financial condition, results of operations and cash flows of the
		Fortress Entities and their respective Subsidiaries or the Public Entity and
		its Subsidiaries, as applicable, as of the dates thereof and for the periods
		covered thereby.
	 

	 
		(f) Since the date of the Audited Financial
		Statements, there has been no event or circumstance, either individually or in
		the aggregate, that has had or could reasonably be expected to have a Material
		Adverse Effect. 
	 

	 
			
				
				  6.06
				

			 	
				
				  Litigation.
				

			 

 

	 
		There are no actions, suits, proceedings,
		claims or disputes pending or, to the knowledge of the Loan Parties, threatened
		or contemplated, at law, in equity, in arbitration or before any Governmental
		Authority, by or against a Loan Party or any of its Subsidiaries or Affiliates
		or against any of their properties or revenues that (a) purport to affect or
		pertain to this Agreement or any other Loan Document, 
	 


	 
		60
	 

	 

	 
 

	 
		or any of the transactions contemplated
		hereby or (b) either individually or in the aggregate, could reasonably be
		expected to have a Material Adverse Effect. 
	 

	 
			
				
				  6.07
				

			 	
				
				  No Default.
				

			 

 

	 
		(a) No Loan Party nor any Subsidiary is in
		default under or with respect to any Contractual Obligation that could
		reasonably be expected to have a Material Adverse Effect.
	 

	 
		(b) No Default has occurred and is
		continuing.
	 

	 
			
				
				  6.08
				

			 	
				
				  Ownership of Property;
				  Liens.
				

			 

 

	 
		Each of the Loan Parties and their
		Subsidiaries has good record and marketable title in fee simple to, or valid
		leasehold interests in, all Property necessary in the conduct of its business.
		The Property of the Loan Parties and their Subsidiaries is subject to no Liens,
		other than Permitted Liens.
	 

	 
			
				
				  6.09
				

			 	
				
				  Environmental
				  Compliance.
				

			 

 

	 
		Except as could not reasonably be expected
		to have a Material Adverse Effect:
	 

	 
		(a) Each of the Facilities and all
		operations at the Facilities are in compliance with all applicable
		Environmental Laws, and there is no violation of any Environmental Law with
		respect to the Facilities or the Businesses, and there are no conditions
		relating to the Facilities or the Businesses that could give rise to liability
		under any applicable Environmental Laws.
	 

	 
		(b) None of the Facilities contains, or has
		previously contained, any Hazardous Materials at, on or under the Facilities in
		amounts or concentrations that constitute or constituted a violation of, or
		could give rise to liability under, Environmental Laws.
	 

	 
		(c) Neither a Loan Party nor any Subsidiary
		has received any written or verbal notice of, or inquiry from any Governmental
		Authority regarding, any violation, alleged violation, non-compliance,
		liability or potential liability regarding environmental matters or compliance
		with Environmental Laws with regard to any of the Facilities or the
		Businesses.
	 

	 
		(d) Hazardous Materials have not been
		transported or disposed of from the Facilities, or generated, treated, stored
		or disposed of at, on or under any of the Facilities or any other location, in
		each case by or on behalf a Loan Party or any Subsidiary in violation of, or in
		a manner that would be reasonably likely to give rise to liability under, any
		applicable Environmental Law.
	 

	 
		(e) No judicial proceeding or governmental
		or administrative action is pending or, to the knowledge of the Loan Parties,
		threatened, under any Environmental Law to which a Loan Party or any Subsidiary
		is or will be named as a party, nor are there any consent decrees or other
		decrees, consent orders, administrative orders or other orders, or other
		administrative or judicial requirements outstanding under any Environmental Law
		with respect to a Loan Party, any Subsidiary, the Facilities or the
		Businesses.
	 

	 
		(f) There has been no release or threat of
		release of Hazardous Materials at or from the Facilities, or arising from or
		related to the operations (including, without limitation, disposal) of a Loan
		Party or any Subsidiary in connection with the Facilities or otherwise in
		connection with the Businesses, in violation of or in amounts or in a manner
		that could give rise to liability under Environmental Laws.
	 




	 
		61
	 

	 

	 
 

	 
			
				
				  6.10
				

			 	
				
				  Insurance.
				

			 

 

	 
		The properties of the Loan Parties and their
		Subsidiaries are insured with financially sound and reputable insurance
		companies not Affiliates of the Borrowers, in such amounts, with such
		deductibles and covering such risks as are customarily carried by companies
		engaged in similar businesses and owning similar properties in localities where
		the Borrowers or the applicable Subsidiary operates. 
	 

	 
			
				
				  6.11
				

			 	
				
				  Taxes.
				

			 

 

	 
		The Loan Parties and their Subsidiaries have
		filed all federal and other material tax returns and reports required to be
		filed, and have paid all federal and other material taxes, assessments, fees
		and other governmental charges levied or imposed upon them or their properties,
		income or assets otherwise due and payable, except those which are being
		contested in good faith by appropriate proceedings diligently conducted and for
		which adequate reserves have been provided in accordance with SBA. There is no
		proposed tax assessment against a Loan Party or any Subsidiary that would, if
		made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary
		thereof is party to any tax sharing agreement.
	 

	 
			
				
				  6.12
				

			 	
				
				  ERISA Compliance.
				

			 

 

	 
		(a) Each Plan is in compliance in all
		material respects with the applicable provisions of ERISA, the Internal Revenue
		Code and other federal or state Laws. Each Plan that is intended to qualify
		under Section 401(a) of the Internal Revenue Code has received a favorable
		determination letter from the IRS or an application for such a letter is
		currently being processed by the IRS with respect thereto and, to the best
		knowledge of the Loan Parties, nothing has occurred which would prevent, or
		cause the loss of, such qualification. Each Loan Party and each ERISA Affiliate
		have made all required contributions to each Plan subject to Section 412 of the
		Internal Revenue Code, and no application for a funding waiver or an extension
		of any amortization period pursuant to Section 412 of the Internal Revenue Code
		has been made with respect to any Plan.
	 

	 
		(b) There are no pending or, to the best
		knowledge of the Loan Parties, threatened claims, actions or lawsuits, or
		action by any Governmental Authority, with respect to any Plan that could be
		reasonably be expected to have a Material Adverse Effect. There has been no
		prohibited transaction or violation of the fiduciary responsibility rules with
		respect to any Plan that has resulted or could reasonably be expected to result
		in a Material Adverse Effect.
	 

	 
		(c) (i) No ERISA Event has occurred or is
		reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension
		Liability; (iii) no Loan Party or any ERISA Affiliate has incurred, or
		reasonably expects to incur, any liability (and no event has occurred which,
		with the giving of notice under Section 4219 of ERISA, would result in such
		liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
		Plan; and (iv) no Loan Party or any ERISA Affiliate has engaged in a
		transaction that could be subject to Section 4069 or 4212(c) of ERISA.
	 

	 
			
				
				  6.13
				

			 	
				
				  Subsidiaries/Equity
				  Interests.
				

			 

 

	 
		(a) Set forth on Schedule 6.13(a)(i) is a complete and accurate list of the Fortress
		Entities, their respective Subsidiaries and the relationship of each to certain
		Fortress Funds, including without limitation all Material Fortress Funds,
		together with (i) jurisdiction of formation, (ii) number of shares of each
		class of Equity Interests outstanding, (iii) number and percentage of
		outstanding shares of each class owned (directly or indirectly) by a Fortress
		Entity or any Subsidiary, (iv) which Subsidiaries constitute Material
		Subsidiaries and whether the Equity Interests of each such Material Subsidiary
		have been pledged as 
	 




	 
		62
	 

	 

	 
 

	 
		Collateral and, to the extent any such
		Equity Interests have not been pledged as Collateral, a notation as to why and
		(v) which Fortress Entities and Subsidiaries are Guarantors and, to the extent
		any Fortress Entity or Subsidiary is not a Guarantor, a notation as to why, as
		such Schedule 6.13(a)(i) may be updated from time to time in accordance with
		Section 7.02(c). Set forth on
		Schedule 6.13(a)(ii) is a complete and
		accurate list of all Fortress Funds, as such Schedule 6.13(a)(ii) may be updated from time to time in accordance with
		Section 7.02(c).
	 

	 
		(b) All Equity Interests of Newcastle,
		Eurocastle, Oldcastle and Northcastle owned by the Loan Parties have been
		pledged to the Administrative Agent, for the benefit of the Lenders, pursuant
		to the Pledge Agreement. All Equity Interests owned by a Loan Party in Material
		Subsidiaries have been pledged to the Administrative Agent, for the benefit of
		the Lenders, pursuant to the Assignment of LLC Interests unless such Loan Party
		is contractually prevented from doing so or such pledge would require the
		consent of a third party.
	 

	 
		(c) The outstanding Equity Interests being
		pledged pursuant to the Collateral Documents are validly issued and
		non-assessable.
	 

	 
			
				
				  6.14
				

			 	
				
				  Margin Regulations; Investment
				  Company Act.
				

			 

 

	 
		(a) No portion of any Loan or Letter of
		Credit will be used for the purpose of purchasing or carrying any Margin Stock.
		The Borrowers are not engaged and will not engage, principally or as one of its
		important activities, in the business of purchasing or carrying Margin Stock or
		extending credit for the purpose of purchasing or carrying Margin Stock.
		Following the application of the proceeds of each Borrowing or drawing under
		each Letter of Credit, not more than 25% of the value of the assets (either of
		the Borrowers only or of the Borrowers and their respective Subsidiaries on a
		consolidated basis) will be Margin Stock.
	 

	 
		(b) None of the Loan Parties, any Person
		Controlling a Loan Party, or any Subsidiary is or is required to be registered
		as an “investment company” under the Investment Company Act of 1940;
		it being understood that (A) FIG Advisors LLC manages the operations of four
		investment companies each registered under the Investment Company Act of 1940,
		as amended, pursuant to that certain Investment Advisory Agreement, dated
		November 23, 1999, between Fortress Investment Trust and FIG Advisors LLC, that
		certain Investment Advisory Agreement, dated July 2, 2002, between Fortress
		Investment Trust II and FIG Advisors LLC, that certain Investment Advisory
		Agreement, dated as of September 26, 2000, between FIG Advisors LLC and
		Fortress Brookdale Investment Fund LLC, and that certain Investment Advisory
		Agreement, dated as of July 24, 2002 between FIG Advisors LLC and Fortress
		Pinnacle Investment Fund LLC, and (B) FIG, Fortress Fund MM LLC, FIG Advisors
		LLC and Fortress Fund MM II LLC are registered as investment advisors under the
		Investment Advisors Act of 1940, as amended. 
	 

	 
			
				
				  6.15
				

			 	
				
				  Disclosure.
				

			 

 

	 
		Each Loan Party has disclosed to the
		Administrative Agent and the Lenders all agreements, instruments and corporate
		or other restrictions to which it or any of its Subsidiaries is subject, and
		all other matters known to it, that, individually or in the aggregate, could
		reasonably be expected to result in a Material Adverse Effect. No report,
		financial statement, certificate or other information furnished in writing by
		or on behalf of any Loan Party to the Administrative Agent or any Lender in
		connection with the transactions contemplated hereby and the negotiation of
		this Agreement or delivered hereunder or under any other Loan Document (in each
		case, as modified or supplemented by other information so furnished) contains
		any material misstatement of fact or omits to state any material fact necessary
		to make the statements therein, in the light of the circumstances under which
		they were made, not misleading; 
	 




	 
		63
	 

	 

	 
 

	 
		provided that, with respect to projected financial information,
		the Loan Parties represent only that such information was prepared in good
		faith based upon assumptions believed to be reasonable at the time; it being
		understood that actual results may differ materially from such projected
		financial information
	 

	 
			
				
				  6.16
				

			 	
				
				  Compliance with
				  Laws.
				

			 

 

	 
		Each of the Loan Parties and each Subsidiary
		is in compliance with the requirements of all Laws and all orders, writs,
		injunctions and decrees applicable to it or to its Properties, except in such
		instances in which (a) such requirement of Law or order, writ, injunction or
		decree is being contested in good faith by appropriate proceedings diligently
		conducted or (b) the failure to comply therewith could not reasonably be
		expected to have a Material Adverse Effect.
	 

	 
			
				
				  6.17
				

			 	
				
				  Intellectual Property; Licenses,
				  Etc.
				

			 

 

	 
		Except for such failure to own or possess
		the legal right to use that could not reasonably be expected to have a Material
		Adverse Effect, the Loan Parties and their Subsidiaries own, or possess the
		legal right to use, all of the trademarks, service marks, trade names,
		copyrights, patents, patent rights, franchises, licenses and other intellectual
		property rights (collectively, “IP
		Rights”) that are necessary for
		the operation of their respective businesses. Except for such claims and
		infringements that could not reasonably be expected to have a Material Adverse
		Effect, no claim has been asserted and is pending by any Person challenging or
		questioning the use of any IP Rights or the validity or effectiveness of any IP
		Rights, nor does any Loan Party know of any such claim, and, to the knowledge
		of the Responsible Officers of the Loan Parties, the use of any IP Rights by a
		Loan Party or any Subsidiary or the granting of a right or a license in respect
		of any IP Rights from a Loan Party or any Subsidiary does not infringe on the
		rights of any Person. 
	 

	 
			
				
				  6.18
				

			 	
				
				  Solvency.
				

			 

 

	 
		Each Borrower is Solvent and the Loan
		Parties and their Subsidiaries are Solvent on a consolidated basis. 
	 

	 
			
				
				  6.19
				

			 	
				
				  Perfection of Security Interests
				  in the Collateral.
				

			 

 

	 
		The Collateral Documents create valid
		security interests in, and Liens on, the Collateral purported to be covered
		thereby, which security interests and Liens are currently perfected security
		interests and Liens, prior to all other Liens other than Permitted
		Liens.
	 

	 	
			 
				6.20
			 

		  	
			 
				 Property Information/ Legal
				Identification.
			 

		  


	 
		Set forth on Schedule 6.20 is
		a list of (a) all real property located in the United States that is owned or
		leased by the Loan Parties as of the Closing Date, (b) all locations where any
		tangible personal property of any Loan Party is located as of the Closing Date,
		and (c) the chief executive office, tax payer identification number and
		organizational identification number of each Loan Party as of the Closing Date.
		The exact legal name and state of organization of each Loan Party is as set
		forth on the signature pages hereto. Except as set forth on Schedule 6.20,
		no Loan Party has during the five years preceding the Closing Date (i) changed
		its legal name, (ii) changed its state of formation, or (iii) been party to a
		merger, consolidation or other change in structure. 
	 

	 
			
				
				  6.21
				

			 	
				
				  Management Agreements/Other
				  Agreements/Intercompany Debt.
				

			 

 

	 
		(a) Set forth on Schedule 6.21 is
		(i) a list of all of the Management Agreements, (ii) a description of all fees
		or other income to be earned or payable in connection therewith and
		(iii)
	 




	 
		64
	 

	 

	 
 

	 
		an identification of which Management
		Agreements are Significant Management Agreements, as such Schedule
		6.21 may be updated from time to time
		pursuant to Section
		7.02(c). The Management Agreements have
		been duly authorized, executed and delivered by the parties thereto and are in
		full force and effect. Except as set forth on Schedule 6.21, FIG is a party to or the sole managing member of each
		manager entity that is a party to the Management Agreements.
	 

	 
		(b) The Loan Parties are not a party to any
		contracts for the payment of Management Fees other than the Management
		Agreements.
	 

	 
		(c) No intercompany debt between a Loan
		Party, any Subsidiary or any of their Affiliates is evidenced by a note or any
		chattel paper unless such note or chattel paper has been delivered to the
		Administrative Agent, together with such other documentation as the
		Administrative Agent may request with respect thereto.
	 

	 
			
				
				  6.22
				

			 	
				
				  Brokers’
				  Fees.
				

			 

 

	 
		No Loan Party nor any Subsidiary has any
		obligation to any Person in respect of any finder’s, broker’s,
		investment banking or other similar fee in connection with any of the
		transactions contemplated under the Loan Documents.
	 

	 
		ARTICLE VII
	 

	 
		AFFIRMATIVE COVENANTS
	 

	 
		So long as any Lender shall have any
		Commitment hereunder, any Loan or other Obligation hereunder shall remain
		unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
		Loan Parties shall and shall cause each Subsidiary to:
	 

	 
			
				
				  7.01
				

			 	
				
				  Financial
				  Statements.
				

			 

 

	 
		Deliver to the Administrative Agent, with
		sufficient copies for each Lender, in form and detail satisfactory to the
		Administrative Agent and the Required Lenders:
	 

	 
		(a) as soon as available, but in any event
		within one hundred twenty days after the end of each fiscal year of the
		Borrowers (or on the date delivered to the SEC if earlier) (i) a combined
		balance sheet of (x) prior to the IPO, the Fortress Entities and their
		respective Subsidiaries and (y) subsequent to the IPO, the Public Entity and
		its Subsidiaries, in each case as at the end of such fiscal year, and the
		related combined statements of income or operations, shareholders’ equity
		and cash flows for such fiscal year, setting forth in each case in comparative
		form the figures for the previous fiscal year, all in reasonable detail and
		prepared in accordance with (A) prior to the IPO, SBA and (B) subsequent
		to the IPO, GAAP, audited and accompanied by an opinion of a Registered Public
		Accounting Firm of nationally recognized standing reasonably acceptable to the
		Required Lenders, which opinion shall be prepared in accordance with generally
		accepted auditing standards and shall not be subject to any “going
		concern” or like qualification or exception or any qualification or
		exception as to the scope of such audit; and (ii) the balance sheet of the
		Fortress Funds (other than Newcastle, Eurocastle and any other public
		investment fund, in each case, to the extent such balance sheets are otherwise
		publicly available to the Lenders) as of the end of such fiscal year and the
		related statements of income, changes in shareholder’s equity and cash
		flows for such year, setting forth in each case in comparative from the figures
		for the previous fiscal year, all in reasonable detail, prepared in accordance
		with 
	 


  
	 
		65
	 

	 

	 
 

	 
		GAAP, audited and accompanied by an opinion
		of a Registered Public Accounting Firm of nationally recognized standing
		reasonably acceptable to the Required Lenders, which opinion shall be prepared
		in accordance with generally accepted auditing standards and shall not be
		subject to any “going concern” or like qualification or exception or
		any qualification or exception as to the scope of such audit. 
	 

	 
		(b) as soon as available, but in any event
		within fifty-five days after the end of each of the first three fiscal quarters
		of each fiscal year of the Borrowers (or on the date delivered to SEC if
		earlier), (i) a combined balance sheet of (x) prior to the IPO, the Fortress
		Entities and their respective Subsidiaries and (y) subsequent to the IPO, the
		Public Entity and its Subsidiaries, in each case as at the end of such fiscal
		quarter, and the related consolidated statements of income or operations,
		shareholders’ equity and cash flows for such fiscal quarter and for the
		portion of the Borrowers’ fiscal year then ended, setting forth in each
		case in comparative form the figures for the corresponding fiscal quarter of
		the previous fiscal year and the corresponding portion of the previous fiscal
		year, all in reasonable detail and certified by a Responsible Officer of the
		Borrowers as fairly presenting the financial condition, results of operations,
		shareholders’ equity and cash flows of the Fortress Entities and their
		respective Subsidiaries or the Public Entity and its Subsidiaries, as
		applicable, in accordance with (A) prior to the IPO, SBA and
		(B) subsequent to the IPO, GAAP, subject only to normal year-end audit
		adjustments and the absence of footnotes, and (ii) (A) the balance sheet of the
		Fortress Funds (other than (x) the Hedge Funds and (y) Newcastle, Eurocastle or
		any other public investment fund, in the case of each public investment fund,
		to the extent such balance sheets are otherwise publicly available to the
		Lenders) and the related statements of income, changes in cash flow and
		shareholder’s equity for such fiscal quarter and for the portion of the
		fiscal year then ended setting forth in each case in comparative form the
		figures for the corresponding fiscal quarter of the previous fiscal year and
		the corresponding portion of the previous fiscal year, and (B) a report setting
		forth the net asset value of the Hedge Funds, in each case in reasonable detail
		and certified by a Responsible Officer of the Borrowers as fairly presenting
		the financial condition, results of operations, shareholders’ equity and
		cash flows of the Fortress Funds in accordance with GAAP, subject only to
		normal year-end audit adjustments and the absence of footnotes.
	 

	 
		(c) subsequent to the IPO, (i) concurrently
		with the delivery of the financial statements referred to in clause (b) above,
		a written reconciliation of such financial statements showing adjustments
		between GAAP and SBA in form and substance reasonably acceptable to the
		Administration Agent and in any event sufficient to permit the calculation of
		the financial covenants set forth in Section 8.10 in accordance with SBA (a
		“Reconciliation
		Statement”) and (ii) within 20
		Business Days of the delivery of the financial statements in clause (a) above,
		a Reconciliation Statement, together with a review of such Reconciliation
		Statement from the Registered Public Accounting Firm that performed the audit
		of such financial statements.
	 

	 
			
				
				  7.02
				

			 	
				
				  Certificates; Other
				  Information.
				

			 

 

	 
		Deliver to the Administrative Agent and each
		Lender, in form and detail satisfactory to the Administrative Agent and the
		Required Lenders:
	 

	 
		(a) concurrently with the delivery of the
		financial statements referred to in Section 7.01(a)(i), a certificate of its independent certified public
		accountants certifying such financial statements and stating that in making the
		examination necessary therefor no knowledge was obtained of any non-compliance
		with Section 8.10;
	 




	 
		66
	 

	 

	 
 

	 
		(b) concurrently with the delivery of the
		financial statements referred to in Sections 7.01(a) and (b), a duly
		completed Compliance Certificate signed by a Responsible Officer of the
		Borrowers;
	 

	 
		(c) concurrently with the delivery of the
		financial statements referred to in Sections 7.01(a) and
		(b), a certificate of a Responsible Officer of the
		Borrowers containing (i) information regarding the amount of all Dispositions,
		Involuntary Dispositions, Extraordinary Receipts, Equity Issuances, Capital
		Expenditures and Acquisitions that occurred during the period covered by such
		financial statements, (ii) a revised Schedule 6.13(a)(i), Schedule
		6.13(a)(ii) and/or Schedule 6.21,
		if applicable, (iii) a reconciliation report showing fees, expenses and other
		amounts received or deferred under each Management Agreement, (iv) a proforma
		statement of the Management Fees and Promote Fees expected to be earned over
		the next twelve months and an identification of which Fortress Funds are
		Material Fortress Funds and (v) a statement of the amount of capital commitment
		and the unpaid capital obligations of each Loan Party.
	 

	 
		(d) prior to the end of each fiscal year of
		the Borrowers, an annual business plan and budget of the Borrowers and its
		Subsidiaries containing, among other things, pro forma financial statements for
		the next fiscal year;
	 

	 
		(e) promptly after any request by the
		Administrative Agent or any Lender, copies of any detailed audit reports,
		management letters or recommendations submitted to the board of directors (or
		the audit committee of the board of directors) of the Borrowers by independent
		accountants in connection with the accounts or books of any Borrower or any
		Subsidiary, or any audit of any of them;
	 

	 
		(f) promptly after the furnishing or the
		receipt thereof, copies of any statement or report furnished to, or received
		from, any holder of debt securities of any Loan Party or any Subsidiary thereof
		pursuant to the terms of any indenture, loan or credit or similar
		agreement;
	 

	 
		(g) promptly, and in any event within five
		Business Days after receipt thereof by any Loan Party or any Subsidiary
		thereof, copies of each notice or other correspondence received from the SEC
		(or comparable agency in any applicable non-U.S. jurisdiction) concerning any
		investigation or possible investigation or other inquiry by such agency
		regarding financial or other operational results of any Loan Party or any
		Subsidiary thereof other than customary audits of registered investment
		advisors (under the Investment Advisors Act of 1940) and registered investment
		companies (under the Investment Company Act of 1940); and
	 

	 
		(h) promptly, such additional information
		regarding the business, financial or corporate affairs of any Loan Party or any
		Subsidiary, or compliance with the terms of the Loan Documents, as the
		Administrative Agent or any Lender may from time to time reasonably
		request.
	 

	 
		Except for Compliance Certificates, as set
		forth in Section 7.02(b), the Administrative Agent shall have no obligation to
		request the delivery or to maintain copies of the documents referred to above,
		and in any event shall have no responsibility to monitor compliance by the
		Borrowers with any such request for delivery, and each Lender shall be solely
		responsible for requesting delivery to it or maintaining its copies of such
		documents.
	 




	 
		67
	 

	 

	 
 

	 
			
				
				  7.03
				

			 	
				
				  Notices.
				

			 

 

	 
		(a) Promptly notify the Administrative Agent
		and each Lender of the occurrence of any Default.
	 

	 
		(b) Promptly notify the Administrative Agent
		of any matter that has resulted or could reasonably be expected to result in a
		Material Adverse Effect, including (i) breach or non-performance of, or any
		default under, a Contractual Obligation of a Loan Party or any Subsidiary; (ii)
		any dispute, litigation, investigation, proceeding or suspension between a Loan
		Party or any Subsidiary and any Governmental Authority; or (iii) the
		commencement of, or any material development in, any litigation or proceeding
		affecting a Loan Party or any Subsidiary, including pursuant to any applicable
		Environmental Laws.
	 

	 
		(c) Promptly notify the Administrative Agent
		of the occurrence of any ERISA Event.
	 

	 
		(d) Promptly notify the Administrative Agent
		of any material change in accounting policies or financial reporting practices
		by a Loan Party or any Subsidiary.
	 

	 
		Each notice pursuant to this Section 7.03(a)
		through (d) shall be accompanied by a statement of a Responsible Officer of the
		Borrowers setting forth details of the occurrence referred to therein and
		stating what action the Borrowers have taken and proposes to take with respect
		thereto. Each notice pursuant to Section
		7.03(a) shall describe with
		particularity any and all provisions of this Agreement and any other Loan
		Document that have been breached.
	 

	 
			
				
				  7.04
				

			 	
				
				  Payment of
				  Obligations.
				

			 

 

	 
		Pay and discharge, as the same shall become
		due and payable, all its material obligations and liabilities, including (a)
		all material tax liabilities, assessments and governmental charges or levies
		upon it or its properties or assets, unless the same are being contested in
		good faith by appropriate proceedings diligently conducted and adequate
		reserves in accordance with SBA are being maintained by the Borrowers or such
		Subsidiary; (b) all lawful claims which, if unpaid, would by law become a
		material Lien upon its property; and (c) all material Indebtedness, as and when
		due and payable, but subject to any subordination provisions contained in any
		instrument or agreement evidencing such Indebtedness.
	 

	 
			
				
				  7.05
				

			 	
				
				  Preservation of Existence,
				  Etc.
				

			 

 

	 
		(a) Preserve, renew and maintain in full
		force and effect its legal existence under the Laws of the jurisdiction of its
		organization except in a transaction permitted by Section 8.04 or
		8.05.
	 

	 
		(b) Preserve, renew and maintain in full
		force and effect its good standing under the Laws of the jurisdiction of its
		organization, except to the extent the failure to do so could not reasonably be
		expected to have a Material Adverse Effect.
	 

	 
		(c) Take all reasonable action to maintain
		all rights, privileges, permits, licenses and franchises necessary or desirable
		in the normal conduct of its business, except to the extent that the failure to
		do so could not reasonably be expected to have a Material Adverse
		Effect.
	 

	 
		(d) Preserve or renew all of its material
		registered patents, copyrights, trademarks, trade names and service marks, the
		non-preservation of which could reasonably be expected to have a Material
		Adverse Effect.
	 




	 
		68
	 

	 

	 
 

	 
			
				
				  7.06
				

			 	
				
				  Maintenance of
				  Properties.
				

			 

 

	 
		(a) Maintain, preserve and protect all of
		its material properties and equipment necessary in the operation of its
		business in good working order and condition, ordinary wear and tear
		excepted.
	 

	 
		(b) Make all necessary repairs thereto and
		renewals and replacements thereof, except where the failure to do so could not
		reasonably be expected to have a Material Adverse Effect.
	 

	 
		(c) Use the standard of care typical in the
		industry in the operation and maintenance of its Facilities.
	 

	 	
			 
				7.07
			 

		  	
			 
				Maintenance of
				Insurance.
			 

		  


	 
		Maintain in full force and effect insurance
		(including worker’s compensation insurance, liability insurance, casualty
		insurance and business interruption insurance) with financially sound and
		reputable insurance companies not Affiliates of the Loan Parties, in such
		amounts, with such deductibles and covering such risks as are customarily
		carried by companies engaged in similar businesses and owning similar
		properties in localities where a Loan Party or the applicable Subsidiary
		operates. The Administrative Agent shall be named as loss payee and/or
		additional insured with respect to any such insurance and each provider of any
		such insurance shall agree, by endorsement upon the policy or policies issued
		by it or by independent instruments furnished to the Administrative Agent, that
		it will give the Administrative Agent thirty (30) days prior written notice
		before any such policy or policies shall be altered or canceled.
	 

	 
			
				
				  7.08
				

			 	
				
				  Compliance with
				  Laws.
				

			 

 

	 
		Comply with the requirements of all Laws and
		all orders, writs, injunctions and decrees applicable to it or to its business
		or property, except in such instances in which (a) such requirement of Law or
		order, writ, injunction or decree is being contested in good faith by
		appropriate proceedings diligently conducted; or (b) the failure to comply
		therewith could not reasonably be expected to have a Material Adverse Effect.
		
	 

	 
			
				
				  7.09
				

			 	
				
				  Books and Records.
				

			 

 

	 
		(a) Maintain proper books of record and
		account, in which full, true and correct entries in conformity with SBA
		consistently applied shall be made of all financial transactions and matters
		involving the assets and business of a Loan Party or a Subsidiary, as the case
		may be.
	 

	 
		(b) Maintain such books of record and
		account in material conformity with all applicable requirements of any
		Governmental Authority having regulatory jurisdiction over Loan Party or a
		Subsidiary, as the case may be.
	 

	 
			
				
				  7.10
				

			 	
				
				  Inspection Rights.
				

			 

 

	 
		(a) Permit representatives and independent
		contractors of the Administrative Agent and each Lender to visit and inspect
		any of its Properties, to examine its corporate, financial and operating
		records, and make copies thereof or abstracts therefrom, to audit the
		Collateral, and to discuss its affairs, finances and accounts with its
		directors, officers, and independent public accountants, at such reasonable
		times during normal business hours and as often as may be reasonably desired,
		upon reasonable advance notice to the Borrowers; provided that absent an Event
		of Default the Borrower shall not be required to pay the expenses related
		thereto more frequently than once each fiscal year; and provided further that
		during the 
	 




	 
		69
	 

	 

	 
 

	 
		existence of an Event of Default the
		Administrative Agent (or any of its representatives) may do any of the
		foregoing at the expense of the Borrowers at any time during normal business
		hours and without advance notice. 
	 

	 
		(b) If requested by the Administrative Agent
		in its sole discretion, promptly deliver to the Administrative Agent (a) such
		information regarding the Collateral as reasonably requested and (b) a written
		audit of the accounts receivable, inventory, payables, controls and systems of
		the Loan Parties and their Subsidiaries.
	 

	 
			
				
				  7.11
				

			 	
				
				  Use of Proceeds.
				

			 

 

	 
		(a) The Revolving Loans, the Term A-1 Loans
		and Term A-2 Loans shall be used (i) to refinance the Indebtedness evidenced by
		the Existing Credit Agreement, (ii) to finance the build-out of office space,
		(iii) to provide capital investments for Fortress Funds and (iv) to finance
		working capital and capital expenditures and for other lawful corporate
		purposes; 
	 

	 
		(b) The Term B Loans shall be used (i) to
		finance working capital and capital expenditures, (ii) to make distributions to
		the Principals and (iii) for other lawful corporate purposes; and
	 

	 
		(c) Notwithstanding anything in clauses (a)
		or (b) above, in no event shall the proceeds of the Credit Extensions be used
		in contravention of any Law, including Regulation U issued by the FRB, or of
		any Loan Document.
	 

	 
			
				
				  7.12
				

			 	
				
				  Additional Fortress Entities or
				  Subsidiaries.
				

			 

 

	 
		Upon the acquisition or formation of any
		Fortress Entity or Subsidiary, concurrently with the delivery of the financial
		statements referred to in Section 7.01(a) and (b):
	 

	 
		(a) notify the Administrative Agent thereof
		in writing, together with the (i) jurisdiction of formation, (ii) number
		of shares of each class of Equity Interests outstanding, and (iii) number
		and percentage of outstanding shares of each class owned (directly or
		indirectly) by a Loan Party or any Subsidiary; and
	 

	 
		(b) subject to the proviso below, cause such
		Person to (x) become a Guarantor and pledge its assets (consistent with the
		pledging of assets by other Guarantors) by executing and delivering to the
		Administrative Agent a Joinder Agreement or such other documents as the
		Administrative Agent shall deem appropriate for such purpose, and (y) deliver
		to the Administrative Agent documents of the types referred to in
		Sections 5.01(f) and (g) and
		favorable opinions of counsel to such Person (which shall cover, among other
		things, the legality, validity, binding effect and enforceability of the
		documentation referred to in clause (x)), all in form, content and scope
		reasonably satisfactory to the Administrative Agent; provided that
		such Person shall not be required to become a Guarantor if the Borrowers
		provide written confirmation to the Administrative Agent that (i) such action
		would require the consent of a third party or is otherwise contractually
		prohibited, (ii) such Person (A) is an investment advisory affiliate formed to
		act as a general partner or investment manager to a Fortress Fund and (B) is
		not wholly-owned by a Loan Party or Subsidiary (or will not be wholly-owned
		within the next twelve months of the formation of such Person) or (iii) such
		Person is a Subsidiary but is not a Material Subsidiary. 
	 




	 
		70
	 

	 

	 
 

	 
			
				
				  7.13
				

			 	
				
				  ERISA Compliance.
				

			 

 

	 
		Do, and cause each of its ERISA Affiliates
		to do, each of the following: (a) maintain each Plan in compliance in all
		material respects with the applicable provisions of ERISA, the Internal Revenue
		Code and other federal or state law; (b) cause each Plan that is qualified
		under Section 401(a) of the Internal Revenue Code to maintain such
		qualification; and (c) make all required contributions to any Plan subject to
		Section 412 of the Internal Revenue Code.
	 

	 
			
				
				  7.14
				

			 	
				
				  Pledged Assets.
				

			 

 

	 
		(a) Equity Interests. The Loan Parties will cause (i) 100% of the issued and
		outstanding Equity Interests of Newcastle, Eurocastle, Northcastle and
		Oldcastle other than the Newcastle Options, Northcastle Options and the
		Eurocastle Options (and all Equity Interests in any other publicly traded
		entity) owned by the Loan Parties and their Subsidiaries to be subject at all
		times to a first priority, perfected Lien in favor of the Administrative Agent
		pursuant to the terms and conditions of the Collateral Documents, including all
		such Equity Interests acquired after the Closing Date and (ii) 100% of the
		other Equity Interests owned by the Loan Parties in (x) Fortress Funds and (y)
		Material Subsidiaries of any Loan Party to be subject at all times to a first
		priority perfected Lien in favor of the Administrative Agent pursuant to the
		terms and conditions of the Collateral Documents, including, without
		limitation, any Fortress Funds or Material Subsidiaries formed or acquired
		after the Closing Date, unless the existence of such Lien would require the
		consent of a third party or is otherwise contractually prohibited and the
		Borrower provides confirmation thereof, in each case, together with opinions of
		counsel and any filings and deliveries reasonably necessary in connection
		therewith to perfect the security interests therein, all in form and substance
		reasonably satisfactory to the Administrative Agent; provided, however, that
		the Loan Parties will not be required to pledge, directly or indirectly, more
		that 65% of the voting stock of any Foreign Subsidiary if such pledge would
		result in an adverse tax consequence.
	 

	 
		(b) Other Property.
		Each Loan Party will (i) cause all of its Property (to the extent contemplated
		by the Collateral Documents, including, but not limited to, its rights to fees
		under any Management Agreement and its rights in any aircraft (or interest
		therein) purchased as a permitted Capital Expenditure pursuant to
		Section 8.14) to be subject at all times to a perfected Lien in
		favor of the Administrative Agent, for the benefit of the Lenders, to secure
		the Obligations pursuant to the terms and conditions of the Collateral
		Documents or, with respect to any such Property acquired subsequent to the
		Closing Date, such other additional security documents as the Administrative
		Agent shall reasonably request, subject in any case to Permitted Liens and (ii)
		deliver such other documentation as the Administrative Agent may reasonably
		request in connection with the foregoing, including, without limitation,
		appropriate UCC-1 financing statements, certified resolutions and other
		organizational and authorizing documents of such Person, favorable opinions of
		counsel to such Person (which shall cover, among other things, the legality,
		validity, binding effect and enforceability of the documentation referred to
		above and the perfection of the Administrative Agent’s Liens thereunder)
		and other items of the types required to be delivered pursuant to
		Section 5.01(g), all in form, content and scope reasonably satisfactory
		to the Administrative Agent. 
	 

	 
			
				
				  7.15
				

			 	
				
				  Management and Promote
				  Fees.
				

			 

 

	 
		The Loan Parties will cause (a) 100% of all
		Management Fees net of expenses and tax payments paid to an investor advisory
		affiliate (other than the portion of the Management Fees to which any employee
		of FIG or any of its Affiliates serving as a manager of a Fortress Fund is
		entitled pursuant to the terms of such individual’s agreement(s) with FIG
		or its Affiliates in respect of any Fortress Fund (but not any Fortress Fund
		paying Management Fees as of January 1, 2005); it being understood that,
		as of the Closing Date, the only Fortress Funds in respect of which any
		employee of FIG or one of its Affiliates is 
	 




	 
		71
	 

	 

	 
 

	 
		entitled to any portion of such Fortress
		Fund’s Management Fees are Drawbridge Relative Value Fund LP and
		Drawbridge Relative Value Ltd., which began paying Management Fees after
		January 1, 2005), (b) at least 40% of all Promote Fees from FIF I and at
		least 60% of all Promote Fees from all other Private Equity Funds, (c) at least
		45% of all Promote Fees from Drawbridge Special Opportunities Advisors LLC and
		at least 50% of all Promote Fees from all other Hedge Funds (other than
		Drawbridge Relative Value Advisors LLC and Drawbridge Relative Value GP LLC)
		(in each case net of the allocation of Promote Fees required to be paid to
		managers of a Hedge Fund whose entitlement to a portion of Promote Fees is
		calculated on a basis other than as a percentage of the Promote Fees payable
		generally with respect to such Hedge Fund), (d) at least 55% of all Promote
		Fees from Eurocastle and (e) at least 45% of all Promote Fees from
		Newcastle, Northcastle and all other investment funds and, in each case to the
		extent such fees are not paid by a Fortress Fund directly to a Loan Party, to
		be promptly distributed (in cash except as set forth above) to a Loan Party
		when received by the Person to which such fees are paid; such distribution to
		be made to the Cash Collateral Account or otherwise in accordance with the
		payment instructions set forth in the Collateral Documents or notices delivered
		pursuant thereto; provided, however, that this Section shall not apply to any
		Deferred Management and Incentive Fees. The Loan Parties shall cause
		Subsidiaries that are entitled to receive any such fees from a Fortress Fund to
		enforce their respective rights at law and in equity to receive such fees from
		such Fortress Fund. Nothing herein shall limit the right of the Loan Parties or
		their Subsidiaries to reinvest or defer receipt of Management Fees and Promote
		Fees earned or received from the Offshore Hedge Funds or Promote Fees earned or
		received from the Onshore Hedge Funds. 
	 

	 
			
				
				  7.16
				

			 	
				
				  Distributions of Income to the
				  Loan Parties.
				

			 

 

	 
		In addition to the requirements set forth in
		Section 7.15, the Loan Parties shall cause all of their respective
		Subsidiaries and, to the extent possible, the Private Equity Funds to promptly
		distribute to the Loan Parties (but not less frequently than once each fiscal
		quarter), whether in the form of dividends, distributions or otherwise, their
		applicable share of any profits, proceeds or other income relating to or
		arising from such Person’s use, operation, financing, refinancing, sale or
		other disposition of its assets and properties after (a) the payment by such
		Person of its debt service and operating expenses for such quarter and (b) the
		establishment of reasonable reserves for the payment of operating expenses not
		paid on at least a quarterly basis (including, but not limited to, employee
		compensation) and capital improvements to be made to such Person’s assets
		and properties approved by such Person in the ordinary course of business
		consistent with its past practices. The Loan Parties shall enforce their
		respective rights at law and in equity to receive distributions from their
		Affiliates and from Newcastle and Eurocastle. 
	 

	 
			
				
				  7.17
				

			 	
				
				  Non-Competes.
				

			 

 

	 
		The Borrowers agree to (a) amend the FIG
		limited liability company agreement on or before September 30, 2006, in order
		to conform the non-compete provisions contained therein to those contained in
		the FIH limited liability company agreement as in effect on the Closing Date,
		and (b) promptly following such amendment, deliver a copy of such amended FIG
		limited liability company agreement, certified by a secretary or assistant
		secretary of FIG to be true and correct and in full force and effect, to the
		Administrative Agent (which shall in turn make such amended agreement available
		to the Lenders).
	 




	 
		72
	 

	 

	 
 

	 
		ARTICLE VIII
	 

	 
		NEGATIVE COVENANTS
	 

	 
		So long as any Lender shall have any
		Commitment hereunder, any Loan or other Obligation hereunder shall remain
		unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no
		Loan Party shall, nor shall it permit any Subsidiary to, directly or
		indirectly:
	 

	 
			
				
				  8.01
				

			 	
				
				  Liens.
				

			 

 

	 
		Create, incur, assume or suffer to exist any
		Lien upon any of its property, assets or revenues, whether now owned or
		hereafter acquired, other than the following: 
	 

	 
		(a) Liens pursuant to any Loan
		Document;
	 

	 
		(b) Liens existing on the date hereof and
		listed on Schedule 8.01 and any renewals or extensions thereof, provided that
		(i) the Property covered thereby is not changed, (ii) the amount secured or
		benefited thereby is not increased, (iii) the direct or any contingent obligor
		with respect thereto is not changed, and (iv) any renewal or extension of the
		obligations secured or benefited thereby is permitted by Section 8.03(b);
	 

	 
		(c) Liens (other than Liens imposed under
		ERISA) for taxes, assessments or governmental charges or levies not yet due or
		which are being contested in good faith and by appropriate proceedings
		diligently conducted, if adequate reserves with respect thereto are maintained
		on the books of the applicable Person in accordance with SBA;
	 

	 
		(d) statutory Liens of landlords and Liens
		of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens
		imposed by law or pursuant to customary reservations or retentions of title
		arising in the ordinary course of business, provided that
		such Liens secure only amounts not yet due and payable or, if due and payable,
		are unfiled and no other action has been taken to enforce the same or are being
		contested in good faith by appropriate proceedings for which adequate reserves
		determined in accordance with SBA have been established;
	 

	 
		(e) pledges or deposits in the ordinary
		course of business in connection with workers’ compensation, unemployment
		insurance and other social security legislation, other than any Lien imposed by
		ERISA;
	 

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

	 
		(g) easements, rights-of-way, restrictions
		and other similar encumbrances affecting real property which, in the aggregate,
		are not substantial in amount, and which do not in any case materially detract
		from the value of the property subject thereto or materially interfere with the
		ordinary conduct of the business of the applicable Person;
	 

	 
		(h) Liens securing judgments for the payment
		of money (or appeal or other surety bonds relating to such judgments) not
		constituting an Event of Default under Section 9.01(h);
	 

	 
		(i) leases or subleases granted to others
		not interfering in any material respect with the business of a Loan Party or
		any of their Subsidiaries;
	 




	 
		73
	 

	 

	 
 

	 
		(j) any interest of title of a lessor under,
		and Liens arising from UCC financing statements (or equivalent filings,
		registrations or agreements in foreign jurisdictions) relating to, leases
		permitted by this Agreement;
	 

	 
		(k) Liens deemed to exist in connection with
		Investments in permitted repurchase agreements;
	 

	 
		(l) normal and customary rights of setoff
		upon deposits of cash in favor of banks or other depository
		institutions;
	 

	 
		(m) Liens of a collection bank arising under
		Section 4-210 of the Uniform Commercial Code on items in the course of
		collection; and
	 

	 
		(n) Liens of sellers of goods to a Loan
		Party and any of its Subsidiaries arising under Article 2 of the Uniform
		Commercial Code or similar provisions of applicable law in the ordinary course
		of business, covering only the goods sold and securing only the unpaid purchase
		price for such goods and related expenses.
	 

	 
			
				
				  8.02
				

			 	
				
				  Investments.
				

			 

 

	 
		Make any Investments, except:
	 

	 
		(a) Investments held by a Loan Party or a
		Subsidiary in the form of cash or Cash Equivalents;
	 

	 
		(b) Investments existing as of the Closing
		Date and set forth in Schedule
		8.02;
	 

	 
		(c) Investments in any Person that is a Loan
		Party prior to giving effect to such Investment;
	 

	 
		(d) Investments by any Subsidiary of a Loan
		Party that is not a Loan Party in any other Subsidiary of a Loan Party that is
		not a Loan Party;
	 

	 
		(e) Investments consisting of extensions of
		credit in the nature of accounts receivable or notes receivable arising from
		the grant of trade credit in the ordinary course of business, and Investments
		received in satisfaction or partial satisfaction thereof from financially
		troubled account debtors to the extent reasonably necessary in order to prevent
		or limit loss;
	 

	 
		(f) Guarantees permitted by Section 8.03;
	 

	 
		(g) Investments in Fortress Funds or,
		subsequent to the IPO, direct Investments in investments of the type invested
		in by the Fortress Funds;
	 

	 
		(h) Investments in assets to be contributed
		to a newly formed Fortress Fund in anticipation of the formation of such
		Fortress Fund; provided that such assets (i) are held by a Loan Party,
		(ii) are not held for longer than 60 days, and (iii) do not
		exceed in aggregate cost, at any time, $40,000,000; and
	 

	 
		(i) other Investments not to exceed
		$10,000,000, in the aggregate, at any one time.
	 




	 
		74
	 

	 

	 
 

	 
			
				
				  8.03
				

			 	
				
				  Indebtedness.
				

			 

 

	 
		Create, incur, assume or suffer to exist any
		Indebtedness, except:
	 

	 
		(a) Indebtedness under the Loan
		Documents;
	 

	 
		(b) Indebtedness of the Loan Parties and
		their Subsidiaries set forth in Schedule
		8.03 (and renewals, refinancings and
		extensions thereof; provided that
		(i) the amount of such Indebtedness is not increased at the time of such
		refinancing, refunding, renewal or extension except by an amount equal to a
		reasonable premium or other reasonable amount paid, and fees and expenses
		reasonably incurred, in connection with such refinancing and by an amount equal
		to any existing commitments unutilized thereunder and (ii) the terms relating
		to principal amount, amortization, maturity, collateral (if any) and
		subordination (if any), and other material terms taken as a whole, of any such
		refinancing, refunding, renewing or extending Indebtedness, and of any
		agreement entered into and of any instrument issued in connection therewith,
		are no less favorable in any material respect to the Loan Parties or the
		Lenders than the terms of any agreement or instrument governing the
		Indebtedness being refinanced, refunded, renewed or extended and the interest
		rate applicable to any such refinancing, refunding, renewing or extending
		Indebtedness does not exceed the then applicable market interest rate;
	 

	 
		(c) Investments permitted under
		Section 8.02 that would constitute Indebtedness;
	 

	 
		(d) obligations (contingent or otherwise) of
		any Borrower or any Subsidiary existing or arising under (i) any Credit
		Facility Swap Contract or (ii) any other Swap Contract, provided that with
		respect to clause (ii) (A) such obligations are (or were) entered into by such
		Person in the ordinary course of business for the purpose of directly
		mitigating risks associated with liabilities, commitments, investments, assets,
		or property held or reasonably anticipated by such Person, or changes in the
		value of securities issued by such Person, and not for purposes of speculation
		or taking a “market view;” and (B) such Swap Contract does not
		contain any provision exonerating the non-defaulting party from its obligation
		to make payments on outstanding transactions to the defaulting party;
	 

	 
		(e) current liabilities of the Loan Parties
		or their respective Subsidiaries incurred in the ordinary course of business
		but not incurred through (i) the borrowing of money or (ii) the
		obtaining of credit except for credit on an open account basis customarily
		extended and in fact extended in connection with normal purchases of goods and
		services;
	 

	 
		(f) Indebtedness in respect of taxes,
		assessments, governmental charges or levies and claims for labor, materials and
		supplies to the extent that payment therefor shall not at the time be required
		to be made in accordance with the provisions of Section 7.04;
	 

	 
		(g) Indebtedness in respect of judgments or
		awards only to the extent, for the period and for an amount not resulting in a
		Default;
	 

	 
		(h) endorsements for collection, deposit or
		negotiation and warranties of products or services, in each case incurred in
		the ordinary course of business;
	 

	 
		(i) Indebtedness in the form of either a
		direct obligation of a Loan Party or in the form of a guaranty by a Loan Party,
		in each case, with respect to the obligation to refund or repay Promote Fees
		previously received from a Private Equity Fund;
	 




	 
		75
	 

	 

	 
 

	 
		(j) other unsecured Indebtedness in an
		aggregate principal amount not to exceed $10,000,000 at any one time
		outstanding; and
	 

	 
		(k) Guarantees with respect to Indebtedness
		permitted under clauses (a) through (j) of this Section 8.03.
	 

	 
		 
	 

	 
			
				
				  8.04
				

			 	
				
				  Fundamental
				  Changes.
				

			 

 

	 
		Merge, dissolve, liquidate, consolidate with
		or into another Person, or Dispose of (whether in one transaction or in a
		series of transactions) all or substantially all of its assets (whether now
		owned or hereafter acquired) to or in favor of any Person (except pursuant to a
		Disposition permitted by Section
		8.05(f)); provided that,
		notwithstanding the foregoing provisions of this Section 8.04 but
		subject to the terms of Sections 7.12 and 7.14, (a) a
		Borrower may merge or consolidate with any of its Subsidiaries provided that
		such Borrower shall be the continuing or surviving corporation, (b) any Loan
		Party that is not a Borrower may merge or consolidate with `any other Loan
		Party that is not a Borrower, (c) any Subsidiary that is not a Loan Party may
		be merged or consolidated with or into any Loan Party provided that such
		surviving Person is a Loan Party or shall promptly become a Loan Party, (d) any
		Subsidiary that is not a Loan Party may be merged or consolidated with or into
		any other Subsidiary that is not a Loan Party, and (e) any Subsidiary that is
		not a Loan Party may dissolve, liquidate or wind up its affairs at any time
		provided that such dissolution, liquidation or winding up, as applicable, could
		not have a Material Adverse Effect. It is understood and agreed that this
		Section 8.04 shall not prohibit any change in ownership of a Loan Party or a
		Subsidiary that is not a Loan Party that does not cause a Change of Control as
		long as such Person remains a Loan Party, if it was a Loan Party, and all Liens
		on the assets of such Person, if any, remain in full force and effect.
	 

	 
			
				
				  8.05
				

			 	
				
				  Dispositions; Ownership of
				  Promote Fees.
				

			 

 

	 
		Subject to clause (h) below (which shall be
		applicable, to the extent described therein, to each Disposition, even if such
		Disposition is otherwise permitted under another clause of this Section 8.05),
		make any Disposition except:
	 

	 
		(a) Permitted Transfers;
	 

	 
		(b) Dispositions of Investment Assets;
		provided that (i) the Loan Parties are in compliance on a pro forma basis with
		the financial covenants in Section
		8.10 after giving effect thereto, (ii)
		the Net Cash Proceeds received in connection therewith shall be funded into the
		Cash Collateral Account and (iii) such Net Cash Proceeds shall be either
		reinvested in other Investment Assets within 180 days from such Disposition or
		used to prepay the then Outstanding Amounts in the manner set forth in
		Section 2.04(b)(v);
	 

	 
		(c) Subject to Section 2.04(b)(ii), Permitted Management Function Transfers;
	 

	 
		(d) Subject to Section 2.04(b)(ii), Dispositions of Promote Fees;
	 

	 
		(e) Subject to Section 2.04(b)(ii), other Dispositions so long as (i) the consideration
		paid in connection therewith shall be cash or Cash Equivalents paid
		contemporaneous with consummation of the transaction and shall be in an amount
		not less than the fair market value of the Property disposed of, (ii) such
		transaction is not a Sale and Leaseback Transaction, (iii) such transaction
		does not involve the sale or other disposition of an Equity Interest in any
		Subsidiary other than transfers relating to Promote Fees permitted by clause
		(d) above, (iv) such transaction does not involve a sale or other disposition
		of receivables other than receivables owned by or attributable to other
		Property concurrently being disposed of in a transaction otherwise permitted
		under this Section 8.05, (v) the aggregate net book value of all of the assets
		sold or 
	 




	 
		76
	 

	 

	 
 

	 
		otherwise disposed of by the Loan Parties
		and their Subsidiaries in any single transaction (or series of related
		transaction) does not exceed $10,000,000 and (vi) no Default exists or
		would be caused by such Disposition; 
	 

	 
		(f) Dispositions of Equity Interests in
		Drawbridge Special Opportunities Advisors LLC, Drawbridge Relative Value
		Advisors LLC and Drawbridge Global Macro Advisors LLC (each an “Existing
		Drawbridge Advisors Entity”) to the Principals or any Person owned
		directly by the Principals (each a “Drawbridge Advisor Disposition”);
		provided that (i) such Disposition does not result in any Disposition of any
		Investment Assets and (ii) the Management Agreement to which the applicable
		Existing Drawbridge Advisors Entity is a party remains in full force and effect
		or a new Management Agreement is entered into on substantially the same terms
		with a Loan Party or a Subsidiary. 
	 

	 
		(g) (i) Notwithstanding anything in
		Sections 8.04, 8.05 (other than Section 8.05(h))
		and 8.06 to the contrary, each Loan Party shall be permitted to
		Dispose of Equity Interests owned by such Loan Party to any Person owned,
		directly or indirectly, by the Principals, so long as: (i) such Person is or
		becomes a Guarantor and (ii) such Disposition is (A) not adverse to the Lenders
		and (B) consented to by the Administrative Agent, such consent not to be
		unreasonably withheld.
	 

	 
		(ii) In addition to Dispositions permitted
		by clause (i) above, notwithstanding anything in Sections 8.04, 8.05 (other than Section 8.05(h))
		and 8.06 to the contrary, each Loan Party and each Subsidiary
		thereof shall be permitted to make a Disposition prior to the IPO to any Person
		owned, directly or indirectly, by the Principals, so long as (A) the value of
		such Disposition does not exceed $600,000,000 and (B) such Person becomes a
		Guarantor; it being understood that, in connection with the IPO, such Person
		shall automatically be released as a Guarantor immediately prior to the IPO so
		long as, after giving effect to the release, the IPO and the application of the
		IPO proceeds, the aggregate value of Investment Assets is greater than or equal
		to $550,000,000.
	 

	 
		(iii) In addition to Dispositions permitted
		by clauses (i) and (ii) above, notwithstanding anything in Sections 8.04, 8.05 (other than Section 8.05(h))
		and 8.06 to the contrary, each Loan Party and each Subsidiary
		thereof shall be permitted to make one or more Dispositions subsequent to the
		IPO to any Person owned, directly or indirectly, by the Principals, so long as
		the aggregate value of such Dispositions does not exceed, in the aggregate, an
		amount equal to (A) $600,000,000 less (B) the
		value of any Dispositions made pursuant to Section 8.05(g)(ii) less (C) the
		value of any Distributions made pursuant to Section 8.06(e).
	 

	 
		(h) Notwithstanding anything in clauses (a)
		through (g) above to the contrary, no Disposition or issuance of Equity
		Interests may occur that would cause the Loan Parties to be entitled to receive
		amounts (subject to no Lien) less than (i) 40% of the Promote Fees of FIF I and
		60% of the Promote Fees of all other Private Equity Funds, (ii) 45% of the
		Promote Fees of Drawbridge Special Opportunities Advisors LLC and Drawbridge
		Special Opportunities GP LLC, and 50% of the Promote Fees of all other Hedge
		Funds, other than Drawbridge Relative Value Advisors LLC and Drawbridge
		Relative Value GP LLC (in each case, net of the allocation of Promote Fees
		required to be paid to managers of a Hedge Fund whose entitlement to a portion
		of Promote Fees is calculated on a basis other than as a percentage of Promote
		Fees payable generally with respect to such Hedge Fund), (iii) 55% of the
		Promote Fees of Eurocastle and (iv) 45% of the Promote Fees of Newcastle,
		Northcastle and all other investment funds. This clause (h) shall not apply to
		any Deferred Management and Incentive Fees, which may be transferred pursuant
		to a Disposition permitted under Section 8.05(g) without further restriction by
		this clause (h).
	 

	 
			
				
				  8.06
				

			 	
				
				  Restricted
				  Payments.
				

			 

 

	 
		Declare or make, directly or indirectly, any
		Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
		except that:
	 



	 
		77
	 

	 

	 
 

	 
		(a) each Subsidiary may make Restricted
		Payments to a Loan Party and any other Person that owns an Equity Interest in
		such Subsidiary, ratably according to their respective holdings of the type of
		Equity Interest in respect of which such Restricted Payment is being made;
		
	 

	 
		(b) each Loan Party and each Subsidiary may
		declare and make dividend payments or other distributions payable solely in the
		Equity Interests of such Person; 
	 

	 
		(c) so long as no Default exists immediately
		prior and after giving effect thereto, the Loan Parties may, for any period,
		make other Restricted Payments in the form of Distributions for the payment of
		taxes in an amount equal to taxes that would be owed (including estimated
		taxes), as determined by the Borrowers in their reasonable discretion, by any
		Person as a result of its direct or indirect ownership of a Loan Party or
		Subsidiary; provided that such Distributions pursuant to this clause (c) shall
		not exceed 45% of the taxable income of the Loan Parties and their Subsidiaries
		(less any prior Distributions for estimated taxes in excess of the amount of
		taxes actually paid) for such period (collectively, “Permitted
		Tax Distributions”); 
	 

	 
		(d) a Loan Party or a Subsidiary may make
		any Distribution to the extent it constitutes a Disposition permitted by
		Section 8.05; 
	 

	 
		(e) Subsequent to the IPO, a Loan Party or a
		Subsidiary may make one or more Distributions to the Principals or any Person
		owned, directly or indirectly, by the Principals so long as the aggregate value
		of such Distributions does not exceed, in the aggregate, an amount equal to (A)
		$600,000,000 less (B) the aggregate value of any Dispositions made
		pursuant to Sections 8.05(g)(ii) and 8.05(g)(iii); 
	 

	 
		(f) each Loan Party and Subsidiary may make
		other Distributions; provided that (i) no Default exists immediately prior to
		or after giving effect thereto, (ii) the amount of such Distributions during
		the prior twelve months does not exceed 100% of Free Cash Flow of the Loan
		Parties for the prior twelve months and (iii) after giving effect thereto, the
		Loan Parties have cash on hand in an amount not less that the sum of (A) all
		accrued but unpaid taxes of the Loan Parties and their Subsidiaries and (B) the
		amount of any Term Loan A-1 and/or Term Loan A-2 Scheduled Principal Payment
		due within the next 90 days pursuant to Section 2.06(b)(i) or 2.06(b)(ii), if
		any; and
	 

	 
		(g) the Loan Parties may use the proceeds of
		the Term B Loans to make a one-time Distribution to the Principals within ten
		Business Days of the Closing Date in an amount not to exceed
		$250,000,000.
	 

	 	
			 
				8.07
			 

		  	
			 
				 Change in Nature of Business.
			 

		  


	 
		Engage in any material line of business not
		in the investment management business or any business ancillary thereto.

	 

	 
			
				
				  8.08
				

			 	
				
				  Transactions with Affiliates and
				  Insiders.
				

			 

 

	 
		Enter into or permit to exist any
		transaction or series of transactions with any officer, director or Affiliate
		of such Person other than (a) advances of working capital to any Loan Party,
		(b) transfers of cash and assets to any Loan Party, (c) intercompany
		transactions expressly permitted by Section 8.02,
		Section 8.03, Section
		8.04, Section 8.05 or
		Section 8.06, (d) normal and reasonable compensation and
		reimbursement 
	 




	 
		78
	 

	 

	 
 

	 
		of expenses of officers and directors and
		the granting of Equity Interests to officers and directors so long as the Loan
		Parties remain in compliance with Section 8.05(h) and (e) except as otherwise specifically limited in
		this Agreement, other transactions which are entered into in the ordinary
		course of such Person’s business on terms and conditions substantially as
		favorable to such Person as would be obtainable by it in a comparable
		arms-length transaction with a Person other than an officer, director or
		Affiliate.
	 

	 
			
				
				  8.09
				

			 	
				
				  Burdensome
				  Agreements.
				

			 

 

	 
		(a) Enter into, or permit to exist, any
		Contractual Obligation that encumbers or restricts on the ability of any such
		Person to (i) pay dividends or make any other Distributions to any Loan Party
		on its Equity Interests or with respect to any other interest or participation
		in, or measured by, its profits, (ii) pay any Indebtedness or other obligation
		owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv)
		sell, lease or transfer any of its material Property to any Loan Party other
		than restrictions (A) on the transfer of partnership interests,
		(B) with respect to the assignment of interests in management agreements
		or (C) set forth in lease agreements in the ordinary course, (v) with
		respect solely to Loan Parties, pledge its Property pursuant to the Loan
		Documents or any renewals, refinancings, exchanges, refundings or extension
		thereof or (vi) with respect solely to Loan Parties, act as a Loan Party
		pursuant to the Loan Documents or any renewals, refinancings, exchanges,
		refundings or extension thereof, except (in respect of any of the matters
		referred to in clauses (i)-(v) above) for (A) this Agreement and the other Loan
		Documents, (B) any Permitted Lien or any document or instrument governing any
		Permitted Lien, provided that any such restriction contained therein relates
		only to the asset or assets subject to such Permitted Lien or (C) customary
		restrictions and conditions contained in any agreement relating to the sale of
		any Property permitted under Section
		8.05 pending the consummation of such
		sale.
	 

	 
		(b)  With respect solely to Loan
		Parties, enter into, or permit to exist, any Contractual Obligation that
		prohibits or otherwise restricts the existence of any Lien upon any of its
		Property in favor of the Administrative Agent (for the benefit of the Lenders)
		for the purpose of securing the Obligations, whether now owned or hereafter
		acquired, or requiring the grant of any security for any obligation if such
		Property is given as security for the Obligations, except (i) any document or
		instrument governing Indebtedness incurred pursuant to Section 8.03(e),
		provided that any such restriction contained therein relates
		only to the asset or assets constructed or acquired in connection therewith,
		(ii) in connection with any Permitted Lien or any document or instrument
		governing any Permitted Lien, provided that
		any such restriction contained therein relates only to the asset or assets
		subject to such Permitted Lien, (iii) pursuant to customary restrictions and
		conditions contained in any agreement relating to the sale of any Property
		permitted under Section
		8.05, pending the consummation of such
		sale and (iv) in connection with the formation of entities consistent with past
		practices.
	 

	 
			
				
				  8.10
				

			 	
				
				  Financial
				  Covenants.
				

			 

 

	 
		(a) Minimum Management Fee Earning Assets. At any time, permit the Management Fee Earning Assets
		to be less than the sum of (i) $15,000,000,000 plus (ii) an additional
		$500,000,000 as of the last day of each fiscal year of the Borrowers during the
		term of this Agreement (e.g., as of December 31, 2006, the Management Fee
		Earning Assets must not be less than $15,500,000,000, as of
		December 31, 2007, the Management Fee Earning Assets must not be less
		than $16,000,000,000, etc.).
	 

	 
		(b) Minimum EBITDA.
		Permit as of the end of any fiscal quarter of the Borrowers for the four
		quarter period ending on such date, the EBITDA of the Loan Parties and their
		consolidated Subsidiaries to be less than (i) for the quarters ending June
		30, 2006 and September 30, 2006, $200,000,000 (ii) for the fiscal
		quarters ending December 31, 2006, March 31, 2007, June 30, 2007 and
		September 30, 2007, $300,000,000 and (iii) for each fiscal quarter
		thereafter, $400,000,000.
	 



	 
		79
	 

	 

	 
 

	 
		(c) Minimum Investment Assets. Permit the aggregate value of Investment Assets to be
		less than the sum of (i) (A) if the IPO has not been completed, (x) from the
		Closing Date to January 31, 2007, $400,000,000; provided that from the Closing
		Date through September 30, 2006 such amount shall, as of any date of
		determination, be reduced Dollar for Dollar, but not in any event below
		$300,000,000, by the amount by which the Aggregate Revolving Commitments exceed
		the sum of (1) the Outstanding Amount of Revolving Loans and (2) the
		Outstanding Amount of L/C Obligations as of such date of determination; and (y)
		from January 31, 2007 and thereafter, $425,000,000 and (B) subsequent to the
		completion of the IPO, $500,000,000, plus (ii) 25% of the value paid (whether
		cash or non-cash) in connection with a Permitted Management Function
		Transfer.
	 

	 
		(d) Collateral Value. At any time permit the Collateral Value to be less
		than (i) $45,000,000 plus (ii) 25% of the value paid (whether cash or non-cash)
		in connection with a Permitted Management Function Transfer.
	 

	 	
			 
				8.11
			 

		  	
			 
				Prepayment of Other Indebtedness,
				Etc.
			 

		  


	 
		(a) Amend or modify any of the terms of any
		Indebtedness of a Loan Party or any Subsidiary (other than Indebtedness arising
		under the Loan Documents) if such amendment or modification would add or change
		any terms in a manner adverse to a Loan Party or any Subsidiary, or shorten the
		final maturity or average life to maturity or require any payment to be made
		sooner than originally scheduled or increase the interest rate applicable
		thereto.
	 

	 
		(b) Make (or give any notice with respect
		thereto) any voluntary or optional payment or prepayment or redemption or
		acquisition for value of (including without limitation, by way of depositing
		money or securities with the trustee with respect thereto before due for the
		purpose of paying when due), refund, refinance or exchange of any Indebtedness
		of a Loan Party or any Subsidiary (other than Indebtedness arising under the
		Loan Documents).
	 

	 
			
				
				  8.12
				

			 	
				
				  Organization Documents; Fiscal
				  Year; Legal Name, State of Formation and Form of Entity.
				

			 

 

	 
		(a) Amend, modify or change its Organization
		Documents in a manner adverse to the Lenders.
	 

	 
		(b) Change its fiscal year.
	 

	 
		(c) Without providing twenty (20) days
		prior written notice to the Administrative Agent, change its name, state of
		formation or form of organization.
	 

	 
			
				
				  8.13
				

			 	
				
				  Sale Leasebacks.
				

			 

 

	 
		Enter into any Sale and Leaseback
		Transaction.
	 

	 
			
				
				  8.14
				

			 	
				
				  Capital
				  Expenditures.
				

			 

 

	 
		Permit Capital Expenditures of the Loan
		Parties and their Subsidiaries and Affiliates to exceed $15,000,000, in the
		aggregate, during any fiscal year.
	 

	 
		 
	 

	 
			
				
				  8.15
				

			 	
				
				  Management
				  Agreements.
				

			 

 

	 
		(a) Without in each instance the prior
		written consent of the Administrative Agent, which consent may be withheld by
		the Administrative Agent in its sole and absolute discretion, permit any
		Management Agreement in which the Management Fees applicable to a Loan Party or
		one of its Subsidiaries,
	 




	 
		80
	 

	 

	 
 

	 
		whether paid or accrued during the most
		recently ended twelve month period or reasonably expected to be payable during
		the next succeeding twelve month period, exceeds $7,500,000 (a
		“Significant Management Agreement”) to be amended, modified,
		canceled, released, assigned, transferred or terminated or otherwise allow the
		terms of any Significant Management Agreement to be waived, diluted or altered
		other than a modification or amendment of any Significant Management Agreement
		that does not affect or have an impact on any fees, other compensation,
		reimbursements or other amounts payable under any Significant Management
		Agreement, the payment terms of any Significant Management Agreement, the term
		of any Significant Management Agreement, the default provisions of any
		Significant Management Agreement, the termination rights of any Significant
		Management Agreement, or otherwise adversely affects the Loan Parties, their
		Subsidiaries or Affiliates, the Collateral or the rights and benefits afforded
		to the Administrative Agent and the Lenders pursuant to the Loan Documents.
		Nothing in this clause (a) shall prohibit the occurrence of a Permitted
		Management Function Transfer or a Drawbridge Advisor Disposition.
	 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  Fail to comply with any covenant,
				  agreement or obligation set forth in any Significant Management Agreement and
				  such failure continues for five Business Days.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  Sell or assign any fees or the right
				  to fees under any Management Agreement.
				

			 

 

	 
			
				
				  8.16
				

			 	
				
				  Executive
				  Compensation.
				

			 

 

	 
		Permit the aggregate cash compensation
		(including salary, bonus or other compensation from any Fortress Entity or any
		Subsidiary or Affiliate thereof or any Fortress Fund) to any of Wesley R.
		Edens, Peter Briger, Robert I. Kauffman, Randal A. Nardone or Michael Novogratz
		(the “Principals”) to exceed $3,000,000 in any one calendar year
		(not including any amounts permitted to the distributed to the Principals
		pursuant to Section
		8.06).
	 

	 
			
				
				  8.17
				

			 	
				
				  Equity Issuance.
				

			 

 

	 
		Permit any Loan Party to have an initial
		public offering of equity unless the Net Cash Proceeds resulting from such
		Equity Issuance are greater than or equal to $400,000,000; provided, however,
		that any initial public offering shall be at the sole and absolute discretion
		of the Loan Parties.
	 

	 
		ARTICLE IX
	 

	 
		EVENTS OF DEFAULT AND REMEDIES
	 

	 
			
				
				  9.01
				

			 	
				
				  Events of Default.
				

			 

 

	 
		Any of the following shall constitute an
		Event of Default:
	 

	 
		(a) Non-Payment. Any
		Borrower or any other Loan Party fails to pay (i) when and as required to be
		paid herein and in the currency required hereunder, any amount of principal of
		any Loan or any L/C Obligation, or (ii) within three days after the same
		becomes due, any interest on any Loan or on any L/C Obligation, or any fee due
		hereunder, or (iii) within five days after the same becomes due, any other
		amount payable hereunder or under any other Loan Document; or
	 

	 
		(b) Specific Covenants. Any Loan Party fails to perform or observe any term,
		covenant or agreement contained in any of Section 7.01,
		7.02, 7.03,
		7.05, 7.10,
		7.11, 7.12,
		7.14, 7.15 or
		Article VIII and, with respect solely to Sections 7.01
		and 7.02 such failure continues for five Business Days;
		or
	 



	 
		81
	 

	 

	 
 

	 
		(c) Other Defaults.
		Any Loan Party fails to perform or observe any other covenant or agreement (not
		specified in subsection (a) or (b) above) contained in any Loan Document on its
		part to be performed or observed and such failure continues for the greater of
		(i) thirty days or (ii) five Business Days after any Loan Party
		obtains knowledge thereof; or
	 

	 
		(d) Representations and Warranties. Any representation, warranty, certification or
		statement of fact made or deemed made by or on behalf of any Borrower or any
		other Loan Party herein, in any other Loan Document, or in any document
		delivered in connection herewith or therewith shall be incorrect or misleading
		in any material respect when made or deemed made; or
	 

	 
		(e) Cross-Default.
		(i) A Loan Party or any Subsidiary (A) fails to make any payment when due
		(whether by scheduled maturity, required prepayment, acceleration, demand, or
		otherwise) in respect of any Indebtedness (other than Indebtedness hereunder
		and Indebtedness under Swap Contracts) having an aggregate principal amount
		(including undrawn committed or available amounts and including amounts owing
		to all creditors under any combined or syndicated credit arrangement) of more
		than the Threshold Amount, or (B) fails to observe or perform any other
		agreement or condition relating to any such Indebtedness contained in any
		instrument or agreement evidencing, securing or relating thereto, or any other
		event occurs, the effect of which default or other event is to cause, or to
		permit the holder or holders of such Indebtedness (or a trustee or agent on
		behalf of such holder or holders or beneficiary or beneficiaries) to cause,
		with the giving of notice if required, such Indebtedness to be demanded or to
		become due or to be repurchased, prepaid, defeased or redeemed (automatically
		or otherwise), or an offer to repurchase, prepay, defease or redeem such
		Indebtedness to be made, prior to its stated maturity, or cash collateral in
		respect thereof to be demanded; or (ii) there occurs under any Swap Contract an
		Early Termination Date (as defined in such Swap Contract) resulting from (A)
		any event of default under such Swap Contract as to which any Borrower or any
		Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B)
		any Termination Event (as so defined) under such Swap Contract as to which any
		Borrower or any Subsidiary is an Affected Party (as so defined) and, in either
		event, the Swap Termination Value owed by the Borrowers or such Subsidiary as a
		result thereof is greater than the Threshold Amount; or
	 

	 
		(f) Insolvency Proceedings, Etc. A Loan Party or any of its Subsidiaries institutes or
		consents to the institution of any proceeding under any Debtor Relief Law, or
		makes an assignment for the benefit of creditors; or applies for or consents to
		the appointment of any receiver, trustee, custodian, conservator, liquidator,
		rehabilitator or similar officer for it or for all or any material part of its
		property; or any receiver, trustee, custodian, conservator, liquidator,
		rehabilitator or similar officer is appointed without the application or
		consent of such Person and the appointment continues undischarged or unstayed
		for sixty calendar days; or any proceeding under any Debtor Relief Law relating
		to any such Person or to all or any material part of its property is instituted
		without the consent of such Person and continues undismissed or unstayed for
		sixty calendar days, or an order for relief is entered in any such proceeding;
		or
	 

	 
		(g) Inability
		to Pay Debts; Attachment. (i) a Loan
		Party or any Subsidiary becomes unable or admits in writing its inability or
		fails generally to pay its debts as they become due, or (ii) any writ or
		warrant of attachment or execution or similar process is issued or levied
		against all or any material part of the property of any such Person and is not
		released, vacated or fully bonded within thirty days after its issue or levy;
		or
	 

	 
		(h) Judgments. There
		is entered against a Loan Party or any Subsidiary (i) one or more final
		judgments or orders for the payment of money in an aggregate amount exceeding
		the 
	 


	 
		82
	 

	 

	 
 

	 
		Threshold Amount (to the extent not covered
		by independent third-party insurance as to which the insurer does not dispute
		coverage), or (ii) any one or more non-monetary final judgments that have, or
		could reasonably be expected to have, individually or in the aggregate, a
		Material Adverse Effect and, in either case, (A) enforcement proceedings are
		commenced by any creditor upon such judgment or order, or (B) there is a period
		of ten consecutive days during which a stay of enforcement of such judgment, by
		reason of a pending appeal or otherwise, is not in effect; or 
	 

	 
		(i) ERISA. (i) An
		ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
		has resulted or could reasonably be expected to result in liability of a Loan
		Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
		the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) a
		Loan Party or any ERISA Affiliate fails to pay when due, after the expiration
		of any applicable grace period, any installment payment with respect to its
		withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in
		an aggregate amount in excess of the Threshold Amount; or
	 

	 
		(j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and
		delivery and for any reason other than as expressly permitted hereunder or
		thereunder or satisfaction in full of all the Obligations, ceases to be in full
		force and effect; or any Loan Party or any other Person contests in any manner
		the validity or enforceability of any Loan Document; or any Loan Party denies
		that it has any or further liability or obligation under any Loan Document, or
		purports to revoke, terminate or rescind any Loan Document; or
	 

	 
		(k) Change of Control. There occurs any Change of Control; or 
	 

	 
		(l) Key Man. A
		breach shall occur with respect to any key man provision in any documentation
		governing (i) a Material Fortress Fund (other than a Hedge Fund) or
		(ii) a Material Fortress Fund that is a Hedge Fund and, within twelve
		months of such breach, such Material Fortress Fund that is a Hedge Fund shall
		have received redemption notices from investors (or any such redemption shall
		have occurred) in an aggregate amount exceeding 20% of the assets under
		management of such Material Fortress Fund that is a Hedge Fund (based on the
		value of such assets at the time of such breach); or 
	 

	 
		(m) Management Agreements. Any Management Agreement with respect to a Material
		Fortress Fund shall be terminated or otherwise fail to exist or be in full
		force and effect other than in connection with a Permitted Management Function
		Transfer or a Drawbridge Advisor Disposition; or
	 

	 
		(n) Material Fortress Funds. Any event occurs which causes a Material Fortress Fund
		to terminate, dissolve, liquidate or wind up (or to begin the process of
		same).
	 

	 
			
				
				  9.02
				

			 	
				
				  Remedies Upon Event of
				  Default.
				

			 

 

	 
		If any Event of Default occurs and is
		continuing, the Administrative Agent shall, at the request of, or may, with the
		consent of, the Required Lenders, take any or all of the following
		actions:
	 

	 
		(a) declare the commitment of each Lender to
		make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions
		to be terminated, whereupon such commitments and obligation shall be
		terminated; 
	 

	 
		(b) declare the unpaid principal amount of
		all outstanding Loans, all interest accrued and unpaid thereon, and all other
		amounts owing or payable hereunder or under any other Loan 
	 


	 
		83
	 

	 

	 
 

	 
		Document to be immediately due and payable,
		without presentment, demand, protest or other notice of any kind, all of which
		are hereby expressly waived by the Borrowers; 
	 

	 
		(c) require that the Borrowers Cash
		Collateralize the L/C Obligations (in an amount equal to the then Outstanding
		Amount thereof); and
	 

	 
		(d) exercise on behalf of itself and the
		Lenders all rights and remedies available to it and the Lenders under the Loan
		Documents;
	 

	 
		provided, however, that
		upon the occurrence of an actual or deemed entry of an order for relief with
		respect to the Borrowers under the Bankruptcy Code of the United States, the
		obligation of each Lender to make Loans and any obligation of the L/C Issuer to
		make L/C Credit Extensions shall automatically terminate, the unpaid principal
		amount of all outstanding Loans and all interest and other amounts as aforesaid
		shall automatically become due and payable, and the obligation of the Borrowers
		to Cash Collateralize the L/C Obligations as aforesaid shall automatically
		become effective, in each case without further act of the Administrative Agent
		or any Lender.
	 

	 
			
				
				  9.03
				

			 	
				
				  Application of
				  Funds.
				

			 

 

	 
		After the exercise of remedies provided for
		in Section 9.02 (or after the Loans have automatically become
		immediately due and payable and the L/C Obligations have automatically been
		required to be Cash Collateralized as set forth in the proviso to
		Section 9.02), any amounts received on account of the Obligations
		shall be applied by the Administrative Agent in the following order:
	 

	 
		First, to payment of that portion of the Obligations
		constituting fees, indemnities, expenses and other amounts (including
		reasonable fees, charges and disbursements of counsel to the Administrative
		Agent and amounts payable under Article
		III) payable to the Administrative
		Agent in its capacity as such;
	 

	 
		Second, to payment of that portion of the Obligations
		constituting fees, indemnities and other amounts (other than principal,
		interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer
		(including reasonable fees, charges and disbursements of counsel to the
		respective Lenders and the L/C Issuer and amounts payable under Article III),
		ratably among them in proportion to the respective amounts described in this
		clause Second payable to them;
	 

	 
		Third, to payment of that portion of the Obligations
		constituting accrued and unpaid Letter of Credit Fees and interest on the Loans
		and L/C Borrowings and fees, premiums and scheduled periodic payments, and any
		interest accrued thereon, due under any Credit Facility Swap Contract, ratably
		among the Lenders (and, in the case of such Credit Facility Swap Contracts,
		Affiliates of Lenders) and the L/C Issuer in proportion to the respective
		amounts described in this clause Third held by
		them;
	 

	 
		Fourth, to (a) payment of that portion of the Obligations
		constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of
		breakage, termination or other payments, and any interest accrued thereon, due
		under any Credit Facility Swap Contract, (c) payments of amounts due under
		any Treasury Management Agreement between any Loan Party and any Lender, or any
		Affiliate of a Lender and (d) Cash Collateralize that portion of L/C
		Obligations comprised of the aggregate undrawn amount of Letters of Credit,
		ratably among the Lenders (and, in the case of such Credit Facility Swap
		Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the
		respective amounts described in this clause Fourth held by
		them; and
	 


	 
		84
	 

	 

	 
 

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

	 
		Subject to Section 2.03(c),
		amounts used to Cash Collateralize the aggregate undrawn amount of Letters of
		Credit pursuant to clause Fourth above
		shall be applied to satisfy drawings under such Letters of Credit as they
		occur. If any amount remains on deposit as Cash Collateral after all Letters of
		Credit have either been fully drawn or expired, such remaining amount shall be
		applied to the other Obligations, if any, in the order set forth above.
	 

	 
		ARTICLE X
	 

	 
		ADMINISTRATIVE AGENT
	 

	 
			
				
				  10.01
				

			 	
				
				  Appointment and
				  Authority.
				

			 

 

	 
		Each of the Lenders and the L/C Issuer
		hereby irrevocably appoints Bank of America to act on its behalf as the
		Administrative Agent hereunder and under the other Loan Documents and
		authorizes the Administrative Agent to take such actions on its behalf and to
		exercise such powers as are delegated to the Administrative Agent by the terms
		hereof or thereof, together with such actions and powers as are reasonably
		incidental thereto. The provisions of this Article are solely for the benefit
		of the Administrative Agent, the Lenders and the L/C Issuer, and neither a
		Borrower nor any other Loan Party shall have rights as a third party
		beneficiary of any of such provisions.
	 

	 
		The Administrative Agent shall also act as
		the “collateral
		agent” under the Loan Documents,
		and each of the Lenders (in its capacities as a Lender, provider of a Credit
		Facility Swap Contract or Treasury Management Agreement and the L/C Issuer
		hereby irrevocably appoints and authorizes the Administrative Agent to act as
		the agent of such Lender and the L/C Issuer for purposes of acquiring, holding
		and enforcing any and all Liens on Collateral granted by any of the Loan
		Parties to secure any of the Obligations, together with such powers and
		discretion as are reasonably incidental thereto. In this connection, the
		Administrative Agent, as “collateral agent” and any co-agents,
		sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant
		to Section 10.05 for purposes of holding or enforcing any Lien on the
		Collateral (or any portion thereof) granted under the Collateral Documents, or
		for exercising any rights and remedies thereunder at the direction of the
		Administrative Agent), shall be entitled to the benefits of all provisions of
		this Article X and Article
		XI (including Section 11.04(c), as
		though such co-agents, sub-agents and attorneys-in-fact were the
		“collateral agent” under the Loan Documents) as if set forth in full
		herein with respect thereto.
	 

	 
			
				
				  10.02
				

			 	
				
				  Rights as a
				  Lender.
				

			 

 

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



	 
		85
	 

	 

	 
 

	 
			
				
				  10.03
				

			 	
				
				  Exculpatory
				  Provisions.
				

			 

 

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

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

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

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

	 
		The Administrative Agent shall not be liable
		for any action taken or not taken by it (i) with the consent or at the request
		of the Required Lenders (or such other number or percentage of the Lenders as
		shall be necessary, or as the Administrative Agent shall believe in good faith
		shall be necessary, under the circumstances as provided in Sections 11.01
		and 9.02) or (ii) in the absence of its own gross negligence or
		willful misconduct. The Administrative Agent shall be deemed not to have
		knowledge of any Default unless and until notice describing such Default is
		given to the Administrative Agent by the Borrowers, a Lender or the L/C
		Issuer.
	 

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

	 
			
				
				  10.04
				

			 	
				
				  Reliance by Administrative
				  Agent.
				

			 

 

	 
		The Administrative Agent shall be entitled
		to rely upon, and shall not incur any liability for relying upon, any notice,
		request, certificate, consent, statement, instrument, document or other writing
		(including any electronic message, Internet or intranet website posting or
		other distribution) believed by it to be genuine and to have been signed, sent
		or otherwise authenticated by the proper Person. The Administrative Agent also
		may rely upon any statement made to it orally or by telephone and believed by
		it to have been made by the proper Person, and shall not incur any liability
		for relying thereon. In determining compliance with any condition hereunder to
		the making of a Loan, or the issuance of a Letter 
	 


	 
		86
	 

	 

	 
 

	 
		of Credit, that by its terms must be
		fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative
		Agent may presume that such condition is satisfactory to such Lender or the L/C
		Issuer unless the Administrative Agent shall have received notice to the
		contrary from such Lender or the L/C Issuer prior to the making of such Loan or
		the issuance of such Letter of Credit. The Administrative Agent may consult
		with legal counsel (who may be counsel for the Loan Parties), independent
		accountants and other experts selected by it, and shall not be liable for any
		action taken or not taken by it in accordance with the advice of any such
		counsel, accountants or experts.
	 

	 
			
				
				  10.05
				

			 	
				
				  Delegation of
				  Duties.
				

			 

 

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

	 
			
				
				  10.06
				

			 	
				
				  Resignation of Administrative
				  Agent.
				

			 

 

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


	 
		87
	 

	 

	 
 

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

	 
			
				
				  10.07
				

			 	
				
				  Non-Reliance on Administrative
				  Agent and Other Lenders.
				

			 

 

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

	 
			
				
				  10.08
				

			 	
				
				  No Other Duties;
				  Etc.
				

			 

 

	 
		Anything herein to the contrary
		notwithstanding, none of the bookrunners, arrangers, syndication agents,
		documentation agents or co-agents shall have any powers, duties or
		responsibilities under this Agreement or any of the other Loan Documents,
		except in its capacity, as applicable, as the Administrative Agent, a Lender or
		the L/C Issuer hereunder.
	 

	 
			
				
				  10.09
				

			 	
				
				  Administrative Agent May File
				  Proofs of Claim.
				

			 

 

	 
		In case of the pendency of any receivership,
		insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
		composition or other judicial proceeding relative to any Loan Party, the
		Administrative Agent (irrespective of whether the principal of any Loan or L/C
		Obligation shall then be due and payable as herein expressed or by declaration
		or otherwise and irrespective of whether the Administrative Agent shall have
		made any demand on the Borrowers) shall be entitled and empowered, by
		intervention in such proceeding or otherwise:
	 

	 
		(a) to file and prove a claim for the whole
		amount of the principal and interest owing and unpaid in respect of the Loans,
		L/C Obligations and all other Obligations (other than obligations under Credit
		Facility Swap Contracts or Treasury Management Agreements to which the
		Administrative Agent is not a party) that are owing and unpaid and to file such
		other documents as may be necessary or advisable in order to have the claims of
		the Lenders, the L/C Issuer and the Administrative Agent (including any claim
		for the reasonable compensation, expenses, disbursements and advances of the
		Lenders, the L/C Issuer and the Administrative Agent and their respective
		agents and counsel and all other amounts due the Lenders, the L/C Issuer and
		the Administrative Agent under Sections
		2.03(i) and (j),
		2.08 and 11.04) allowed
		in such judicial proceeding; and
	 

	 
		(b) to collect and receive any monies or
		other property payable or deliverable on any such claims and to distribute the
		same;
	 


	 
		88
	 

	 

	 
 

	 
		and any custodian, receiver, assignee,
		trustee, liquidator, sequestrator or other similar official in any such
		judicial proceeding is hereby authorized by each Lender and the L/C Issuer to
		make such payments to the Administrative Agent and, in the event that the
		Administrative Agent shall consent to the making of such payments directly to
		the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount
		due for the reasonable compensation, expenses, disbursements and advances of
		the Administrative Agent and its agents and counsel, and any other amounts due
		the Administrative Agent under Sections
		2.08 and 11.04.
	 

	 
		Nothing contained herein shall be deemed to
		authorize the Administrative Agent to authorize or consent to or accept or
		adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
		arrangement, adjustment or composition affecting the Obligations or the rights
		of any Lender or to authorize the Administrative Agent to vote in respect of
		the claim of any Lender in any such proceeding.
	 

	 
			
				
				  10.10
				

			 	
				
				  Collateral and Guaranty
				  Matters.
				

			 

 

	 
		The Lenders and the L/C Issuer irrevocably
		authorize the Administrative Agent, at its option and in its discretion,
		
	 

	 
		(a) to release any Lien on any Collateral
		granted to or held by the Administrative Agent under any Loan Document
		(i) upon termination of the Aggregate Revolving Commitments and the
		Aggregate Term Commitments and payment in full of all Obligations (other than
		contingent indemnification obligations) and the expiration or termination of
		all Letters of Credit, (ii) that is transferred or to be transferred as
		part of or in connection with any Disposition permitted hereunder or under any
		other Loan Document or any Involuntary Disposition, or (iii) as approved
		in accordance with Section 11.01;
		and
	 

	 
		(b) to release any Guarantor from its
		obligations under the Guaranty if such Person ceases to be a Subsidiary as a
		result of a transaction permitted hereunder. 
	 

	 
		Upon request by the Administrative Agent at
		any time, the Required Lenders will confirm in writing the Administrative
		Agent’s authority to release or subordinate its interest in particular
		types or items of Property, or to release any Guarantor from its obligations
		under the Guaranty, pursuant to this Section 10.10.
	 

	 
		ARTICLE XI
	 

	 
		MISCELLANEOUS
	 

	 
			
				
				  11.01
				

			 	
				
				  Amendments, Etc.
				

			 

 

	 
		No amendment or waiver of any provision of
		this Agreement or any other Loan Document, and no consent to any departure by
		the Borrowers or any other Loan Party therefrom, shall be effective unless in
		writing signed by the Required Lenders and the Borrowers or the applicable Loan
		Party, as the case may be, and acknowledged by the Administrative Agent, and
		each such waiver or consent shall be effective only in the specific instance
		and for the specific purpose for which given; provided,
		further, that 
	 

	 
		(a) no such amendment, waiver or consent
		shall:
	 

	 
		(i) extend or increase the Commitment of a
		Lender (or reinstate any Commitment terminated pursuant to Section 9.02)
		without the written consent of such Lender whose Commitment is being extended
		or increased (it being understood and
	 



	 
		89
	 

	 

	 
 

	 
		agreed that a waiver of any condition
		precedent set forth in Section
		5.02 or of any Default or a mandatory
		reduction in Commitments is not considered an extension or increase in
		Commitments of any Lender);
	 

	 
		(ii) postpone any date fixed by this
		Agreement or any other Loan Document for any payment of principal (excluding
		mandatory prepayments but including Scheduled Term Loan A-1 and Term Loan A-2
		Principal Payments), interest, fees or other amounts due to the Lenders (or any
		of them) or any scheduled or mandatory reduction of the Commitments hereunder
		or under any other Loan Document without the written consent of each Lender
		entitled to receive such payment or whose Commitments are to be reduced;

	 

	 
		(iii) reduce the principal of, or the rate
		of interest specified herein on, any Loan or L/C Borrowing, or (subject to
		clause (i) of the final proviso to this Section 11.01)
		any fees or other amounts payable hereunder or under any other Loan Document
		without the written consent of each Lender entitled to receive such payment of
		principal, interest, fees or other amounts; provided,
		however, that only the consent of the Required Lenders shall be
		necessary to amend the definition of “Default Rate” or to waive any
		obligation of the Borrowers to pay interest or Letter of Credit Fees at the
		Default Rate;
	 

	 
		(iv) change Section 2.13 or
		Section 9.03 in a manner that would alter the pro rata sharing of
		payments required thereby without the written consent of each Lender directly
		affected thereby;
	 

	 
		(v) change any provision of this
		Section 11.01(a) or the definition of “Required Lenders”
		without the written consent of each Lender directly affected thereby; 
	 

	 
		(vi) except in connection with a Disposition
		permitted under Section
		8.05, release all or substantially all
		of the Collateral without the written consent of each Lender whose Obligations
		are secured by such Collateral; or
	 

	 
		(vii) release a Borrower or, except in
		connection with a merger or consolidation permitted under Section
		8.04 or a Disposition permitted under
		Section 8.05, all or substantially all of the value of the Guaranty
		without the written consent of each Lender whose Obligations are guarantied
		thereby; or
	 

	 
		(b) prior to the termination of the
		Aggregate Revolving Commitments, unless also signed by Revolving Lenders (other
		than Defaulting Lenders) holding in the aggregate at least a majority of the
		Revolving Commitments, no such amendment, waiver or consent shall, (i) waive
		any Default for purposes of Section
		5.02(b) or (ii) amend, change, waive,
		discharge or terminate Sections 5.02 or
		9.01 in a manner adverse to such Lenders or this
		Section 11.01(b); or
	 

	 
		(c) unless also signed by Term Loan A-1
		Lenders (other than Defaulting Lenders) holding in the aggregate at least a
		majority of the outstanding Term A-1 Loans (and participations therein), no
		such amendment, waiver or consent shall amend, change, waive, discharge or
		terminate (i) Section
		2.04(b)(iv)(A) or (ii) Section 2.04(b)(iv)(B) or Section 2.04(b)(v) in a
		manner as to alter the manner of application of proceeds of any mandatory
		prepayment required thereunder or under Section
		2.04(b)(ii) or (iii) or (ii)
		amend, change, waive, discharge or terminate this Section 11.01(c)
		(other than to provide other Term Loan A-1 Lenders with proportional rights
		under this Section
		11.01(c)); or
	 


	 
		90
	 

	 

	 
 

	 
		(d) unless also signed by the L/C Issuer, no
		amendment, waiver or consent shall affect the rights or duties of the L/C
		Issuer under this Agreement or any Issuer Document relating to any Letter of
		Credit issued or to be issued by it; or
	 

	 
		(e) unless also signed by the Administrative
		Agent, no amendment, waiver or consent shall affect the rights or duties of the
		Administrative Agent under this Agreement or any other Loan Document; 
	 

	 
		provided, however, that
		notwithstanding anything to the contrary herein, (i) the Fee Letter may be
		amended, or rights or privileges thereunder waived, in a writing executed only
		by the parties thereto, (ii) no Defaulting Lender shall have any right to
		approve or disapprove any amendment, waiver or consent hereunder, except that
		the Commitment of such Lender may not be increased or extended without the
		consent of such Lender, (iii) each Lender is entitled to vote as such
		Lender sees fit on any bankruptcy reorganization plan that affects the Loans,
		and each Lender acknowledges that the provisions of Section 1126(c) of the
		Bankruptcy Code of the United States supersedes the unanimous consent
		provisions set forth herein and (iv) the Required Lenders shall determine
		whether or not to allow a Loan Party to use cash collateral in the context of a
		bankruptcy or insolvency proceeding and such determination shall be binding on
		all of the Lenders.
	 

	 
			
				
				  11.02
				

			 	
				
				  Notices and Other Communications;
				  Facsimile Copies.
				

			 

 

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

	 
		(i) if to any Borrower or any other Loan
		Party, the Administrative Agent or the L/C Issuer, to the address, telecopier
		number, electronic mail address or telephone number specified for such Person
		on Schedule 11.02; and 
	 

	 
		(ii) if to any other Lender, to the address,
		telecopier number, electronic mail address or telephone number specified in its
		Administrative Questionnaire.
	 

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

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


	 
		91
	 

	 

	 
 

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

	 
		(c) Information. In
		no event shall the Administrative Agent or any of its Related Parties
		(collectively, the “Agent
		Parties”) have any liability to
		any Borrower, any Lender, the L/C Issuer or any other Person for losses,
		claims, damages, liabilities or expenses of any kind (whether in tort, contract
		or otherwise) arising out of the Borrowers’ or the Administrative
		Agent’s transmission of Borrower materials through the Internet, except to
		the extent that such losses, claims, damages, liabilities or expenses are
		determined by a court of competent jurisdiction by a final and nonappealable
		judgment to have resulted from the gross negligence or willful misconduct of
		such Agent Party; provided,
		however, that in no event shall any Agent Party have any
		liability to the Borrowers, any Lender, the L/C Issuer or any other Person for
		indirect, special, incidental, consequential or punitive damages (as opposed to
		direct or actual damages).
	 

	 
		(d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent and
		the L/C Issuer may change its address, telecopier or telephone number for
		notices and other communications hereunder by notice to the other parties
		hereto. Each other Lender may change its address, telecopier or telephone
		number for notices and other communications hereunder by notice to the
		Borrowers, the Administrative Agent and the L/C Issuer. In addition, each
		Lender agrees to notify the Administrative Agent from time to time to ensure
		that the Administrative Agent has on record (i) an effective address, contact
		name, telephone number, telecopier number and electronic mail address to which
		notices and other communications may be sent and (ii) accurate wire
		instructions for such Lender.
	 

	 
		(e) Reliance by Administrative Agent, L/C Issuer and
		Lenders. The Administrative Agent, the
		L/C Issuer and the Lenders shall be entitled to rely and act upon any notices
		(including telephonic Loan Notices) purportedly given by or on behalf of any
		Loan Party even if (i) such notices were not made in a manner specified herein,
		were incomplete or were not preceded or followed by any other form of notice
		specified herein, or (ii) the terms thereof, as understood by the recipient,
		varied from any confirmation thereof. The Loan Parties shall indemnify the
		Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
		each of them from all losses, costs, expenses and liabilities resulting from
		the reliance by such Person on each notice purportedly given by or on behalf of
		a Loan Party. All telephonic notices to and other telephonic communications
		with the Administrative Agent may be recorded by the Administrative Agent, and
		each of the parties hereto hereby consents to such recording.
	 

	 
			
				
				  11.03
				

			 	
				
				  No Waiver; Cumulative
				  Remedies.
				

			 

 

	 
		No failure by any Lender, the L/C Issuer or
		the Administrative Agent to exercise, and no delay by any such Person in
		exercising, any right, remedy, power or privilege hereunder shall operate as a
		waiver thereof; nor shall any single or partial exercise of any right, remedy,
		power or privilege hereunder preclude any other or further exercise thereof or
		the exercise of any other right, remedy, power or privilege. The rights,
		remedies, powers and privileges herein provided are cumulative and not
		exclusive of any rights, remedies, powers and privileges provided by
		law.
	 


	 
		92
	 

	 

	 
 

	 
			
				
				  11.04
				

			 	
				
				  Expenses; Indemnity; and Damage
				  Waiver.
				

			 

 

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

	 
		(b) Indemnification by the Borrowers. The Loan Parties shall indemnify the Administrative
		Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each
		Related Party of any of the foregoing Persons (each such Person being called an
		“Indemnitee”) against, and hold each Indemnitee harmless from,
		any and all losses, claims, damages, liabilities and related expenses
		(including the reasonable documented fees, charges and disbursements of any
		counsel for any Indemnitee), and shall indemnify and hold harmless each
		Indemnitee from all reasonable documented fees and time charges and
		disbursements for attorneys who may be employees of any Indemnitee, incurred by
		any Indemnitee or asserted against any Indemnitee by any third party or by any
		Borrower or any other Loan Party arising out of, in connection with, or as a
		result of (i) the execution or delivery of this Agreement, any other Loan
		Document or any agreement or instrument contemplated hereby or thereby, the
		performance by the parties hereto of their respective obligations hereunder or
		thereunder or the consummation of the transactions contemplated hereby or
		thereby, or, in the case of the Administrative Agent (and any sub-agent
		thereof) and its Related Parties only, the administration of this Agreement and
		the other Loan Documents, (ii) any Loan or Letter of Credit or the use or
		proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
		to honor a demand for payment under a Letter of Credit if the documents
		presented in connection with such demand do not strictly comply with the terms
		of such Letter of Credit), (iii) any actual or alleged presence or release
		of Hazardous Materials on or from any property owned or operated by a Loan
		Party or any of its Subsidiaries, or any Environmental Liability related in any
		way to a Loan Party or any of its Subsidiaries, or (iv) any actual or
		prospective claim, litigation, investigation or proceeding relating to any of
		the foregoing, whether based on contract, tort or any other theory, whether
		brought by a third party or by any Borrower or any other Loan Party, and
		regardless of whether any Indemnitee is a party thereto; provided that
		such indemnity shall not, as to any Indemnitee, be available to the extent that
		such losses, claims, damages, liabilities or related expenses (x) are
		determined by a court of competent jurisdiction by final and nonappealable
		judgment to have resulted from the gross negligence or willful misconduct of
		such Indemnitee or (y) result from a claim brought by any Borrower or any
		other Loan Party against an Indemnitee for breach in bad faith of such
		Indemnitee’s obligations hereunder or under any other Loan Document, if
		the Borrowers or such Loan Party has obtained a final and nonappealable
		judgment in its favor on such claim as determined by a court of competent
		jurisdiction.
	 


	 
		93
	 

	 

	 
 

	 
		(c) Reimbursement by Lenders. To the extent that the Loan Parties for any reason
		fail to indefeasibly pay any amount required under subsection (a)
		or (b) of this Section to be paid by them to the Administrative Agent (or
		any sub-agent thereof), the L/C Issuer or any Related Party of any of the
		foregoing, each Lender severally agrees to pay to the Administrative Agent (or
		any such sub-agent), the L/C Issuer or such Related Party, as the case may be,
		such Lender’s Applicable Percentage (determined as of the time that the
		applicable unreimbursed expense or indemnity payment is sought) of such unpaid
		amount, provided that the unreimbursed expense or indemnified loss,
		claim, damage, liability or related expense, as the case may be, was incurred
		by or asserted against the Administrative Agent (or any such sub-agent) or the
		L/C Issuer in its capacity as such, or against any Related Party of any of the
		foregoing acting for the Administrative Agent (or any such sub-agent) or L/C
		Issuer in connection with such capacity. The obligations of the Lenders under
		this subsection (c) are subject to the provisions of Section 2.12(d).
	 

	 
		(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no
		Loan Party shall assert, and each Loan Party hereby waives, any claim against
		any Indemnitee, on any theory of liability, for special, indirect,
		consequential or punitive damages (as opposed to direct or actual damages)
		arising out of, in connection with, or as a result of, this Agreement, any
		other Loan Document or any agreement or instrument contemplated hereby, the
		transactions contemplated hereby or thereby, any Loan or Letter of Credit or
		the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
		above shall be liable for any damages arising from the use by unintended
		recipients of any information or other materials distributed by it through
		telecommunications, electronic or other information transmission systems in
		connection with this Agreement or the other Loan Documents or the transactions
		contemplated hereby or thereby.
	 

	 
		(e) Payments. All
		amounts due under this Section shall be payable not later than ten Business
		Days after demand therefor.
	 

	 
		(f) Survival. The
		agreements in this Section shall survive the resignation of the Administrative
		Agent and the L/C Issuer, the replacement of any Lender, the termination of the
		Commitments and the repayment, satisfaction or discharge of all the other
		Obligations.
	 

	 
			
				
				  11.05
				

			 	
				
				  Payments Set
				  Aside.
				

			 

 

	 
		To the extent that any payment by or on
		behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or
		any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises
		its right of setoff, and such payment or the proceeds of such setoff or any
		part thereof is subsequently invalidated, declared to be fraudulent or
		preferential, set aside or required (including pursuant to any settlement
		entered into by the Administrative Agent, the L/C Issuer or such Lender in its
		discretion) to be repaid to a trustee, receiver or any other party, in
		connection with any proceeding under any Debtor Relief Law or otherwise, then
		(a) to the extent of such recovery, the obligation or part thereof originally
		intended to be satisfied shall be revived and continued in full force and
		effect as if such payment had not been made or such setoff had not occurred,
		and (b) each Lender and the L/C Issuer severally agrees to pay to the
		Administrative Agent upon demand its applicable share (without duplication) of
		any amount so recovered from or repaid by the Administrative Agent, plus
		interest thereon from the date of such demand to the date such payment is made
		at a rate per annum equal to the Federal Funds Rate from time to time in
		effect. The obligations of the Lenders and the L/C Issuer under clause (b) of
		the preceding sentence shall survive the payment in full of the Obligations and
		the termination of this Agreement.
	 

	 
			
				
				  11.06
				

			 	
				
				  Successors and
				  Assigns.
				

			 

 




	 
		94
	 

	 

	 
 

	 
		(a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan
		Documents shall be binding upon and inure to the benefit of the parties hereto
		and thereto and their respective successors and assigns permitted hereby,
		except that the Borrowers may not assign or otherwise transfer any of its
		rights or obligations hereunder or thereunder without the prior written consent
		of the Administrative Agent and each Lender and no Lender may assign or
		otherwise transfer any of its rights or obligations hereunder except (i) to an
		assignee in accordance with the provisions of subsection (b) of this Section,
		(ii) by way of participation in accordance with the provisions of subsection
		(d) of this Section or (iii) by way of pledge or assignment of a security
		interest subject to the restrictions of subsection (f) of this Section (and any
		other attempted assignment or transfer by any party hereto shall be null and
		void). Nothing in this Agreement, expressed or implied, shall be construed to
		confer upon any Person (other than the parties hereto, their respective
		successors and assigns permitted hereby, Participants to the extent provided in
		subsection (d) of this Section and, to the extent expressly contemplated
		hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer
		and the Lenders) any legal or equitable right, remedy or claim under or by
		reason of this Agreement.
	 

	 
		(b) Assignments by Lenders. Any Lender may at any time assign to one or more
		assignees all or a portion of its rights and obligations under this Agreement
		and the other Loan Documents (including all or a portion of its Commitment and
		the Loans (including for purposes of this subsection (b), participations in L/C
		Obligations) at the time owing to it); provided that
		any such assignment shall be subject to the following conditions:
	 

	 
		(i) Minimum Amounts.
		
	 

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

	 
		(B) in any case not described in subsection
		(b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
		this purpose includes Loans outstanding thereunder) or, if the Commitment is
		not then in effect, the principal outstanding balance of the Loans of the
		assigning Lender subject to each such assignment, determined as of the date the
		Assignment and Assumption with respect to such assignment is delivered to the
		Administrative Agent or, if “Trade Date” is specified in the
		Assignment and Assumption, as of the Trade Date, shall not be less than
		$5,000,000 in the case of an assignment of a Revolving Commitment (and the
		related Revolving Loans thereunder) and $1,000,000 in the case of an assignment
		of a Term Loan A-1 Commitment, Term A-1 Loans, Loan A-2 Commitment, Term A-2
		Loans or Term B Loans unless each of the Administrative Agent and, so long as
		no Event of Default has occurred and is continuing, the Borrowers otherwise
		consent (each such consent not to be unreasonably withheld or delayed);
		provided, however, that
		concurrent assignments to members of an Assignee Group and concurrent
		assignments from members of an Assignee Group to a single assignee (or to an
		assignee and members of its Assignee Group) will be treated as a single
		assignment for purposes of determining whether such minimum amount has been
		met. 
	 

	 
		(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment
		of a proportionate part of all the assigning Lender’s Loans and
		Commitments, and rights and obligations with respect thereto, assigned, except
		that this clause (ii) shall not prohibit any Lender from assigning all or a
		portion of its rights and obligations in respect of its Revolving Commitment
		(and the related Revolving Loans thereunder) and its outstanding Term Loans (or
		any tranche thereof) on a non-pro rata basis;
	 


	 
		95
	 

	 

	 
 

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

	 
		(A) the consent of the Borrowers (such
		consent not to be unreasonably withheld or delayed) shall be required unless
		(1) an Event of Default under Section 9.01(a), (f) or (g) has occurred and is
		continuing at the time of such assignment or any other Event of Default has
		occurred and is in existence for at least 10 Business Days and is continuing at
		the time of such assignment or (2) such assignment is to a Lender, an Affiliate
		of a Lender or an Approved Fund Lender;
	 

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

	 
		(C) the consent of the L/C Issuer (such
		consent not to be unreasonably withheld or delayed) shall be required for any
		assignment that increases the obligation of the assignee to participate in
		exposure under one or more Letters of Credit (whether or not then outstanding).
		
	 

	 
		(iv) Assignment and Assumption. The parties to each assignment shall execute and
		deliver to the Administrative Agent an Assignment and Assumption, together with
		a processing and recordation fee in the amount, if any, required as set forth
		in Exhibit 11.06; provided,
		however, that the Administrative Agent may, in its sole
		discretion, elect to waive such processing and recordation fee in the case of
		any assignment. The assignee, if it shall not be a Lender, shall deliver to the
		Administrative Agent an Administrative Questionnaire.
	 

	 
		(v) No Assignment to a Borrower. No such assignment shall be made to a Borrower or any
		of a Borrower’s Affiliates or Subsidiaries.
	 

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

	 
		Subject to acceptance and recording thereof
		by the Administrative Agent pursuant to subsection (c) of this Section, from
		and after the effective date specified in each Assignment and Assumption, the
		assignee thereunder shall be a party to this Agreement and, to the extent of
		the interest assigned by such Assignment and Assumption, have the rights and
		obligations of a Lender under this Agreement, and the assigning Lender
		thereunder shall, to the extent of the interest assigned by such Assignment and
		Assumption, be released from its obligations under this Agreement (and, in the
		case of an Assignment and Assumption covering all of the assigning
		Lender’s rights and obligations under this Agreement, such Lender shall
		cease to be a party hereto but shall continue to be entitled to the benefits of
		Sections 3.01, 3.04,
		3.05 and 11.04 with
		respect to facts and circumstances occurring prior to the effective date of
		such assignment). Upon request, the Borrowers (at their expense) shall execute
		and deliver a Note or Notes to the assignee Lender. Any assignment or transfer
		by a Lender of rights or obligations under this Agreement that does not comply
		with this subsection shall be treated for purposes of this Agreement as a sale
		by such Lender of a participation in such rights and obligations in accordance
		with subsection (d) of this Section.
	 


	 
		96
	 

	 

	 
 

	 
		(c) Register. The
		Administrative Agent, acting solely for this purpose as an agent of the
		Borrowers, shall maintain at the Administrative Agent’s Office a copy of
		each Assignment and Assumption delivered to it and a register for the
		recordation of the names and addresses of the Lenders, and the Commitments of,
		and principal amounts of the Loans and L/C Obligations owing to, each Lender
		pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
		conclusive, and the Borrowers, the Administrative Agent and the Lenders may
		treat each Person whose name is recorded in the Register pursuant to the terms
		hereof as a Lender hereunder for all purposes of this Agreement,
		notwithstanding notice to the contrary. The Register shall be available for
		inspection by the Borrowers and any Lender at any reasonable time and from time
		to time upon reasonable prior notice. 
	 

	 
		(d) Participations.
		Any Lender may at any time, without the consent of, or notice to, the Borrowers
		or the Administrative Agent, sell participations to any Person (other than a
		natural person or the Borrowers or any of a Borrower’s Affiliates or
		Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights
		and/or obligations under this Agreement (including all or a portion of its
		Commitment and/or the Loans (including such Lender’s participations in L/C
		Obligations) owing to it); provided that
		(i) such Lender’s obligations under this Agreement shall remain
		unchanged, (ii) such Lender shall remain solely responsible to the other
		parties hereto for the performance of such obligations and (iii) the
		Borrowers, the Administrative Agent, the other Lenders and the L/C Issuer shall
		continue to deal solely and directly with such Lender in connection with such
		Lender’s rights and obligations under this Agreement. Any agreement or
		instrument pursuant to which a Lender sells such a participation shall provide
		that such Lender shall retain the sole right to enforce this Agreement and to
		approve any amendment, modification or waiver of any provision of this
		Agreement; provided that such agreement or instrument may provide that such
		Lender will not, without the consent of the Participant, agree to any
		amendment, waiver or other modification described in clauses (i) through (vii)
		of the Section 11.01(a) that affects such Participant. Subject to subsection
		(e) of this Section, the Borrowers agree that each Participant shall be
		entitled to the benefits of Sections
		3.01, 3.04 and
		3.05 to the same
		extent as if it were a Lender and had acquired its interest by assignment
		pursuant to subsection (b) of this Section. To the extent permitted by law,
		each Participant also shall be entitled to the benefits of Section 11.08
		as though it were a Lender,
		provided such Participant agrees to be subject to
		Section 2.13 as though it were a Lender.
	 

	 
		(e) Limitation on Participant Rights. A Participant shall not be entitled to receive any
		greater payment under Section
		3.01 or 3.04
		than the applicable Lender would have
		been entitled to receive with respect to the participation sold to such
		Participant, unless the sale of the participation to such Participant is made
		with the Borrowers’ prior written consent. A Participant that would be a
		Foreign Lender if it were a Lender shall not be entitled to the benefits of
		Section 3.01 unless the
		Borrowers are notified of the participation sold to such Participant and such
		Participant agrees, for the benefit of the Borrowers, to comply with
		Section 3.01(e) as though it were a Lender.
	 

	 
		(f) Certain Pledges.
		Any Lender may at any time pledge or assign a security interest in all or any
		portion of its rights under this Agreement (including under its Note, if any)
		to secure obligations of such Lender, including any pledge or assignment to
		secure obligations to a Federal Reserve Bank; provided that no
		such pledge or assignment shall release such Lender from any of its obligations
		hereunder or substitute any such pledgee or assignee for such Lender as a party
		hereto.
	 

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


	 
		97
	 

	 

	 
 

	 
		(h) Resignation as L/C Issuer after
		Assignment. Notwithstanding anything to
		the contrary contained herein, if at any time Bank of America assigns all of
		its Commitments and Loans pursuant to subsection (b) above, Bank of America
		may, upon thirty days’ notice to the Borrowers and the Lenders, resign as
		L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrowers
		shall be entitled to appoint from among the Lenders a successor L/C Issuer
		hereunder; provided, however, that no
		failure by the Borrowers to appoint any such successor shall affect the
		resignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C
		Issuer, it shall retain all the rights, powers, privileges and duties of the
		L/C Issuer hereunder with respect to all Letters of Credit outstanding as of
		the effective date of its resignation as L/C Issuer and all L/C Obligations
		with respect thereto (including the right to require the Lenders to make Base
		Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
		Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (1)
		such successor shall succeed to and become vested with all of the rights,
		powers, privileges and duties of the retiring L/C Issuer and (2) the successor
		L/C Issuer shall issue letters of credit in substitution for the Letters of
		Credit, if any, outstanding at the time of such succession or make other
		arrangements satisfactory to Bank of America to effectively assume the
		obligations of Bank of America with respect to such Letters of Credit.
	 

	 
			
				
				  11.07
				

			 	
				
				  Treatment of Certain Information;
				  Confidentiality.
				

			 

 

	 
		Each of the Administrative Agent, the
		Lenders and the L/C Issuer agrees to maintain the confidentiality of the
		Information (as defined below), except that Information may be disclosed (a) to
		its Affiliates and to its and its Affiliates’ respective partners,
		directors, officers, employees, agents, advisors and representatives and to any
		direct or indirect contractual counterparty (or such contractual
		counterparty’s professional advisor) under any Credit Facility Swap
		Contract, in each case whom it reasonably determines needs to know such
		information in connection with this Agreement and the transactions contemplated
		hereby (it being understood that the Persons to whom such disclosure is made
		will be informed of the confidential nature of such Information and instructed
		to keep such Information confidential), (b) to the extent requested by any
		regulatory authority purporting to have jurisdiction over it (including any
		self-regulatory authority, such as the National Association of Insurance
		Commissioners), (c) to the extent required by applicable laws or regulations or
		by any subpoena or similar legal process, (d) to any other party hereto, (e) in
		connection with the exercise of any remedies hereunder or under any other Loan
		Document or any action or proceeding relating to this Agreement or any other
		Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
		to an agreement containing provisions substantially the same as those of this
		Section, to (i) any assignee of or Participant in, or any prospective assignee
		of or Participant in, any of its rights or obligations under this Agreement or
		(ii) any actual or prospective counterparty (or its advisors) to any swap or
		derivative transaction relating to a Loan Party and its obligations, (g) with
		the consent of the Borrowers or (h) to the extent such Information (x) becomes
		publicly available other than as a result of a breach of this Section or (y)
		becomes available to the Administrative Agent, any Lender, the L/C Issuer or
		any of their respective Affiliates on a nonconfidential basis from a source
		other than the Borrowers. 
	 

	 
		For purposes of this Section,
		“Information” means all information received from a Loan Party
		or any Subsidiary relating to the Loan Parties or any Subsidiary or any of
		their respective businesses, including investments, other than any such
		information that is available to the Administrative Agent, any Lender or the
		L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or
		any Subsidiary, provided that, in the case of information received from a Loan
		Party or any Subsidiary after the date hereof, such information is clearly
		identified at the time of delivery as confidential. Any Person required to
		maintain the confidentiality of Information as provided in this Section shall
		be considered to have complied with its obligation to do so if such Person has
		exercised the same degree of care to maintain the confidentiality of such
		Information as such Person would accord to its own confidential
		information.
	 


	 
		98
	 

	 

	 
 

	 
		Each of the Administrative Agent, the
		Lenders and the L/C Issuer acknowledges that (a) the Information may include
		material non-public information concerning a Loan Party or a Subsidiary, as the
		case may be, (b) it has developed compliance procedures regarding the use of
		material non-public information and (c) it will handle such material non-public
		information in accordance with applicable Law, including Federal and state
		securities Laws.
	 

	 
			
				
				  11.08
				

			 	
				
				  Set-off.
				

			 

 

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

	 
			
				
				  11.09
				

			 	
				
				  Interest Rate
				  Limitation.
				

			 

 

	 
		Notwithstanding anything to the contrary
		contained in any Loan Document, the interest paid or agreed to be paid under
		the Loan Documents shall not exceed the maximum rate of non-usurious interest
		permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall
		receive interest in an amount that exceeds the Maximum Rate, the excess
		interest shall be applied to the principal of the Loans or, if it exceeds such
		unpaid principal, refunded to the Borrowers. In determining whether the
		interest contracted for, charged, or received by the Administrative Agent or a
		Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
		applicable Law, (a) characterize any payment that is not principal as an
		expense, fee, or premium rather than interest, (b) exclude voluntary
		prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
		spread in equal or unequal parts the total amount of interest throughout the
		contemplated term of the Obligations hereunder.
	 

	 
			
				
				  11.10
				

			 	
				
				  Counterparts; Integration;
				  Effectiveness.
				

			 

 

	 
		This Agreement may be executed in
		counterparts (and by different parties hereto in different counterparts), each
		of which shall constitute an original, but all of which when taken together
		shall constitute a single contract. This Agreement and the other Loan Documents
		constitute the entire contract among the parties relating to the subject matter
		hereof and supersede any and all previous agreements and understandings, oral
		or written, relating to the subject matter hereof. Except as provided in
		Section 5.01, this Agreement shall become effective when it shall
		have been executed by the Administrative Agent and when the Administrative
		Agent shall have received counterparts hereof that, when taken together, bear
		the signatures of each of the other parties hereto. Delivery of an executed
		counterpart of a signature page of 
	 


	 
		99
	 

	 

	 
 

	 
		this Agreement by telecopy shall be
		effective as delivery of a manually executed counterpart of this
		Agreement.
	 

	 
			
				
				  11.11
				

			 	
				
				  Survival of Representations and
				  Warranties.
				

			 

 

	 
		All representations and warranties made
		hereunder and in any other Loan Document or other document delivered pursuant
		hereto or thereto or in connection herewith or therewith shall survive the
		execution and delivery hereof and thereof. Such representations and warranties
		have been or will be relied upon by the Administrative Agent and each Lender,
		regardless of any investigation made by the Administrative Agent or any Lender
		or on their behalf and notwithstanding that the Administrative Agent or any
		Lender may have had notice or knowledge of any Default at the time of any
		Credit Extension, and shall continue in full force and effect as long as any
		Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or
		any Letter of Credit shall remain outstanding.
	 

	 
			
				
				  11.12
				

			 	
				
				  Severability.
				

			 

 

	 
		If any provision of this Agreement or the
		other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
		legality, validity and enforceability of the remaining provisions of this
		Agreement and the other Loan Documents shall not be affected or impaired
		thereby and (b) the parties shall endeavor in good faith negotiations to
		replace the illegal, invalid or unenforceable provisions with valid provisions
		the economic effect of which comes as close as possible to that of the illegal,
		invalid or unenforceable provisions. The invalidity of a provision in a
		particular jurisdiction shall not invalidate or render unenforceable such
		provision in any other jurisdiction.
	 

	 
			
				
				  11.13
				

			 	
				
				  Replacement of
				  Lenders.
				

			 

 

	 
		If any Lender requests compensation under
		Section 3.04, or if the Borrowers are required to pay any additional
		amount to any Lender or any Governmental Authority for the account of any
		Lender pursuant to Section
		3.01, or if any Lender is a Defaulting
		Lender or if any other circumstance exists hereunder that gives the Borrowers
		the right to replace a Lender as a party hereto, then the Borrowers may, at
		their sole expense and effort, upon notice to such Lender and the
		Administrative Agent, require such Lender to assign and delegate, without
		recourse (in accordance with and subject to the restrictions contained in, and
		consents required by, Section
		11.06), all of its interests, rights
		and obligations under this Agreement and the related Loan Documents to an
		assignee that shall assume such obligations (which assignee may be another
		Lender, if a Lender accepts such assignment), provided
		that:
	 

	 
		(a) the Borrowers shall have paid to the
		Administrative Agent the assignment fee specified in Section 11.06(b);
	 

	 
		(b) such Lender shall have received payment
		of an amount equal to the outstanding principal of its Loans and L/C Advances,
		accrued interest thereon, accrued fees and all other amounts payable to it
		hereunder and under the other Loan Documents (including any amounts under
		Section 3.05) from the assignee (to the extent of such outstanding
		principal and accrued interest and fees) or the Borrowers (in the case of all
		other amounts);
	 

	 
		(c) in the case of any such assignment
		resulting from a claim for compensation under Section 3.04 or
		payments required to be made pursuant to Section 3.01,
		such assignment will result in a reduction in such compensation or payments
		thereafter; and
	 

	 
		(d) such assignment does not conflict with
		applicable Laws.
	 


	 
		100
	 

	 

	 
 
	 
		A Lender shall not be required to make any
		such assignment or delegation if, prior thereto, as a result of a waiver by
		such Lender or otherwise, the circumstances entitling the Borrowers to require
		such assignment and delegation cease to apply. 
	 

	 
			
				
				  11.14
				

			 	
				
				  Governing Law; Jurisdiction;
				  Etc.
				

			 

 

	 
		(a) GOVERNING LAW.
		THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
		OF THE STATE OF NEW YORK.
	 

	 
		(b) SUBMISSION TO JURISDICTION. THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY
		AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
		JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
		AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
		AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
		OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
		RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
		IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
		ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
		OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
		EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
		PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
		SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
		AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
		ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
		ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
		AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF
		ANY JURISDICTION.
	 

	 
		(c) WAIVER OF VENUE.
		THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
		TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY
		NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
		ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
		COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
		HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
		LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
		PROCEEDING IN ANY SUCH COURT.
	 

	 
		(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
		PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
		PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
		LAW.
	 

	 
			
				
				  11.15
				

			 	
				
				  Waiver of Right to Trial by
				  Jury.
				

			 

 

	 
		EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
		TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
		TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
		RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
		
	 


	 
		101
	 

	 

	 
 

	 
		CONTEMPLATED HEREBY OR THEREBY (WHETHER
		BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
		(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
		PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
		NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
		(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
		ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
		THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
	 

	 	
			 
				11.16
			 

		  	
			 
				USA PATRIOT Act
				Notice.
			 

		  


	  

	 
		Each Lender that is subject to the Act (as
		hereinafter defined) and the Administrative Agent (for itself and not on behalf
		of any Lender) hereby notifies the Borrowers that pursuant to the requirements
		of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
		26, 2001)) (the “Act”), it is required to obtain, verify and record
		information that identifies the Borrowers, which information includes the name
		and address of the Borrowers and other information that will allow such Lender
		or the Administrative Agent, as applicable, to identify the Borrowers in
		accordance with the Act.
	 

	 	
			 
				11.17
			 

		  	
			 
				Judgment Currency.
			 

		  


	  

	 
		If, for the purposes of obtaining judgment
		in any court, it is necessary to convert a sum due hereunder or any other Loan
		Document in one currency into another currency, the rate of exchange used shall
		be that at which in accordance with normal banking procedures the
		Administrative Agent could purchase the first currency with such other currency
		on the Business Day preceding that on which final judgment is given. The
		obligation of a Borrower in respect of any such sum due from it to the
		Administrative Agent or the Lenders hereunder or under the other Loan Documents
		shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated
		in accordance with the applicable provisions of this Agreement (the
		“Agreement Currency”), be discharged only to the extent that on the
		Business Day following receipt by the Administrative Agent of any sum adjudged
		to be so due in the Judgment Currency, the Administrative Agent may in
		accordance with normal banking procedures purchase the Agreement Currency with
		the Judgment Currency. If the amount of the Agreement Currency so purchased is
		less than the sum originally due to the Administrative Agent from the
		applicable Borrower in the Agreement Currency, such Borrower agrees, as a
		separate obligation and notwithstanding any such judgment, to indemnify the
		Administrative Agent or the Person to whom such obligation was owing against
		such loss. If the amount of the Agreement Currency so purchased is greater than
		the sum originally due to the Administrative Agent in such currency, the
		Administrative Agent agrees to return the amount of any excess to the
		applicable Borrower (or to any other Person who may be entitled thereto under
		applicable law).
	 

	 
			
				
				  11.18
				

			 	
				
				  No Advisory or Fiduciary
				  Responsibility.
				

			 

 

	 
		In connection with all aspects of each
		transaction contemplated hereby, the Loan Parties each acknowledge and agree
		that: (i) the credit facilities provided for hereunder and any related
		arranging or other services in connection therewith (including in connection
		with any amendment, waiver or other modification hereof or of any other Loan
		Document) are an arm’s-length commercial transaction between the Loan
		Parties and their respective Affiliates, on the one hand, and the
		Administrative Agent and BAS, on the other hand, and each of the Loan Parties
		is capable of evaluating and understanding and understands and accepts the
		terms, risks and conditions of the transactions contemplated hereby and by the
		other Loan Documents (including any amendment, waiver or other modification
		hereof or thereof); (ii) in connection with the process leading to such
		transaction, the Administrative Agent and BAS each is and has been acting
		solely as a principal and is not the financial advisor, agent or fiduciary, for
		the Loan 
	 


	 
		102
	 

	 

	 
 

	 
		Parties or any of their respective
		Affiliates, stockholders, creditors or employees or any other Person; (iii)
		neither the Administrative Agent nor BAS has assumed or will assume an
		advisory, agency or fiduciary responsibility in favor of any Loan Party with
		respect to any of the transactions contemplated hereby or the process leading
		thereto, including with respect to any amendment, waiver or other modification
		hereof or of any other Loan Document (irrespective of whether the
		Administrative Agent or BAS
		has advised or is currently advising
		any of the Loan Parties or any of their respective Affiliates on other matters)
		and neither the Administrative Agent nor BAS has any obligation to any of the
		Loan Parties or any of their respective Affiliates with respect to the
		transactions contemplated hereby except those obligations expressly set forth
		herein and in the other Loan Documents; (iv) the Administrative Agent and BAS
		and their respective Affiliates may be engaged in a broad range of transactions
		that involve interests that differ from those of the Loan Parties and their
		respective Affiliates, and neither the Administrative Agent nor BAS has any
		obligation to disclose any of such interests by virtue of any advisory, agency
		or fiduciary relationship; and (v) the Administrative Agent and BAS have not
		provided and will not provide any legal, accounting, regulatory or tax advice
		with respect to any of the transactions contemplated hereby (including any
		amendment, waiver or other modification hereof or of any other Loan Document)
		and each Loan Party has consulted its own legal, accounting, regulatory and tax
		advisors to the extent it has deemed appropriate. Each Loan Party hereby waives
		and releases, to the fullest extent permitted by law, any claims that it may
		have against the Administrative Agent and BAS with respect to any breach or
		alleged breach of agency or fiduciary duty.
	 

	 
		[SIGNATURE PAGES FOLLOW]
	 


	 
		103
	 

	 

	 
 

	 
		IN WITNESS WHEREOF, the parties
		hereto have caused this Agreement to be duly executed as of the date first
		above written.
	 

	 
		 
	 

	 
			
				
				  BORROWERS:
				

			 	
				
				   
				

			 	
				
				  FORTRESS INVESTMENT GROUP
				  LLC,
 a Delaware limited liability
				  company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 FORTRESS PRINCIPAL INVESTMENT
				  HOLDINGS II LLC,
 a Delaware limited
				  liability company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 FORTRESS PRINCIPAL INVESTMENT
				  HOLDINGS III LLC,
 a Delaware limited
				  liability company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 FORTRESS PRINCIPAL INVESTMENT
				  HOLDINGS IV LLC,
 a Delaware limited
				  liability company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 FORTRESS CANADA MANAGEMENT
				  TRUST,
 a Delaware statutory
				  trust
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Dan Bass
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Dan Bass
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Chief Financial Officer of each of
				  the above-referenced Borrowers
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  FIG PARTNERS POOL (A)
				  LLC,
 a Delaware limited liability
				  company
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Randal A. Nardone
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  FIG PARTNERS POOL (P)
				  LLC,
 a Delaware limited liability
				  company
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Randal A. Nardone
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  FIG PARTNERS POOL (P2)
				  LLC,
 a Delaware limited liability
				  company
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Randal A. Nardone
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 

 






	 
		
	 

	 

	 
 

	 
			
				
				  GUARANTORS:
				

			 	
				
				   
				

			 	
				
				  FORTRESS INVESTMENT HOLDINGS
				  LLC,
 a Delaware limited liability
				  company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 FORTRESS PRINCIPAL INVESTMENT
				  HOLDINGS LLC,
 a Delaware limited
				  liability company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 FORTRESS PRINCIPAL INVESTMENT
				  GROUP LLC,
 a Delaware limited liability
				  company
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Dan Bass
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Dan Bass
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Chief Financial Officer of each of
				  the above-referenced Guarantors
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  FORTRESS FUND III GP (HOLDINGS) LLC,
				  
 a Delaware limited liability
				  company
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Randal A. Nardone
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 

 

	 
		 
	 


	 
		
	 

	 

	 
 

	 
			
				
				  ADMINISTRATIVE AGENT:
				

			 	
				
				   
				

			 	
				
				  BANK OF AMERICA, N.A.,

				  as Administrative Agent
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Joshua A. Podietz
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Joshua A. Podietz
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  LENDERS:
				

			 	
				
				   
				

			 	
				
				  BANK OF AMERICA, N.A.,

				  as a Lender and L/C Issuer
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Joshua A. Podietz
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Joshua A. Podietz
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President