**Exhibit 10.1**

**EXECUTION COPY**

 

 

FIRST LIEN SENIOR SECUREDCREDIT AGREEMENT

Dated as of January 9,2007

among

WII MERGER CORPORATION,as the initial Borrower,

CREDIT SUISSE,as Administrative Agent, Swing Line Lender andan L/C Issuer,

The Other LendersParties Hereto

and

CREDIT SUISSE,as Collateral Agent

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CREDIT SUISSE SECURITIES (USA) LLC

Sole Lead Arrangerand Sole Bookrunning Manager

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**TABLEOF CONTENTS**
| Section                                    | ** ** | ** **                                               | ** ** | **Page**   |
|--------------------------------------------|------------|----------------------------------------------------------|------------|------------|
| ** **                                 | ** ** | ** **                                               | ** ** | ** ** |
| ARTICLE I                                  |
| DEFINITIONS AND  ACCOUNTING TERMS          |
|                                       |       |                                                     |       |       |
| 1.01                                       |       | Defined Terms                                            |       | 2          |
| 1.02                                       |       | Other Interpretive Provisions                            |       | 33         |
| 1.03                                       |       | Accounting Terms                                         |       | 34         |
| 1.04                                       |       | Rounding                                                 |       | 34         |
| 1.05                                       |       | Times of Day                                             |       | 34         |
| 1.06                                       |       | Letter of Credit Amounts                                 |       | 34         |
| 1.07                                       |       | Currency Equivalents Generally                           |       | 34         |
|                                       |       |                                                     |       |       |
| ARTICLE II                                 |
| THE COMMITMENTS  AND CREDIT EXTENSIONS     |
|                                       |       |                                                     |       |       |
| 2.01                                       |       | The Loans                                                |       | 35         |
| 2.02                                       |       | Borrowings, Conversions and Continuations of Loans       |       | 35         |
| 2.03                                       |       | Letters of Credit                                        |       | 37         |
| 2.04                                       |       | Swing Line Loans                                         |       | 41         |
| 2.05                                       |       | Prepayments                                              |       | 43         |
| 2.06                                       |       | Termination or Reduction of Commitments                  |       | 47         |
| 2.07                                       |       | Repayment of Loans                                       |       | 47         |
| 2.08                                       |       | Interest                                                 |       | 48         |
| 2.09                                       |       | Fees                                                     |       | 48         |
| 2.10                                       |       | Computation of Interest and Fees                         |       | 49         |
| 2.11                                       |       | Evidence of Indebtedness                                 |       | 49         |
| 2.12                                       |       | Payments Generally; Administrative Agent’s Clawback |       | 50         |
| 2.13                                       |       | Sharing of Payments by Lenders                           |       | 51         |
| 2.14                                       |       | Increase in Term Commitments                             |       | 52         |
|                                       |       |                                                     |       |       |
| ARTICLE III                                |
| TAXES, YIELD  PROTECTION AND ILLEGALITY    |
|                                       |       |                                                     |       |       |
| 3.01                                       |       | Taxes                                                    |       | 53         |
| 3.02                                       |       | Illegality                                               |       | 55         |
| 3.03                                       |       | Inability to Determine Rates                             |       | 55         |
| 3.04                                       |       | Increased Costs; Reserves on Eurodollar Rate Loans       |       | 55         |
| 3.05                                       |       | Compensation for Losses                                  |       | 57         |
| 3.06                                       |       | Mitigation Obligations                                   |       | 57         |
| 3.07                                       |       | Survival                                                 |       | 57         |
|                                       |       |                                                     |       |       |
| ARTICLE IV                                 |
| CONDITIONS  PRECEDENT TO CREDIT EXTENSIONS |
|                                       |       |                                                     |       |       |
| 4.01                                       |       | Conditions of Initial Credit Extension                   |       | 57         |
| 4.02                                       |       | Conditions to All Credit Extensions                      |       | 61         |

 

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| ARTICLE V                       |
|---------------------------------|
| REPRESENTATIONS  AND WARRANTIES |
|                            |   |   |   |   |
| 5.01                            |   | Existence, Qualification and Power; Compliance with  Laws |   | 62 |
| 5.02                            |   | Authorization; No Contravention |   | 63 |
| 5.03                            |   | Governmental Authorization; Other Consents |   | 63 |
| 5.04                            |   | Binding Effect |   | 63 |
| 5.05                            |   | Financial Statements; No Material Adverse Effect |   | 63 |
| 5.06                            |   | Litigation; Labor Controversy |   | 65 |
| 5.07                            |   | No Default |   | 65 |
| 5.08                            |   | Ownership of Property; Liens; Investments |   | 65 |
| 5.09                            |   | Environmental Compliance |   | 65 |
| 5.10                            |   | Insurance |   | 66 |
| 5.11                            |   | Taxes |   | 66 |
| 5.12                            |   | ERISA Compliance |   | 66 |
| 5.13                            |   | Subsidiaries; Equity Interests; Loan Parties |   | 67 |
| 5.14                            |   | Margin Regulations; Investment Company Act |   | 67 |
| 5.15                            |   | Disclosure |   | 68 |
| 5.16                            |   | Intellectual Property; Licenses, Etc. |   | 68 |
| 5.17                            |   | Solvency |   | 68 |
| 5.18                            |   | Casualty, Etc. |   | 68 |
| 5.19                            |   | Sponsor Control |   | 69 |
| 5.20                            |   | Validity, Priority and Perfection of Security  Interests in the Collateral |   | 69 |
|                            |   |   |   |   |
| ARTICLE VI                      |
| AFFIRMATIVE  COVENANTS          |
|                            |   |   |   |   |
| 6.01                            |   | Financial Statements |   | 69 |
| 6.02                            |   | Certificates; Other Information |   | 70 |
| 6.03                            |   | Notices |   | 72 |
| 6.04                            |   | Payment of Obligations |   | 73 |
| 6.05                            |   | Preservation of Existence, Etc. |   | 73 |
| 6.06                            |   | Maintenance of Properties |   | 73 |
| 6.07                            |   | Maintenance of Insurance |   | 73 |
| 6.08                            |   | Compliance with Laws |   | 74 |
| 6.09                            |   | Books and Records |   | 74 |
| 6.10                            |   | Inspection Rights |   | 74 |
| 6.11                            |   | Use of Proceeds |   | 74 |
| 6.12                            |   | Covenant to Guarantee Obligations and Give Security |   | 75 |
| 6.13                            |   | Compliance with Environmental Laws |   | 77 |
| 6.14                            |   | Preparation of Environmental Reports |   | 77 |
| 6.15                            |   | Further Assurances |   | 78 |
| 6.16                            |   | Compliance with Terms of Leaseholds |   | 78 |
| 6.17                            |   | Cash Collateral Accounts |   | 78 |
| 6.18                            |   | Corporate Ratings and Debt Ratings |   | 79 |
| 6.19                            |   | Interest Rate Hedging |   | 79 |
| 6.20                            |   | COC Put Offer and Debt Tender Offer |   | 79 |
| 6.21                            |   | Post-Closing Mortgages |   | 79 |

 

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| ARTICLE VII                     |
|---------------------------------|
| NEGATIVE  COVENANTS             |
|                            |   |   |   |   |
| 7.01                            |   | Liens |   | 80 |
| 7.02                            |   | Indebtedness |   | 83 |
| 7.03                            |   | Investments |   | 85 |
| 7.04                            |   | Fundamental Changes |   | 86 |
| 7.05                            |   | Dispositions |   | 87 |
| 7.06                            |   | Restricted Payments |   | 88 |
| 7.07                            |   | Change in Nature of Business |   | 90 |
| 7.08                            |   | Holding Company Status |   | 90 |
| 7.09                            |   | Transactions with Affiliates |   | 90 |
| 7.10                            |   | Burdensome Agreements |   | 91 |
| 7.11                            |   | Financial Covenants |   | 91 |
| 7.12                            |   | Capital Expenditures |   | 95 |
| 7.13                            |   | Amendments of Organization Documents |   | 95 |
| 7.14                            |   | Accounting Changes |   | 95 |
| 7.15                            |   | Prepayments, Amendments, Etc. of Indebtedness |   | 95 |
| 7.16                            |   | Amendment, Etc. of the Related Documents |   | 95 |
| 7.17                            |   | Partnerships, Etc. |   | 96 |
| 7.18                            |   | Speculative Transactions |   | 96 |
| 7.19                            |   | Formation of Subsidiaries |   | 96 |
| 7.20                            |   | Designation as Designated Senior Debt |   | 96 |
| 7.21                            |   | Modification of Second Lien Loan Documents |   | 96 |
|                            |   |   |   |   |
| ARTICLE VIII                    |
| EVENTS OF  DEFAULT AND REMEDIES |
|                            |   |   |   |   |
| 8.01                            |   | Events of Default |   | 96 |
| 8.02                            |   | Remedies upon Event of Default |   | 98 |
| 8.03                            |   | Application of Funds |   | 99 |
|                            |   |   |   |   |
| ARTICLE IX                      |
| ADMINISTRATIVE AGENT            |
|                            |   |   |   |   |
| 9.01                            |   | Authorization and Action |   | 100 |
| 9.02                            |   | Agent’s Reliance, Etc. |   | 100 |
| 9.03                            |   | Credit Suisse and Affiliates |   | 101 |
| 9.04                            |   | Lender Credit Decision |   | 101 |
| 9.05                            |   | Indemnification of Agents |   | 101 |
| 9.06                            |   | Successor Agents |   | 102 |
| 9.07                            |   | Arranger Has No Liability |   | 102 |
| 9.08                            |   | Administrative Agent May File Proofs of Claim |   | 102 |
| 9.09                            |   | Collateral and Guaranty Matters |   | 103 |
| 9.10                            |   | Intercreditor Agreement |   | 104 |
|                            |   |   |   |   |
| ARTICLE X                       |
| MISCELLANEOUS                   |
|                            |
| 10.01                           |   | Amendments, Etc. |   | 104 |
| 10.02                           |   | Notices and Other Communications; Facsimile Copies |   | 106 |

 

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| 10.03      |   | No Waiver; Cumulative Remedies                                      |   | 107    |
|------------|--------|---------------------------------------------------------------------|--------|--------|
| 10.04      |   | Expenses; Indemnity; Damage Waiver; No Liability of  the L/C Issuer |   | 108    |
| 10.05      |   | Payments Set Aside                                                  |   | 110    |
| 10.06      |   | Successors and Assigns                                              |   | 110    |
| 10.07      |   | Treatment of Certain Information; Confidentiality                   |   | 114    |
| 10.08      |   | Right of Setoff                                                     |   | 115    |
| 10.09      |   | Interest Rate Limitation                                            |   | 116    |
| 10.10      |   | Release of Collateral                                               |   | 116    |
| 10.11      |   | Counterparts; Integration; Effectiveness                            |   | 116    |
| 10.12      |   | Survival of Representations and Warranties                          |   | 117    |
| 10.13      |   | Severability                                                        |   | 117    |
| 10.14      |   | USA PATRIOT Act Notice                                              |   | 117    |
| 10.15      |   | Governing Law; Jurisdiction; Etc.                                   |   | 117    |
| 10.16      |   | WAIVER OF JURY TRIAL                                                |   | 118    |
| 10.17      |   | ENTIRE AGREEMENT                                                    |   | 118    |
|       |   |                                                                |   |   |
| SIGNATURES |   | S-1                                                                 |

 

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|  SCHEDULES |   |                                                                                       |
|-----------------|--------|--------------------------------------------------------------------------------------------|
|            |   |                                                                                       |
| I               |   | Guarantors                                                                                 |   |   |
| 1.01(a)         |   | Specified Pro Forma Adjustments                                                            |   |   |
| 2.01            |   | Commitments and Applicable Percentages                                                     |   |   |
| 5.03            |   | Certain Authorizations                                                                     |   |   |
| 5.01            |   | Existence, Qualification and Power; Compliance with  Laws                                  |   |   |
| 5.05            |   | Existing Indebtedness; Surviving Indebtedness;  Supplement to Interim Financial Statements |   |   |
| 5.08(b)         |   | Existing Liens                                                                             |   |   |
| 5.08(c)         |   | Owned Real Property                                                                        |   |   |
| 5.08(d)(i)      |   | Leased Real Property (Lessee)                                                              |   |   |
| 5.09            |   | Environmental Matters                                                                      |   |   |
| 5.13            |   | Subsidiaries and Other Equity Investments; Loan  Parties                                   |   |   |
| 5.16            |   | Intellectual Property Matters                                                              |   |   |
| 7.03(f)         |   | Existing Investments                                                                       |   |   |
| 10.02           |   | Administrative Agent’s Office, Certain Addresses for  Notices                         |   |   |
|            |   |                                                                                       |   |   |
|            |   |                                                                                       |   |   |
| EXHIBITS        |   |                                                                                       |
|            |   |                                                                                       |
| *Form of*       |   |                                                                                       |   |   |
| * *        |   |                                                                                       |   |   |
| A               |   | Committed Loan Notice                                                                      |   |   |
| B               |   | Swing Line Loan Notice                                                                     |   |   |
| C-1             |   | Term Note                                                                                  |   |   |
| C-2             |   | Revolving Credit Note                                                                      |   |   |
| D               |   | Compliance Certificate                                                                     |   |   |
| E               |   | Assignment and Assumption                                                                  |   |   |
| F-1             |   | Holdings Guaranty                                                                          |   |   |
| F-2             |   | Subsidiary Guaranty                                                                        |   |   |
| G               |   | Security Agreement                                                                         |   |   |
| H               |   | Solvency Certificate                                                                       |   |   |
| I-1             |   | Opinion Matters – Counsel to Loan Parties                                             |   |   |
| I-2             |   | Opinion Matters – Local Counsel to Loan Parties                                       |   |   |
| J               |   | Letter of Credit Application                                                               |   |   |
| K               |   | Administrative Questionnaire                                                               |   |   |
| L               |   | Assumption Agreement                                                                       |   |   |
| M               |   | Mortgages                                                                                  |   |   |

 

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CREDIT AGREEMENT

This FIRST LIEN SENIOR SECURED CREDIT AGREEMENT (“***Agreement***”) is entered into as ofJanuary 9, 2007, among WII Merger Corporation, a Delaware corporation (“***Mergerco***”), as theinitial borrower, each lender from time to time party hereto (collectively, the“***Lenders***” and, individually, a “***Lender***”), and CREDIT SUISSE, actingthrough one or more of its branches, or any Affiliate thereof (collectively, “***Credit Suisse***”), asAdministrative Agent, Swing Line Lender, an L/C Issuer and as Collateral Agent.

PRELIMINARY STATEMENTS:

(1)           Pursuantto the Amended and Restated Agreement and Plan of Merger dated as of January 5,2006 (as amended, restated, supplemented or otherwise modified in accordancewith its terms, to the extent permitted in accordance with the Loan Documents(as, along with all other capitalized terms not otherwise defined in thesePreliminary Statements, defined below), the “***MergerAgreement***”) among WII Components, Inc., a Delaware corporation (the “***Company***”), BehrmanCapital III L.P., a Delaware limited partnership, solely in its capacity as theStockholders’ Representative (as defined in the Merger Agreement), Mergerco andWII Holding, Inc., a Delaware corporation (“***Holdings***”), Mergerco has agreed to mergewith and into the Company (the “***Merger***”), with the Company as the surviving entity.  Upon consummation of the Merger, Holdingswill be a holding company that directly owns, and the only assets of which willbe, all of the equity interests in the Company.

(2)           Asa result of the Merger, the Company will assume all obligations of Mergercounder the Loan Documents.

(3)           Subjectto the terms and conditions contained herein, the Borrower has requested that(a) the Lenders make terms loans to the Borrower on the Closing Date and on upto two additional occasions thereafter, the proceeds of which will be used bythe Borrower, subject to the limitations and conditions set forth herein, torepay the Existing Facility, to repurchase any Existing Notes tendered pursuantto the COC Put Offer, to otherwise finance the redemption, repurchase,refinance or defeasance of Existing Notes and, together with the proceeds fromloans under the Second Lien Credit Agreement, to refinance the Acquisition Loan(or anyIndebtedness incurred to refinance the Acquisition Loan) and pay certain transaction fees andexpenses (including any premiums paid pursuant to the repurchase of theExisting Notes), and, in the case of the Initial First Lien Term Advance, forworking capital purposes, and (b) from time to time after the Closing Date, theLenders make revolving loans to the Borrower (and in the case of the L/CIssuer, issue Letters of Credit for the account of the Borrower) pursuant to arevolving credit facility (with a subfacility for swingline loans) in anaggregate amount up to $25,000,000 to finance the ongoing working capital andother general corporate purposes of the Borrower and its Subsidiaries.

(4)           TheLenders have indicated their willingness to so lend and the L/C Issuer hasindicated its willingness to so issue Letters of Credit, in each case, on theterms and subject to the conditions set forth herein, including the granting ofliens on Collateral pursuant to the Collateral Documents and the making of theguarantees pursuant to the Guaranties.

(5)           Itis a condition to the obligations of the Lenders and the effectiveness of thisAgreement that, among other conditions, (a) the Merger is consummated pursuantto the Merger Agreement, and (b) Holdings shall have contributed cash toMergerco (in exchange for common stock of Mergerco) in an amount not less than25% of the proforma total consolidated capitalization ofHoldings and its Subsidiaries (after giving effect to the Merger) on theClosing Date (the “***EquityContribution***”).

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(6)           Uponthe execution of the Second Lien Credit Agreement, the provisions of thisAgreement and the Second Lien Credit Agreement will be (as between the Lendersand the “Lenders” under the Second Lien Credit Agreement) subject to theprovisions of the Intercreditor Agreement.

In consideration of the mutual covenants andagreements herein contained, the parties hereto hereby covenant and agree asfollows:

# Article IDEFINITIONS AND ACCOUNTING TERMS

## 1.01         Defined Terms.  As used in this Agreement, the followingterms shall have the meanings set forth below:

“***Acquired Permitted CapitalExpenditure Amount***” has the meaning specified in Section 7.12.

“***Acquisition Loan***” means,collectively, the loans made to Holdings pursuant to each of (i) the Senior Note Purchase Agreement dated January9, 2007 in an aggregate principal amount of $43,000,000 (plus capitalizedinterest thereon) and (ii) the Subordinated Note Purchase Agreement datedJanuary 9, 2007 in an aggregate principal amount of $43,000,000 (pluscapitalized interest thereon), in each case, the proceeds of which arecontributed as common equity to the capital of Mergerco.

“***Administrative Agent***”means Credit Suisse in its capacity as administrative agent under any of theLoan Documents, or any successor administrative agent.

“***Administrative Agent’sOffice***” means the Administrative Agent’s address and, asappropriate, the account maintained by the Administrative Agent with CreditSuisse as the Administrative Agent may from time to time notify to the Borrowerand the Lenders.

“***Administrative Questionnaire***”means an Administrative Questionnaire in substantially the form of Exhibit Khereto.

“***Affiliate***”means, with respect to any Person, another Person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is undercommon Control with the Person specified.

“***Agents***”means, collectively, the Administrative Agent and the Collateral Agent.

“***Aggregate Commitments***”means the Commitments of all the Lenders.

“***Aggregate Credit Exposures***”means, at any time, the sum of (a) the unused portion of the Revolving CreditFacility then in effect, (b) the unused portion of each Term Commitment then ineffect and (c) the Total Outstandings at such time.

“***Agreement***”means this Credit Agreement.

“***Applicable Margin***”means, with respect to each of the Term Facility and the Revolving CreditFacility, (a) in the case of Eurodollar Rate Loans, 2.75% per annum, and (b) in the case of Base Rate Loans, 1.75% per annum, provided that,in the case of the Revolving Credit Facility, after the date of delivery of theBorrower’s financial statements covering the third fiscal quarter

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of 2007 pursuant to Section 6.01(b), theApplicable Margin applicable to the Revolving Credit Facility shall bedetermined by reference to the Consolidated Leverage Ratio as set forth below:
| Pricing  Level | ** ** | **Consolidated Leverage Ratio**                   | ** ** | **Eurodollar Loans** | ** ** | **Base Rate Loans** | ** ** |
|----------------|------------|-------------------------------------------------------------|------------|---------------------------|------------|-------------------------------|------------|
| I              |       | Greater  than or equal to 4.00:1.00                         |       | 2.75                      | %          | 1.75                          | %          |
| II             |       | Less  than 4.00:1.00 and greater than or equal to 3.00:1.00 |       | 2.50                      | %          | 1.50                          | %          |
| III            |       | Less than 3.00:1.00                                         |       | 2.25                      | %          | 1.25                          | %          |

Notwithstanding theforegoing, in the event that (i) the Borrower has not obtained CorporateRatings from Moody’s and S&P on or before the date that is 30 days afterthe Closing Date or (ii) the Borrower obtains Corporate Ratings from Moody’sand S&P during such period but such Corporate Ratings are not at least B2by Moody’s and B by S&P (in each case with at least stable outlook), eachof the rates set forth in clauses (a) and (b) above and in the above grid shallbe permanently increased by 0.25% per annum. Any change in the Applicable Margin resulting from a change in theConsolidated Leverage Ratio shall become effective on the first Business Dayimmediately following the date a Compliance Certificate is delivered pursuantto Section 6.02(b) with respect to the most recently ended fiscalquarter (commencing with the third fiscal quarter of 2007); provided, however,that if a Compliance Certificate is not delivered when due in accordance withsuch Section, then Pricing Level I shall apply as of the first Business Dayafter the date on which such Compliance Certificate was required to have beendelivered until such Compliance Certificate is delivered, at which time theApplicable Margin shall be based on such Compliance Certificate.

“***ApplicablePercentage***” means, with respect to any Lender at any time, thepercentage (carried out to the ninth decimal place) of the AggregateCommitments represented by such Lender’s Commitment under the applicableFacility or Facilities at such time.  Ifthe Commitments of each Lender to make Loans and the obligation of the L/CIssuer to make L/C Credit Extensions have been terminated pursuant to Section8.02, or if the Aggregate Commitments have expired, then the ApplicablePercentage of each Lender shall be determined based on the ApplicablePercentage of such Lender most recently in effect, giving effect to anysubsequent assignments.  The initialApplicable Percentage of each Lender is set forth opposite the name of suchLender on Schedule 2.01 or in the Assignment and Assumption pursuant towhich such Lender becomes a party hereto, as applicable.

“***Appropriate Lender***” means, atany time, (a) with respect to the Term Facility or the Revolving CreditFacility, a Lender that has a Commitment with respect to such Facility at suchtime, (b) with respect to the Letter of Credit Sublimit, (i) the L/CIssuer and (ii) if any Letters of Credit have been issued pursuant to Section2.03(a), the Revolving Credit Lenders and (c) with respect to theSwing Line Facility, (i) the Swing Line Lender and (ii) if any SwingLine Loans are outstanding pursuant to Section 2.04(a), theRevolving Credit Lenders.

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

“***Arranger***”means Credit Suisse Securities (USA) LLC, in its capacity as sole lead arrangerand sole bookrunning manager.

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

“***Assignment and Assumption***”means an assignment and assumption entered into by a Lender and an EligibleAssignee (with the consent of any party whose consent is required by Section10.06(b), and accepted by the Administrative Agent, in substantially theform of Exhibit E or any other form approved by the AdministrativeAgent.

“***Assumption Agreement***”means an assumption agreement entered into by the Company in favor of theAdministrative Agent on behalf of the Secured Parties, in substantially theform of Exhibit L or any other form approved by the Administrative Agent.

“***Attributable Indebtedness***”means, on any date, (a) in respect of any Capitalized Lease of any Person, thecapitalized amount thereof that would appear on a balance sheet of such Personprepared as of such date in accordance with GAAP, and (b) in respect of anySynthetic Lease Obligation, the capitalized amount of the remaining leasepayments under the relevant lease that would appear on a balance sheet of suchPerson prepared as of such date in accordance with GAAP if such lease wereaccounted for as a Capitalized Lease.

“***Audited FinancialStatements***” means the audited consolidated balance sheet of theCompany and its Subsidiaries for the fiscal year ended December 31, 2005, andthe related consolidated statements of income or operations, shareholders’equity and cash flows for such fiscal year of the Company and its Subsidiaries,including the notes thereto.

“***Availability Period***”means, in the case of the Revolving Credit Facility, the period commencing onthe first Business Day following the Closing Date and continuing until theMaturity Date for such Facility.

“***BaseRate***” means a fluctuating interest rate per annum in effect fromtime to time, which rate per annum shall at all times be equal to the higherof:

(a)           the rate of interest per annum thenmost recently announced by Credit Suisse in New York, New York, from time totime, as Credit Suisse’s prime rate for Dollars loaned in the United States;and

(b)           1/2 of 1% per annum above the FederalFunds Rate.

The Base Rate is an index rate and is not necessarilyintended to be the lowest or best rate of interest charged to other customersin connection with extensions of credit or to other banks.

“***Base Rate Loan***”means a Loan that bears interest based onthe Base Rate.

“***Borrower***”means (a) prior to the Merger, Mergerco and (b) from and after the Merger, theCompany.

“***Borrowing***”means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing,as the context may require.

“***BusinessDay***” means a day of the year on which banks are not required orauthorized by law to close in New York, New York and, if the applicable BusinessDay relates to any Eurodollar Rate Loans, on which dealings are carried on inthe London interbank market.

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“***CapitalExpenditure Carryover Amount***” has the meaning specified in Section 7.12.

“***Capital Expenditures***”means, with respect to any Person for any period, any expenditure in respect ofthe purchase or other acquisition of any fixed or capital asset (excludingnormal replacements and maintenance which are properly charged to currentoperations).  For purposes of thisdefinition, (a) the purchase price of equipment that is purchased substantiallycontemporaneously with the trade-in or sale of similar existing equipment orwith insurance proceeds therefrom shall be included in Capital Expendituresonly to the extent of the gross amount by which such purchase price exceeds thecredit granted by the seller of such equipment for the equipment being tradedin at such time or the proceeds of such sale or the amount of such insuranceproceeds, as the case may be, and (b) the term “Capital Expenditures”shall not include any expenditures (i) made or paid with the net proceedsof amounts paid or contributed after the Closing Date to Holdings by theInvestors or their Affiliates in consideration of the sale or issuance to theInvestors or such Affiliates of Equity Interests of Holdings, which amounts arecontributed through Holdings to the equity capital of the Company, (ii) tothe extent such Person or its Subsidiaries are reimbursed in cash by a thirdparty (other than a Loan Party or any Subsidiary of a Loan Party) during thesame period in which such expenditure was made or (iii) made or assumed inconnection with a Permitted Acquisition.

“***CapitalizedLeases***” means all leases that have been or should be, inaccordance with GAAP, recorded as capitalized leases.

“***Cash Collateral Account***”means an interest bearing deposit account to be maintained at Credit Suisse (oranother commercial bank selected in compliance with Section 6.17) in thename of the Collateral Agent and under the sole dominion and control of the CollateralAgent, and otherwise established in a manner reasonably satisfactory to theAdministrative Agent.

“***CashCollateralize***” has the meaning specified in Section 2.03(h).

“***Cash Distributions***” means,with respect to any Person for any period, all dividends and otherdistributions on any of the outstanding Equity Interests in such Person, allpurchases, redemptions, retirements, defeasances or other acquisitions of anyof the outstanding Equity Interests in such Person and all returns of capitalto the stockholders, partners or members (or the equivalent persons) of suchPerson, in each case to the extent paid in cash by or on behalf of such Personduring such period.

“***Cash Equivalents***” means anyof the following types of Investments:

(a)           readily marketable obligations issuedor directly and fully guaranteed or insured by the United States of America orany agency or instrumentality thereof having maturities of not more than 360days from the date of acquisition thereof; provided that the full faith and credit of the United Statesof America is pledged in support thereof;

(b)           time deposits with, or insuredcertificates of deposit or bankers’ acceptances of, any commercial bank that(i) (A) is a Lender or (B) is organized under the laws of the United States ofAmerica, any State thereof or the District of Columbia or is the principalbanking subsidiary of a bank holding company organized under the laws of theUnited States of America, any State thereof or the District of Columbia, and isa member of the Federal Reserve System, (ii) issues (or the parent of whichissues) commercial paper rated as described in clause (c) of thisdefinition and (iii) has combined

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capitaland surplus of at least $1,000,000,000, in each case with maturities of notmore than 360 days from the date of acquisition thereof;

(c)           commercial paper in an aggregate amount of no more than $1,000,000 perissuer outstanding at any time issued by any Person organized under the laws ofany state of the United States of America and rated at least “Prime-1” (or thethen equivalent grade) by Moody’s or at least “A-1” (or the thenequivalent grade) by S&P, in each case with maturities of not morethan 270 days from the date of acquisition thereof; and

(d)           Investments, classified in accordance with GAAP as Current Assets of theBorrower or any of its Subsidiaries, in money market investment programsregistered under the Investment Company Act of 1940, which are administered byfinancial institutions that have the highest rating obtainable from either Moody’sor S&P, and the portfolios of which are limited solely to Investmentsof the character, quality and maturity described in clauses (a), (b) and(c) of this definition.

“***CERCLA***” means theComprehensive Environmental Response, Compensation and Liability Act of 1980.

“***CERCLIS***” means theComprehensive Environmental Response, Compensation and Liability InformationSystem maintained by the U.S. Environmental Protection Agency.

“***CFC***”means a controlled foreign corporation as defined in Section 957(a) of the Code.

“***Changein Law***” means the occurrence, after the date of this Agreement,of any of the following:  (a) theadoption or taking effect of any law, rule, regulation or treaty, (b) anychange in any law, rule, regulation or treaty or in the administration, interpretationor application thereof by any Governmental Authority or (c) the making orissuance of any request, guideline or directive (whether or not having theforce of law) by any Governmental Authority.

“***Change of Control***”means an event or series of events by which:

(a)           the Sponsor shall cease to own andcontrol legally and beneficially, either directly or indirectly, equitysecurities in Holdings representing more than 51% of the combined voting powerof all of equity securities entitled to vote for members of the board ofdirectors or equivalent governing body of Holdings on a fully diluted basis; or

(b)           on or after a Qualifying IPO, any “person”or “group” (as such terms are used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, but excluding any employee benefit plan ofsuch person or its subsidiaries, and any person or entity acting in itscapacity as trustee, agent or other fiduciary or administrator of any suchplan) other than the Sponsor becomes the “beneficial owner” (as defined inRules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that aperson or group shall be deemed to have “beneficial ownership” of allsecurities that such person or group has the right to acquire (such right, an “***option right***”), whether such rightis exercisable immediately or only after the passage of time), directly orindirectly, of 40% or more of the equity securities of Holdings or the Borrowerentitled to vote for members of the board of directors or equivalent governingbody of such Person on a fully diluted basis (and taking into account all suchsecurities that such person or group has the right to acquire pursuant to anyoption right); or

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(c)           during any period of 24 consecutivemonths, a majority of the members of the board of directors or other equivalentgoverning body of Holdings or the Borrower cease to be composed of individuals(i) who were members of that board or equivalent governing body on the firstday of such period, (ii) whose election or nomination to that board orequivalent governing body was approved by individuals referred to in clause (i)above constituting at the time of such election or nomination at least amajority of that board or equivalent governing body or (iii) whose election ornomination to that board or other equivalent governing body was approved byindividuals referred to in clauses (i) and (ii) above constituting at the timeof such election or nomination at least a majority of that board or equivalentgoverning body (excluding, in the case of both clause (ii) and clause (iii),any individual whose initial nomination for, or assumption of office as, amember of that board or equivalent governing body occurs as a result of anactual or threatened solicitation of proxies or consents for the election orremoval of one or more directors by any person or group other than asolicitation for the election of one or more directors by or on behalf of theboard of directors); or

(d)           on or after a Qualifying IPO,****any Person or two or more Persons actingin concert, other than the Sponsor, shall have acquired by contract orotherwise, or shall have entered into a contract or arrangement that, uponconsummation thereof, will result in its or their acquisition of the power toexercise, directly or indirectly, a controlling influence over the managementor policies of Holdings or the Borrower or control over the equity securitiesof such Person entitled to vote for members of the board of directors orequivalent governing body of such Person on a fully diluted basis (and takinginto account all such securities that such person or group has the right toacquire pursuant to any option right) representing 40% or more of the combinedvoting power of such securities; or

(e)           Holdings shall cease, directly orindirectly, to own and control legally and beneficially all of the EquityInterests in the Borrower or Woodcraft Industries, Inc. (other than directors’qualifying shares in nominal amounts and on terms reasonably acceptable to theAdministrative Agent that are required by law to be held by directors of theBorrower); or

(f)            a “change of control” or anycomparable event shall have occurred under, and as defined in, either (i) theSecond Lien Credit Agreement or (ii) any agreement evidencing Indebtedness ofany Loan Party or any Subsidiary of any Loan Party in excess of the ThresholdAmount.

“***Closing Date***”means the first date all the conditions precedent in Section 4.01 aresatisfied or waived in accordance with Section 10.01.

“***COC Put Offer***” means anoffer by the Company to repurchase the Existing Notes then outstanding pursuantto the terms of Section 4.10 of the Existing Indenture.

“***Code***” meansthe Internal Revenue Code of 1986.

“***Collateral***”means all of the “*Collateral*” and *“Mortgaged Property”* referred to in the Collateral Documentsand all of the other property and assets that are or are intended under theterms of the Collateral Documents to be subject to Liens in favor of theCollateral Agent for the benefit of the Secured Parties.

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“***Collateral Agent***”means Credit Suisse in its capacity as collateral agent under any of the LoanDocuments, or any successor collateral agent.

“***Collateral Documents***”means, collectively, the Security Agreement, the Intellectual Property SecurityAgreement, the Mortgages (if any), each of the mortgages, collateralassignments, Security Agreement Supplements, IP Security Agreement Supplements,security agreements, pledge agreements or other similar agreements delivered tothe Collateral Agent pursuant to Section 6.12, and each of the otheragreements, instruments or documents that creates or purports to create a Lienin favor of the Collateral Agent for the benefit of the Secured Parties.

“***Commitment***”means a Term Commitment or a Revolving Credit Commitment, as the context mayrequire.

“***Commitment Letter***”has the meaning specified in Section 10.11.

“***Committed Loan Notice***”means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) aconversion of Loans from one Type to the other, or (d) a continuation ofEurodollar Rate Loans, pursuant to Section 2.02(a), which, if inwriting, shall be substantially in the form of Exhibit A.

“***Company***”has the meaning specified in the Preliminary Statements to this Agreement.

“***CompanyMaterial Adverse Effect***” means a “Company Material AdverseEffect” as defined in the Merger Agreement.

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

“***Consolidated EBITDA***”means, for any period, for the Borrower and its Subsidiaries on a consolidatedbasis, an amount equal to Consolidated Net Income for such period plus(a) the following to the extent deducted in calculating such Consolidated NetIncome: (i) up to $1,000,000 of transitional expenses and other one-timeexpenses incurred or paid after the Closing Date during the term of theAgreement; (ii) any purchase accounting adjustments (including any futureexpenses associated with such adjustment), restructuring and othernon-recurring items or expenses incurred in connection with the Transaction orany Permitted Acquisition (including any debt or equity issuance in connectiontherewith) or any non-recurring items or expenses incurred in connection with aDisposition permitted under Section 7.05(a), (c), (i) or (l);(iii) Consolidated Interest Charges for such period; (iv) the provision forFederal, state, local and foreign income taxes payable by the Borrower and itsSubsidiaries for such period; (v) depreciation and amortization expense; (vi)all non-cash charges in connection with the granting of, or accretion on, options,warrants or other equity interests (including any repricing, amendment,modification, substitution or change of any stock, stock option, stockappreciation rights or similar arrangements); (vii) other non-recurring orextraordinary charges or expenses of the Borrower and its Subsidiaries reducingsuch Consolidated Net Income and non-cash compensation expense and othernon-cash items which, in each case, do not represent a cash item in such periodand will not represent a cash item in any future period; (viii) non-cash lossesresulting from the application of Financial Accounting Standards Board Rule 142or 144; (ix) reasonable fees, costs and expenses incurred in connection withthe Transaction (including management retention and other transaction bonuses andany premiums, fees, costs and expenses associated with the repayment,retirement, purchase or redemption of any Indebtedness existing on orimmediately prior to the Closing Date); (x) any expenses deducted incalculating Consolidated Net Income for such period and reimbursed during suchperiod by third parties

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(other than Holdings or any of its Subsidiaries); (xi)fees, costs and expenses in connection with any actual or proposed issuance ofIndebtedness or Equity Interests, Investment or Disposition not to exceed$2,000,000 in the aggregate during the term of this Agreement and any fees,costs and expenses in connection with any actual or proposed PermittedAcquisition (including such transactions that fail to close, but had theyclosed would have constituted a Permitted Acquisition) not to exceed $2,500,000in the aggregate in connection with any such actual or proposed PermittedAcquisition; (xii) management fees, costs and expenses accrued, or to theextent not accrued in any prior period, paid to the Sponsor during such periodby the Borrower and its Subsidiaries (A) under the Management Agreementpursuant to Section 7.09(d) and/or (B) with respect to the feespermitted by Section 7.09(e); (xiii) during any period in which anyExisting Notes are outstanding, fees, costs and expenses (including advisory,legal and reporting costs) associated with Public Indebtedness, in an aggregateamount not to exceed $200,000 in any fiscal year; (xiv) any upfront fees, costsand expenses associated with Secured Hedge Agreements entered into to complywith Section 6.19; and (xv) any loss attributable to Dispositions permittedhereunder or which occurred prior to the Closing Date, and minus (b) thefollowing to the extent included in calculating such Consolidated Net Income:  (i) Federal, state, local and foreign incometax credits of the Borrower and its Subsidiaries for such period; (ii) allnon-recurring or extraordinary non-cash items increasing Consolidated NetIncome for such period; (iii) earnings attributable to Investments in jointventures and partnerships to the extent not distributed in cash to the Borroweror its Subsidiaries; (iv) any gain attributable to Dispositions permittedhereunder or which occurred prior to the Closing Date; and (iv) non-cash gainsresulting from the application of Financial Accounting Standards Board Rule 142or 144; provided that, solely for purposes of calculating the covenantsin Section 7.11(a), (b) and (c), if the Borrower or any ofits Subsidiaries has made any Permitted Acquisition or any Disposition ofassets permitted by Section 7.05 outside of the ordinary course ofbusiness during the period of four consecutive fiscal quarters ending on anydate during a relevant period for testing compliance, Consolidated EBITDA forsuch period shall be calculated after giving proforma effectthereto, with proforma adjustments (x) arising out of eventswhich are directly attributable to a specific transaction, are factuallysupportable and are expected to have a continuing impact, in each case,determined on a basis consistent with Article 11 of Regulation S-X promulgatedunder the Securities Act of 1933 and as interpreted by the staff of theSecurities and Exchange Commission, which proforma adjustmentsshall be certified on behalf of the Borrower by the chief financial officer ofthe Borrower or (y) consented to by the Administrative Agent in its reasonablediscretion, as if such Permitted Acquisition or Disposition of assets (and anyrelated incurrence, repayment or assumption of Indebtedness, with any newIndebtedness being deemed to be amortized over the applicable testing period inaccordance with its terms, and assuming that any Revolving Loans borrowed inconnection with such acquisition are repaid with excess cash balances when available)had occurred on the first day of the relevant period for testingcompliance.  Notwithstanding theforegoing, Consolidated EBITDA shall be deemed to be equal to: (i) $11,584,089for the second fiscal quarter of 2006 and (ii) $10,627,240 for the third fiscalquarter of 2006.

“***ConsolidatedFirst Lien Funded Indebtedness***” means, as of any date ofdetermination, without duplication, for the Borrower and its Subsidiaries on aconsolidated basis (in each case with respect to the following items (a)through (h) solely for so long as the same are secured by any assets of theBorrower and its Subsidiaries on a first-priority basis or otherwise on a basispari passu with the security interest of the Collateral Agent for the benefitof the Lenders in the Collateral), the sum of (a) the outstanding principalamount of all obligations, whether current or long-term, for borrowed money(including, without limitation, Obligations hereunder) and outstandingprincipal amount of all obligations evidenced by bonds, debentures, notes, loanagreements or other similar instruments, (b) all purchase money Indebtedness,(c) all direct

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obligations arising under letters of credit (includingstandby and commercial), bankers’ acceptances, bank guaranties, surety bondsand similar instruments, (d) all obligations in respect of the deferredpurchase price of property or services (other than trade accounts payable andother accrued expenses in the ordinary course of business), (e) AttributableIndebtedness, (f) all Off-Balance Sheet Liabilities, (g) without duplication,all Guarantees with respect to outstanding Indebtedness of the types specifiedin clauses (a) through (e) above of Persons other than the Borrower or anySubsidiary, and (h) all Indebtedness of the types referred to in clauses (a)through (g) above of any partnership or joint venture (other than a jointventure that is itself a corporation or limited liability company) in which theBorrower or a Subsidiary is a general partner or joint venturer, except for anyportion of such Indebtedness that is expressly made non-recourse to theBorrower or such Subsidiary.

“***ConsolidatedFirst Lien Leverage Ratio***” means, as of any date ofdetermination, the ratio of (a) Consolidated First Lien Funded Indebtedness asof such date minus the lesser of (i) the amount of unrestricted cash andcash equivalents of the Borrower and its Subsidiaries as of such date and (ii)$2,500,000 to**(b)Consolidated EBITDA for the period of the four fiscal quarters most recentlyended.

“***Consolidated Funded Indebtedness***”means, as of any date of determination, without duplication, for the Borrowerand its Subsidiaries (and, for all periods ended before the Covenant TriggerDate, Holdings) on a consolidated basis, the sum of (a) the outstandingprincipal amount of all obligations, whether current or long-term, for borrowedmoney (including, without limitation, Obligations hereunder) and outstandingprincipal amount of all obligations evidenced by bonds, debentures, notes, loanagreements or other similar instruments, (b) all purchase money Indebtedness,(c) all direct obligations arising under letters of credit (including standbyand commercial), bankers’ acceptances, bank guaranties, surety bonds andsimilar instruments, (d) all obligations in respect of the deferred purchaseprice of property or services (other than trade accounts payable and otheraccrued expenses in the ordinary course of business), (e) AttributableIndebtedness, (f) all Off-Balance Sheet Liabilities, (g) without duplication,all Guarantees with respect to outstanding Indebtedness of the types specifiedin clauses (a) through (e) above of Persons other than theBorrower or any Subsidiary (or, for all periods ended before the CovenantTrigger Date, Holdings), and (h) all Indebtedness of the types referred to in clauses(a) through (g) above of any partnership or joint venture (otherthan a joint venture that is itself a corporation or limited liability company)in which the Borrower or a Subsidiary (or, for all periods ending before theCovenant Trigger Date, Holdings) is a general partner or joint venturer, exceptfor any portion of such Indebtedness that is expressly made non-recourse to theBorrower or such Subsidiary (or, where applicable, Holdings, as the case maybe).

“***Consolidated Interest Charges***”means, for any period, for the Borrower and its Subsidiaries on a consolidatedbasis, the sum of (a) all interest, premium payments, debt discount, fees,charges and related expenses of the Borrower and its Subsidiaries in connectionwith borrowed money (including capitalized interest) or in connection with thedeferred purchase price of assets, in each case to the extent treated asinterest in accordance with GAAP, (b) the portion of rent expense of theBorrower and its Subsidiaries with respect to such period under CapitalizedLeases that is treated as interest in accordance with GAAP, (c) the amount ofdividends and distributions made to Holdings in respect of interest on theAcquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan) during such period under Section 7.06(k),and (d) the implied interest component of Synthetic Leases (regardless ofwhether accounted for as interest expense under GAAP), all commissions,discounts and other fees and charges owed with respect to letters of credit andbankers’ acceptances and net costs in respect of Swap Contracts constitutinginterest rate swaps, collars, caps or other arrangements requiring payments

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contingent upon interest rates of the Borrower and itsSubsidiaries, excluding, amounts referred to in Sections 2.09(b) and 10.04(a)of this Agreement.

“***ConsolidatedInterest Coverage Ratio***” means, as of any date of determination,the ratio of (a) Consolidated EBITDA to(b) Consolidated Interest Charges, in each case, of the Borrower and itsSubsidiaries for the period of four fiscal quarters then most recently ended; providedthat (i) for purposes of determining the amount of Consolidated InterestCharges for the four fiscal quarters ended March 31, 2007, such amount shallequal the Consolidated Interest Charges for the fiscal quarter ended March 31,2007 multiplied by four, (ii) for purposes of determining the amount ofConsolidated Interest Charges for the four fiscal quarters ended June 30, 2007,such amount shall equal the Consolidated Interest Charges for the twoconsecutive fiscal quarters ended June 30, 2007 multiplied by two and(iii) for purposes of determining the amount of Consolidated Interest Chargesfor the four fiscal quarters ended September 30, 2007, such amount shall equalthe Consolidated Interest Charges for the three consecutive fiscal quartersended September 30, 2007 multiplied by 4/3; providedfurther,that for periods ending on or after the Covenant Trigger Date, the amount ofthe Consolidated Interest Charges used in the calculations pursuant to clauses(i), (ii) and (iii) above shall be determined on a pro forma basis as if theCovenant Trigger Date had occurred (and any Indebtedness in connectiontherewith incurred) on the first day of the fiscal quarter or quarters relevantto such calculation.

“***Consolidated LeverageRatio***” means, as of any date of determination, the ratio of (a)Consolidated Funded Indebtedness as of such date minus the lesser of (i)the amount of unrestricted cash and cash equivalents of the Borrower and itsSubsidiaries as of such date and (ii) $2,500,000  to**(b)Consolidated EBITDA for the period of the four fiscal quarters most recentlyended.

“***Consolidated Net Income***”means, for any period, for the Borrower and its Subsidiaries on a consolidatedbasis, the net income of the Borrower and its Subsidiaries (excludingextraordinary or non-recurring cash or non-cash gains and any extraordinary ornon-recurring cash or non-cash losses) for that period.

“***Contractual Obligation***”means, as to any Person, any provision of any security issued by such Person orof any agreement, instrument or other undertaking to which such Person is aparty or by which it or any of its property is bound.

“***Control***”means the possession, directly or indirectly, of the power to direct or causethe direction of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise.  “***Controlling***”and “***Controlled***” have meaningscorrelative thereto.

“***Corporate Rating***”means, as of any date of determination, the corporate rating or corporatefamily rating as determined by either S&P or Moody’s, respectively, of theBorrower; provided that, if either S&P or Moody’s shall change thebasis on which ratings are established by it, each reference to the CorporateRating announced by S&P or Moody’s shall refer to the then equivalentrating by S&P or Moody’s, as the case may be.

“***Covenant Amendment***”means an amendment to the Existing Indenture to amend the covenants set forththerein and otherwise modify the terms thereof as specified in Article I ofAppendix A to the Offer to Purchase.

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“***Covenant Trigger Date***”means the date on or after the Existing Notes Repayment Date on which theAcquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan) is repaid in full.

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

“***Credit Suisse***”has the meaning specified in the recital of parties to this Agreement.

“***Cure Notice***”has the meaning specified in Section 7.11(d).

“***Current Assets***” means,with respect to any Person, all assets of such Person that, in accordance withGAAP, would be classified as current assets on the balance sheet of a companyconducting a business the same as or similar to that of such Person, afterdeducting appropriate and adequate reserves therefrom in each case in which areserve is proper in accordance with GAAP.

“***Current Liabilities***” means,with respect to any Person, without duplication (a) all Indebtedness of suchPerson that by its terms is payable on demand or matures within one year afterthe date of determination (excluding any Indebtedness renewable or extendible,at the option of such Person, to a date more than one year from such date orarising under a revolving credit or similar agreement that obligates the lenderor lenders to extend credit during a period of more than one year from suchdate), and (b) all other items (including, without limitation, taxesaccrued as estimated and trade payables otherwise excluded from Indebtednessunder clause (d) of the definition thereof) that, in accordancewith GAAP, would be classified on the balance sheet of such Person as currentliabilities of such Person.

“***Debt Rating***”means, as of any date of determination, the rating as determined by eitherS&P or Moody’s (collectively, the “***Debt Ratings***”)of the Facilities; provided that if either S&P or Moody’s shallchange the basis on which ratings are established by it, each reference to theDebt Rating announced by S&P or Moody’s shall refer to the then equivalentrating by S&P or Moody’s, as the case may be.

“***Debt Tender Offer***” means thetender offer and consent solicitation commenced by Mergerco pursuant to theOffer to Purchase and any subsequent or successive tender offer for theExisting Notes which is permitted by Section 6.20.  For the avoidance of doubt, any referenceherein or in any other Loan Document to the purchase of Existing Notes pursuantto the Debt Tender Offer shall mean that such Existing Notes have beenpurchased and the Covenant Amendment shall have become effective pursuant tothe terms thereof.

“***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 similardebtor relief Laws of the United States or other applicable jurisdictions fromtime to time in effect and affecting the rights of creditors generally.

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

“***Default Rate***”means (a) when used with respect to Obligations other than the accrual ofLetter of Credit Fees (but including interest payable on accrued Letter ofCredit Fees not paid

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when due), an interest rate equal to (i) the Base Rateplus (ii) the Applicable Margin, if any, applicable to Base Rate Loans plus(iii) 2.0% per annum; provided, however, that with respect to aEurodollar Rate Loan, the Default Rate shall be an interest rate equal to theinterest rate (including any Applicable Margin) otherwise applicable to suchLoan plus 2.0% per annum and (b) when used with respect to the accrual ofLetter of Credit Fees, a rate equal to the Applicable Margin for EurodollarRate Loans plus 2.0% per annum.

“***Defaulting Lender***”means any Lender that (a) has failed to fund any portion of the Term Loans,Revolving Credit Loans, participations in L/C Obligations or participations inSwing Line Loans required to be funded by it hereunder within one Business Dayof the date required to be funded by it hereunder, (b) has otherwise failed topay over to the Administrative Agent or any other Lender any other amountrequired to be paid by it hereunder within one Business Day of the date whendue, unless the subject of a good faith dispute, or (c) has been deemedinsolvent or has become the subject of a bankruptcy or insolvency proceeding.

“***defease***” or“***defeased***” means, with reference tothe Existing Notes, the defeasance of the Existing Notes pursuant to Article 8of the Existing Indenture.

“***Delayed RevolverCommitment***” has the meaning specified in Section 2.01(b).

“***Disposition***”or “***Dispose***” means the sale, transfer,license, lease (as lessor) or other disposition (including any sale andleaseback transaction) of any property by any Person (or the granting of anyoption or other right to do any of the foregoing), including any sale,assignment, transfer or other disposal, with or without recourse, of any EquityInterests owned by such Person, or any notes or accounts receivable or anyrights and claims associated therewith.

“***Dollar***” and“***$***” mean lawful money of the UnitedStates.

“***Domestic Subsidiary***”has the meaning specified in Section 6.12.

“***Eligible Assignee***”means, with respect to any Facility, an assignee to which an assignmentthereunder is permitted under Section 10.06(b) (and as to which any consentsrequired thereunder have been obtained).

“***Environmental Laws***”means any and all Federal, state, local, and foreign statutes, laws,regulations, ordinances, rules, judgments, orders, decrees, obligationscontained in or required by permits, concessions, grants, franchises, licenses,agreements or governmental restrictions relating to pollution and theprotection of the environment or the release of any Hazardous Materials intothe environment, including those related to hazardous substances or wastes, airemissions and discharges to waste or public systems.

“***Environmental Liability***”means any liability, contingent or otherwise (including any liability fordamages, costs of environmental remediation, fines, penalties or indemnities),of the Borrower, any other Loan Party or any of their respective Subsidiariesdirectly or indirectly resulting from or based upon (a) violation of anyEnvironmental Law, (b) the generation, use, handling, transportation, storage,treatment or disposal of any Hazardous Materials, (c) exposure to any HazardousMaterials, (d) the release or threatened release of any Hazardous Materialsinto the environment or (e) any contract, agreement or other consensualarrangement pursuant to which liability is assumed or imposed with respect toany of the foregoing.

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“***Environmental Permit***”means any permit, approval, identification number, license or otherauthorization required under any Environmental Law.

“***EquityContribution***” has the meaning specified in the PreliminaryStatements to this Agreement.

“***Equity Cure***”has the meaning specified in Section 7.11(d).

“***Equity Interests***” means,with respect to any Person, all of the shares of capital stock of (or otherownership or profit interests in) such Person, all of the warrants, options orother rights for the purchase or acquisition from such Person of shares ofcapital stock of (or other ownership or profit interests in) such Person, allof the securities convertible into or exchangeable for shares of capital stockof (or other ownership or profit interests in) such Person or warrants, rightsor options for the purchase or acquisition from such Person of such shares (orsuch other interests), and all of the other ownership or profit interests insuch Person (including, without limitation, partnership, member or trustinterests therein), whether voting or nonvoting, and whether or not suchshares, warrants, options, rights or other interests are outstanding on anydate of determination.

“***ERISA***”means the Employee Retirement Income Security Act of 1974, as amended from timeto time, and the regulations promulgated and rulings issued thereunder.

“***ERISA Affiliate***”means any trade or business (whether or not incorporated) under common controlwith any Loan Party within the meaning of Section 414(b) or (c) of the Code(and Sections 414(m) and (o) of the Code for purposes of provisions relating toSection 412 of the Code).

“***ERISA Event***”means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawalby any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section4063 of ERISA during a plan year in which it was a substantial employer (asdefined in Section 4001(a)(2) of ERISA) or a cessation of operations thatis treated as such a withdrawal under Section 4062(e) of ERISA; (c) a completeor partial withdrawal by any Loan Party or any ERISA Affiliate from aMultiemployer Plan or notification that a Multiemployer Plan is inreorganization; (d) the filing of a notice of intent to terminate, thetreatment of a Plan amendment as a termination under Sections 4041 or 4041A ofERISA, or the commencement of proceedings by the PBGC to terminate a PensionPlan or Multiemployer Plan; (e) an event or condition which constitutes groundsunder Section 4042 of ERISA for the termination of, or the appointment of atrustee to administer, any Pension Plan or Multiemployer Plan; (f) theimposition of any liability under Title IV of ERISA, other than for PBGCpremiums due but not delinquent under Section 4007 of ERISA, upon any LoanParty or any ERISA Affiliate, (g) the failure of any Loan Party or any ERISAAffiliate to pay when due, after the expiration of any applicable grace period,any installment payment with respect to its withdrawal liability under Section4201 of ERISA under a Multiemployer Plan, or (h) the application for a minimumfunding waiver with respect to a Pension Plan.

“***EurocurrencyLiabilities***” has the meaning specified in Regulation D ofthe Board of Governors of the Federal Reserve System, as in effect from time totime.

“***Eurodollar Rate***”means for any Interest Period with respect to any Eurodollar Rate Loan, a rateper annum determined by the Administrative Agent pursuant to the followingformula:

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| Eurodollar Rate =                              |  LIBO Rate |   |
|------------------------------------------------|-----------------|--------|
| 1.00 – Eurodollar Rate Reserve Percentage |            |
|                                                |                 |        |  |

 

Where,

“***LIBO Rate***” means, forsuch Interest Period, the rate per annum determined by the Administrative Agentat approximately 11:00 a.m., London time, on the date that is two Business Daysprior to the commencement of such Interest Period by reference to the BritishBankers’ Association Interest Settlement Rates for deposits in dollars (as setforth by the Bloomberg Information Service or any successor thereto or anyother service selected by the Administrative Agent which has been nominated bythe British Bankers’ Association as an authorized information vendor for thepurpose of displaying such rates) for a period equal to such Interest Period; providedthat, to the extent that an interest rate is not ascertainable pursuant to theforegoing provisions of this definition, the “LIBO Rate” shall be the interestrate per annum determined by the Administrative Agent to be the average of therates per annum at which deposits in dollars are offered for such relevantInterest Period to major banks in the London interbank market in London,England by the Administrative Agent at approximately 11:00 a.m. (London time)on the date that is two Business Days prior to the beginning of such InterestPeriod.

“***Eurodollar Rate Loan***”means a Loan that bears interest at the Eurodollar Rate.

“***EurodollarRate Reserve Percentage***” for any Interest Period for eachEurodollar Rate Loan means the reserve percentage applicable two Business Daysbefore the first day of such Interest Period under regulations issued from timeto time by the Board of Governors of the Federal Reserve System (or anysuccessor) for determining the maximum reserve requirement (including, withoutlimitation, any emergency, supplemental or other marginal reserve requirement)for a member bank of the Federal Reserve System in New York City withrespect to liabilities or assets consisting of or including EurocurrencyLiabilities (or with respect to any other category of liabilities that includesdeposits by reference to which the interest rate on Eurodollar Rate Loans isdetermined) having a term equal to such Interest Period.

“***Event of Default***”has the meaning specified in Section 8.01.

“***Excess Cash Flow***” means, forany period (without duplication), (a) Consolidated Net Income for such period, plus(b) an amount equal to the aggregate amount of all noncash chargesdeducted in determining the Consolidated Net Income for such period, plus(c) an amount (whether positive or negative) equal to the change inconsolidated Current Liabilities of the Borrower and its Subsidiaries duringsuch period, plus (d) to the extent deducted in determining Excess CashFlow in any previous period under clause (j) below, any amountsreimbursed to any Loan Party by the Sellers under the Related Documents in thecurrent period, plus (e) to the extent not included in determiningConsolidated Net Income for such period, the amount of any tax refunds receivedin cash by or paid in cash to or for the account of Holdings and itsSubsidiaries during such Period, less (f) an amount equal to theaggregate amount of all noncash credits included in determining theConsolidated Net Income for such period, less (g) an amount (whetherpositive or negative) equal to the change in consolidated Current Assets(excluding cash and Cash Equivalents) of the Borrower and its Subsidiariesduring such period, less (h) to the extent not deducted in determiningConsolidated Net Income for such period, an amount equal to the aggregateamount of all Capital Expenditures made in cash by the Borrower and itsSubsidiaries during such period and permitted to be made pursuant to the termsof this Agreement, less (i) an amount equal to the aggregate amount ofall Required Principal Payments

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in respect of Indebtedness permitted under the termsof this Agreement made by the Borrower and its Subsidiaries during such period,and the aggregate principal amount of all mandatory prepayments made pursuantto Section 2.05(b) (other than Section 2.05(b)(i), (iii)or (iv)) during such period (so long as each such mandatory prepaymentresulted in a corresponding permanent commitment reduction pursuant to Section2.06 at the time of such prepayment), less (j) to the extent notdeducted in determining Consolidated Net Income for such period, any amountpaid by the Loan Parties during such period that is reimbursable by the Sellersunder the Related Documents but which has not been so reimbursed as of the endof such period, less (k) an amount equal to the aggregate amount of allCash Distributions paid by the Borrower during such period and permitted to bemade by the terms of this Agreement, less (l) to the extent not deductedin determining Consolidated Net Income for such period, the amount of anyindemnity or purchase price adjustment (including pursuant to Section 2.1(d) ofthe Merger Agreement) paid to the Sellers during such period pursuant to theMerger Agreement (as in effect on the date hereof), less (m) theaggregate amount of payments during such period to repurchase Existing Notes duringsuch period pursuant to Section 7.15(a)(vi) (in an aggregate amount notto exceed $10,000,000 for all such periods).

“***ExcludedTaxes***” means, with respect to the Administrative Agent, anyLender, the L/C Issuer or any other recipient of any payment to be made by oron account of any obligation of the Borrower hereunder, (a) taxes imposed on ormeasured by its overall net income (however denominated), and franchise taxesimposed on it (in lieu of net income taxes), by the jurisdiction (or anypolitical subdivision thereof) under the laws of which such recipient isorganized or in which its principal office is located or, in the case of anyLender, in which its applicable Lending Office is located, (b) any branchprofits taxes imposed by the United States or any similar tax imposed by anyother jurisdiction in which the Borrower is located and (c) in the case of aForeign Lender (other than an assignee pursuant to a request by the Borrowerunder Section 10.06(k)), any withholding tax that is imposed on amountspayable to such Foreign Lender at the time such Foreign Lender becomes a partyhereto (or designates a new Lending Office) or is attributable to such ForeignLender’s failure or inability (other than as a result of a Change in Law) tocomply with Section 3.01(e), except to the extent that such ForeignLender (or its assignor, if any) was entitled, at the time of designation of anew Lending Office (or assignment), to receive additional amounts from theBorrower with respect to such withholding tax pursuant to Section 3.01(a).

“***Existing Facility***” means theCompany’s indebtedness under the Amended and Restated Credit Agreement, datedas of September 23, 2005 (the “***Existing Facility***”),by and among the Company, Antares Capital Corporation and the lenders partythereto.

“***ExistingIndebtedness***” means Indebtedness of each Loan Party and itsSubsidiaries outstanding immediately before the occurrence of the Closing Dateset forth in part (a) of Schedule 5.05.

“***Existing Indenture***” means theCompany’s Indenture dated as of February 18, 2004 with U.S. Bank NationalAssociation, as Trustee.

“***Existing Notes***” means theCompany’s 10% Senior Unsecured Notes due 2012 issued under the ExistingIndenture.

“***Existing Notes RepaymentDate***” means the date on which a majority of the Existing Noteshave been purchased pursuant to the Debt Tender Offer or all the Existing Noteshave been redeemed, repurchased, refinanced or defeased.

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“***Extraordinary Receipt***” means anycash received by or paid to or for the account of any Person not in theordinary course of business, including, without limitation, pension planreversions, proceeds of insurance (other than proceeds of business interruptioninsurance to the extent such proceeds constitute compensation for lostearnings), condemnation awards (and payments in lieu thereof), indemnitypayments and any purchase price adjustments; provided, however, that theterm “Extraordinary Receipt” shall not include cash receipts received fromproceeds of insurance, condemnation awards (or payments in lieu thereof) orindemnity payments to the extent that such proceeds, awards or payments (a) inrespect of loss or damage to equipment, fixed assets or real property, or otherclaims relating thereto, are applied (or in respect of which expenditures werepreviously incurred) to replace, repair or purchase the equipment, fixed assetsor real property in respect of which such proceeds were received in accordance withthe terms of Section 2.05(b)(ii), (b) are received by any Person inrespect of any third party claim against such Person and applied to pay (or toreimburse such Person for its prior payment of) such claim and the costs andexpenses of such Person with respect thereto or (c) in the case of anyindemnity payment or purchase price adjustment, to the extent that suchindemnity payment or purchase price adjustment has not been included indetermining Consolidated Net Income or Excess Cash Flow for such period, do notexceed when taken together with all other indemnity payments or purchase priceadjustments, as the case may be, theretofore received, $1,500,000 in theaggregate; and providedfurther that the term “ExtraordinaryReceipt” shall not include cash receipts received from any GovernmentalAuthority with respect to refunds or reimbursements of Taxes.

“***Facility***” means theTerm Facility, the Revolving Credit Facility, the Swing Line Sublimit or theLetter of Credit Sublimit, as the context may require.

“***FederalFunds Rate***” means, for any period, a fluctuating interest rateper annum equal for each day during such period to the weighted average of therates on overnight Federal funds transactions with members of the FederalReserve System arranged by Federal funds brokers, as published for such day(or, if such day is not a Business Day, for the next preceding Business Day) bythe Federal Reserve Bank of New York, or, if such rate is not so publishedfor any day that is a Business Day, the average of the quotations for such dayfor such transactions received by the Administrative Agent from three Federalfunds brokers of recognized standing selected by it.

“***Fee Letter***”means the letter agreement, dated December 11, 2006, among the Sponsor, theAdministrative Agent and the Arranger.

“***Financial Covenants***”has the meaning specified in Section 7.11(d).

“***Foreign Lender***”means any Lender that is organized under the laws of a jurisdiction other thanthat in which the Borrower is resident for tax purposes.  For purposes of this definition, the UnitedStates, each State thereof and the District of Columbia shall be deemed toconstitute a single jurisdiction.

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

“***Fund***” meansany Person (other than a natural person) that is (or will be) engaged inmaking, purchasing, holding or otherwise investing in commercial loans andsimilar extensions of credit in the ordinary course.

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“***Funded Debt***” of anyPerson means Indebtedness in respect of the Credit Extensions, in the case ofthe Borrower, and all other Indebtedness of such Person that by its termsmatures more than one year after the date of creation or matures within oneyear from such date but is renewable or extendible, at the option of suchPerson, to a date more than one year after such date or arises under arevolving credit or similar agreement that obligates the lender or lenders toextend credit during a period of more than one year after such date.

“***GAAP***” meansgenerally accepted accounting principles in the United States set forth in theopinions and pronouncements of the Accounting Principles Board and the AmericanInstitute of Certified Public Accountants and statements and pronouncements ofthe Financial Accounting Standards Board that are applicable to thecircumstances as of the date of determination, consistently applied.

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

“***Granting Lender***”has the meaning specified in Section 10.06(i).

“***Guarantee***”means, as to any Person, (a) any obligation, contingent or otherwise, of suchPerson guaranteeing or having the economic effect of guaranteeing anyIndebtedness payable by another Person (the “***primaryobligor***”) in any manner, whether directly or indirectly, andincluding any obligation of such Person, direct or indirect, (i) to purchase orpay (or advance or supply funds for the purchase or payment of) suchIndebtedness, (ii) to purchase or lease property, securities or services forthe purpose of assuring the obligee in respect of such Indebtedness of thepayment of such Indebtedness, (iii) to maintain working capital, equity capitalor any other financial statement condition or liquidity or level of income orcash flow of the primary obligor so as to enable the primary obligor to paysuch Indebtedness, or (iv) entered into for the purpose of assuring in anyother manner the obligee in respect of such Indebtedness of the payment thereofor to protect such obligee against loss in respect thereof (in whole or inpart), or (b) any Lien on any assets of such Person securing any Indebtednessof any other Person, whether or not such Indebtedness is assumed by such Person(or any right, contingent or otherwise, of any holder of such Indebtedness toobtain any such Lien).  The amount of anyGuarantee at any time shall be deemed to be an amount then equal to the statedor 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 determinedby the guaranteeing Person in good faith; provided that, in the case ofany Guarantee of the type set forth in clause (b) above, ifrecourse to such Person for such Indebtedness is limited to the assets subjectto such Lien, then such Guarantee shall be a Guarantee hereunder solely to theextent of the lesser of (i) the amount of the Indebtedness secured by suchLien and (ii) the value of the assets subject to such Lien.  The term “***Guarantee***”as a verb has a corresponding meaning.

“***Guaranties***”means the Holdings Guaranty and the Subsidiary Guaranty.

“***Guarantors***”means, collectively, Holdings and the Subsidiary Guarantors.

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“***Hazardous Materials***”means all explosive or radioactive substances or wastes and all hazardous ortoxic substances, wastes or other pollutants, including petroleum or petroleumdistillates, asbestos or asbestos-containing materials, toxic mold,polychlorinated biphenyls, radon gas, hazardous wastes and all othersubstances, wastes and materials that are considered or deemed to be, orregulated as, hazardous or toxic under applicable Environmental Law.

“***Hedge Bank***” means anyPerson that is the Arranger, the Administrative Agent or a Lender or anAffiliate of any of the foregoing (or was an Affiliate of any of the foregoingat the time any of the foregoing was a party to this Agreement), in itscapacity as a party to a Secured Hedge Agreement.

“***Holdings***” has themeaning specified in the Preliminary Statements hereto.

“***Holdings******Guaranty***” means the Guarantymade by Holdings in favor of the Administrative Agent on behalf of the Lenders,substantially in the form of Exhibit F-1.

“***Incremental TermCommitment Amendment***” has the meaning specified in Section2.14(e).

“***Indebtedness***”means, as to any Person at a particular time, without duplication, all of thefollowing, whether or not included as indebtedness or liabilities in accordancewith GAAP:

(a)           all obligations of such Person for borrowed money andall obligations of such Person evidenced by bonds, debentures, notes, loanagreements or other similar instruments;

(b)           the maximum amount of all direct or contingentobligations of such Person arising under letters of credit (including standbyand commercial), bankers’ acceptances, bank guaranties, surety bonds andsimilar instruments;

(c)           net obligations of such Person on a marked-to-marketbasis under any Swap Contract;

(d)           all obligations of such Person to pay the deferredpurchase price of property or services (other than trade accounts payable andother accrued expenses in the ordinary course of business which are notoutstanding for more than 75 days after the same are billed or invoiced or 135days after the same are created);

(e)           indebtedness (excluding prepaid interest thereon)secured by a Lien on property owned or being purchased by such Person(including indebtedness arising under conditional sales or other titleretention agreements); provided that if such indebtedness shall not havebeen assumed by such Person and is otherwise non-recourse to such Person, theamount of such obligation treated as Indebtedness shall not exceed the value ofsuch property securing such obligations;

(f)            all Attributable Indebtedness;

(g)           all obligations of such Person to purchase, redeem,retire, defease or otherwise make any payment (other than any payment madesolely with common Equity Interests or Qualified Preferred Equity Interests ofsuch Person) in respect of (i) any Equity Interests in such Person or any otherPerson or (ii) any warrants, rights or options

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to acquire such EquityInterests, in either case valued, in the case of redeemable preferredinterests, at its liquidation preference; and

(h)           all Guarantees of such Person in respect of any of theforegoing.

For all purposes hereof, the Indebtedness of anyPerson shall include the Indebtedness of any partnership or joint venture(other than a joint venture that is itself a corporation or limited liabilitycompany) in which such Person is a general partner or a joint venturer, exceptto the extent that such Indebtedness is expressly made non-recourse to suchPerson.  The amount of any net obligationunder any Swap Contract on any date shall be deemed to be the Swap TerminationValue thereof as of such date.

“***Indemnified Costs***”has the meaning specified in Section 9.05(a).

“***Indemnified Taxes”***means Taxesother than Excluded Taxes.

“***Indemnitee***”has the meaning specified in Section 10.04(b).

“***Information***”has the meaning specified in Section 10.07.

“***InformationMemorandum***” means the information memorandum to be used by theArranger in connection with the syndication of the Commitments and the Loans.

“***Initial First Lien TermAdvance***” means the first $10,000,000 in Term Loans advanced hereunder.

“***Intellectual PropertySecurity Agreement***” means an intellectual property securityagreement, substantially in the form of Exhibit C to the SecurityAgreement, together with each other intellectual property security agreementand IP Security Agreement Supplement delivered pursuant to Section 6.12,in each case as amended, restated, supplemented or otherwise modified from timeto time.

“***IntercreditorAgreement***” means an Intercreditor Agreement, in form andsubstance satisfactory to the Administrative Agent, among the Collateral Agent,the “Collateral Agent” referred to in the Second Lien Credit Agreement, theBorrower and the other Grantors party thereto.

“***Interest Payment Date***”means, (a) as to any Loan other than a Base Rate Loan, the last day of eachInterest Period applicable to such Loan and the Maturity Date of the Facilityunder which such Loan was made; provided, however, that if anyInterest Period for a Eurodollar Rate Loan exceeds three months, the respectivedates that fall every three months after the beginning of such Interest Periodshall also be Interest Payment Dates; and (b) as to any Base Rate Loan(including a Swing Line Loan), the last****BusinessDay of each March, June, September and December****and the Maturity Date of the Facility under which such Loanwas made, with the first such Interest Payment Date being the last Business Dayof March 2007.

“***Interest Period***”means, as to each Eurodollar Rate Loan, the period commencing on the date suchEurodollar Rate Loan is disbursed or converted to or continued as a EurodollarRate Loan and ending on the date one, two, three or six months thereafter, asselected by the Borrower in its Committed Loan Notice, or nine or twelve monthsthereafter if requested by the Borrower

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in its Committed Loan Notice and so long as at suchtime nine-month or twelve-month periods (as the case may be) are available toall the Lenders; provided that:

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

##### (i)            any Interest Periodthat begins on the last Business Day of a calendar month (or on a day for whichthere is no numerically corresponding day in the calendar month at the end ofsuch Interest Period) shall end on the last Business Day of the calendar monthat the end of such Interest Period; and

(iii)          no Interest Period shall extend beyond the MaturityDate of the Facility under which such Loan was made.

“***Investment***”means, as to any Person, any direct or indirect acquisition or investment bysuch Person, whether by means of (a) the purchase or other acquisition ofEquity Interests or debt of another Person, (b) a loan, advance or capitalcontribution to, Guarantee or assumption of debt of, or purchase or otheracquisition of any other debt or equity participation or interest in, anotherPerson, including any partnership or joint venture interest in such otherPerson and any arrangement pursuant to which the investor incurs debt of thetype referred to in clause (h) of the definition of “Indebtedness” setforth in this Section 1.01 in respect of such Person, or (c) thepurchase or other acquisition (in one transaction or a series of transactions)of assets of another Person that constitute a business unit of, or all of asubstantial part of the business being conducted by, such Person.  For purposes of covenant compliance, theamount of any Investment shall be the amount actually invested, withoutadjustment for subsequent increases or decreases in the value of such Investment.

“***Investors***”means, collectively, (a) the Sponsor, (b) the shareholders of Holdings on theClosing Date identified in Schedule 5.13 and (c) such other Persons whobecome shareholders of Holdings from time to time after the Closing Date uponnotice to the Administrative Agent.

“***IP Rights***” hasthe meaning specified in Section 5.16.

“***IP Security AgreementSupplement***” has the meaning specified in Section 1(g)(vi) of the SecurityAgreement.

“***IRS***” meansthe United States Internal Revenue Service.

“***ISDA Master Agreement***” means theMaster Agreement (Multicurrency-Cross Border) published by the InternationalSwap and Derivatives Association, Inc., as in effect from time to time.

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

“***Laws***”means, collectively, all international, foreign, Federal, state and localstatutes, treaties, rules, guidelines, regulations, ordinances, codes andadministrative or judicial precedents or authorities, including theinterpretation or administration thereof by any Governmental

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Authority charged with the enforcement, interpretationor administration thereof, and all applicable administrative orders, directedduties, requests, licenses, authorizations and permits of, and agreements with,any Governmental Authority, in each case whether or not having the force oflaw.

“***L/C Advance***”means an advance made by the L/C Issuer or any Revolving Credit Lender pursuantto Section 2.03(c).

“***L/C Borrowing***”means an extension of credit resulting from a drawing under any Letter ofCredit which has not been reimbursed on the date when made or refinanced as aRevolving Credit Borrowing.

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

“***L/CDisbursement***” shall mean a payment or disbursement made by theL/C Issuer pursuant to a Letter of Credit.

“***L/C Issuer***”means Credit Suisse in its capacity as issuer of Letters of Credit hereunder,any successor issuer of Letters of Credit hereunder and any other Lender thatis approved by the Borrower and the Administrative Agent to issue Letters ofCredit.  The term “L/C Issuer” shall meanthe applicable issuer of the relevant Letters of Credit as the context mayrequire.

“***L/C Obligations***”means, as at any date of determination, the aggregate undrawn amount of alloutstanding Letters of Credit plus the aggregate of all UnreimbursedAmounts, including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination aLetter of Credit has expired by its terms but any amount may still be drawn thereunderby reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shallbe deemed to be “outstanding” in the amount so remaining available to be drawn.

“***L/CRelated Documents***” has the meaning specified in Section2.03(c).

“***Lender***” hasthe meaning specified in the introductory paragraph hereto and, as the contextrequires, includes the Swing Line Lender.

“***Lending Office***”means, as to any Lender, the office or offices of such Lender described as suchin such Lender’s Administrative Questionnaire, or such other office or officesas a Lender may from time to time notify the Borrower and the AdministrativeAgent.

“***Letter of Credit***”means any standby letter of credit issued hereunder.

“***Letter of CreditApplication***” means, in the case where Credit Suisse is the L/CIssuer, an application and agreement for the issuance or amendment of a Letterof Credit in substantially the form of Exhibit J hereto, and in the caseof an L/C Issuer other than Credit Suisse, an application and agreement for theissuance or amendment of a Letter of Credit in substantially the form of ExhibitJ hereto or such other form as may be agreed between the Borrower and suchL/C Issuer.

“***Letterof Credit Fee***” has the meaning specified in Section2.03(h)(i).

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“***Letter of Credit Sublimit***”means an amount equal to $10,000,000. The Letter of Credit Sublimit is part of, and not in addition to, theRevolving Credit Facility.

“***Lien***” meansany mortgage, pledge, hypothecation, collateral assignment, depositarrangement, encumbrance, lien (statutory or other) or charge or preference orpriority over assets or other security interest or preferential arrangement inthe nature of a security interest of any kind or nature whatsoever (includingany conditional sale or other title retention agreement, any easement, right ofway or other encumbrance on title to real property, and any financing leasehaving substantially the same economic effect as any of the foregoing).

“***Loan***” meansan extension of credit by a Lender to the Borrower under Article II inthe form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“***Loan Documents***”means, collectively, (a) for purposes of this Agreement and the Notes, if any,and any amendment, restatement, supplement or other modification hereof orthereof and for all other purposes other than for purposes of the Guarantiesand the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii)the Guaranties, (iv) the Collateral Documents, (v) the Fee Letter, (vi) eachL/C Related Document, (vii) the Intercreditor Agreement, (viii) the AssumptionAgreement, and (ix) the Commitment Letter, and (b) for purposes of theGuaranties and the Collateral Documents, (i) this Agreement, (ii) the Notes,(iii) the Guaranties, (iv) the Collateral Documents, (v) each L/C RelatedDocument, (vi) the Fee Letter, (vii) each Secured Hedge Agreement, (viii)the Intercreditor Agreement, (ix) the Assumption Agreement, and (x) theCommitment Letter.

“***Loan Parties***”means, collectively, the Borrower and each Guarantor.

“***Management Agreement***”means the Advisory Services Agreement****dated as ofJanuary 9, 2007 between Holdings and the Sponsor.

“***Material Adverse Effect***”means (a) the occurrence of an event or condition that has had, or wouldreasonably be expected to have a material adverse change in, or a materialadverse effect upon, the business, operations or financial condition of theBorrower and its Subsidiaries taken as a whole or Holdings and its Subsidiariestaken as a whole; or (b) a material impairment of the rights and remedies ofany Agent or any Lender under any Loan Document, or of the ability of any LoanParty to perform its obligations under any Loan Document to which it is aparty.

“***Maturity Date***”means (a) with respect to the Revolving Credit Facility, the earlier of (i) thesixth anniversary of the Closing Date and (ii) the date of termination in wholeof the Revolving Credit Commitments, the Letter of Credit Commitments and theSwing Line Commitments pursuant to Section 2.06 or 8.02or the acceleration of the Revolving Credit Loans or the Swing Line Loanspursuant to Section 8.02, and (b) with respect to the Term Facility, theearlier of (i) the sixth anniversary of the Closing Date and (ii) the date ofthe acceleration of the Term Loans pursuant to Section 8.02.

“***Maximum Rate***”has the meaning specified in Section 10.09.

“***Merger***” hasthe meaning specified in the preliminary statements to this Agreement.

“***Merger Agreement***” has themeaning specified in the Preliminary Statements to this Agreement.

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“***Mergerco***”has the meaning specified in the introductory paragraph hereto.

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

“***Mortgage Policy***” has themeaning specified in Section 6.21.

“***Mortgaged Properties***”has the meaning specified in Section 6.21.

“***Mortgages***” means,collectively, each mortgage or similar document delivered pursuant to Section6.21, as amended.

“***Multiemployer Plan***”means any employee benefit plan of the type described inSection 4001(a)(3) of ERISA, to which any Loan Party or any ERISAAffiliate makes or is obligated to make contributions, or during the precedingfive plan years, has made or been obligated to make contributions.

“***Net Cash Proceeds***”means:

(a)           with respect to any Disposition by any Loan Party orany of its Subsidiaries, or any Extraordinary Receipt received or paid to theaccount of any Loan Party or any of its Subsidiaries, the excess, if any, of(i) the sum of cash and Cash Equivalents received in connection with suchtransaction (including any cash or Cash Equivalents received by way of deferredpayment pursuant to, or by monetization of, a note receivable or otherwise, butonly as and when so received) over (ii) the sum of (A) the principal amount ofany Indebtedness that is secured by the applicable asset and that is, or isrequired to be, repaid in connection with such transaction (other thanIndebtedness under the Loan Documents), (B) the reasonable out-of-pocket feesand expenses incurred by any Loan Party or such Subsidiary in connection withsuch transaction, (C) taxes reasonably estimated to be actually payable withinone year of the date of the relevant transaction as a result of any gainrecognized in connection therewith; provided that any such estimatedtaxes not actually due or payable by the end of such one-year period shallconstitute Net Cash Proceeds upon the earlier of the date that such taxes aredetermined not to be actually payable and the end of such one-year period, and(D) reasonable reserves in accordance with GAAP for any liabilities orindemnification payments (fixed or contingent) attributable to seller’sindemnities and representations and warranties to purchasers in respect of suchDisposition undertaken by Holdings or any of its Subsidiaries in connectionwith such Disposition, provided that to the extent that any such amountceases to be so reserved, the amount thereof shall be deemed to be Net CashProceeds of such Disposition at such time; and

(b)           with respect to the sale or issuance of any EquityInterest by any Loan Party or any of its Subsidiaries, or the incurrence orissuance of any Indebtedness by any Loan Party or any of its Subsidiaries, theexcess of (i) the sum of the cash and Cash Equivalents received in connectionwith such transaction over (ii) the underwriting discounts and commissions, andother reasonable out-of-pocket fees and expenses, incurred by Holdings, theBorrower or such Subsidiary in connection therewith; provided that “NetCash Proceeds” shall not include the cash proceeds of any issuance of EquityInterests to the Investors or their Affiliates by Holdings to the extent thatthe net proceeds thereof shall have been used by the Borrower and itsSubsidiaries to make Permitted Investments or are returned to such Investors orAffiliates pursuant to Section 7.06(i).

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“***Non-FinancialEntity***” has the meaning specified in Section 10.06(b).

“***Note***” meansa Term Note or a Revolving Credit Note, as the context may require.

“***Noticeof Issuance***” has the meaning specified in Section 2.03(b).

“***Noticeof Renewal***” has the meaning specified in Section 2.03(a).

“***Noticeof Termination***” has the meaning specified in Section 2.03(a).

“***NPL***” means theNational Priorities List under CERCLA.

“***Obligations***”means all advances to, and debts, liabilities, obligations, covenants andduties of, any Loan Party arising under any Loan Document or otherwise withrespect to any Loan or Letter of Credit, whether direct or indirect (includingthose acquired by assumption), absolute or contingent, due or to become due,now existing or hereafter arising and including interest and fees that accrueafter the commencement by or against any Loan Party or any Affiliate thereof ofany proceeding under any Debtor Relief Laws naming such Person as the debtor insuch proceeding, regardless of whether such interest and fees are allowedclaims in such proceeding. Without limiting the generality of the foregoing,the Obligations of the Loan Parties under the Loan Documents include (a) theobligation to pay principal, interest, Letter of Credit commissions, charges,expenses, fees, attorneys’ fees and disbursements, indemnities and otheramounts payable by any Loan Party under any Loan Document (including anySecured Hedge Agreement) and (b) the obligation of any Loan Party toreimburse any amount in respect of any obligation described in clause (a)that any Lender, in its sole discretion to the extent not expressly prohibitedby the Loan Documents, may elect to pay or advance on behalf of such LoanParty.

“***Off-Balance SheetLiabilities***” means, with respect to any Person as of any date ofdetermination thereof, without duplication and to the extent not included as aliability on the consolidated balance sheet of such Person and its Subsidiariesin accordance with GAAP:  (a) withrespect to any asset securitization transaction (including any accountsreceivable purchase facility) (i) the unrecovered investment of purchasers ortransferees of assets so transferred and (ii) any other payment, recourse,repurchase, hold harmless, indemnity or similar obligation of such Person orany of its Subsidiaries in respect of assets transferred or payments made inrespect thereof, other than limited recourse provisions that are customary fortransactions of such type and that neither (A) have the effect of limiting theloss or credit risk of such purchasers or transferees with respect to paymentor performance by the obligors of the assets so transferred nor (B) impair thecharacterization of the transaction as a true sale under applicable Laws(including Debtor Relief Laws); (b) the monetary obligations under anyfinancing lease or so-called “synthetic,” tax retention or off-balance sheetlease transaction which, upon the application of any Debtor Relief Law to suchPerson or any of its Subsidiaries, would be characterized as indebtedness; or(c) the monetary obligations under any sale and leaseback transaction whichdoes not create a liability on the consolidated balance sheet of such Personand its Subsidiaries.

“***Offer to Purchase***”means the Offer to Purchase and Consent Solicitation Statement dated December11, 2006 for the purchase by Mergerco of the Existing Notes (as in effect onthe date hereof).

“***Organization Documents***”means, (a) with respect to any corporation, the certificate or articles ofincorporation and the bylaws (or equivalent or comparable constitutivedocuments with

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respect to any non-U.S. jurisdiction); (b) withrespect to any limited liability company, the certificate or articles offormation or organization and operating agreement; and (c) with respect to anypartnership, joint venture, trust or other form of business entity, thepartnership, joint venture or other applicable agreement of formation ororganization and any agreement, instrument, filing or notice with respectthereto filed in connection with its formation or organization with theapplicable Governmental Authority in the jurisdiction of its formation ororganization and, if applicable, any certificate or articles of formation ororganization of such entity.

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

“***Outstanding Amount***”means (a) with respect to Term Loans, Revolving Credit Loans and Swing LineLoans on any date, the aggregate outstanding principal amount thereof aftergiving effect to any borrowings and prepayments or repayments of Term Loans,Revolving Credit Loans and Swing Line Loans, as the case may be, occurring onsuch date; and (b) with respect to any L/C Obligations on any date, the amountof such L/C Obligations on such date after giving effect to any L/C CreditExtension occurring on such date and any other changes in the aggregate amountof the L/C Obligations as of such date, including as a result of anyreimbursements by the Borrower of Unreimbursed Amounts.

“***Participant***”has the meaning specified in Section 10.06(d).

“***Patriot Act***”has the meaning set forth in Section 10.14.

“***PBGC***” meansthe Pension Benefit Guaranty Corporation.

“***Pension Plan***”means any “employee pension benefit plan” (as such term is defined in Section3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV ofERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliateor to which any Loan Party or any ERISA Affiliate contributes or has anobligation to contribute, or in the case of a multiple employer or other plandescribed in Section 4064(a) of ERISA, has made contributions at any timeduring the immediately preceding five plan years.

“***PermittedAcquisition***” means the purchase or other acquisition by theBorrower or any of its Subsidiaries of all of the Equity Interests in, or allor substantially all of the property and assets of, any Person that, upon theconsummation thereof, will be wholly owned directly by the Borrower or one ormore of its wholly owned Subsidiaries (including, without limitation, as aresult of a merger or consolidation or the purchase or other acquisition of allor a substantial portion of the property and assets of a Person); providedthat, with respect to each such purchase or other acquisition:  (a) any such newly created or acquiredDomestic Subsidiary shall be a Loan Party and comply with the requirements of Section6.12; (b) the lines of business of the Person to be (or the property andassets of which are to be) so purchased or otherwise acquired shall besubstantially the same lines of business as one or more of the principalbusinesses of the Borrower and its Subsidiaries in the ordinary course or linesof business not prohibited by Section 7.07 of this Agreement; (c) suchpurchase or other acquisition shall not include or result in any contingentliabilities that could reasonably be expected to have a material adverse effecton the business, financial condition or operations of the Borrower and itsSubsidiaries, taken as a whole (as determined in good faith by the board ofdirectors (or the persons performing similar

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functions) of the Borrower or such Subsidiary if theboard of directors is otherwise approving such transaction and, in each othercase, by a Responsible Officer); (d) immediately before and immediatelyafter giving proforma effect to any such purchase or otheracquisition, (i) no Default shall have occurred and be continuing and (ii) theBorrower and its Subsidiaries shall be in proforma compliancewith all of the covenants set forth in Section 7.11; (e) the boardof directors of such acquired Person or its selling shareholders in existenceat the time such purchase or acquisition is commenced shall have approved suchpurchase or other acquisition; (f) the aggregate consideration paid or payableby or on behalf of the Borrower and its Subsidiaries in connection with suchpurchase or other acquisition (including both cash and non-cash consideration(other than capital stock of Holdings) and the amount of any debt assumed oracquired by the Borrower and its Subsidiaries in connection therewith) shallnot exceed $50,000,000; and (g) such Loan Party shall have delivered tothe Administrative Agent, on behalf of the Lenders, at least five Business Days(or a shorter period approved by the Administrative Agent) prior to the date onwhich any such purchase or other acquisition is to be consummated, acertificate of a Responsible Officer, in form and substance reasonablysatisfactory to the Administrative Agent, certifying that all of therequirements set forth in clauses (a) - (g) and in Section7.03(i) have been satisfied or will be satisfied on or prior to theconsummation of such purchase or other acquisition.

“***Permitted Encumbrances***” has themeaning specified in the Mortgages.

“***PermittedInvestments***” means (a) Permitted Acquisitions permitted under Section7.03(i), (b) Capital Expenditures made in accordance with Section 7.11and (c) the redemption or repurchase of Equity Interests in Holdings fromformer members of management employees of the Borrower.

“***PermittedLiens***” means Liens permitted under Section 7.01 of thisAgreement.

“***Person***”means any natural person, corporation, limited liability company, trust(including a business trust), joint venture, association, company, partnership,Governmental Authority or other entity.

“***Plan***” meansany “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)established by any Loan Party or, with respect to any such plan that is subjectto Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“***Pledged Debt***” has themeaning specified in Section 1(d)(iv) of the Security Agreement.

“***Pledged Interests***” has themeaning specified in Section 1(d)(iii) of the Security Agreement.

“***Public Indebtedness***”means****any Indebtedness consisting ofsecurities that (a) are listed, quoted or traded on a recognized exchange ormarket, including any market for securities eligible for resale pursuant toRule 144A under the Securities Act of 1933, as amended, and (b) are issued orsold by means of a prospectus, offering memorandum (other than an informationmemorandum of the type used in bank syndications) or similar document typicallyused in connection with road show presentations for similar securities.

“***Qualified Preferred EquityInterests***” means preferred Equity Interests that (a) have no mandatoryredemption feature exercisable on a date earlier than 180 days after theMaturity Date, (b) have no requirements for the payment of dividends or otherdistributions in cash on a date

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earlier than 180 days after the Maturity Date and (c)contain covenants, if any, no more restrictive than those customarily found ina high-yield debt offering.

“***QualifyingIPO***” means the issuance by Holdings of its common EquityInterests in an underwritten primary public offering (other than a publicoffering pursuant to a registration statement on Form S-8) pursuant to aneffective registration statement filed with the SEC in accordance with theSecurities Act (whether alone or in connection with a secondary publicoffering).

“***Register***”has the meaning specified in Section 10.06(c).

“***RelatedDocuments***” means (i) the Merger Agreement and all other materialdocuments executed pursuant to the Merger Agreement and (ii) the ManagementAgreement.

“***RelatedParties***” means, with respect to any Person, such Person’sAffiliates and the partners, directors, officers, employees, agents, trustees,attorneys and advisors of such Person and of such Person’s Affiliates.

“***Reportable Event***”means any of the events set forth in Section 4043(c) of ERISA, other thanevents for which the 30-day notice period has been waived.

“***Request for CreditExtension***” means (a) with respect to a Borrowing, conversion orcontinuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice,(b) with respect to an L/C Credit Extension, a Letter of Credit Application,and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“***Required Lenders***”means, as of any date of determination, Lenders having more than 50% of the sumof the (a) Total Outstandings (with the aggregate amount of each Lender’s riskparticipation and funded participation in L/C Obligations and Swing Line Loansbeing deemed “held” by such Lender for purposes of this definition), (b)aggregate unused Term Commitments and (c) aggregate unused Revolving CreditCommitments; provided that the unused Term Commitment and the unusedRevolving Credit Commitment of, and the portion of the Total Outstandings heldor deemed held by, any Defaulting Lender shall be excluded for purposes ofmaking a determination of Required Lenders.

“***Required PrincipalPayments***” means, with respect to any Person for any period, the sum ofall regularly scheduled principal payments or redemptions of outstanding FundedDebt made during such period.

“***RequiredRevolving Credit Lenders***” means, as of any date ofdetermination, Revolving Credit Lenders owed or holding at least a majority ininterest of the sum of (a) the aggregate principal amount of the RevolvingCredit Loans outstanding at such time, (b) the Outstanding Amount of allL/C Obligations at such time and (c) the aggregate unused Revolving CreditCommitments at such time; provided, however, that the unusedRevolving Credit Commitment of, the aggregate principal amount of the RevolvingCredit Loans outstanding and owing to, and the Applicable Percentage of theOutstanding Amount of all L/C Obligations of, any Defaulting Lender shall beexcluded for purposes of making a determination of Required Revolving CreditLenders.

“***RequiredTerm Lenders***” means, as of any date of determination, TermLenders owed or holding at least a majority in interest of the sum of(a) the aggregate principal amount of the

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Term Loans outstanding at such time, and (b) theaggregate unused Term Commitments at such time; provided, however,that the unused Term Commitment of, the aggregate principal amount of the TermLoans outstanding and owing to, any Defaulting Lender shall be excluded forpurposes of making a determination of Required Term Lenders.

“***Responsible Officer***”means the chief executive officer, president, chief financial officer, vicepresident of finance, treasurer, assistant treasurer, secretary or assistantsecretary of a Loan Party.  Any documentdelivered hereunder that is signed by a Responsible Officer of a Loan Partyshall be conclusively presumed to have been authorized by all necessarycorporate, partnership and/or other action on the part of such Loan Party andsuch Responsible Officer shall be conclusively presumed to have acted on behalfof such Loan Party.

“***Restricted Payment***”means any dividend or other distribution (whether in cash, securities or otherproperty) with respect to any capital stock or other Equity Interest of theBorrower or any of its Subsidiaries, or any payment (whether in cash,securities or other property), including any sinking fund or similar deposit,on account of the purchase, redemption, retirement, defeasance, acquisition,cancellation or termination of any such capital stock or other Equity Interest,or on account of any return of capital to the Borrower’s stockholders, partnersor members (or the equivalent of any thereof), or on account of any option,warrant or other right to acquire any such dividend or other distribution orpayment.

“***Revolving Credit Borrowing***”means a borrowing consisting of simultaneous Revolving Credit Loans of the sameType and, in the case of Eurodollar Rate Loans, having the same Interest Periodmade by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“***Revolving CreditCommitment***” means, as to each Revolving Credit Lender, itsobligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section2.01(b), (b) purchase participations in L/C Obligations, and (c) purchaseparticipations in Swing Line Loans, in an aggregate principal amount at any onetime outstanding not to exceed the amount set forth opposite such Lender’s nameon Schedule 2.01 under the caption “Revolving Credit Commitment” or inthe Assignment and Assumption pursuant to which such Lender becomes a partyhereto, as applicable, as such amount may be adjusted from time to time inaccordance with this Agreement.

“***Revolving Credit Facility***”means, at any time, the aggregate amount of the Revolving Credit Lenders’Revolving Credit Commitments at such time.

“***Revolving Credit Lender***”means, at any time, any Lender that has a Revolving Credit Commitment at suchtime.

“***Revolving Credit Loan***”has the meaning specified in Section 2.01(b).

“***Revolving Credit Note***” means apromissory note of the Borrower payable to the order of any Revolving CreditLender, in substantially the form of Exhibit C-2 hereto, evidencingthe aggregate indebtedness of the Borrower to such Revolving Credit Lenderresulting from the Revolving Credit Loans made by such Revolving Credit Lender.

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

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“***SEC***” meansthe Securities and Exchange Commission, or any Governmental Authoritysucceeding to any of its principal functions.

“***SecondLien Credit Agreement***” means a Second Lien Credit Agreement, inform and substance satisfactory to the Administrative Agent, among the Company,as borrower, the lenders, agents and arranger party thereto, and Credit Suisse,as administrative agent, providing for second lien loans in an aggregate amountnot to exceed $64,000,000.

“***SecondLien Loan Documents***” means the “Loan Documents” as defined inthe Second Lien Credit Agreement.

“***Secured Hedge Agreement***” means anyinterest rate Swap Contract required or permitted under Article VI or VIIthat is entered into by and between the Borrower and any Hedge Bank.

“***Secured Obligations***” has themeaning specified in Section 2 of the Security Agreement.

“***Secured Parties***” means,collectively, the Agents, the Arranger, the Lenders, each L/C Issuer and theHedge Banks.

“***Security Agreement***” means asecurity agreement substantially in the form of Exhibit G hereto,together with each other security agreement and Security Agreement Supplementdelivered pursuant to Section 6.12, in each case as amended.

“***Security AgreementSupplement***” has the meaning specified in Section 24(b) of the SecurityAgreement.

“***Sellers***”means the Stockholders of the Company prior to the Merger.

“***Solvent***”and “***Solvency***” mean, with respect to any Person onany date of determination, that on such date (a) the fair value of theproperty of such Person is greater than the total amount of liabilities,including, without limitation, contingent liabilities, of such Person,(b) the present fair salable value of the assets of such Person is notless than the amount that will be required to pay the probable liability of suchPerson on its debts as they become absolute and matured, (c) such Persondoes not intend to, and does not believe that it will, incur debts orliabilities beyond such Person’s ability to pay such debts and liabilities asthey mature and (d) such Person is not engaged in business or atransaction, and is not about to engage in business or a transaction, for whichsuch Person’s property would constitute unreasonably small capital.  The amount of contingent liabilities at anytime shall be computed as the amount that, in the light of all the facts andcircumstances existing at such time, represents the amount that can reasonablybe expected to become an actual or matured liability.

“***Specified Pro FormaAdjustments***” means the adjustments set forth on Schedule1.01(a).

“***Sponsor***”means Olympus Growth Fund IV, L.P., a Delaware limited partnership (“Olympus”),Olympus Executive Fund L.P., Olympus Co-Invest Fund IV L.P., any other fundmanaged by Olympus Advisory Partners, Inc., and any funds controlled by or undercommon control with Olympus.

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“***Subsidiary***”of a Person means a corporation, partnership, limited liability company orother business entity of which a majority of the shares of securities or otherinterests having ordinary voting power for the election of directors or othergoverning body (other than securities or interests having such power only byreason of the happening of a contingency) are at the time beneficially owned,directly or indirectly, through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all referencesherein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary orSubsidiaries of the Borrower.

“***SubsidiaryGuarantors***” means the Domestic Subsidiaries of the Borrowerlisted on Schedule I and each other Subsidiary of the Borrower thatshall be required to execute and deliver a guaranty or guaranty supplementpursuant to Section 6.12.

“***Subsidiary******Guaranty***” means theSubsidiary Guaranty made by the Subsidiary Guarantors in favor of theAdministrative Agent on behalf of the Lenders, substantially in the form of ExhibitF-2, together with each other guaranty and guaranty supplement deliveredpursuant to Section 6.12.

“***SurvivingIndebtedness***” means the Indebtedness of each Loan Party and itsSubsidiaries outstanding immediately before and after giving effect to theoccurrence of the Closing Date and described in part (b) of Schedule5.05 hereto.

“***Swap Contract***”means (a) any and all rate swap transactions, basis swaps, credit derivativetransactions, forward rate transactions, commodity swaps, commodity options,forward commodity contracts, equity or equity index swaps or options, bond orbond price or bond index swaps or options or forward bond or forward bond priceor forward bond index transactions, interest rate options, forward foreignexchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swaptransactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any optionsto enter into any of the foregoing), whether or not any such transaction isgoverned by or subject to any master agreement, and (b) any and alltransactions of any kind, and the related confirmations, which are subject tothe terms and conditions of, or governed by, any form of ISDA Master Agreement,including any such obligations or liabilities under any ISDA Master Agreement.

“***Swap Termination Value***”means, in respect of any one or more Swap Contracts, after taking into accountthe effect of any legally enforceable netting agreement relating to such SwapContracts, (a) for any date on or after the date such Swap Contracts have beenclosed out and termination value(s) determined in accordance therewith, suchtermination 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 SwapContracts, as determined based upon one or more mid-market or other readilyavailable quotations provided by any recognized dealer in such Swap Contracts(which may include a Lender or any Affiliate of a Lender).

“***Swing Line***”means the revolving credit facility made available by the Swing Line Lenderpursuant to Section 2.04.

“***Swing Line Borrowing***”means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“***SwingLine Lender***” means Credit Suisse in its capacity as provider ofSwing Line Loans, or any successor swing line lender hereunder.

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“***Swing Line Loan***”has the meaning specified in Section 2.04(a).

“***Swing Line Loan Notice***”means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),which, if in writing, shall be substantially in the form of Exhibit B.

“***Swing Line Sublimit***”means an amount equal to the lesser of (a) $5,000,000 and (b) the RevolvingCredit Commitments.  The Swing LineSublimit is part of, and not in addition to, the Revolving Credit Commitments.

“***Synthetic Lease Obligation***”means the monetary obligation of a Person under (a) a so-calledsynthetic, off-balance sheet or tax retention lease, or (b) an agreement forthe use or possession of property creating obligations that do not appear onthe balance sheet of such Person but which, upon the insolvency or bankruptcy ofsuch Person, would be characterized as the indebtedness of such Person (withoutregard to accounting treatment).

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

“***Term Borrowing***”means a borrowing consisting of simultaneous Term Loans of the same Type and,in the case of Eurodollar Rate Loans, having the same Interest Period made byeach of the Term Lenders pursuant to Section 2.01(a).

“***Term Commitment***”means, as to each Term Lender, its obligation to make Term Loans to theBorrower pursuant to Section 2.01(a) in an aggregate principal amountnot to exceed the amount set forth opposite such Lender’s name on Schedule2.01 under the caption “Term Commitment” or in the Assignment andAssumption pursuant to which such Lender becomes a party hereto, as applicable,as such amount may be adjusted from time to time in accordance with thisAgreement.

“***Term Commitment Increase***”has the meaning specified in Section 2.14(a).

“***Term Facility***”means, at any time, the aggregate Term Commitments or Term Loans, asapplicable, of all Lenders at such time.

“***Term Increase EffectiveDate***” has the meaning specified in Section 2.14(d).

“***Term Lender***”means, at any time, any Lender that has a Term Commitment or Term Loan, asapplicable, at such time.

“***Term Loan***”means an advance made by any Lender under the Term Facility.

“***Term Note***” means apromissory note of the Borrower payable to the order of any Term Lender, insubstantially the form of Exhibit C-1 hereto, evidencing theaggregate indebtedness of the Borrower to such Term Lender resulting from theTerm Loans made by such Term Lender.

“***Threshold Amount***”means $5,000,000.

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

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“***Transaction***”means, collectively, (a) the consummation of the Merger, (b) the entering intoby the Loan Parties and their applicable Subsidiaries of the Loan Documents,the Second Lien Documents and the Related Documents to which they are or areintended to be a party, (c) the Equity Contribution, (d) the Debt Tender Offer,(e) the COC Put Offer, (f) the repayment in full and termination of allExisting Indebtedness that is not Surviving Indebtedness and (g) the payment ofthe fees and expenses incurred in connection with the consummation of theforegoing.

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

“***UnaccruedIndemnity Claims***” means claims for indemnification that may beasserted by the Agents, any L/C Issuer, any Lender or any other Indemniteeunder the Loan Documents that are unaccrued and contingent and as to which noclaim, notice or demand has been given to or made on the Borrower (with a copyto the Administrative Agent) within five Business Days after the Borrower’srequest therefor to the Administrative Agent (unless the making or givingthereof is prohibited or enjoined by any applicable Law or any order of anyGovernmental Authority); provided that the failure of any Person to makeor give any such claim, notice or demand or otherwise to respond to any suchrequest shall not be deemed to be a waiver and shall not otherwise affect anysuch claim for indemnification.

“***United States***”and “***U.S.***” mean the United States ofAmerica.

“***Unreimbursed Amount***”has the meaning specified in Section 2.03(e).

## 1.02         Other InterpretiveProvisions.  With reference to thisAgreement and each other Loan Document, unless otherwise specified herein or insuch other Loan Document:

#### (a)           The definitions ofterms herein shall apply equally to the singular and plural forms of the termsdefined.  Whenever the context mayrequire, any pronoun shall include the corresponding masculine, feminine andneuter forms.  The words “include,”“includes” and “including” shall be deemed to be followed by thephrase “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 and this Agreement) shall be construed asreferring to such agreement, instrument or other document as from time to timeamended, supplemented or otherwise modified (subject to any restrictions onsuch amendments, supplements or modifications set forth herein or in any otherLoan Document), (ii) any reference herein to any Person shall be construed toinclude such Person’s successors and assigns, (iii) the words “herein,”“hereof” and “hereunder,” and words of similar import when usedin any Loan Document, shall be construed to refer to such Loan Document in itsentirety and not to any particular provision thereof, (iv) all references in aLoan Document to Articles, Sections, Exhibits and Schedules shall be construedto refer to Articles and Sections of, and Exhibits and Schedules to, the LoanDocument in which such references appear, (v) any reference to any law shallinclude all statutory and regulatory provisions consolidating, amendingreplacing or interpreting such law and any reference to any law or regulationshall, unless otherwise specified, refer to such law or regulation as amended,modified or supplemented from time to time, (vi) the words “asset” and “property”shall be construed to have the same meaning and effect and to refer to any andall tangible and intangible assets and properties, including cash, securities,accounts and contract rights, and (vii) any certification hereunder required tobe given by a corporate officer shall be deemed to be made on behalf of theapplicable Loan Party and not in the individual capacity of such officer.

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#### (b)           In the computation ofperiods 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 “toand including.”

#### (c)           Section headings hereinand in the other Loan Documents are included for convenience of reference onlyand shall not affect the interpretation of this Agreement or any other LoanDocument.

## 1.03         Accounting Terms.

### (a)           Generally.  All accounting terms not specifically orcompletely defined herein shall be construed in conformity with, and allfinancial data (including financial ratios and other financial calculations)required to be submitted pursuant to this Agreement shall be prepared inconformity with, GAAP applied on a consistent basis, as in effect from time totime, applied in a manner consistent with that used in preparing the AuditedFinancial Statements, except as otherwise specifically prescribed herein.

### (b)           Changes in GAAP.  If at any time any change in GAAP wouldaffect the computation of any financial ratio or requirement set forth in anyLoan Document, and either the Borrower or the Required Lenders shall sorequest, the Administrative Agent, the Lenders and the Borrower shall negotiatein good faith to amend such ratio or requirement to preserve the originalintent thereof in light of such change in GAAP (subject to the approval of theRequired Lenders); provided that, until so amended, (i) such ratio orrequirement shall continue to be computed in accordance with GAAP prior to suchchange therein and (ii) the Borrower shall provide to the AdministrativeAgent and the Lenders financial statements and other documents required underthis Agreement or as reasonably requested hereunder setting forth areconciliation between calculations of such ratio or requirement made beforeand after giving effect to such change in GAAP. In addition, the financial ratios and related definitions set forth inthe Loan Documents shall be computed to exclude the application of FAS 133, FAS150 or FAS 123r (to the extent that the pronouncements in FAS 123r result inrecording an equity award as a liability on the Consolidated balance sheet ofHoldings and its Subsidiaries in the circumstance where, but for theapplication of the pronouncements, such award would have been classified asequity).

## 1.04         Rounding.  Any financial ratios required to bemaintained by the Borrower pursuant to this Agreement shall be calculated bydividing the appropriate component by the other component, carrying the resultto one place more than the number of places by which such ratio is expressedherein and rounding the result up or down to the nearest number (with arounding-up if there is no nearest number).

## 1.05         Times of Day.  Unless otherwise specified, all referencesherein to times of day shall be references to Eastern time (daylight orstandard, as applicable).

## 1.06         Letter of CreditAmounts.  Unless otherwise specified,all references herein to the amount of a Letter of Credit at any time shall bedeemed to mean the maximum face amount of such Letter of Credit after givingeffect to all increases thereof contemplated by such Letter of Credit or theL/C Related Documents related thereto therefor, whether or not such maximumface amount is in effect at such time.

## 1.07         Currency EquivalentsGenerally.  Any amount specified inthis Agreement (other than in Articles II, IX and X) or any of the other LoanDocuments to be in Dollars shall also include the equivalent of such amount inany currency other than Dollars, such equivalent amount to be determined at therate of exchange quoted by Credit Suisse in New York, New York at the close ofbusiness on the

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## Business Dayimmediately preceding any date of determination thereof, to prime banks in NewYork, New York for the spot purchase in the New York foreign exchange market ofsuch amount in Dollars with such other currency.

# Article IIthe COMMITMENTS and Credit Extensions

## 2.01         The Loans.

### (a)           The Term Borrowings.  Subject to the terms and conditions set forthherein, on the Closing Date and until and including April 30, 2007, each TermLender severally agrees to make up to three loans (excluding additional TermLoans pursuant to Section 2.14) (each consisting of a Term Loan pursuant to theTerm Facility in an amount equal to its Applicable Percentage of the TermFacility) to the Borrower; provided**that (a)  the aggregate amount of all Term Borrowingsunder the Term Facility (excluding increases pursuant to Section 2.14)shall not exceed $150,000,000, and (b) the aggregate amount of each TermBorrowing may not exceed the amount then required to comply with Section6.11.  Each Term Borrowing shall consistof Term Loans made simultaneously by the Term Lenders in accordance with theirrespective Applicable Percentage of the Term Facility.  Amounts borrowed under this Section 2.01(a)and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as furtherprovided herein.

### (b)           The Revolving CreditBorrowings.  Subject to the terms andconditions set forth herein, each Revolving Credit Lender severally agrees tomake loans (each such loan, a “***RevolvingCredit Loan***”) to the Borrower from time to time, on any BusinessDay during the Availability Period, in an aggregate amount not to exceed at anytime outstanding the amount of such Lender’s Revolving Credit Commitment; providedthat after giving effect to any Revolving Credit Borrowing, (i) the TotalOutstandings under the Revolving Credit Facility shall not exceed the aggregateCommitments under the Revolving Credit Facility, (ii) the aggregate OutstandingAmount of the Revolving Credit Loans of any Lender, plus such Lender’sApplicable Percentage of the Outstanding Amount of all L/C Obligations, plussuch Lender’s Applicable Percentage of the Outstanding Amount of all Swing LineLoans shall not exceed such Lender’s Revolving Credit Commitment, and (iii)prior to the Existing Notes Repayment Date, the Total Outstandings under theRevolving Credit Facility shall not exceed an amount equal to (A) $12,500,000 less(B) the amount, if any, by which the principal balance of the indebtednessoutstanding under the Existing Facility immediately prior to the Closing Dateis less than $7,500,000 (the amount by which the aggregate Commitments underthe Revolving Credit Facility on the Closing Date exceeds the sum of (A) minus(B) above being referred to as the “***DelayedRevolver Commitment***”). Within the limits of each Lender’s Revolving Credit Commitment, andsubject to the other terms and conditions hereof, the Borrower may borrow underthis Section 2.01(b), prepay under Section 2.05, and reborrowunder this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans,as further provided herein.

## 2.02         Borrowings,Conversions and Continuations of Loans.

### (a)           Each Term Borrowing,each Revolving Credit Borrowing, each conversion of Term Loans or RevolvingCredit Loans from one Type to the other, and each continuation of EurodollarRate Loans shall be made upon the Borrower’s irrevocable notice to theAdministrative Agent, which may be given by telephone.  Each such notice must be received by theAdministrative Agent not later than 2:00 p.m. (i) three Business Daysprior to the requested date of any Borrowing of, conversion to or continuationof Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to BaseRate Loans, and (ii) one Business Day prior to the requested date of anyBorrowing of Base Rate Loans; provided, however, that if theBorrower wishes to request Eurodollar Rate Loans having an Interest Periodother

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### than one, two,three or six months in duration as provided in the definition of “InterestPeriod,” the applicable notice must be received by the Administrative Agent notlater than 2:00 p.m., four Business Days prior to the requested date of suchBorrowing, conversion or continuation having an Interest Period other than one,two, three or six months in duration, whereupon the Administrative Agent shallgive prompt notice to the applicable Lenders of such request and determinewhether the requested Interest Period is available from all of them.  Not later than 2:00 p.m., three BusinessDays before the requested date of such Borrowing, conversion or continuation,the Administrative Agent shall notify the Borrower (which notice may be bytelephone) whether or not the requested Interest Period has been consented toby all the Lenders.  Each telephonicnotice by the Borrower pursuant to this Section 2.02(a) must beconfirmed promptly by delivery to the Administrative Agent of a writtenCommitted Loan Notice, appropriately completed and signed by a ResponsibleOfficer of the Borrower.  Each Borrowingof, conversion to or continuation of Eurodollar Rate Loans shall be in aprincipal amount of $500,000 or a whole multiple of $100,000 in excessthereof.  Except as provided in Sections2.03(f) and 2.04(c), each Borrowing of or conversion to Base RateLoans shall be in a principal amount of $500,000 or a whole multiple of$100,000 in excess thereof.  EachCommitted Loan Notice (whether telephonic or written) shall specify (i) whetherthe Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, aconversion of Term Loans or Revolving Credit Loans from one Type to the other,or a continuation of Eurodollar Rate Loans, (ii) the requested date of theBorrowing, conversion or continuation, as the case may be (which shall be aBusiness Day), (iii) the principal amount of Loans to be borrowed, converted orcontinued, (iv) the Type of Loans to be borrowed or to which existing TermLoans or Revolving Credit Loans are to be converted, (v) if applicable, theduration of the Interest Period with respect thereto and (vi) remittanceinstructions.  If the Borrower fails tospecify a Type of Loan in a Committed Loan Notice or if the Borrower fails togive a timely notice requesting a conversion or continuation, then theapplicable Term Loans or Revolving Credit Loans shall be made as, or convertedto, Base Rate Loans.  Any such automaticconversion to Base Rate Loans shall be effective as of the last day of the InterestPeriod then in effect with respect to the applicable Eurodollar RateLoans.  If the Borrower requests aBorrowing of, conversion to, or continuation of Eurodollar Rate Loans in anysuch Committed Loan Notice, but fails to specify an Interest Period, it will bedeemed to have specified an Interest Period of one month.

### (b)           Following receipt of aCommitted Loan Notice, the Administrative Agent shall promptly notify eachLender in writing or by telecopier or other electronic communication of theamount of its Applicable Percentage of the applicable Term Loans or RevolvingCredit Loans, and if no timely notice of a conversion or continuation isprovided by the Borrower, the Administrative Agent shall notify each Lender inwriting or by telecopier or other electronic communication of the details ofany automatic conversion to Base Rate Loans described in Section 2.02(a).  In the case of a Term Borrowing or aRevolving Credit Borrowing, each Appropriate Lender shall make the amount ofits Loan available to the Administrative Agent in immediately available fundsat the Administrative Agent’s Office not later than 2:00 p.m. on the BusinessDay specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicableconditions set forth in Section 4.02 (and, if such Borrowing is theinitial Credit Extension, Section 4.01), the Administrative Agent shallmake all funds so received available to the Borrower in like funds as receivedby the Administrative Agent by wire transfer of such funds to an accountdesignated by the Borrower in writing, in each case in accordance withinstructions provided to (and reasonably acceptable to) the AdministrativeAgent by the Borrower; provided, however, that if, on the datethe Committed Loan Notice with respect to any Revolving Borrowing is given bythe Borrower, there are L/C Borrowings outstanding, then the proceeds of suchBorrowing, first, shall be applied to the payment in full of any suchL/C Borrowings and, second, shall be made available to the Borrower asprovided above.

### (c)           Except as otherwiseprovided herein, a Eurodollar Rate Loan may be continued upon the expiration ofany applicable Interest Period or converted only on the last day of an InterestPeriod for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requestedas, converted to or continued as Eurodollar Rate Loans without the consent ofthe Required

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### Lenders.  During the existence of a Default that is notan Event of Default, no Loans may be requested as, converted to or continued asEurodollar Rate Loans without the consent of the Required Lenders, unlessconverted to or continued as Eurodollar Rate Loans with Interest Periods of onemonth.

### (d)           The AdministrativeAgent shall promptly notify the Borrower and the Lenders (in writing or bytelecopier or other electronic communication) of the interest rate applicableto any Interest Period for Eurodollar Rate Loans upon determination of suchinterest rate.  At any time that BaseRate Loans are outstanding, the Administrative Agent shall notify the Borrowerand the Lenders of any change in Credit Suisse’s prime rate used in determiningthe Base Rate promptly following the announcement of such change.

### (e)           After giving effect toall Term Borrowings, all Revolving Credit Borrowings, all conversions of TermLoans or Revolving Credit Loans from one Type to the other, and allcontinuations of Term Loans or Revolving Credit Loans as the same Type, thereshall not be more than six****InterestPeriods in effect.

### (f)            The failure of anyLender to make the Loan to be made by it as part of any Borrowing shall notrelieve any other Lender of its obligation, if any, hereunder to make its Loanon the date of such Borrowing, but no Lender shall be responsible for thefailure of any other Lender to make the Loan to be made by such other Lender onthe date of any Borrowing.

### (g)           Anything in this Section2.02 to the contrary notwithstanding, the Borrower may not selectEurodollar Rate for any Borrowing if the obligation of the Appropriate Lendersto make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.09or 2.10.

## 2.03         Letters of Credit.

### (a)           Issuance of Lettersof Credit.  Each L/C Issuer agrees,on the terms and conditions hereinafter set forth, to issue (or cause any ofits Affiliates that constitute a commercial bank to issue on its behalf)Letters of Credit in Dollars for the account of the Borrower from time to timeon any Business Day during the period from the Closing Date until the day thatis thirty days prior to the Maturity Date then in effect for the RevolvingCredit Facility (or, if such day is not a Business Day, the next precedingBusiness Day); provided that after giving effect to any L/C CreditExtension, (i) the Total Outstandings shall not exceed the AggregateCommitments, (ii) the aggregate Outstanding Amount of the Loans of any Lender, plussuch Lender’s Applicable Percentage of the Outstanding Amount of all L/CObligations, plus such Lender’s Applicable Percentage of the OutstandingAmount of all Swing Line Loans shall not exceed such Lender’s Revolving CreditCommitment, (iii) the Outstanding Amount of the L/C Obligations shall notexceed the Letter of Credit Sublimit, and (iv) prior to the Existing NotesRepayment Date, the Total Outstandings under the Revolving Credit Facilityshall not exceed an amount equal to (A) $12,500,000 less (B) the amount,if any, by which the principal balance of the indebtedness outstanding underthe Existing Facility immediately prior to the Closing Date is less than$7,500,000.  No Letter of Credit shallhave an expiration date (including all rights of the Borrower or thebeneficiary to require renewal) later than the earlier of (x) 12 months afterthe date of its issuance or (y) five Business Days before the Maturity Date inrespect of the Revolving Credit Facility, but may by its terms be renewableannually upon written notice (a “***Notice ofRenewal***”) given to the L/C Issuer and the Administrative Agenton or prior to any date for notice of renewal set forth in such Letter of Creditbut in any event at least three Business Days prior to the date of the proposedrenewal of such Letter of Credit and upon fulfillment of the applicableconditions set forth in Article IV unless the L/C Issuer has notifiedthe Borrower (with a copy to the Administrative Agent) on or prior to the datefor notice of termination set forth in such Letter of Credit but in any eventat least 30 days****prior to the date of automaticrenewal of its election not to renew such Letter of Credit (a “***Notice of Termination***”); provided that the terms of

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### each Letter ofCredit that is automatically renewable annually shall (A) require the L/CIssuer to give the beneficiary named in such Letter of Credit notice of anyNotice of Termination, (B) permit such beneficiary, upon receipt of suchnotice, to draw under such Letter of Credit prior to the date such Letter ofCredit otherwise would have been automatically renewed and (C) not permitthe expiration date (after giving effect to any renewal) of such Letter ofCredit in any event to be extended to a date later than five Business Days****before the Maturity Date in respect of the Revolving CreditFacility.  If either a Notice of Renewalis not given by the Borrower or a Notice of Termination is given by the L/CIssuer pursuant to the immediately preceding sentence, such Letter of Creditshall expire on the date on which it otherwise would have been automaticallyrenewed.  Within the limits of the Letterof Credit Facility, and subject to the limits referred to above, the Borrowermay request the issuance of Letters of Credit under this Section 2.03(a),repay any L/C Advances resulting from drawings thereunder pursuant to Section 2.03(e)and request the issuance of additional Letters of Credit under this Section 2.03(a).

### (b)           Request for Issuance.  Each Letter of Credit shall be issued uponnotice, given not later than 1:00 p.m. on the third Business Day prior tothe date of the proposed issuance of such Letter of Credit, by the Borrower tothe L/C Issuer, which shall give to the Administrative Agent (who in turn shallgive to each Revolving Credit Lender) prompt notice thereof.  Each such notice of issuance of a Letter ofCredit (a “***Notice of Issuance***”)may be by telephone, confirmed immediately in writing, or telecopier orelectronic communication, specifying therein the requested (i) date of suchissuance (which shall be a Business Day), (ii) amount of such Letter of Credit,(iii) expiration date of such Letter of Credit, (iv) name and address of thebeneficiary of such Letter of Credit and (v) form of such Letter of Credit, andshall be accompanied by a Letter of Credit Application.  If (1) the requested form of such Letter ofCredit is acceptable to the L/C Issuer in its sole discretion and (2) it hasnot received notice of objection to such issuance from the Required Lenders,the L/C Issuer will, upon fulfillment of the applicable conditions set forth inArticle IV, make such Letter of Credit available to the Borrower at itsoffice referred to in Schedule 10.02 or as otherwise agreed with theBorrower in connection with such issuance. In the event and to the extent that the provisions of any Letter ofCredit Application shall conflict with this Agreement, the provisions of thisAgreement shall govern.

### (c)           L/CAdvances.

##### (i)            TheBorrower shall repay to the Administrative Agent for the account of each L/CIssuer and each other Revolving Credit Lender that has made an L/C Advance onthe earlier of demand and the Maturity Date in respect of the Revolving CreditFacility the outstanding principal amount of each L/C Advance made by each ofthem.

##### (ii)           TheObligations of the Borrower and the Revolving Credit Lenders under thisAgreement, any Letter of Credit Application and any other agreement orinstrument relating to any Letter of Credit shall be unconditional andirrevocable, and shall be paid strictly in accordance with the terms of thisAgreement, such Letter of Credit Application and such other agreement orinstrument under all circumstances, including, without limitation, the followingcircumstances:

(A)          any lack of validity orenforceability of any Loan Document, any Letter of Credit Application, anyLetter of Credit or any other agreement or instrument relating thereto (all ofthe foregoing being, collectively, the “***L/C Related Documents***”);

(B)           any change in the time,manner or place of payment of, or in any other term of, all or any of theObligations of the Borrower in respect of any L/C Related Document or any otheramendment or waiver of or any consent to departure from all or any of the L/CRelated Documents;

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(C)           the existence of anyclaim, setoff, defense or other right that the Borrower may have at any timeagainst any beneficiary or any transferee of a Letter of Credit (or any Personsfor which any such beneficiary or any such transferee may be acting), the L/CIssuer or any other Person, whether in connection with the transactionscontemplated by the L/C Related Documents or any unrelated transaction;

(D)          any statement or anyother document presented under a Letter of Credit proving to be forged,fraudulent, invalid or insufficient in any respect or any statement thereinbeing untrue or inaccurate in any respect;

(E)           payment by the L/CIssuer under a Letter of Credit against presentation of a draft, certificate orother document that does not strictly comply with the terms of such Letter ofCredit;

(F)           any exchange, releaseor non-perfection of any Collateral or other collateral, or any releaseor amendment or waiver of or consent to departure from the Guaranties or anyother guarantee, for all or any of the Obligations of the Borrower in respectof the L/C Related Documents; or

(G)           any other circumstanceor happening whatsoever, whether or not similar to any of the foregoing,including, without limitation, any other circumstance that might otherwiseconstitute a defense available to, or a discharge of, the Borrower or aguarantor.

The foregoingprovisions of this Section 2.03(c)(ii) shall not impair any claim of theBorrower as provided in Section 10.04(d).

### (d)           Letter of Credit Reports.  In addition to notifying the AdministrativeAgent of each new, expired, modified or terminated Letter of Credit at the timesuch Letter of Credit is issued, modified, terminated or expires, each L/CIssuer shall furnish (i) to the Administrative Agent (who shall furnish to eachRevolving Credit Lender) and the Borrower on or about the last Business Day ofeach calendar month and each calendar quarter a written report summarizingissuance and expiration dates of Letters of Credit issued by such L/C Issuerduring the preceding month and quarter, as the case may be, and drawings duringsuch calendar month or quarter under all Letters of Credit issued by such L/CIssuer and (ii) to the Administrative Agent (who shall furnish to eachRevolving Credit Lender) and the Borrower on the last Business Day of eachcalendar quarter a written report setting forth the average daily aggregateamount of Letters of Credit available to be drawn during such calendar quarterof all Letters of Credit issued by such L/C Issuer.

### (e)           Participations inLetters of Credit.  Upon the issuanceof a Letter of Credit by the L/C Issuer under Section 2.03(b), the L/CIssuer shall be deemed, without further action by any party hereto, to havesold to each Revolving Credit Lender, and each such Revolving Credit Lendershall be deemed, without further action by any party hereto, to have purchasedfrom the L/C Issuer, a participation in such Letter of Credit in an amount foreach Revolving Credit Lender equal to such Lender’s Applicable Percentage ofthe amount of such Letter of Credit available to be drawn, effective upon theissuance of such Letter of Credit.  Inconsideration and in furtherance of the foregoing, each Revolving Credit Lenderhereby absolutely and unconditionally agrees to pay such Lender’s ApplicablePercentage of each L/C Disbursement made by the L/C Issuer and not reimbursedby the Borrower forthwith on the date due as provided in Section 2.03(c)(or which has been so reimbursed but must be returned or restored by the L/CIssuer because of the occurrence of an event specified in Section 8.01(f)or otherwise) (an “***UnreimbursedAmount***”) by making available for the account of its ApplicableLending Office to the Administrative

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### Agent for theaccount of the L/C Issuer by deposit to the Administrative Agent’s account, insame day funds, an amount equal to such Lender’s Applicable Percentage of suchL/C Disbursement.  Each Revolving CreditLender acknowledges and agrees that its obligation to acquire participationspursuant to this Section 2.03(e) in respect of Letters of Credit isabsolute and unconditional and shall not be affected by any circumstancewhatsoever, including the occurrence and continuance of a Default or an Eventof Default or the termination of the Commitments, and that each such paymentshall be made without any off-set, abatement, withholding or reductionwhatsoever.  If and to the extent thatany Revolving Credit Lender shall not have so made the amount of such L/CDisbursement available to the Administrative Agent, such Revolving CreditLender agrees to pay to the Administrative Agent forthwith on demand suchamount together with interest thereon, for each day from the date such L/CDisbursement is due pursuant to Section 2.03(c) until the date suchamount is paid to the Administrative Agent, at the Federal Funds Rate for itsaccount or the account of the L/C Issuer. If such Lender shall pay to the Administrative Agent such amount for theaccount of the L/C Issuer on any Business Day, such amount so paid in respectof principal shall constitute an L/C Advance made by such Lender on suchBusiness Day for purposes of this Agreement, and the outstanding principalamount of an L/C Advance made by the L/C Issuer shall be reduced by such amounton such Business Day.

### (f)            Drawing andReimbursement.  The payment by theL/C Issuer of a draft drawn under any Letter of Credit shall constitute for allpurposes of this Agreement the making by the L/C Issuer of an L/C Advance,which shall be a Base Rate Loan, in the amount of such draft.

### (g)           Failure to Make L/CAdvances.  The failure of any Lenderto make an L/C Advance to be made by it on the date specified in Section2.03(e) shall not relieve any other Lender of its obligation hereunder tomake its L/C Advance on such date, but no Lender shall be responsible for thefailure of any other Lender to make the L/C Advance to be made by such otherLender on such date.

### (h)           Cash Collateral.  Upon the request of the Administrative Agent,(i) if the L/C Issuer has made an L/C Disbursement under any Letter of Creditand such L/C Disbursement has resulted in an L/C Borrowing or (ii) if, as ofthe date five Business Days prior to the Maturity Date then in effect for theRevolving Credit Facility, any L/C Obligation for any reason remains outstanding,the Borrower shall, in each case, immediately Cash Collateralize 105% of thethen Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additionalrequirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03, Section2.05 and Section 8.02(c), “***CashCollateralize***” means to pledge and deposit with or deliver tothe Administrative Agent, for the benefit of the L/C Issuer and the Lenders, ascollateral for the L/C Obligations, cash or deposit account balances pursuantto documentation in form and substance reasonably satisfactory to theAdministrative Agent and the L/C Issuer (which documents are hereby consentedto by the Lenders).  Derivatives of suchterm have corresponding meanings.  The Borrowerhereby grants to the Administrative Agent, for the benefit of the L/C Issuerand the Lenders, a security interest in all such cash, deposit accounts and allbalances therein and all proceeds of the foregoing.  Unless otherwise agreed by the AdministrativeAgent in its sole discretion, Cash Collateral shall be maintained in the CashCollateral Account.  If at any time theAdministrative Agent reasonably determines that any funds held as CashCollateral are subject to any right or claim of any Person other than theAdministrative Agent or that the total amount of such funds is less than 105%of the aggregate Outstanding Amount of all L/C Obligations, the Borrower will,forthwith upon written demand by the Administrative Agent, pay to theAdministrative Agent, as additional funds to be deposited and held in thedeposit accounts at Credit Suisse as aforesaid, an amount equal to the excessof (a) 105% of such aggregate Outstanding Amount of L/C Obligations over(b) the total amount of funds, if any, then held as Cash Collateral thatthe Administrative Agent reasonably determines to be free and clear of any suchright and claim.  Upon the drawing of anyLetter of Credit for which funds are on deposit as Cash Collateral, such fundsshall be applied, to the extent permitted under applicable law, to reimbursethe L/C Issuer.

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### (i)            Applicability ofISP98.  Unless otherwise expresslyagreed by the L/C Issuer and the Borrower when a Letter of Credit is issued,the rules of the ISP shall apply to each Letter of Credit.

### (j)            Letter of CreditFees, Etc.

##### (i)            The Borrower shall payto the Administrative Agent for the account of each Revolving Credit Lender inaccordance with its Applicable Percentage a per annum Letter of Credit fee (the“***Letter of Credit Fee***”) for each Letterof Credit equal to the Applicable Margin for Eurodollar Rate Loans timesthe daily maximum amount available to be drawn under such Letter ofCredit.  Letter of Credit Fees shallbe  due and payable (A) on a quarterlybasis in arrears on the last Business Day of each quarter, commencing on thelast Business Day of March 2007 and (B) on the Maturity Date in respect of theRevolving Credit Facility, in each case on the basis of the actual number ofdays elapsed over a 360-day year.  Ifthere is any change in the Applicable Margin during any quarter, the dailymaximum amount of each Letter of Credit shall be computed and multiplied by theApplicable Margin separately for each period during such quarter that suchApplicable Margin was in effect. Notwithstanding anything to the contrary contained herein, while anyEvent of Default exists, all Letter of Credit Fees shall accrue at the DefaultRate.

##### (ii)           The Borrower shall payto the L/C Issuer, for its own account, such commissions, issuance fees,fronting fees, transfer fees and other fees and charges in connection with theissuance or administration of each Letter of Credit as the Borrower and the L/CIssuer shall agree, with the initial fronting fee equal to 0.25% per annum onthe maximum amount available to be drawn under all Letters of Credit issued bythe L/C Issuer payable (A) on a quarterly basis in arrears on the last BusinessDay of each quarter, commencing on the last Business Day of March 2007 and (B)on the Maturity Date in respect of the Revolving Credit Facility, in each caseon the basis of the actual number of days elapsed over a 360-day year.

## 2.04         Swing Line Loans.

### (a)           The Swing Line.  The Swing Line Lender agrees, on the termsand conditions hereinafter set forth, to make loans (each such loan, a “***Swing Line Loan***”) to theBorrower from time to time on any Business Day during the Availability Periodin an aggregate amount not to exceed at any time outstanding the amount of theSwing Line Sublimit, notwithstanding the fact that such Swing Line Loans, whenaggregated with the Applicable Percentage of the Outstanding Amount of Loansand L/C Obligations of the Lender acting as Swing Line Lender, may exceed theamount of such Lender’s Commitment; provided, however, that aftergiving effect to any Swing Line Loan, (i) the Total Outstandings shall notexceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of theRevolving Credit Loans of any Lender, plus such Lender’s ApplicablePercentage of the Outstanding Amount of all L/C Obligations, plus suchLender’s Applicable Percentage of the Outstanding Amount of all Swing LineLoans shall not exceed such Lender’s Revolving Credit Commitment, and (iii)prior to the Existing Notes Repayment Date, the Total Outstandings under theRevolving Credit Facility shall not exceed an amount equal to (A) $12,500,000 less(B) the amount, if any, by which the principal balance of the indebtednessoutstanding under the Existing Facility immediately prior to the Closing Dateis less than $7,500,000, and providedfurther that the Borrowershall not use the proceeds of any Swing Line Loan to refinance any outstandingSwing Line Loan.  Within the foregoinglimits, and subject to the other terms and conditions hereof, the Borrower may borrowunder this Section 2.04, prepay under Section 2.05, and reborrowunder this Section 2.04.  EachSwing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving CreditLender shall be deemed to, and hereby irrevocably and unconditionally agreesto, purchase from the Swing Line Lender a risk participation in

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### such SwingLine Loan in an amount equal to the product of such Lender’s ApplicablePercentage times the amount of such Swing Line Loan.

### (b)           Borrowing Procedures.  Each Swing Line Borrowing shall be made uponthe Borrower’s irrevocable notice to the Swing Line Lender and theAdministrative Agent, which may be given by telephone.  Each such notice must be received by theSwing Line Lender and the Administrative Agent not later than 1:00 p.m. onthe requested borrowing date, and shall specify (i) the amount to be borrowed,which shall be in an amount of $250,000 or an integral multiple of $100,000 inexcess thereof, and (ii) the requested borrowing date, which shall be aBusiness Day.  Each such telephonicnotice must be confirmed promptly by delivery to the Swing Line Lender and theAdministrative Agent of a written Swing Line Loan Notice, appropriatelycompleted and signed by a Responsible Officer of the Borrower.  Unless the Swing Line Lender has receivednotice (by telephone or in writing) from the Administrative Agent (including atthe request of any Revolving Credit Lender) prior to 2:00 p.m. on the date ofthe proposed Swing Line Borrowing (a) directing the Swing Line Lender not to makesuch Swing Line Loan as a result of the limitations set forth in the proviso tothe first sentence of Section 2.04(a), or (b) that one or more of theapplicable conditions specified in Article IV is not then satisfied,then, subject to the terms and conditions hereof, the Swing Line Lender willmake the amount of the requested Swing Line Loan available to the Borrower asdesignated in the Notice of Swing Line Borrowing, in same day funds.

### (c)           Refinancing of SwingLine Loans.

##### (i)            The Swing Line Lenderat any time in its sole and absolute discretion may request, on behalf of theBorrower (which hereby irrevocably authorizes the Swing Line Lender to sorequest on its behalf), or in any event automatically upon the maturity of eachSwing Line Loan as set forth in Section 2.07(c), that each otherRevolving Credit Lender make a Base Rate Loan in an amount equal to suchLender’s Applicable Percentage of the amount of Swing Line Loans thenoutstanding.  Such request shall be madein writing (which written request shall be deemed to be a Committed Loan Noticefor purposes hereof) and in accordance with the requirements of Section 2.02,without regard to the minimum and multiples specified therein for the principalamount of Base Rate Loans, but subject to the unutilized portion of theaggregate Revolving Credit Commitments and the conditions set forth in Section4.02.  The Swing Line Lender shallfurnish the Borrower with a copy of the applicable Committed Loan Noticepromptly after delivering such notice to the Administrative Agent.  Each Revolving Credit Lender shall make anamount equal to its Applicable Percentage of the amount specified in suchCommitted Loan Notice available to the Administrative Agent in immediatelyavailable funds for the account of the Swing Line Lender at the AdministrativeAgent’s Office not later than 11:00 a.m. on the Business Day specified in suchCommitted Loan Notice, whereupon, subject to Section 2.04(c)(ii), eachRevolving Credit Lender that so makes funds available shall be deemed to havemade a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit thefunds so received to the Swing Line Lender.

##### (ii)           If for any reason anySwing Line Loan cannot be refinanced by such a Revolving Credit Borrowing inaccordance with Section 2.04(c)(i), the request for Base Rate Loanssubmitted by the Swing Line Lender as set forth herein shall be deemed to be arequest by the Swing Line Lender that each of the Revolving Credit Lenders fundits risk participation in the relevant Swing Line Loan and each RevolvingCredit Lender’s payment to the Administrative Agent for the account of theSwing Line Lender pursuant to Section 2.04(c)(i) shall be deemed paymentin respect of such participation.

##### (iii)          If any Revolving CreditLender fails to make available to the Administrative Agent for the account ofthe Swing Line Lender any amount required to be paid by such Lender

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##### pursuant tothe foregoing provisions of this Section 2.04(c) by the time specifiedin Section 2.04(c)(i), the Swing Line Lender shall be entitled torecover from such Lender (acting through the Administrative Agent), on demand,such amount with interest thereon for the period from the date such payment isrequired to the date on which such payment is immediately available to theSwing Line Lender at a rate per annum equal to the Federal Funds Rate.  A certificate of the Swing Line Lendersubmitted to any Lender (through the Administrative Agent) with respect to anyamounts owing under this clause (iii) shall be conclusive absentmanifest error.

##### (iv)          Each Revolving CreditLender’s obligation to make Revolving Credit Loans or to purchase and fund riskparticipations in Swing Line Loans pursuant to this Section 2.04(c)shall be absolute and unconditional and shall not be affected by anycircumstance, including (A) any setoff, counterclaim, recoupment, defense orother right which such Lender may have against the Swing Line Lender, theBorrower or any other Person for any reason whatsoever, (B) the occurrence orcontinuance 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 Credit Lender’s obligation to make Revolving Credit Loanspursuant to this Section 2.04(c) is subject to the conditions set forthin Section 4.02.  No such fundingof risk participations shall relieve or otherwise impair the obligation of theBorrower to repay Swing Line Loans, together with interest as provided herein.

### (d)           Repayment ofParticipations.  If any paymentreceived by the Administrative Agent in respect of principal or interest on anySwing Line Loan is required to be returned by the Administrative Agent underany of the circumstances described in Section 10.05, each RevolvingCredit Lender shall pay to the Administrative Agent for the account of theSwing Line Lender its Applicable Percentage thereof on demand of theAdministrative Agent, plus interest thereon from the date of such demand to thedate such amount is returned, at a rate per annum equal to the Federal FundsRate.  The Administrative Agent will makesuch demand upon the request of the Swing Line Lender.  The obligations of the Lenders under thissubsection shall survive the payment in full of the Obligations and thetermination of this Agreement.

### (e)           Interest for Accountof Swing Line Lender.  The Swing LineLender shall be responsible for invoicing the Borrower for interest on theSwing Line Loans.  Until each RevolvingCredit Lender funds its Base Rate Loan or risk participation pursuant to this Section2.04 to refinance such Lender’s Applicable Percentage of any Swing LineLoan, interest in respect of such Applicable Percentage shall be solely for theaccount of the Swing Line Lender.

## 2.05         Prepayments.

### (a)           Optional.

##### (i)            The Borrower may, uponnotice to the Administrative Agent at any time or from time to time,voluntarily prepay Term Loans and Revolving Credit Loans in whole or in partwithout premium or penalty; provided that (A) such notice must bereceived by the Administrative Agent not later than 2:00 p.m. (1) threeBusiness Days prior to any date of prepayment of Eurodollar Rate Loans and (2)one Business Day Prior to any date of prepayment of Base Rate Loans; and (B)any partial prepayment shall be in a principal amount of $500,000 or a wholemultiple of $100,000 in excess thereof or, if less, the entire principal amountthereof then outstanding.  Each suchnotice shall specify the date and amount of such prepayment and the Type(s) ofLoans to be prepaid.  The AdministrativeAgent will promptly notify each Lender of its receipt of each such notice, andof the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, theBorrower shall make such prepayment,

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##### the paymentamount specified in such notice shall be due and payable on the date specifiedtherein and each such prepayment shall be paid to the Lenders in accordancewith their respective Applicable Percentages. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accruedinterest thereon, together with any additional amounts required pursuant to Section3.05.  Each prepayment of theoutstanding Term Loans pursuant to this Section 2.05(a) shall be appliedpro rata to the remaining principal repayment installments thereof; providedthat such prepayment shall be applied first to Base Rate Loans to the fullextent thereof before application to Eurodollar Rate Loans, in each case in amanner that minimizes the amount of any payments required to be made by theBorrower pursuant to Section 3.05(a).

##### (ii)           The Borrower may, uponnotice to the Swing Line Lender (with a copy to the Administrative Agent), atany time or from time to time, voluntarily prepay Swing Line Loans in whole orin part without premium or penalty; provided that (A) such notice mustbe received by the Swing Line Lender and the Administrative Agent not laterthan 2:00 p.m. on the date of the prepayment, and (B) any such prepayment shallbe in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of suchprepayment.  If such notice is given bythe Borrower, the Borrower shall make such prepayment and the payment amountspecified in such notice shall be due and payable on the date specifiedtherein.

##### (iii)          No Lender may reject anyvoluntary prepayment pursuant to this Section 2.05(a).

### (b)           Mandatory.

##### (i)            Within five BusinessDays (subject to Section 2.05(c)) after the date the Borrower isrequired to deliver financial statements pursuant to Section 6.01(a) andthe related Compliance Certificate pursuant to Section 6.02(b), theBorrower shall prepay an aggregate principal amount of Loans equal to theamount by which (i) 50% of Excess Cash Flow for the fiscal year covered by suchfinancial statements (commencing with the fiscal year ending December 31, 2007)exceeds (ii) the aggregate amount of all voluntary prepayments made during suchfiscal year pursuant to Section 2.05(a) to the extent that suchvoluntary prepayments resulted in corresponding permanent reductions ofCommitments, in each case to the extent such payments were not and have notbeen funded with additional Indebtedness and are not otherwise financed; provided,however, with respect to the fiscal year ended December 31, 2007, ExcessCash Flow shall be determined for the period from the Closing Date to December31, 2007 (unless the initial funding under the Term Facility occurs after March31, 2007, in which case beginning with the first full fiscal year ended afterthe Closing Date).

##### (ii)           If any Loan Party orany of its Subsidiaries Disposes of any property or assets (other than anyDisposition of any property or assets permitted by Section 7.05(b), (c),(d), (e), (g), (h), (i) or (j)) andthe aggregate Net Cash Proceeds received by the Loan Parties and suchSubsidiaries in any fiscal year exceeds $1,500,000, the Borrower shallimmediately (subject to Section 2.05(c)) prepay an aggregate principalamount of Loans equal to 100% of such Net Cash Proceeds, and thereafter as andwhen additional Net Cash Proceeds are received during such year in an aggregateamount of $500,000 or more, the Borrower shall immediately (subject to Section2.05(c)) further prepay the principal of the Loans in an amount equal to100% of such Net Cash Proceeds; provided, however, that, withrespect to any Net Cash Proceeds realized (A) under a Disposition described inthis Section 2.05(b)(ii) or (B) from proceeds of insurance andcondemnation awards or indemnities covered by Section 2.05(b)(v), (1) atthe option of the Borrower (as elected by the Borrower in writing to theAdministrative Agent on or prior to the date of such Disposition or the receiptof such insurance proceeds or condemnation awards), and so long as no Event ofDefault shall have occurred and be continuing, the Borrower may reinvest

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##### all or anyportion of such Net Cash Proceeds in operating assets so long as (a) within 180days following receipt of such Net Cash Proceeds, a definitive agreement forthe purchase of such assets with such proceeds shall have been entered into (ascertified by the Borrower in writing to the Administrative Agent), and (b)within 270 days after the receipt of such Net Cash Proceeds, such purchaseshall have been consummated (as certified by the Borrower in writing to theAdministrative Agent); providedfurther, however, that anyNet Cash Proceeds not subject to such definitive agreement or so reinvestedshall be immediately applied to the prepayment of the Loans as set forth inthis Section 2.05; and (2) any amount reinvested under clause (A)shall not be included in determining the amount of any required prepayment ofthe Loans under this Section 2.05(b)(ii).

##### (iii)          Upon the sale orissuance by any Loan Party or any of its Subsidiaries of any of its EquityInterests (other than (A) issuances to directors, management or employeesin the ordinary course of business pursuant to pension plans or compensationarrangements, (B) issuances to the Sponsor and the other Investors, (C)issuances to finance Permitted Acquisitions permitted under Section 7.03(i),(D) issuances to finance Capital Expenditures Permitted under Section 7.12  and (E) issuances by Holdings to refinancethe Acquisition Loan (or any Indebtedness incurred to refinancethe Acquisition Loan)), the Borrower shall prepay an aggregate principalamount of Loans equal to 50% of all Net Cash Proceeds received therefromimmediately (subject to Section 2.05(c)) upon receipt thereof by anyLoan Party or such Subsidiary.

##### (iv)          Upon the incurrence orissuance by any Loan Party or any of its Subsidiaries of any Indebtedness ofthe type referred to in clause (a) of the definition of “Indebtedness”(other than Indebtedness permitted to be incurred or issued pursuant to Section7.02 and Indebtedness incurred by Holdings to refinance the AcquisitionLoan (or any Indebtedness incurred to refinance theAcquisition Loan)), the Borrower shall prepay an aggregate principalamount of Loans equal to 100% of all Net Cash Proceeds received therefromimmediately (subject to Section 2.05(c)) upon receipt thereof by anyLoan Party or such Subsidiary.

##### (v)           Upon any ExtraordinaryReceipt received by or paid to or for the account of any Loan Party or any ofits Subsidiaries, and not otherwise covered in clause (ii), (iii)or (iv) of this Section 2.05(b), the Borrower shall prepay anaggregate principal amount of Loans equal to 100% of all Net Cash Proceedsreceived therefrom immediately (subject to Section 2.05(c)) upon receiptthereof by any Loan Party or such Subsidiary.

##### (vi)          If for any reason theTotal Outstandings under any Facility at any time exceed the AggregateCommitments then in effect with respect to such Facility, the Borrower shallimmediately prepay the applicable Loans and/or (in the case of the RevolvingCredit Facility) Cash Collateralize the L/C Obligations in an aggregate amountequal to such excess; provided, however, that the Borrower shallnot be required to Cash Collateralize the L/C Obligations pursuant to this Section2.05(b)(vi) unless, after the prepayment in full of the Loans and SwingLine Loans, the Total Outstandings exceed the Aggregate Commitments then ineffect.

##### (vii)         Each prepayment of Loanspursuant to this Section 2.05(b) shall be applied, first, ratablyto the remaining principal repayment installments of the Term Facility untilall such installments are paid in full, irrespective of whether suchoutstanding Term Loans are Base Rate Loans or Eurodollar Rate Loans; providedthat if no Lenders exercise the right to waive a given mandatory prepayment ofthe Term Loans pursuant to Section 2.05(c), then, with respect to suchmandatory prepayment, the amount of such mandatory prepayment shall be appliedfirst to Term Loans that are Base Rate Loans to the full extent thereof beforeapplication to Term Loans that

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##### are EurodollarRate Loans in a manner that minimizes the amount of any payments required to bemade by the Borrower pursuant to Section 3.05(a), and, thereafter,ratably to the Revolving Credit Facility without a permanent reduction in theRevolving Credit Commitments; provided that any prepayment of the RevolvingCredit Facility pursuant to clause (vi) shall be applied as set forthherein, subject in each case to the provisions of Section 2.05(c).

##### (viii)        Prepayments of theRevolving Credit Facility made pursuant to clause (i), (ii), (iii),(iv), (v), (vi) or (vii) of this Section 2.05(b),first*,* shall be applied to prepay L/CBorrowings outstanding at such time until all such L/C Borrowings are paid infull, second, shall be applied to prepay Swing Line Loans outstanding atsuch time until all such Swing Line Loans are paid in full, third, shallbe applied to prepay Revolving Credit Loans outstanding at such time until allsuch Revolving Credit Loans are paid in full and, fourth, shall be usedto Cash Collateralize the L/C Obligations (in the case of a prepayment pursuantto clause (vi), subject to the proviso to such clause (vi)); and,in the case of prepayments of the Revolving Credit Facility required pursuantto clause (i), (ii), (iii), (iv) or (v) ofthis Section 2.05(b), the amount remaining, if any, after the prepaymentin full of all Loans and L/C Borrowings outstanding at such time and the L/CObligations have been Cash Collateralized in full may be retained by theBorrower for use in the ordinary course of its business unless required to beused to prepay loans under the Second Lien Credit Agreement, in which case theBorrower shall make such prepayment. Upon the drawing of any Letter of Credit which has been CashCollateralized, such funds shall be applied (without any further action by ornotice to or from the Borrower or any other Loan Party) to reimburse the L/CIssuer or the Revolving Credit Lenders, as applicable.

##### (ix)           Anything containedherein to the contrary notwithstanding, if, at the time any amount otherwiserequired to be applied to the prepayment of Term Loans under this Section2.05(b) (such amount being referred to as the “***Prepayment Amount***”), the full amount ofall Term Loans have been paid in full and there remain any outstanding TermCommitments, then, in lieu of applying such Prepayment Amount to the TermLoans, the Term Commitments shall automatically be reduced by the PrepaymentAmount.

### (c)           Term Lender Opt-out.  With respect to any prepayment of the TermFacility pursuant to Section 2.05(b), any Term Lender, at its option,may elect not to accept such prepayment. Upon the date set forth in Section 2.05(b) for any suchprepayment of the Term Facility, the Borrower shall notify the AdministrativeAgent of Prepayment Amount.  Promptlyafter the date of receipt of such notice, the Administrative Agent shallprovide written notice (the “***FirstOffer***”) to the Term Lenders of the amount available to prepaythe Term Loans.  Any Lender decliningsuch prepayment (a “***DecliningLender***”) shall give written notice thereof to the AdministrativeAgent by 11:00 a.m. no later than two Business Days after the date of suchnotice from the Administrative Agent.  Onsuch date, the Administrative Agent shall then provide written notice (the “***Second Offer***”) tothe Term Lenders other than the Declining Lenders (such Lenders being the “***Accepting Lenders***”)of the additional amount available (due to such Declining Lenders’ decliningsuch prepayment) to prepay Term Loans owing to such Accepting Lenders.  Any Lender declining prepayment pursuant tosuch Second Offer shall give written notice thereof to the Administrative Agentby 11:00 a.m. no later than two Business Days after the date of such notice ofa Second Offer.  The Borrower shallprepay the Loans as set forth in Section 2.05(b) within three BusinessDays after its receipt of notice from the Administrative Agent of the aggregateamount of such prepayment.  Amountsremaining after the allocation of accepted amounts with respect to the FirstOffer and the Second Offer to Accepting Lenders (other than amounts allocatedto the reduction of the Term Commitments in accordance with Section2.05(b)(ix)) shall be used by the Borrower to prepay loans under theRevolving Credit Facility as provided in Section 2.05(b)(viii) above,and the amounts remaining, if any, will be used by the Borrower to offer toprepay loans under the Second Lien Credit Agreement (and, after all requiredprepayments have been made under the Second

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### Lien CreditAgreement, the amount then remaining shall, at the option of the Borrower, beretained by the Borrower or, notwithstanding anything to the contrary inSection 7.06 and 7.15, distributed by the Borrower to Holdings for the solepurpose of repaying the Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan));provided that at any time after the Term Loans have been repaid orprepaid in full, notwithstanding the provisions of this sentence, anyprepayments required by Section 2.05(b) shall be applied as set forth inclause (vii) thereof.

## 2.06         Termination orReduction of Commitments.

### (a)           Optional.  The Borrower may, upon written notice to theAdministrative Agent, terminate the unused portions of the Term Commitments,the Letter of Credit Sublimit, or the unused Revolving Credit Commitments, orfrom time to time permanently reduce the unused portions of the TermCommitments, the Letter of Credit Sublimit, or the unused Revolving CreditCommitments; provided that (i) any such notice shall be received by theAdministrative Agent not later than 11:00 a.m. five Business Days prior to thedate of termination or reduction, (ii) any such partial reduction shall be inan aggregate amount of at least $500,000 or an integral multiple of $100,000 inexcess thereof, and (iii) the Borrower shall not terminate or reduce the unusedportions of the Term Commitments, the Letter of Credit Sublimit, or the unusedRevolving Credit Commitments if, after giving effect thereto and to anyconcurrent prepayments hereunder, the Total Outstandings would exceed theAggregate Commitments.

### (b)           Mandatory.

##### (i)            The Term Commitmentsshall be automatically and permanently reduced to zero upon the earlier of (i)May 1, 2007 and (ii) the date of the third Term Borrowing (or the first orsecond Term Borrowing, if the entire amount of the Term Facility is drawn as apart of such Borrowing).

##### (ii)           If after giving effectto any reduction or termination of unused Revolving Credit Commitments underthis Section 2.06, the Letter of Credit Sublimit or the Swing LineSublimit exceeds the amount of the Aggregate Revolving Credit Commitments, suchSublimit shall be automatically reduced by the amount of such excess.

### (c)           Application ofCommitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of anytermination or reduction of unused portions of the Letter of Credit Sublimit,or the unused Revolving Credit Commitment under this Section 2.06.  Upon any reduction of unused Commitmentsunder a Facility, the Commitment of each Lender under such Facility shall bereduced by such Lender’s Applicable Percentage of the amount by which suchFacility is reduced.  All fees accrueduntil the effective date of any termination of the Aggregate Commitments shallbe paid on the effective date of such termination.

## 2.07         Repayment of Loans.

### (a)           Term Loans.  The Borrower shall repay to theAdministrative Agent for the ratable account of the Term Lenders the aggregateprincipal amount of all Term Loans outstanding in quarterly payments of $375,000 (which amount shall be reduced as aresult of the application of prepayments in accordance with Section 2.06)on March 31, June 30, September 30, and December 31 of each year, commencing onMarch 31, 2007 (provided that if such date is not a Business Day, thensuch payment shall be made on the next preceding Business Day); provided,however, that (i) no payments pursuant to this Section 2.07(a)shall be made prior to the Existing Notes Repayment Date unless and except tothe extent permitted under the Existing Indenture, and (ii) the final principalrepayment

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### installment ofthe Term Loans shall be paid on the Maturity Date for the Term Facility and inany event shall be in an amount equal to the aggregate principal amount of allTerm Loans outstanding on such date.

### (b)           Revolving CreditLoans.  The Borrower shall repay tothe Administrative Agent for the ratable account of the Revolving CreditLenders on the Maturity Date for the Revolving Credit Facility the aggregateprincipal amount of all Revolving Credit Loans outstanding on such date.

### (c)           Swing Line Loans.  The Borrower shall repay to theAdministrative Agent for the ratable account of the Swing Line Lender and anyRevolving Credit Lender that has purchased a participation in a Swing Line Loanpursuant to Section 2.04 the outstanding principal amount of each SwingLine Loan on the Maturity Date.

## 2.08         Interest.

### (a)           Subject to theprovisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bearinterest on the outstanding principal amount thereof for each Interest Periodat a rate per annum equal to the Eurodollar Rate for such Interest Period plusthe Applicable Margin; (ii) each Base Rate Loan shall bear interest on theoutstanding principal amount thereof from the applicable borrowing date at arate per annum equal to the Base Rate plus the Applicable Margin; and(iii) each Swing Line Loan shall bear interest on the outstanding principalamount thereof from the applicable borrowing date at a rate per annum equal tothe Base Rate plus the Applicable Margin.

### (b)           (i)  Upon the occurrence and during thecontinuance of a Default or Event of Default under Section 8.01(a), (f)or (g), then upon the written request of the Required Lenders, allObligations not paid when due shall thereafter, until such Default or Event ofDefault no longer exists, bear interest at a fluctuating interest rate perannum at all times equal to the Default Rate to the fullest extent permitted byapplicable Laws.

##### (ii)           Accrued and unpaidinterest on past due amounts (including interest on past due interest) shall bedue and payable upon demand.

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

## 2.09         Fees.  In addition to certain fees described in Section2.03(j):

### (a)           Commitment Fee.  The Borrower shall pay to the AdministrativeAgent for the account of each Revolving Credit Lender in accordance with itsApplicable Percentage, a commitment fee of 0.50% per annum times theactual daily amount by which the aggregate Revolving Credit Commitments (*minus*, at all times prior to the Existing Notes RepaymentDate, the amount of the Delayed Revolver Commitment) exceed the sum of (i) theOutstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount ofL/C Obligations; provided, however, that any commitment feeaccrued with respect to any of the Commitments of a Defaulting Lender duringthe period prior to the time such Lender became a Defaulting Lender and unpaidat such time shall not be payable by the Borrower so long as such Lender shallbe a Defaulting Lender except to the extent that such commitment fee shallotherwise have been due and payable by the Borrower prior to such time; and providedfurther that no commitment fee shall accrue on any of the Commitments ofa Defaulting Lender so long as such Lender shall be a Defaulting Lender.  The commitment fee shall accrue at all timesfrom the Closing Date to the Maturity Date for the Revolving Credit Facility,including at any time during which one or more of the conditions

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### in ArticleIV is not met, and shall be due and payable (i) quarterly in arrears on thelast****Business Dayof each March, June, September and December, commencing with the last BusinessDay of March 2007, and (ii) on the Maturity Date for the Revolving CreditFacility, in each case on the basis of the number of days elapsed over a360-day year.

### (b)           Other Fees.

##### (i)            The Borrower shall payto the Arranger and the Administrative Agent for their own respective accountsfees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid andshall not be refundable for any reason whatsoever.

##### (ii)           The Borrower shall payto the Agents such fees as shall have been separately agreed upon in writing inthe amounts and at the times so specified. Unless otherwise expressly agreed by the Agents in writing, such feesshall be fully earned when paid and shall not be refundable for any reasonwhatsoever.

## 2.10         Computation ofInterest and Fees.  All computations ofinterest for Base Rate Loans when the Base Rate is determined by reference toCredit Suisse’s “prime rate” shall be made on the basis of a year of 365 or 366days, as the case may be, and actual days elapsed.  All other computations of fees and interestshall be made on the basis of a 360-day year and actual days elapsed.  Interest shall accrue on each Loan for theday on which the Loan is made, and shall not accrue on a Loan, or any portionthereof, for the day on which the Loan or such portion is paid; providedthat any Loan that is repaid on the same day on which it is made shall, subjectto Section 2.12(a), bear interest for one day.  Each determination by the AdministrativeAgent of an interest rate or fee hereunder shall be conclusive and binding forall purposes, absent manifest error.

## 2.11         Evidence ofIndebtedness.

### (a)           The Credit Extensionsmade by each Lender shall be evidenced by one or more accounts or recordsmaintained by such Lender and by the Administrative Agent in the ordinarycourse of business.  The accounts orrecords maintained by the Administrative Agent and each Lender shall beconclusive absent manifest error of the amount of the Credit Extensions made bythe Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error indoing so shall not, however, limit or otherwise affect the obligation of theBorrower hereunder to pay any amount owing with respect to theObligations.  In the event of anyconflict between the accounts and records maintained by any Lender and theaccounts and records of the Administrative Agent in respect of such matters,the accounts and records of the Administrative Agent shall control in theabsence of manifest error.  Upon therequest of any Lender made through the Administrative Agent, the Borrower shallexecute and deliver to such Lender (through the Administrative Agent) a Note,which shall evidence such Lender’s Loans in addition to such accounts orrecords.  Each Lender may attachschedules to its Note and endorse thereon the date, Type (if applicable),amount and maturity of its Loans and payments with respect thereto.

### (b)           In addition to theaccounts and records referred to in Section 2.11(a), each Lender and theAdministrative Agent shall maintain in accordance with its usual practiceaccounts or records evidencing the purchases and sales by such Lender ofparticipations in Letters of Credit and Swing Line Loans.  In the event of any conflict between theaccounts and records maintained by the Administrative Agent and the accountsand records of any Lender in respect of such matters, the accounts and recordsof the Administrative Agent shall control in the absence of manifest error.

### (c)           Entries made in goodfaith by the Administrative Agent in the Register pursuant to Section2.11(b), and by each Lender in its account or accounts pursuant to Section2.11(a), shall be

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### prima facieevidence of the amount of principal and interest due and payable or to becomedue and payable from the Borrower to, in the case of the Register, each Lenderand, in the case of such account or accounts, such Lender, under this Agreementand the other Loan Documents, absent manifest error; provided that thefailure of the Administrative Agent or such Lender to make an entry, or anyfinding that an entry is incorrect, in the Register or such account or accountsshall not limit or otherwise affect the obligations of the Borrower under thisAgreement and the other Loan Documents.

## 2.12         Payments Generally;Administrative Agent’s Clawback.

### (a)           General.  All payments to be made by the Borrower shallbe made without condition or deduction for any counterclaim, defense,recoupment or setoff.  All payments bythe Borrower hereunder shall be made to the Administrative Agent, for theaccount of the respective Lenders to which such payment is owed, at theAdministrative Agent’s Office in Dollars and in immediately available funds notlater than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distributeto each Lender its Applicable Percentage (or other applicable share as providedherein) of such payment in like funds as received by wire transfer to suchLender’s Lending Office.  All paymentsreceived by the Administrative Agent after 2:00 p.m. may, in the AdministrativeAgent’s sole discretion, be deemed received on the next succeeding Business Dayand any applicable interest or fee shall continue to accrue.

### (b)           (i)  Funding by Lenders; Presumption byAdministrative Agent.  Unless theAdministrative Agent shall have received notice from a Lender prior to theproposed date of any Borrowing that such Lender will not make available to theAdministrative Agent such Lender’s share of such Borrowing, the AdministrativeAgent may assume that such Lender has made such share available on such date inaccordance with Section 2.02 and may, in reliance upon such assumption,make available to the Borrower a corresponding amount.  In such event, if a Lender has not in factmade its share of the applicable Borrowing available to the Administrative Agent,then the applicable Lender and the Borrower severally agree to pay to theAdministrative Agent forthwith on demand such corresponding amount inimmediately available funds with interest thereon, for each day from andincluding the date such amount is made available to the Borrower to butexcluding the date of payment to the Administrative Agent, at (A) in the caseof a payment to be made by such Lender, the Federal Funds Rateand (B) in the case of a paymentto be made by the Borrower, the interest rate applicable to Base RateLoans.  If the Borrower and such Lendershall pay such interest to the Administrative Agent for the same or anoverlapping period, the Administrative Agent shall promptly remit to the Borrowerthe amount of such interest paid by the Borrower for such period.  If such Lender pays its share of theapplicable Borrowing to the Administrative Agent, then the amount so paid shallconstitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be withoutprejudice to any claim the Borrower may have against a Lender that shall havefailed to make such payment to the Administrative Agent.

(ii)           Payments by Borrower; Presumptions by AdministrativeAgent.  Unless the Administrative Agent shall havereceived notice from the Borrower prior to the date on which any payment is dueto the Administrative Agent for the account of the Lenders or the L/C Issuerhereunder that the Borrower will not make such payment, the AdministrativeAgent may assume that the Borrower has made such payment on such date inaccordance herewith and may, in reliance upon such assumption, distribute tothe Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrower has not infact made such payment, then each of the Lenders or the L/C Issuer, as the casemay be, severally agrees to repay to the Administrative Agent forthwith ondemand the amount so distributed to such Lender or the L/C Issuer, inimmediately available funds with interest thereon, for each day from andincluding the date such

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amount is distributed toit to but excluding the date of payment to the Administrative Agent, at theFederal Funds Rate.

A notice of the Administrative Agent to any Lender orthe Borrower 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 anyLoan to be made by such Lender as provided in the foregoing provisions of this ArticleII, and such funds are not made available to the Borrower by theAdministrative Agent because the conditions to the applicable Credit Extensionset forth in Article IV are not satisfied or waived in accordance withthe terms hereof, the Administrative Agent shall return such funds (in likefunds as received from such Lender) to such Lender, without interest.

(d)           Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to fundparticipations in Letters of Credit and Swing Line Loans and to make paymentspursuant to Section 9.05 are several and not joint.  The failure of any Lender to make any Loan orto fund any such participation or make payments pursuant to Section 9.05on any date required hereunder shall not relieve any other Lender of itscorresponding obligation to do so on such date, and no Lender shall beresponsible for the failure of any other Lender to so make its Loan or purchaseits participation or make payments pursuant to Section 9.05.

### (e)           Funding Source.  Nothing herein shall be deemed to obligateany Lender to obtain the funds for any Loan in any particular place or manneror to constitute a representation by any Lender that it has obtained or willobtain the funds for any Loan in any particular place or manner.

### (f)            Authorization.  The Borrower hereby authorizes each Lender,if and to the extent payment owed to such Lender is not made when due hereunderor, in the case of a Lender holding a Note, under the Note held by such Lender,to charge from time to time against any or all of the Borrower’s accounts withsuch Lender any amount so due.

### (g)           Insufficient Payment.  Whenever any payment received by theAdministrative Agent under this Agreement or any of the other Loan Documents isinsufficient to pay in full all amounts due and payable to the Agents and theLenders under or in respect of this Agreement and the other Loan Documents onany date, such payment shall be distributed by the Administrative Agent andapplied by the Agents and theLenders in the order of priority set forth in Section 8.03.  If the Administrative Agent receives fundsfor application to the Obligations of the Loan Parties under or in respect ofthe Loan Documents under circumstances for which the Loan Documents do notspecify the manner in which such funds are to be applied, the AdministrativeAgent may, but shall not be obligated to, elect to distribute such funds toeach of the Lenders in accordance with such Lender’s Applicable Percentage ofthe sum of (i) the Outstanding Amount of all Loans outstanding at such time and(ii) the Outstanding Amount of all L/C Obligations outstanding at such time, inrepayment or prepayment of such of the outstanding Loans or other Obligationsthen owing to such Lender.

## 2.13         Sharing of Payments byLenders.  If any Lender shall, byexercising any right of setoff or counterclaim or otherwise, obtain payment inrespect of any principal of or interest on any of the Loans made by it, or theparticipations in L/C Obligations or in Swing Line Loans held by it, resultingin such Lender’s receiving payment of a proportion of the aggregate amount ofsuch Loans or participations and accrued interest thereon greater than its prorata share thereof as provided herein, then the Lender receiving suchgreater proportion shall (a) notify the Administrative Agent of such fact, and(b) purchase (for cash at face value) participations in the Loans andsubparticipations in L/C Obligations and Swing Line Loans of the other Lenders,or make such other adjustments as shall be equitable, so that the benefit

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## of all suchpayments shall be shared by the Lenders ratably in accordance with theaggregate amount of principal of and accrued interest on their respectiveRevolving Credit Loans and Term Loans and other amounts owing them; providedthat:

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

##### (ii)           the provisions of this Section2.13 shall not be construed to apply to (A) any payment made by theBorrower pursuant to and in accordance with the express terms of this Agreementor (B) any payment obtained by a Lender as consideration for the assignment ofor sale of a participation in any of its Loans or subparticipations in L/CObligations or Swing Line Loans to any assignee or participant, other than tothe Borrower or any Subsidiary (as to which the provisions of this Section2.13 shall apply).

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

## 2.14         Increase in TermCommitments.

### (a)           Request for Increase.  After the Existing Notes Repayment Date, andso long as no Default has occurred and is continuing or would result therefrom,upon notice to the Administrative Agent (which shall promptly notify theTerm Lenders), the Borrower may from time to time, but on no more thanthree occasions prior to the maturity of the Term Facility, request an increasein the Term Commitments (a “***TermCommitment Increase***”) to be made available to the Borrower; providedthat (i) any such request for an increase shall be in a minimum amount of$5,000,000 or increments of $1,000,000 in excess thereof, (ii) such TermCommitment Increase, plus all previous Term Commitment Increases, shall notexceed $30,000,000, and (iii) any such Term Commitment Increase shall mature onthe Maturity Date.  At the time ofsending such notice, the Borrower (in consultation with the AdministrativeAgent) shall specify the time period within which each Term Lender isrequested to respond (which shall in no event be less than ten Business Daysfrom the date of delivery of such notice to the Term Lenders).

### (b)           Lender Elections toIncrease.  Each Term Lendershall notify the Administrative Agent within such time period whether or not itagrees to increase its Term Commitment and, if so, whether by an amountequal to, greater than, or less than its ratable portion (based on suchTerm Lender’s Applicable Percentage in respect of the Term Facility)of such requested increase.  AnyTerm Lender not responding within such time period shall be deemed to havedeclined to increase its Term Commitment.

### (c)           Notification by Administrative Agent;Additional Term Lenders.  The Administrative Agent shall notify theBorrower and each Term Lender of the Term Lenders’ responses to eachrequest made hereunder.  To achieve thefull amount of a requested increase, and subject to the approval of theAdministrative Agent (which approval shall not be unreasonably withheld), theBorrower may also invite additional Eligible Assignees to become Term Lenderspursuant to a joinder agreement in form and substance reasonably satisfactoryto the Administrative Agent.

### (d)           Effective Date and Allocations.  Ifthe Term Commitments are increased in accordance with this Section 2.14,the Administrative Agent and the Borrower shall determine the

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### effective date (the “***Term Increase Effective Date***”)and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the TermLenders of the final allocation of such increase and the Term IncreaseEffective Date.

### (e)           Conditions to Effectiveness of Increase.  As acondition precedent to such increase, the Borrower shall deliver to theAdministrative Agent a certificate of each Loan Party dated as of the TermIncrease Effective Date (in sufficient copies for each Lender) signed by aResponsible Officer of such Loan Party (i) certifying and attaching theresolutions adopted by such Loan Party approving or consenting to suchincrease, and (ii) certifying that, before and after giving effect to suchincrease, (A) the Borrower is in compliance, calculated as of the last day ofthe most recently ended fiscal quarter for which financial statements have beendelivered pursuant to Section 6.01(a) or Section 6.01(b), withthe financial covenants specified in Section 7.11 on a proforma basis after giving effectthereto, and (B) the conditions set forth in Sections 4.02(a) and (b)have been satisfied.

### (f)            Incremental Term Commitment Amendment.  Anyincrease in Term Commitments pursuant to this Section 2.14 shall beeffected pursuant to an amendment (an “***IncrementalTerm Commitment Amendment***”) to this Agreement, executed by theLoan Parties, the Lenders providing such increased Term Commitments (and noother Lenders) and the Administrative Agent. Any Incremental Term Commitment Amendment may, without the consent ofany Lenders other than the Lenders providing the increased Term Commitments,effect such amendments to any Loan Documents as may be necessary orappropriate, in the opinion of the Administrative Agent, to effect the provisionsof this Section 2.14.

### (g)           Conflicting Provisions.  ThisSection shall supersede any provisions in Section10.01 tothe contrary.

# Article IIITAXES, YIELD PROTECTION AND ILLEGALITY

## 3.01         Taxes.

### (a)           Payments Free ofTaxes.  Any and all payments by or onaccount of any obligation of the Borrower hereunder or under any other LoanDocument shall be made free and clear of and without reduction or withholdingfor any Indemnified Taxes or Other Taxes; provided that if the Borrowershall be required by applicable law to deduct any Indemnified Taxes (includingany Other Taxes) from such payments, then (i) the sum payable shall beincreased as necessary so that after making all required deductions (includingdeductions applicable to additional sums payable under this Section 3.01),the Administrative Agent, Lender or L/C Issuer, as the case may be, receives anamount equal to the sum it would have received had no such deductions beenmade, (ii) the Borrower shall make such deductions and (iii) the Borrower shalltimely pay the full amount deducted to the relevant Governmental Authority inaccordance with applicable law.

### (b)           Payment of OtherTaxes by the Borrower.  Withoutlimiting the provisions of subsection (a) above, the Borrower shalltimely pay any Indemnified Taxes or Other Taxes to the relevant GovernmentalAuthority in accordance with applicable law.

### (c)           Indemnification bythe Borrower.  The Borrower shallindemnify the Administrative Agent, each Lender and the L/C Issuer, within 10days after written demand therefor, for the full amount of any IndemnifiedTaxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed orasserted on or attributable to amounts payable under this Section 3.01)paid by the Administrative Agent, such Lender or the L/C Issuer, as the casemay be, and any penalties, interest and

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### reasonableexpenses arising therefrom or with respect thereto, whether or not suchIndemnified Taxes or Other Taxes were correctly or legally imposed or assertedby the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered tothe Borrower by a Lender or the L/C Issuer (with a copy to the AdministrativeAgent), or by the Administrative Agent on its own behalf or on behalf of aLender or the L/C Issuer, shall be conclusive absent manifest error.

### (d)           Evidence of Payments.  As soon as practicable after any payment ofIndemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,the Borrower shall deliver to the Administrative Agent the original or acertified copy of a receipt issued by such Governmental Authority evidencingsuch payment, a copy of the return reporting such payment or other evidence ofsuch payment reasonably satisfactory to the Administrative Agent.

### (e)           Status of Lenders.  Any Foreign Lender that is entitled to anexemption from or reduction of withholding tax under the law of thejurisdiction in which the Borrower is resident for tax purposes, or any treatyto which such jurisdiction is a party, with respect to payments hereunder orunder any other Loan Document shall deliver to the Borrower (with a copy to theAdministrative Agent), at the time or times prescribed by applicable law and asare reasonably requested by the Borrower or the Administrative Agent, suchproperly completed and executed documentation prescribed by applicable law aswill permit such payments to be made without withholding or at a reduced rateof withholding.  In addition, any Lender,if requested by the Borrower or the Administrative Agent, shall deliver suchother documentation prescribed by applicable law or reasonably requested by theBorrower or the Administrative Agent as will enable the Borrower or theAdministrative Agent to determine whether or not such Lender is subject tobackup withholding or information reporting requirements.

Without limiting the generality of the foregoing, inthe event that the Borrower is resident for tax purposes in the United States,any Foreign Lender shall deliver to the Borrower and the Administrative Agent(in such number of copies as shall be requested by the recipient) on or priorto the date on which such Foreign Lender becomes a Lender under this Agreement(and from time to time thereafter upon the request of the Borrower or theAdministrative Agent, but only if such Foreign Lender is legally entitled to doso), whichever of the following is applicable:

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

##### (ii)           duly completed copiesof Internal Revenue Service Form W-8ECI,

##### (iii)          in the case of a ForeignLender claiming the benefits of the exemption for portfolio interest underSection 881(c) of the Code, (x) a certificate to the effect that such Foreign Lenderis not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B)a “10 percent shareholder” of the Borrower within the meaning of Section881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” describedin Section 881(c)(3)(C) of the Code and (y) duly completed copies of InternalRevenue Service Form W-8BEN, or

##### (iv)          any other formprescribed by applicable law as a basis for claiming exemption from or areduction in United States Federal withholding tax duly completed together withsuch supplementary documentation as may be prescribed by applicable law topermit the Borrower to determine the withholding or deduction required to bemade.

### (f)            Treatment ofCertain Refunds.  If theAdministrative Agent, any Lender or the L/C Issuer determines, in its solediscretion, that it has received a refund of any Taxes or Other Taxes as towhich it has been indemnified by the Borrower or with respect to which theBorrower has paid

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### additionalamounts pursuant to this Section 3.01, it shall pay to the Borrower anamount equal to such refund (but only to the extent of indemnity payments made,or additional amounts paid, by the Borrower under this Section 3.01 withrespect to the Indemnified Taxes or Other Taxes giving rise to such refund),net of all out-of-pocket expenses of the Administrative Agent, any Lender orthe L/C Issuer, as the case may be, and withholding at any amounts as requiredunder applicable Law and without interest (other than any interest paid by therelevant Governmental Authority with respect to such refund); providedthat the Borrower, upon the request of the Administrative Agent, such Lender orthe L/C Issuer, agrees to repay the amount paid over to the Borrower (plus anypenalties, interest or other charges imposed by the relevant GovernmentalAuthority) to the Administrative Agent, such Lender or the L/C Issuer in theevent the Administrative Agent, such Lender or the L/C Issuer is required torepay such refund to such Governmental Authority.  This subsection (f) shall not beconstrued to require the Administrative Agent, any Lender or the L/C Issuer tofile its returns in a particular manner or to make available its tax returns(or any other information relating to its taxes that it deems confidential) tothe Borrower or any other Person.

## 3.02         Illegality.  If any Law has made it unlawful, or anyGovernmental Authority has asserted that it is unlawful, for any Lender or itsapplicable Lending Office to make, maintain or fund Eurodollar Rate Loans, orto determine or charge interest rates based upon the Eurodollar Rate, or anyGovernmental Authority has imposed material restrictions on the authority ofsuch Lender to purchase or sell, or to take deposits of, Dollars in the Londoninterbank market, then, on notice thereof by such Lender to the Borrowerthrough the Administrative Agent, any obligation of such Lender to make orcontinue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar RateLoans shall be suspended until such Lender notifies the Administrative Agentand the Borrower that the circumstances giving rise to such determination nolonger exist.  Upon receipt of suchnotice, the Borrower shall, upon demand from such Lender (with a copy to theAdministrative Agent), prepay or, if applicable, convert all Eurodollar RateLoans of such Lender to Base Rate Loans, either on the last day of the InterestPeriod therefor, if such Lender may lawfully continue to maintain suchEurodollar Rate Loans to such day, or immediately, if such Lender may notlawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, theBorrower shall also pay accrued interest on the amount so prepaid or converted.

## 3.03         Inability to DetermineRates.  If the Required Lendersdetermine that for any reason in connection with any request for a EurodollarRate Loan or a conversion to or continuation thereof that (a) Dollar depositsare not being offered to banks in the London interbank eurodollar market forthe applicable amount and Interest Period of such Eurodollar Rate Loan, (b)adequate and reasonable means do not exist for determining the Eurodollar Ratefor any requested Interest Period with respect to a proposed Eurodollar RateLoan, or (c) the Eurodollar Rate for any requested Interest Period with respectto a proposed Eurodollar Rate Loan does not adequately and fairly reflect thecost to such Lenders of funding such Loan, or that Dollar deposits are notbeing offered to banks in the London interbank eurodollar market for theapplicable amount and the Interest Period of such Eurodollar Rate Loan, theAdministrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders tomake or maintain Eurodollar Rate Loans shall be suspended until theAdministrative Agent (upon the instruction of the Required Lenders) revokessuch notice.  Upon receipt of suchnotice, the Borrower may revoke any pending request for a Borrowing of,conversion to or continuation of Eurodollar Rate Loans or, failing that, willbe deemed to have converted such request into a request for a Borrowing of BaseRate Loans in the amount specified therein.

## 3.04         Increased Costs;Reserves on Eurodollar Rate Loans.

### (a)           Increased CostsGenerally.  If any Change in Lawshall:

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##### (i)            impose, modify or deemapplicable any reserve, special deposit, compulsory loan, insurance charge orsimilar requirement against assets of, deposits with or for the account of, orcredit extended or participated in by, any Lender (except any reserverequirement taken into account indetermining the Eurodollar Rate) or the L/C Issuer;

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

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

and the result of any of the foregoing shall be toincrease the cost to such Lender of making or maintaining any Eurodollar RateLoan (or of maintaining its obligation to make any such Loan), or to increasethe cost to such Lender or the L/C Issuer of participating in, issuing ormaintaining any Letter of Credit (or of maintaining its obligation toparticipate in or to issue any Letter of Credit), or to reduce the amount ofany sum received or receivable by such Lender or the L/C Issuer hereunder (whetherof principal, interest or any other amount) then, upon request of such Lenderor the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, asthe case may be, such additional amount or amounts as will compensate suchLender or the L/C Issuer, as the case may be, for such additional costsincurred or reduction suffered.

### (b)           Capital Requirements.  If any Lender or the L/C Issuer determinesthat any Change in Law affecting such Lender or the L/C Issuer or any LendingOffice of such Lender or such Lender’s or the L/C Issuer’s holding company, ifany, regarding capital requirements has or would have the effect of reducingthe rate of return on such Lender’s or the L/C Issuer’s capital or on thecapital of such Lender’s or the L/C Issuer’s holding company, if any, as aconsequence of this Agreement, the Commitments of such Lender or the Loans madeby, or participations in Letters of Credit held by, such Lender, or the Lettersof Credit issued by the L/C Issuer, to a level below that which such Lender orthe L/C Issuer or such Lender’s or the L/C Issuer’s holding company could haveachieved but for such Change in Law (taking into consideration such Lender’s orthe L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’sholding company with respect to capital adequacy), then from time to time theBorrower will pay to such Lender or the L/C Issuer, as the case may be, suchadditional amount or amounts as will compensate such Lender or the L/C Issueror such Lender’s or the L/C Issuer’s holding company for any such reductionsuffered.

### (c)           Certificates forReimbursement.  A certificate of aLender or the L/C Issuer setting forth the amount or amounts necessary tocompensate such Lender or the L/C Issuer or its holding company, as the casemay be, as specified in subsection (a) or (b) of this Section3.04 or in Section 3.05, and specifying in reasonable detail thebasis for such compensation, and delivered to the Borrower shall be conclusiveabsent manifest error.  The Borrowershall pay such Lender or the L/C Issuer, as the case may be, the amount shownas due on any such certificate within 10 days after receipt thereof.

### (d)           Notwithstandinganything in this Agreement to the contrary, the Borrower shall not be obligatedto make any payment to any Lender or the L/C Issuer under this Section 3.04in respect of any Change in Law for any period more than 180 days prior to thedate on which such Lender or L/C Issuer gives written notice to the Borrower ofits intent to request such payment under this Section 3.04;

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### provided,however, that if such Change in Law has retroactive effect, the Borrowershall be required to make any such payments for the period of retroactivity.

## 3.05         Compensation forLosses.  Upon demand of any Lender(with a copy to the Administrative Agent) from time to time, the Borrower shallpromptly compensate such Lender for and hold such Lender harmless from any loss(other than lost profit), cost or expense incurred by it as a result of:

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

#### (b)           any failure by theBorrower (for a reason other than the failure of such Lender to make a Loan) toprepay, borrow, continue or convert any Loan other than a Base Rate Loan on thedate or in the amount notified by the Borrower;

including any loss orexpense arising from the liquidation or reemployment of funds obtained by it tomaintain such Loan or from fees payable to terminate the deposits from whichsuch funds were obtained.  For purposes of calculating amountspayable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded eachEurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by amatching deposit or other borrowing in the London interbank eurodollar marketfor a comparable amount and for a comparable period, whether or not such EurodollarRate Loan was in fact so funded.

## 3.06         Mitigation Obligations.  If (a) any Lender or the L/C Issuershall request compensation under Section 3.01, (b) any Lenderor the L/C Issuer delivers a notice described in Section 3.02 or(c) the Borrower is required to pay any additional amount to any Lender orthe L/C Issuer or any Governmental Authority on account of any Lender or theL/C Issuer, pursuant to Section 3.04, then such Lender or the L/CIssuer shall use reasonable efforts (which shall not require such Lender or theL/C Issuer to incur an unreimbursed loss or unreimbursed cost or expense orotherwise take any action inconsistent with its internal policies or legal orregulatory restrictions or suffer any disadvantage or burden deemed by it to besignificant) (i) to file any certificate or document reasonably requested inwriting by the Borrower or (ii) to assign its rights and delegate andtransfer its obligations hereunder to another of its offices, branches oraffiliates, if such filing or assignment would reduce its claims forcompensation under Section 3.01 or enable it to withdraw its noticepursuant to Section 3.02 or would reduce amounts payable pursuantto Section 3.04, as the case may be, in the future.  The Borrower hereby agrees to pay allreasonable costs and expenses incurred by any Lender or the L/C Issuer inconnection with any such filing or assignment, delegation and transfer.

## 3.07         Survival.  This Article III shall survivetermination of the Aggregate Commitments and repayment of all other Obligationshereunder.

# Article IVCONDITIONS PRECEDENT TO Credit Extensions

## 4.01         Conditions of InitialCredit Extension.  The obligation ofthe L/C Issuer and each Lender to make its initial Credit Extension hereunderis subject to satisfaction, or waiver in accordance with Section 10.01,of the following conditions precedent:

#### (a)           The AdministrativeAgent shall have received each of the following, each of which shall beoriginals or telecopies (followed promptly by originals), each dated theClosing

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#### Date (or, inthe case of certificates of governmental officials, a recent date before theClosing Date), each in form and substance satisfactory to the AdministrativeAgent and each of the Lenders and in such number of copies as may be requestedby the Administrative Agent:

###### (i)            duly executedcounterparts of this Agreement and the Guaranties, sufficient in number fordistribution to each Agent, each Lender and the Borrower;

###### (ii)           a Note or Notes dulyexecuted by the Borrower in favor of each Lender requesting the same;

###### (iii)          the Security Agreement,duly executed by each Loan Party, together with:

(A)          certificatesrepresenting the Pledged Interests referred to therein accompanied by undatedstock powers executed in blank and instruments evidencing the Pledged Debtendorsed in blank,

(B)           acknowledgment copiesor stamped receipt copies of proper financing statements, duly filed on orbefore the day of the initial Credit Extension under the Uniform CommercialCode of all jurisdictions that the Administrative Agent may reasonably deemnecessary or desirable in order to perfect and protect the first priority liensand security interests created under the Security Agreement, covering theCollateral described in the Security Agreement or financing statements in properform for filing shall have been authorized by each Loan Party and arrangementswith respect to filing of such financing statements shall have been made in amanner reasonably satisfactory to the Administrative Agent,

(C)           completed requests forinformation, dated on or before the date of the initial Credit Extension,listing all effective financing statements filed in the jurisdictions referredto in clause (B) above that name any Loan Party as debtor, togetherwith copies of such other financing statements, and

(D)          evidence of thecompletion of all other actions, recordings and filings of or with respect tothe Security Agreement that the Administrative Agent may reasonably deemnecessary or desirable in order to perfect and protect the liens and securityinterests created thereby (including, without limitation, receipt of dulyexecuted payoff letters, UCC-3 termination statements) and that all filing andrecording taxes and fees (if any) have been paid;

###### (iv)          the IntellectualProperty Security Agreement, duly executed by each Loan Party, together withevidence that all action that the Administrative Agent may deem necessary ordesirable in order to perfect and protect the first priority liens and securityinterests created under the Intellectual Property Security Agreement has beenauthorized;

###### (v)           such duly executedcertificates of resolutions or consents, and incumbency certificates ofResponsible Officers of each Loan Party as the Administrative Agent or theLenders may reasonably require evidencing the identity, authority and capacityof each Responsible Officer thereof authorized to act as a Responsible Officerin

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###### connectionwith this Agreement and the other Loan Documents to which such Loan Party is aparty or is to be a party;

###### (vi)          such documents and dulyexecuted certifications as the Administrative Agent or the Lenders mayreasonably require to evidence that each Loan Party is duly organized orformed, and that each Loan Party is validly existing, in good standing andqualified to engage in business in its jurisdiction of incorporation orformation and each other jurisdiction in which it conducts business, exceptwhere the failure to be so qualified could not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect;

###### (vii)         favorable opinions of (A)Kirkland & Ellis LLP, counsel to the Loan Parties, addressed to each Agentand each Lender, in substantially the form of Exhibit I-1 and coveringsuch other matters concerning the Loan Parties and the Loan Documents as theRequired Lenders may reasonably request, and (B) to the extent not covered inthe opinion referred to in clause (A) above, local counsel to the Loan Partiesin states in which the Loan Parties are incorporated or organized, in form andsubstance satisfactory to the Administrative Agent;

###### (viii)        a certificate of the chiefexecutive officer, chief financial officer or a senior vice president of eachLoan Party either (A) attaching copies of all governmental consents, licensesand approvals required in connection with the execution, delivery andperformance by such Loan Party and the validity against such Loan Party of theLoan Documents to which it is a party, and such governmental consents, licensesand approvals shall be in full force and effect, or (B) stating that no suchgovernmental consents, licenses or approvals are so required;

###### (ix)           a certificate signed bythe chief executive officer, chief financial officer or a senior vice presidentof the Borrower certifying (A) that the conditions specified in Sections 4.02(a)and (b) have been satisfied and (B) that since September 30, 2006, noCompany Material Adverse Effect has occurred;

###### (x)            a certificateattesting to the Solvency of Holdings and its Subsidiaries taken as a whole,before and after giving effect to the Transaction, from the chief executiveofficer, chief financial officer or a senior vice president of Holdings,substantially in the form of Exhibit H hereto;

###### (xi)           unaudited consolidatedbalance sheets and related statements of income, stockholders’ equity and cashflows for the Company for (1) the most recent fiscal quarter ended at least 45days before the Closing Date and (2) each fiscal month after the most recentfiscal quarter for which financial statements were received by theAdministrative Agent as described in clause (1) above and ended at least45 days before the Closing Date, in each case to be reasonably satisfactory tothe Administrative Agent;

###### (xii)          a proformaconsolidated balance sheet and related proforma consolidatedstatement of income of the Borrower as of and for the most recent fulltwelve-month period ending at least 45 days prior to the Closing Date, givingeffect to the Transaction as if the Transaction had occurred as of such date(in the case of such balance sheet) or at the beginning of such period (in thecase of such other financial statements), which shall, in all materialrespects, be prepared in accordance with Regulation S-X

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###### under theSecurities Act of 1933, as amended and as further adjusted by the Specified ProForma Adjustments;

###### (xiii)         forecasts prepared bymanagement of the Company, in form and substance reasonably satisfactory to theArranger, of balance sheets, income statements and cash flow statements for theCompany and its Subsidiaries on a quarterly basis for the first eight quarterscommencing with first quarter ending of 2007 and on an annual basis commencingwith the first fiscal year following the day of the initial Credit Extensionuntil the Maturity Date for the Term Facility; it being understood and agreed that(A) any financial or business projections furnished by the Company aresubject to significant uncertainties and contingencies, which may be beyond thecontrol of the Company, (B) no assurance is given by the Company that theresults or forecast in any such projections will be realized and (C) theactual results may differ from the forecast results set forth in suchprojections and such differences may be material;

###### (xiv)        a certificate signed bythe chief executive officer, chief financial officer or a senior vice presidentof the Borrower certifying that the proforma financialstatements delivered pursuant to clause (xii) above and the forecastsdelivered pursuant to clause (xiii) above were prepared in good faith onthe basis of the assumptions stated therein, which assumptions were believed tobe reasonable in light of the conditions existing at the time of delivery ofsuch proforma financial statements and forecasts, and, withrespect to the forecasts, represented, at the time of delivery, the Borrower’sbest estimate of its future financial performance; it being understood andagreed that (A) any financial or business projections furnished by theBorrower are subject to significant uncertainties and contingencies, which maybe beyond the control of the Borrower, (B) no assurance is given by theBorrower that the results or forecast in any such projections will be realizedand (C) the actual results may differ from the forecast results set forthin such projections and such differences may be material;

###### (xv)         evidence that allinsurance required to be maintained pursuant to the Loan Documents has beenobtained and is in effect and names the Collateral Agent as additional insuredand loss payee, including an insurance broker’s letter to such effect reasonablysatisfactory to the Administrative Agent;

###### (xvi)        certified copies of theRelated Documents, duly executed by the parties thereto and in form andsubstance reasonably satisfactory to the Lenders, together with all agreements,instruments and other documents delivered in connection therewith as theAdministrative Agent shall request;

###### (xvii)       evidence that the EquityContribution, on terms and conditions reasonably acceptable in all materialrespects to the Administrative Agent, was made to Holdings and, in turn, to theBorrower;

###### (xviii)      evidence that all ExistingIndebtedness, other than Surviving Indebtedness, has been prepaid, redeemed ordefeased in full or otherwise satisfied and extinguished from cash on hand ofthe Borrower and all commitments relating thereto terminated and that allSurviving Indebtedness shall be on terms and conditions reasonably satisfactoryto the Administrative Agent;

###### (xix)         confirmation reasonablysatisfactory to the Administrative Agent that the Merger has been consummatedor will be consummated on the Closing Date; and

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###### (xx)          an Assumption Agreement,duly executed by the Company.

### (b)           To the extent invoicedto the Borrower or the Sponsor, the Borrower shall have paid all accrued feesand expenses of the Agents, the Arranger and the initial Lenders (including thefees, disbursements and other charges of Shearman & Sterling LLP)****on or before the Closing Date.

### (c)           The Closing Date shallhave occurred on or before February 24, 2007.

### (d)           All governmentalauthorizations and all third party consents and approvals necessary inconnection with the Transaction and the other transactions contemplated therebyshall have been obtained (without the imposition of any conditions that are notreasonably acceptable to the Lenders) and shall remain in effect; allapplicable waiting periods in connection with the Transaction (other than aperiod not to exceed 20 Business Days during which the Debt Tender Offer mustremain open) shall have expired without any action being taken by anyGovernmental Authority, and no Law shall be applicable in the reasonablejudgment of the Lenders, in each case that restrains, prevents or imposesmaterially adverse conditions upon the Transaction or the other transactionscontemplated thereby or the rights of the Loan Parties or their Subsidiariesfreely to transfer or otherwise dispose of, or to create any Lien on, anyproperties now owned or hereafter acquired by any of them.

### (e)           The Merger and theother Transactions (other than any Debt Tender Offer or the COC Put Offer) shallhave been consummated (i) in accordance with the terms and conditions describedin the Merger Agreement and the Related Documents without any waiver, amendmentor supplement of any term, provision or condition that is materially adverse tothe interests of the Lenders unless approved in writing by the AdministrativeAgent (which approval shall not be unreasonably withheld), and (ii) in materialcompliance with all applicable requirements of Law.

### (f)            The Merger Agreementshall be in full force and effect.

### (g)           The AdministrativeAgent shall have received, at least five Business Days prior to the ClosingDate, all documentation and other information required by regulatoryauthorities under applicable “know-your-customer” and anti-money launderingrules and regulations, including without limitation the Patriot Act.

Without limiting the generality of the provisions of Section9.02, for purposes of determining compliance with the conditions specifiedin this Section 4.01, each Lender that has signed this Agreement shallbe deemed to have consented to, approved or accepted or to be satisfied with,each document or other matter required thereunder to be consented to orapproved by or acceptable or satisfactory to a Lender unless the AdministrativeAgent shall have received notice from such Lender prior to the proposed ClosingDate specifying its objection thereto.

## 4.02         Conditions to AllCredit Extensions.  The obligation ofeach Lender to honor any Request for Credit Extension (other than a CommittedLoan Notice requesting only a conversion of Loans to the other Type, or acontinuation of Eurodollar Rate Loans) is subject to the following conditionsprecedent:

#### (a)           The representations,warranties and certifications of or on behalf of the Loan Parties contained in ArticleV or any other Loan Document (excluding, in the case of the initial CreditExtension hereunder on the Closing Date, the representation and warrantycontained in Section 5.05(d)), or which are contained in any documentfurnished at any time under or in connection herewith or therewith, shall betrue and correct in all material respects on and as of the date of such CreditExtension (in each case both before and after giving effect thereto), except to

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#### the extentthat such representations and warranties specifically refer to an earlier date,in which case they shall be true and correct in all material respects as ofsuch earlier date, and except that for purposes of this Section 4.02,the representations and warranties contained in Section 5.05(a) and (b)only shall be deemed to refer to the most recent statements furnished pursuantto Sections 6.01(a) and (b), respectively.

#### (b)           No Default or Event ofDefault has occurred and is continuing, or would result from such proposedCredit Extension or from the application of the proceeds therefrom.

#### (c)           The AdministrativeAgent and, if applicable, the L/C Issuer or the Swing Line Lender shall havereceived a Request for Credit Extension in accordance with the requirementshereof.

#### (d)           Solely with respect tothe third Term Borrowing (or the first or second Term Borrowing, if the entireamount of the Term Facility is drawn as a part of such Borrowing), the Borrowershall have provided the Administrative Agent with evidence reasonablysatisfactory to the Administrative Agent of the prior or concurrent redemption,repurchase, retirement or defeasance of all the Existing Notes (including, butnot limited to, confirmation from the trustee under the Existing Indenture thatall the obligations of the Company and each of its subsidiary guarantors underthe Existing Indenture have been terminated) or evidence that a majority of theExisting Notes have been purchased pursuant to the Debt Tender Offer.

Each Request for Credit Extension (other than aCommitted Loan Notice requesting only a conversion of Loans to the other Typeor a continuation of Eurodollar Rate Loans) submitted by the Borrower shall bedeemed to be a representation and warranty that the conditions specified in Sections4.02(a) and (b) have been satisfied on and as of the date of theapplicable Credit Extension.

# Article VREPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agents andthe Lenders that:

## 5.01         Existence,Qualification and Power; Compliance with Laws.  Each Loan Party and each of its Subsidiaries(a) is duly organized or formed, validly existing and in good standing underthe Laws of the jurisdiction of its incorporation or organization, (b) hasall requisite corporate, partnership or limited liability company power andauthority and all requisite governmental licenses, authorizations, consents andapprovals to (i) own or lease its assets and carry on its business, except tothe extent that failure to do so would not reasonably be expected to have aMaterial Adverse Effect, and (ii) execute, deliver and perform its obligationsunder the Loan Documents and the Related Documents to which it is a party, (c)is duly qualified and is licensed and in good standing under the Laws of each jurisdictionwhere its ownership, lease or operation of properties or the conduct of itsbusiness requires such qualification or license, except to the extent thatfailure to do so would not reasonably be expected to have a Material AdverseEffect, and (d) is in compliance with the requirements of (i) the Patriot Actand all other laws and regulations relating to money laundering and terroristactivities and (ii) all other Laws and all orders, writs, injunctions anddecrees applicable to it or to its properties except, in the case of this clause(ii), in such instances in which (A) such requirement of Law or order,writ, injunction or decree is being contested in good faith by appropriateproceedings diligently conducted or (B) the failure to comply therewith, eitherindividually or in the aggregate, would not reasonably be expected to have aMaterial Adverse Effect.

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## 5.02         Authorization; NoContravention.  The execution,delivery and performance by each Loan Party of each Loan Document and RelatedDocument to which such Person is or is to be a party, and the consummation ofthe Transaction, are within such Loan Party’s corporate, partnership or limitedliability company or other powers, have been duly authorized by all necessarycorporate or other organizational action, and do not and will 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 ofany Lien under, or require any payment to be made under (i) any ContractualObligation to which such Person is a party or affecting such Person or theproperties of such Person or any of its Subsidiaries or (ii) any order,injunction, writ or decree of any Governmental Authority or any arbitral awardto which such Person or its property is subject; or (c) violate any Law (itbeing understood that at any time that this representation and warranty is madeor deemed to be made, this clause (c) shall refer only to Laws in effectat such time).  No Loan Party or any ofits Subsidiaries is in violation of any Law or in breach of any suchContractual Obligation, the violation or breach of which could be reasonablylikely to have a Material Adverse Effect.

## 5.03         GovernmentalAuthorization; Other Consents.  Noapproval, consent, exemption, authorization, or other action by, or notice to,or filing with, any Governmental Authority or any other Person is necessary orrequired in connection with (a) the execution, delivery or performance by, orenforcement against, any Loan Party of this Agreement, any other Loan Documentor any Related Document, or for the consummation of the Transaction (other thanfilings required to be made with the U.S. Securities and Exchange Commission inconnection with the Debt Tender Offer or the COC Put Offer), (b) the grantby any Loan Party of the Liens granted by it pursuant to the CollateralDocuments, (c) the perfection or maintenance of the Liens created underthe Collateral Documents (including the first priority nature thereof) or(d) the exercise by any Agent or any Lender of its rights under the LoanDocuments or the remedies in respect of the Collateral pursuant to theCollateral Documents, except for authorizations, approvals, actions, noticesand filings that have been (or contemporaneously herewith will be) dulyobtained, taken, given or made and are (or, upon obtaining, taking, giving ormaking any such authorization, approval, action, notice or filing, will be) infull force and effect and, in the case of any authorizations, approvals,actions, notices or filings by, to or with any Governmental Authority(excluding filings of financing statements under the Uniform Commercial Code,filings in the U.S. Patent and Trademark Office and filings with respect to anyMortgage), are listed on Schedule 5.03 hereto.  All applicable waiting periods in connectionwith the Transaction have expired without any action having been taken by anyGovernmental Authority restraining, preventing or imposing materially adverseconditions upon the Transaction or the rights of the Loan Parties or theirSubsidiaries freely to transfer or otherwise dispose of, or to create any Lienon, any properties now owned or hereafter acquired by any of them.  The Acquisition has been consummated in accordancewith the Merger Agreement and applicable Law.

## 5.04         Binding Effect.  This Agreement has been, and each other LoanDocument, when delivered hereunder, will have been, duly executed and deliveredby each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when sodelivered will constitute, a legal, valid and binding obligation of such LoanParty, enforceable against each Loan Party that is party thereto in accordancewith its terms, subject as to enforceability to the effect of applicablebankruptcy, insolvency, reorganization, receivership, moratorium and othersimilar laws relating to or affecting creditor’s rights generally, and theeffect of general principles of equity, whether applied by a court of law orequity.

## 5.05         Financial Statements;No Material Adverse Effect.

### (a)           The Audited FinancialStatements (i) were prepared in accordance with GAAP consistently appliedthroughout the period covered thereby, except as otherwise expressly notedtherein;

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### (ii) fairlypresent in all material respects the financial condition of the Company and itsSubsidiaries as of the date thereof and their results of operations for theperiod covered thereby in accordance with GAAP consistently applied throughoutthe period covered thereby, except as otherwise expressly noted therein; and(iii) show all material indebtedness and other liabilities, direct orcontingent, of the Company and its Subsidiaries as of the date thereof,including liabilities for taxes, material commitments and Indebtedness, to theextent required by GAAP to be shown therein.

### (b)           The most recentquarterly and monthly unaudited consolidated financial statements of theCompany and its Subsidiaries for the fiscal year 2006 delivered to theAdministrative Agent pursuant to Section 4.01(a)(xi), and the mostrecent quarterly unaudited consolidated financial statements of the Borrowerand its Subsidiaries delivered pursuant to Section 6.01(b), and therelated consolidated statements of income or operations, shareholders’ equity(in the case of annual financial statements only) and cash flows for the fiscalquarter or fiscal year ended on that date, as the case may be, (i) wereprepared in accordance with GAAP consistently applied throughout the periodcovered thereby, except as otherwise expressly noted therein, and (ii) fairlypresent in all material respects the financial condition of the Company and itsSubsidiaries as of the date thereof and their results of operations for theperiod covered thereby, subject, in the case of clauses (i) and (ii),to the absence of footnote disclosures and to year-end adjustments.

### (c)           As of the Closing Date,(i) parts (a) and (b) of Schedule 5.05 set forth allExisting Indebtedness and all Surviving Indebtedness, respectively, of eachLoan Party and its Subsidiaries, and (ii) part (c) of Schedule 5.05sets forth all material Indebtedness and other material liabilities, direct orcontingent, of the Company and its consolidated Subsidiaries as of the ClosingDate, including liabilities for taxes and material commitments, to the extentthat the same would be included in annual audited financial statements preparedin accordance with GAAP.

### (d)           Since September 30,2006, there has been no event or circumstance, either individually or in theaggregate, that has had or would reasonably be expected to have a MaterialAdverse Effect.

### (e)           The consolidated proforma balance sheet of the Borrower and its Subsidiaries and the relatedconsolidated pro forma statements of income of the Borrowerand its Subsidiaries delivered in accordance with Section 4.01(a)(xii),certified by the chief executive officer, chief financial officer or a seniorvice president of the Borrower, fairly present in all material respects theconsolidated pro forma financial condition of the Borrowerand its Subsidiaries as at such date and the consolidated proformaresults of operations of the Borrower and its Subsidiaries for the period endedon such date, in each case giving effect to the Transaction, all in accordancewith GAAP.  As of the Closing Date, theBorrower and its Subsidiaries have no liabilities (absolute or contingent)except for (i) liabilities reflected on such proforma balancesheet and (ii) liabilities which would not reasonably be expected to have aCompany Material Adverse Effect.

### (f)            The consolidatedforecasted balance sheets, statements of income and statements of cash flows ofthe Company and its Subsidiaries or the Borrower and its Subsidiaries, asapplicable, delivered to the Lenders pursuant to Section 4.01(a)(xiii)or 6.01 were prepared in good faith on the basis of the assumptionsstated therein, which assumptions were believed by the Company to be reasonable in light of the conditions existing at the time of delivery of suchforecasts and at the Closing Date, and represented, at the time of delivery,the Company’s best estimate of its future financial performance; it beingunderstood and agreed that (A) any financial or business projectionsfurnished by the Company or the Borrower, as the case may be, are subject tosignificant uncertainties and contingencies, which may be beyond the control ofthe Company or the Borrower, as the case may be, (B) no assurance is givenby the Company or the Borrower, as the case may be, that the results orforecast in any such projections will be

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### realized and(C) the actual results may differ from the forecast results set forth insuch projections and such differences may be material.

## 5.06         Litigation; LaborControversy.  There are no actions,suits, proceedings, claims, disputes or investigations pending or, to theknowledge of the Borrower or the Company after due and diligent investigation,threatened or contemplated, at law, in equity, in arbitration or before anyGovernmental Authority, by or against any Loan Party or any of its Subsidiariesor against any of their properties or revenues, or any labor controversy, that(a) purport to affect or pertain to this Agreement, any other Loan Document orany Related Document or the consummation of the Transaction, or (b) eitherindividually or in the aggregate, would reasonably be expected to have aMaterial Adverse Effect.

## 5.07         No Default.  Neither any Loan Party nor any of itsSubsidiaries is in default under or with respect to, or a party to, anyContractual Obligation that could, either individually or in the aggregate,reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing orwould result from the consummation of the transactions contemplated by thisAgreement or any other Loan Document.

## 5.08         Ownership of Property;Liens; Investments.

### (a)           Each Loan Party andeach of its Subsidiaries has good record and legal title in fee simple to, orvalid leasehold interests in, all real property necessary to the conduct of itsbusiness, except for such defects in title as would not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect.

### (b)           The property of theBorrower and its Subsidiaries is not subject to any Liens, other than Liens setforth on Schedule 5.08(b), or as otherwise permitted by Section7.01.

### (c)           Set forthon Schedule 5.08(c) hereto is a complete and accurate list of all realproperty owned by any Loan Party or any of its Subsidiaries as of the ClosingDate, showing as of the date hereof the street address, county or otherrelevant jurisdiction, state, record owner.

### (d)           (i)  Set forth on Schedule 5.08(d)(i)hereto is a complete and accurate list as of the date of this Agreement of allleases of real property under which any Loan Party or any of its Subsidiariesis the lessee, showing as of the date hereof the street address, county orother relevant jurisdiction, state, lessor, lessee as of the Closing Date,expiration date and annual rental cost thereof.

(ii)           As of the Closing Date, no Loan Party, nor any Subsidiary of anyLoan Party, leases real property under which such Loan Party is the lessor.

## 5.09         EnvironmentalCompliance.

### (a)           Each Loan Party is, andfor the past three years has been, in compliance with the requirements ofexisting Environmental Laws, except in such instances where the failure tocomply therewith, either individually or in the aggregate, would not reasonablybe expected to have a Material Adverse Effect.

### (b)           Except asotherwise may be set forth on Schedule 5.09 or as would not reasonably beexpected to have a Material Adverse Effect:  (i) none of the properties currently orformerly owned or operated by any Loan Party or any of its Subsidiaries islisted or, to the knowledge of such Loan Party, proposed for listing on the NPLor on the CERCLIS or any analogous foreign, state or local list; (ii)

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### there are no underground or aboveground storage tanks or anysurface impoundments, septic tanks, pits, sumps or lagoons in which HazardousMaterials are being or have been treated, stored or disposed on any propertycurrently owned or operated by any Loan Party or any of its Subsidiaries or onany property formerly owned or operated by any Loan Party or any of itsSubsidiaries; (iii) there is no asbestos or asbestos-containing material on anyproperty currently owned or operated by any Loan Party or any of itsSubsidiaries; and (iv) Hazardous Materials have not been released, dischargedor disposed of on any property currently or formerly owned or operated by anyLoan Party or any of its Subsidiaries (as to formerly owned property, onlyduring such ownership or operation).

### (c)           Except asotherwise may be set forth on Schedule 5.09 or as would not reasonably beexpected to have a Material Adverse Effect, neitherany Loan Party nor any of its Subsidiaries is undertaking, and has notcompleted, either individually or together with other potentially responsibleparties, any investigation or assessment or remedial or response actionrelating to any actual or threatened release, discharge or disposal ofHazardous Materials at any site, location or operation, either voluntarily orpursuant to the order of any Governmental Authority or the requirements of anyEnvironmental Law; and all Hazardous Materials generated, used, treated,handled or stored at, or transported to or from, any property currently orformerly owned or operated by any Loan Party or any of its Subsidiaries (as toformerly owned property, only during such ownership or operation) have beendisposed of in a manner not reasonably expected to result in material liabilityto any Loan Party or any of its Subsidiaries.

## 5.10         Insurance.  The properties of each Loan Party and itsSubsidiaries are insured with financially sound and reputable insurancecompanies not Affiliates of the Borrower, in such amounts (includingself-insurance), with such deductibles and covering such risks as arecustomarily carried by companies engaged in similar businesses and owningsimilar properties in localities where such Loan Party or the applicableSubsidiary operates.

## 5.11         Taxes.  Each Loan Party and its Subsidiaries havefiled all Federal, state and other material tax returns and reports required tobe filed, and have paid all Federal, state and other material taxes,assessments, fees and other governmental charges levied or imposed upon them ortheir properties, income or assets otherwise due and payable, except thosewhich are being contested in good faith by appropriate proceedings diligentlyconducted or for which an extension has been granted and, in each case, forwhich adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment againstthe Borrower or any Subsidiary that would, if made, have a Material AdverseEffect.  Neither any Loan Party nor anyof its Subsidiaries is party to any tax sharing agreement other than any suchagreement among two or more Loan Parties (and no other Persons).

## 5.12         ERISA Compliance.

### (a)           Each Plan sponsored byany Loan Party is in compliance in all material respects with the applicableprovisions of ERISA, the Code and other Federal or state Laws.  Each Plan sponsored by any Loan Party that isintended to qualify under Section 401(a) of the Code has received a favorabledetermination letter from the IRS or an application for such a letter is currentlybeing processed by the IRS with respect thereto and, to the knowledge of theBorrower, nothing has occurred which would be reasonably expected to prevent,or cause the loss of, such qualification. Each Loan Party and each ERISA Affiliate have made all requiredcontributions to each Plan subject to Section 412 of the Code, and no PensionPlan has any material “unfunded benefit liabilities” (as defined in Section4001(a)(18) of ERISA).

### (b)           There are no pendingor, to the knowledge of the Borrower, threatened claims, actions or lawsuits, oraction by any Governmental Authority, with respect to any Plan sponsored by any

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### Loan Partythat could be reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction orviolation of the fiduciary responsibility rules with respect to any Plansponsored by any Loan Party that has resulted or could reasonably be expectedto result in a Material Adverse Effect.

### (c)           (i) No ERISA Event hasoccurred or is reasonably expected to occur; (ii) no Pension Plan has an“accumulated funding deficiency” (as defined in Section 412 of the Code),whether or not waived, and no application for a waiver of the minimum fundingstandard has been filed with respect to any Pension Plan; (iii) neither anyLoan Party nor, to the knowledge of the Loan Parties, any ERISA Affiliate hasincurred, or reasonably expects to incur, any liability under Title IV of ERISAwith respect to any Pension Plan (other than premiums due and not delinquentunder Section 4007 of ERISA); (iv) neither any Loan Party nor, to the knowledgeof the Loan Parties, any ERISA Affiliate has incurred, or reasonably expects toincur, any liability (and no event has occurred which, with the giving ofnotice under Section 4219 of ERISA, would result in such liability) under Section4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither anyLoan Party nor, to the knowledge of the Loan Parties, any ERISA Affiliate hasengaged in a transaction with respect to a Plan that could reasonably beexpected to result in a liability to a Loan Party, where, in the case of any ofthe events set forth in clauses (i) through (v) above, the occurrence of suchevents would, individually or in the aggregate, reasonably be expected toresult in a liability in excess of the Threshold Amount.

## 5.13         Subsidiaries; EquityInterests; Loan Parties.  TheBorrower has no Subsidiaries other than those specifically disclosed in part(a) of Schedule 5.13, and all of the outstanding Equity Interests insuch Subsidiaries have been validly issued, are fully paid and non-assessable(to the extent such terms are applicable) and are owned by a Loan Party in theamounts specified on part (a) of Schedule 5.13 free andclear of all Liens except those created under the Collateral Documents.  No Loan Party has any Equity Interests orother equity investments in any other corporation or entity other than thosespecifically disclosed in part (b) of Schedule 5.13 or asotherwise permitted under Section 7.03. All of the outstanding Equity Interests in each Loan Party (other thanHoldings) have been validly issued, are fully paid and non-assessable (to theextent such terms are applicable) and are owned by such Person or Persons andin the amounts specified on part (c) of Schedule 5.13 freeand clear of all Liens except those created under the CollateralDocuments.  As of the Closing Date, allof the outstanding Equity Interests in Holdings have been validly issued andare fully paid and non-assessable and are owned by such Person or Persons andin the amounts specified on part (c) of Schedule 5.13, free andclear of all Liens.  Set forth on part(d) of Schedule 5.13 is a complete and accurate list of all LoanParties, showing (as to each Loan Party) the jurisdiction of its incorporation,the address of its principal place of business and its U.S. taxpayeridentification number.  As of the ClosingDate, the copy of the charter of each Loan Party and each amendment theretoprovided pursuant to Section 4.01(a)(vi) is a true and correct copy ofeach such document, each of which is valid and in full force and effect.

## 5.14         Margin Regulations;Investment Company Act.

### (a)           The Borrower is notengaged and will not engage, principally or as one of its important activities,in the business of purchasing or carrying margin stock (within the meaning ofRegulation U issued by the FRB), or extending credit for the purpose ofpurchasing or carrying margin stock and no proceeds of any Borrowings ordrawings under any Letter of Credit will be used to purchase or carry anymargin stock or to extend credit to others for the purpose of purchasing orcarrying any margin stock.

### (b)           No Loan Party, nor anyPerson Controlling any Loan Party or any Subsidiaries of any Loan Party is oris required to be registered as an “investment company” under the InvestmentCompany Act of 1940.  Neither the makingof any Loan, nor the issuance of any Letters of Credit, nor the

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### application ofthe proceeds or repayment thereof by the Borrower, nor the consummation of theother transactions contemplated by the Loan Documents, will violate anyprovision of the Investment Company Act of 1940 or any rule, regulation ororder of the SEC thereunder.

## 5.15         Disclosure.  The Borrower has disclosed to the Agents andthe Lenders all agreements, instruments and corporate or other restrictions towhich it or any of its Subsidiaries or any other Loan Party is subject, and allother matters known to it, that, individually or in the aggregate, couldreasonably be expected to result in a Material Adverse Effect.  Neither the Information Memorandum nor anyreport, financial statement, certificate or other written information furnishedby or on behalf of any Loan Party to any Agent or any Lender in connection withthe transactions contemplated hereby and the negotiation of this Agreement ordelivered hereunder or under any other Loan Document (in each case as modifiedor supplemented by other information so furnished) contains any materialmisstatement of fact or omits to state any material fact necessary to make thestatements therein, in the light of the circumstances under which they weremade, not misleading; provided that, with respect to projected financialinformation, the Borrower represents only that such information was prepared ingood faith based upon assumptions believed to be reasonable at the time; itbeing understood and agreed that (a) any financial or business projectionsfurnished by the Company are subject to significant uncertainties andcontingencies, which may be beyond the control of the Borrower, (b) noassurance is given by the Borrower that the results or forecast in any suchprojections will be realized and (c) the actual results may differ fromthe forecast results set forth in such projections and such differences may bematerial; and providedfurther that no representation is made inthis Section 5.15 with respect to any materials delivered to theAdministrative Agent or the Lenders pursuant to Section 6.02(g), (h)or (k) or other materials that may be delivered by the Borrower or itsSubsidiaries (other than materials required to be delivered pursuant to theLoan Documents) that the Borrower or such Subsidiary specifies in writing atthe time of delivery is not intended to be subject to this Section 5.15.  On and as of the date on which the Borroweror the Sponsor approves the Information Memorandum for use in the syndicationof the Facilities, the Borrower shall be deemed to have made therepresentations and warranties set forth in this Section 5.15 withrespect to the Information Memorandum.

## 5.16         Intellectual Property;Licenses, Etc.  Except as set forthon Schedule 5.16, the Borrower and its Subsidiaries own, or possess theright to use, all of the material trademarks, service marks, trade names,copyrights, and, to the knowledge of the Borrower, patents and otherintellectual property rights (collectively, “***IP Rights***”) that are reasonablynecessary for the operation of their respective businesses, except where thefailure to own or the right to use such IP Rights would not reasonably beexpected to have a Material Adverse Effect. Except as set forth on Schedule 5.16, to the knowledge of the Borrower,the foregoing IP Rights, are without infringement, dilution or misappropriationwith the rights of any other Person. Except as set forth on Schedule 5.16, to the knowledge of theBorrower, no slogan or other advertising device, product, process, method,substance, part or other material employed by the Borrower or any Subsidiaryinfringes, dilutes or misappropriates upon any rights held by any other Person.  No claim or litigation regarding any of theforegoing is pending or, to the knowledge of the Borrower, threatened, which,either individually or in the aggregate, could reasonably be expected to have aMaterial Adverse Effect.

## 5.17         Solvency.  Each Loan Party is, individually and togetherwith its Subsidiaries, Solvent.

## 5.18         Casualty, Etc.  Neither the business nor the properties ofany Loan Party or any of its Subsidiaries are affected by any fire, explosion,accident, strike, lockout or other labor dispute, drought, storm, hail,earthquake, embargo, act of God or of the public enemy or other casualty(whether or not covered by insurance) that could be reasonably likely to have aMaterial Adverse Effect.

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## 5.19         Sponsor Control.  The Borrower is Controlled by the Sponsor.

## 5.20         Validity, Priority andPerfection of Security Interests in the Collateral.  The Collateral Documents create in favor ofthe Collateral Agent for the benefit of the Secured Parties a valid securityinterest in the Collateral, securing the payment of the Secured Obligationsunder the Loan Documents, and when (i) financing statements and other filingsin appropriate form describing the Collateral with respect to which a securityinterest may be perfected by filing or recordation are filed or recorded withthe appropriate Governmental Authority and (ii) upon the taking of possessionor control by the Collateral Agent of the Collateral with respect to which asecurity interest may be perfected only by possession or control, the Lienscreated by the Security Agreement shall constitute fully perfected Liens on,and security interests in, all right, title and interest of the grantors in theCollateral to the extent such security interests can be perfected by suchfiling, recordation, possession or control with the priority required by theLoan Documents  The Loan Parties are thelegal and beneficial owners of the Collateral free and clear of any Lien,except for the liens and security interests created or permitted under the LoanDocuments.

# Article VIAFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitmenthereunder, any Loan or other Obligation hereunder which is accrued and payableshall remain unpaid or unsatisfied, or any Letter of Credit shall remainoutstanding, the Borrower shall, and shall (except in the case of the covenantsset forth in Sections 6.01, 6.02, 6.03 and 6.11)cause each Subsidiary to:

## 6.01         Financial Statements.  Deliver to the Administrative Agent, whichshall distribute to each Lender, in form and detail satisfactory to theAdministrative Agent and the Required Lenders:

#### (a)           within 120 daysafter the end of each fiscal year of the Borrower (commencing with the fiscalyear ended December 31, 2006), a consolidated balance sheet of the Borrower andits Subsidiaries as at the end of such fiscal year, and the relatedconsolidated statements of income or operations, shareholders’ equity and cashflows for such fiscal year, setting forth in each case in comparative form thefigures for the previous fiscal year, all in reasonable detail and prepared inaccordance with GAAP, audited and accompanied by a report and opinion of anindependent certified public accountant of nationally recognized standingreasonably acceptable to the Required Lenders, which report and opinion shall beprepared in accordance with generally accepted auditing standards and shall notbe subject to any “going concern” or like qualification or exception or anyqualification or exception as to the scope of such audit;

#### (b)           within 45 daysafter the end of each of the first three fiscal quarters of each fiscal year ofthe Borrower (commencing with the fiscal quarter ended March 31, 2007), aconsolidated balance sheet of the Borrower and its Subsidiaries as at the endof such fiscal quarter, and the related consolidated statements of income oroperations and cash flows for such fiscal quarter and for the portion of theBorrower’s fiscal year then ended, setting forth in each case in comparativeform the figures for the corresponding fiscal quarter of the previous fiscalyear and the corresponding portion of the previous fiscal year, all inreasonable detail and certified by the chief executive officer, chief financialofficer or a senior vice president of the Borrower as fairly presenting in allmaterial respects the financial condition, results of operations, shareholders’equity and cash flows of the Borrower and its Subsidiaries in accordance withGAAP, subject only to year-end adjustments and the absence of footnotedisclosures; provided that the Borrower shall use commerciallyreasonable efforts to deliver a statement of cash flows for the fiscal

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#### quarter endedDecember 31, 2006 but shall in any event deliver statements of cash flows foreach fiscal quarter commencing with the fiscal quarter ended March 31, 2007;and

#### (c)           no later than 30 daysafter the end of each fiscal year (commencing with the fiscal year endedDecember 31, 2007), forecasts prepared by management of the Borrower, in formreasonably satisfactory to the Administrative Agent, of consolidated balancesheets, income statements and cash flow statements of the Borrower and itsSubsidiaries on a quarterly basis for the fiscal year following such fiscalyear; it being understood and agreed that (A) any financial or businessprojections furnished by the Borrower are subject to significant uncertaintiesand contingencies, which may be beyond the control of the Borrower, (B) noassurance is given by the Borrower that the results or forecast in any suchprojections will be realized and (C) the actual results may differ fromthe forecast results set forth in such projections and such differences may bematerial.

## 6.02         Certificates; OtherInformation.  Deliver to theAdministrative Agent (for delivery to the Lenders), in form and detailreasonably satisfactory to the Administrative Agent and the Required Lenders:

#### (a)           concurrently with thedelivery of the financial statements referred to in Section 6.01(a),a certificate of its independent certified public accountants certifying suchfinancial statements and stating that in making the examination necessarytherefor no knowledge was obtained of any Default under Section 7.11 ofthis Agreement or, if any such Default shall exist, stating the nature andstatus of such event;

#### (b)           concurrently with thedelivery of the financial statements referred to in Sections 6.01(a)and (b), a duly completed Compliance Certificate signed by the chiefexecutive officer, chief financial officer or a senior vice president of theBorrower, and in the event of any change in generally accepted accountingprinciples used in the preparation of such financial statements, the Borrowershall also provide, if necessary for the determination of compliance with Section7.11, a statement of reconciliation conforming such financial statements toGAAP;

#### (c)           promptly after anywritten request by the Administrative Agent or any Lender, copies of anydetailed final audit reports, management letters or recommendations submittedto the board of directors (or the audit committee of the board of directors) ofany Loan Party by independent accountants in connection with the accounts orbooks of any Loan Party or any of its Subsidiaries, or any audit of any ofthem;

#### (d)           promptly after the sameare available, copies of each annual report, proxy or financial statement orother publicly filed report or communication sent to the stockholders (otherthan the Sponsor) of any Loan Party, and copies of all annual, regular,periodic and special reports and registration statements which any Loan Partymay file or be required to file with the SEC under Section 13 or 15(d) of theSecurities Exchange Act of 1934, or with any Governmental Authority that may besubstituted therefor, or with any national securities exchange, and in any casenot otherwise required to be delivered to the Administrative Agent pursuanthereto;

#### (e)           promptly after thefurnishing thereof, copies of any statement or report furnished to any holderof debt securities of any Loan Party or of any of its Subsidiaries pursuant tothe terms of any indenture, loan or credit or similar agreement and nototherwise required to be furnished to the Lenders pursuant to any other clauseof this Section 6.02;

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#### (f)            within 30 days afterthe end of each fiscal year (commencing with the fiscal year ended December 31,2007), a report summarizing the insurance coverage (specifying type, amount andcarrier) in effect for each Loan Party and its Subsidiaries and containing suchadditional information as the Administrative Agent, or any Lender through theAdministrative Agent, may reasonably specify;

#### (g)           promptly and in anyevent within five Business Days after receipt thereof by any Loan Party or anyof its Subsidiaries, copies of each written notice or other writtencorrespondence received from the SEC (or comparable agency in any applicablenon-U.S. jurisdiction) concerning any investigation or possible investigationor other inquiry by such agency regarding financial or other operationalresults of any Loan Party or any of its Subsidiaries;

#### (h)           promptly upon receiptthereof, copies of all written notices, requests and other documents receivedby any Loan Party or any of its Subsidiaries under or pursuant to (i) anyinstrument, indenture, or loan or credit or similar agreement, in respect ofIndebtedness having an aggregate principal amount in excess of the ThresholdAmount, including without limitation any Second Lien Loan Document, theExisting Indenture or the Existing Notes, or (ii) any Related Documentregarding or related to any breach or default by any party thereto, and copiesof any amendment, modification or waiver of any provision of any RelatedDocument and, from time to time upon reasonable request by the AdministrativeAgent, such other information and reports regarding any of the RelatedDocuments or any Indebtedness in excess of the Threshold Amount as theAdministrative Agent may reasonably request;

#### (i)            promptly after theassertion or occurrence thereof, notice of any assertion of EnvironmentalLiability against or of any noncompliance by any Loan Party or any of its Subsidiarieswith any Environmental Law or Environmental Permit that would(i) reasonably be expected to have a Material Adverse Effect or(ii) cause any property described in the Mortgages to be subject to anymaterial restrictions on ownership, occupancy, use or transferability under anyEnvironmental Law;

#### (j)            not less frequentlythan annually, a report supplementing Schedules 5.08(c) and 5.08(d)(i)and (ii), and 5.13 hereto, including an identification of allowned and leased real property disposed of by any Loan Party or any of itsSubsidiaries during such fiscal year, a list and description (including thestreet address, county or other relevant jurisdiction and state and, in thecase of leases of property, lessor, lessee, expiration date and annual rentalcost thereof and, in the case of owned real property, the purchase pricethereof) of all real property acquired or leased during such fiscal year (inthe case of leases, exceeding $250,000 in annual rent) and a description ofsuch other changes in the information included in such Schedules as may benecessary for such Schedules to be accurate and complete;

#### (k)           promptly after thereceipt thereof, copies of all Revenue Agent Reports (Internal Revenue ServiceForm 886), or other written proposals of the Internal Revenue Service, thatpropose, determine or otherwise set forth positive adjustments to the Federalincome tax liability of the affiliated group (within the meaning of Section1504(a)(1) of the Code) of which the Borrower is a member aggregating $1,000,000or more;

#### (l)            from time to time,upon the reasonable request of the Administrative Agent, but in no event moreoften than once in any fiscal year (unless an Event of Default shall haveoccurred and be continuing, in which case as often as reasonably requested bythe Administrative

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#### Agent),participation by senior management of the Borrower in conference calls withLenders to discuss the Borrower’s financial results; and

#### (m)          promptly, suchadditional information regarding the business, financial, legal or corporateaffairs (including any information required under the Patriot Act) of any LoanParty or any of its Subsidiaries, or compliance with the terms of the LoanDocuments, as the Administrative Agent or any Lender may from time to timereasonably request.

Documents required to bedelivered pursuant to Section 6.01(a) or (b) or Section6.02(d) (to the extent any such documents are included in materialsotherwise filed with the SEC) may be delivered electronically and, if sodelivered, shall be deemed to have been delivered on the date (i) on which theBorrower posts such documents, or provides a link thereto on the Borrower’swebsite on the Internet at the website address listed on Schedule 10.02;(ii) on which Borrower delivers such documents by electronic mail to theAdministrative Agent or (iii) on which such documents are posted on theBorrower’s behalf on an Internet or intranet website, if any, to which eachLender and each Agent have access (whether a commercial, third-party website orwhether sponsored by the Administrative Agent); provided that:  (i) the Borrower shall deliver paper copiesof such documents to the Administrative Agent or any Lender that requests theBorrower to deliver such paper copies until a written request to ceasedelivering paper copies is given by the Administrative Agent or such Lender and(ii) the Borrower shall notify the Administrative Agent and each Lender (bytelecopier or electronic mail) of the posting of any such documents and provideto the Administrative Agent by electronic mail electronic versions (i.e.,soft copies) of such documents. Notwithstanding anything contained herein, in every instance theBorrower shall be required to provide paper copies of the ComplianceCertificates required by Section 6.02(b) to the AdministrativeAgent.  Except for such ComplianceCertificates, the Administrative Agent shall have no obligation to request thedelivery or to maintain copies of the documents referred to above, and in anyevent shall have no responsibility to monitor compliance by the Borrower withany such request for delivery, and each Lender shall be solely responsible forrequesting delivery to it or maintaining its copies of such documents.

## 6.03         Notices.  Promptly notify the Administrative Agent (onbehalf of the Lenders):

#### (a)           of the occurrence ofany Default;

#### (b)           of any matter(including any litigation, investigation or proceeding) that has resulted orwould reasonably be expected to result in a Material Adverse Effect;

#### (c)           of the occurrence ofany ERISA Event;

#### (d)           of any material changein accounting policies or financial reporting practices by any Loan Party orany of its Subsidiaries; and

#### (e)           of the (i) occurrenceof any Disposition of property or assets for which the Borrower is required tomake a mandatory repayment pursuant to Section 2.05(b)(ii) or would berequired to make a mandatory repayment pursuant to Section 2.05(b)(ii)but for the application of the first proviso therein, (ii) occurrence of anysale of capital stock or other Equity Interests for which the Borrower isrequired to make a mandatory repayment pursuant to Section 2.05(b)(ii)or (iii), (iii) incurrence or issuance of any Indebtedness for which theBorrower is required to make a mandatory repayment pursuant to Section2.05(b)(iv) and (iv) receipt of any Extraordinary Receipt for which theBorrower is required to make a mandatory repayment pursuant to Section2.05(b)(v).

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Each notice pursuant tothis Section 6.03 shall be accompanied by a statement of a ResponsibleOfficer of the Borrower setting forth details of the occurrence referred totherein and stating what action the Borrower has taken and proposes to takewith respect thereto.  Each noticepursuant to Section 6.03(a) shall describe with particularity any andall provisions of this Agreement and any other Loan Document that have beenbreached.

## 6.04         Payment of Obligations.  Pay and discharge as the same shall becomedue and payable or within 45 days thereafter, all its tax liabilities,assessments and governmental charges or levies upon it or its properties orassets and all lawful claims which, if unpaid, would by law become a Lien uponits property; provided, however, that neither the Borrower norany of its Subsidiaries shall be required to pay or discharge any suchobligation that is being contested in good faith and (where appropriate) byproper proceedings and as to which appropriate reserves are being maintained.

## 6.05         Preservation ofExistence, Etc. (a)  Preserve, renew and maintain in full force and effect itslegal existence and good standing under the Laws of the jurisdiction of itsorganization except in a transaction permitted by Section 7.04 or 7.05;provided, however*,*that the Borrower may consummate the Acquisition; (b) take all commerciallyreasonable action to maintain all rights, privileges, permits, licenses andfranchises necessary in the normal conduct of its business, except to theextent that failure to do so would not reasonably be expected to have aMaterial Adverse Effect; and (c) preserve or renew all of its owned and issuedregistered patents, trademarks, trade names and service marks, thenon-preservation or renewal of which would reasonably be expected to have aMaterial Adverse Effect.

## 6.06         Maintenance ofProperties.  Maintain, preserve,protect and repair all of its material properties and equipment necessary inthe operation of its business in good working order and condition, ordinarywear and tear excepted.

## 6.07         Maintenance ofInsurance.  Maintain with financiallysound and reputable insurance companies not Affiliates of the Borrower,insurance with respect to its properties and business against loss or damage ofthe kinds customarily insured against by Persons engaged in the same or similarbusiness, of such types and in such amounts (including self-insurance) as arecustomarily carried under similar circumstances by such other Persons andproviding for not less than 30 days’ prior notice to the Administrative Agentof any material modification, termination, lapse or cancellation of suchinsurance.  Each such policy of insuranceshall name the Administrative Agent as the loss payee (or, in the case ofliability insurance, an additional insured) thereunder for the ratable benefitof the Secured Parties, and shall (except in the case of liability insurance)name the Administrative Agent as the “mortgagee” under a so-called “New York”long form non-contributory endorsement. In addition to the foregoing, if in each case any portion of a MortgagedProperty is located in an area identified by the Federal Emergency ManagementAgency as an area having special flood hazards and in which flood insurance hasbeen made available under the National Flood Insurance Act of 1968 (or anyamendment or successor act thereto), then Borrower shall maintain, or cause tobe maintained, with responsible and reputable insurance companies orassociations, such flood insurance if then available in an amount sufficient tocomply with all applicable rules and regulations promulgated pursuant to suchAct.

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## 6.08         Compliance with Laws.  Comply in all material respects with therequirements of all Laws applicable to it or its business or property and allorders, writs, injunctions and decrees binding on it or its business orproperty, except in such instances in which (a) such requirement of Law ororder, writ, injunction or decree is being contested in good faith byappropriate proceedings diligently conducted; or (b) the failure to complytherewith could not reasonably be expected to have a Material Adverse Effect.

## 6.09         Books and Records.  (a) Maintain proper books of record andaccount, in which full, true and correct entries in conformity with GAAP in allmaterial respects consistently applied shall be made of the financialtransactions and matters involving the assets and business of the Borrower orsuch Subsidiary, as the case may be; and (b) maintain such books of record andaccount in material conformity with all applicable requirements of anyGovernmental Authority having regulatory jurisdiction over the Borrower or suchSubsidiary, as the case may be.

## 6.10         Inspection Rights.  Permit representatives and independentcontractors of each Agent and each Lender to visit and inspect any of itsproperties, to examine its corporate, financial and operating records, and makecopies thereof or abstracts therefrom, and to discuss its affairs, finances andaccounts with its directors, officers, and independent public accountants (atwhich an authorized representative of the Borrower shall be entitled to bepresent), all at the reasonable expense of the Borrower and at such reasonabletimes during normal business hours and so long as no Event of Default hasoccurred and is continuing, no more frequently than once per fiscal quarter,upon reasonable advance notice to the Borrower; provided, however,that (a) unless an Event of Default has occurred and is continuing, theBorrower shall not be responsible for the expense of any such inspections otherthan two inspections per year by the Administrative Agent, and (b) when anEvent of Default exists any Agent or any Lender (or any of their respectiverepresentatives or independent contractors) may do any of the foregoing at theexpense of the Borrower at any time during normal business hours and withoutadvance notice.

## 6.11         Use of Proceeds.

### (a)           The proceeds of theInitial First Lien Term Advance shall be used to repay in full the principal ofthe indebtedness under the Existing Facility and for working capital andgeneral corporate purposes.

### (b)           The proceeds of theTerm Facility (other than the Initial First Lien Term Advance) shall be used toredeem, repurchase or retire the Existing Notes pursuant to the Debt TenderOffer or to defease the Existing Notes in accordance with the terms thereof orto purchase Existing Notes pursuant to the COC Put Offer, and thereafter, on orpromptly after the Existing Notes Repayment Date, to (i) refinance, in part,the Acquisition Loan (or any Indebtedness incurred to refinancethe Acquisition Loan), (ii) repay Revolving Credit Loans to the extent(and only to the extent) such Loans are incurred by the Borrower for purchasesof the Existing Notes as permitted by Section 7.03(r)(ii), and (iii) payfees, costs and expenses incurred with the Transaction and for working capitaland general corporate purposes.

### (c)           The proceeds ofRevolving Credit Loans (including Swing Line Loans) shall be used by theBorrower for ongoing working capital and general corporate purposes (includingPermitted Acquisitions) and purchases of Existing Notes as permitted by Section7.03(r)(ii) not in contravention of any Law or of any Loan Document.

### (d)           Letters of Credit shallbe used solely to support payment obligations incurred in the ordinary courseof business by the Borrower and its Subsidiaries.

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## 6.12         Covenant to GuaranteeObligations and Give Security.  Upon(a) the request of the Administrative Agent following the occurrence and duringthe continuance of a Default, (b) the formation or acquisition of any newdirect or indirect Subsidiary by any Loan Party or any of its Subsidiaries or(c) the acquisition of any property by any Loan Party or any of itsSubsidiaries that is not already subject to a perfected first priority securityinterest (subject to Permitted Liens) in favor of the Collateral Agent for thebenefit of the Secured Parties, the Borrower shall, in each case at theBorrower’s expense:

##### (i)            in connection with theformation or acquisition of a Subsidiary (A) that is neither a CFC nor aSubsidiary that is held directly or indirectly by a CFC (a “***Domestic Subsidiary***”), or (B) thatis a CFC or held directly or indirectly by a CFC, to the extent no adverse taxconsequences to the Borrower would result therefrom, within 10 BusinessDays after such formation or acquisition, cause each such Subsidiary, and causeeach direct and indirect parent of such Subsidiary (if it has not already doneso), to duly execute and deliver to the Administrative Agent a guaranty orguaranty supplement, in form and substance reasonably satisfactory to theAdministrative Agent, guaranteeing the other Loan Parties’ obligations underthe Loan Documents and a joinder agreement, in form and substance reasonablysatisfactory to the Collateral Agent, pursuant to which such Subsidiary shallbecome a party to the Intercreditor Agreement;

##### (ii)           within 10 Business Daysafter such request, formation or acquisition, furnish to the AdministrativeAgent a description of the material real and personal properties of the LoanParties and their respective Subsidiaries in detail reasonably satisfactory tothe Administrative Agent;

##### (iii)          within 15 Business Daysafter such request, formation or acquisition, duly execute and deliver, andcause each such Subsidiary and each direct and indirect parent of suchSubsidiary (if it has not already done so) to duly execute and deliver, to theAdministrative Agent mortgages, pledges, assignments, Security AgreementSupplements, IP Security Agreement Supplements and other instruments of thetype specified in Section 4.01(a)(iii), in form and substance consistentwith the Collateral Documents delivered on the Closing Date and reasonablysatisfactory to the Collateral Agent (including delivery of all PledgedInterests in and of such Subsidiary), securing payment of all the Obligationsof the applicable Loan Party, such Subsidiary or such parent, as the case maybe, under the Loan Documents and constituting Liens on the Equity Interests ofsuch Subsidiary and in its assets; provided that (A) the voting EquityInterests of any Subsidiary of a Loan Party held directly or indirectly by aCFC shall not be pledged, and (B) if such new property is voting EquityInterests in a CFC or assets of a CFC and to the extent the pledge of greaterthan 65% of such voting Equity Interests or a pledge, Lien or security interestin such assets would result in adverse tax consequences to the Borrower, only65% of such voting Equity Interests shall be pledged in favor of the SecuredParties and no pledge, Lien or security interest shall be granted in suchassets in favor of the Secured Parties;

##### (iv)          within 30 days aftersuch request, formation or acquisition, take, and cause such Subsidiary or suchparent to take (other than any Subsidiary of a Loan Party that is a CFC orwhose direct or indirect parent is a CFC), whatever action (including, withoutlimitation, the recording of mortgages, the filing of Uniform Commercial Codefinancing statements, the giving of notices and the endorsement of notices ontitle documents) may be necessary or advisable in the reasonable opinion of theAdministrative Agent to vest in the Collateral Agent (or in any representativeof the Collateral Agent designated by it) valid and subsisting Liens on theproperties purported to be subject to the mortgages, pledges, assignments,Security Agreement Supplements, IP Security Agreement Supplements and securityagreements delivered pursuant to

 

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##### this Section 6.12,enforceable against third parties in accordance with their terms, including, ifsuch property consists of owned real property with a value in excess of$1,000,000, the following:

(A)          Mortgages, in form andsubstance reasonably satisfactory to the Administrative Agent and its counsel,together with assignments of leases and rents, duly executed by the appropriateLoan Party,

(B)           evidence thatcounterparts of the Mortgages have been duly executed, acknowledged anddelivered and are in form suitable for filing or recording in all filing orrecording offices that the Administrative Agent may reasonably deem necessaryor desirable in order to create a valid first and subsisting Lien on theproperty (subject to Liens permitted under the Loan Documents) describedtherein in favor of the Administrative Agent for the benefit of the SecuredParties and that all filing and recording taxes and fees have been paid,

(C)           fully paid MortgagePolicies in respect to the owned real property subject to the Mortgages in formand substance, with endorsements (to the extent available at customary rates)and in amounts acceptable to the Administrative Agent, issued by title insurersreasonably acceptable to the Administrative Agent, insuring the Mortgages to bevalid first and subsisting Liens on the property described therein, free andclear of all defects (including, but not limited to, mechanics’ andmaterialmen’s Liens) and encumbrances, excepting only Permitted Liens, andproviding for such other affirmative insurance (including endorsements forfuture advances under the Loan Documents and for mechanics’ and materialmen’sLiens) as the Administrative Agent may deem necessary or desirable,

(D)          American Land TitleAssociation/American Congress on Surveying and Mapping form surveys, for whichall necessary fees (where applicable) have been paid, and dated no more than 60days before the day of delivery of the applicable Mortgage, certified to theAdministrative Agent and the issuer of the Mortgage Policies in a mannerreasonably satisfactory to the Administrative Agent by a land surveyor dulyregistered and licensed in the States in which the property described in suchsurveys is located and reasonably acceptable to the Administrative Agent,showing all buildings and other improvements, the location of any easementsnoted in the Mortgage policies, parking spaces, rights of way, buildingset-back lines and other dimensional regulations (each to the extent plottable)and the absence of encroachments, either by such improvements to or on suchproperty, and other defects, which cannot otherwise be insured over in theMortgage Policies, other than encroachments and other defects reasonablyacceptable to the Administrative Agent, and

(E)           each of the itemsrequired by Sections 6.21(d), (e) and (f) and, upon thereasonable request of the Administrative Agent, environmental and other reportsas to the properties described in and the documentation for the Mortgages, inform and substance and from professional firms acceptable to the AdministrativeAgent;

##### (v)           within 60 days aftersuch request, formation or acquisition, deliver to the Administrative Agent,upon the reasonable request of the Administrative Agent in its sole discretion,a signed copy of a favorable opinion, addressed to the Administrative Agent,the Collateral Agent and the other Secured Parties, of counsel for the LoanParties acceptable to the Administrative Agent as to the matters contained in clauses (i),(iii) and (iv) above, as to such guaranties, guaranty supplements,mortgages, pledges, assignments, Security Agreement

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##### Supplements,IP Security Agreement Supplements and security agreements being legal, validand binding obligations of each Loan Party party thereto enforceable inaccordance with their terms, as to the matters contained in clause (iv)above, as to such recordings, filings, notices, endorsements and other actionsbeing sufficient to create valid perfected Liens on such properties, and as tosuch other matters as the Administrative Agent may reasonably request;

##### (vi)          as promptly aspracticable after such request, formation or acquisition, deliver, upon thereasonable request of the Administrative Agent, to the Administrative Agentwith respect to each parcel of real property owned or leased by the entity thatis the subject of such request (not to include any Subsidiary of a Loan Partythat is a CFC or a Subsidiary of a Loan Party that is held directly orindirectly by a CFC to the extent adverse tax consequences to the Borrowerwould result therefrom), formation or acquisition title reports, surveys andenvironmental assessment reports, and such other reports as the AdministrativeAgent may reasonably request, each in scope, form and substance reasonablysatisfactory to the Collateral Agent;

##### (vii)         upon the occurrence andduring the continuance of an Event of Default, with respect to any and all cashdividends paid or payable to it or any of its Subsidiaries from any of itsSubsidiaries from time to time upon the Administrative Agent’s request,promptly execute and deliver, or cause such Subsidiary to promptly execute anddeliver, as the case may be, any and all further instruments and take or causesuch Subsidiary to take, as the case may be, all such other action as theAdministrative Agent may reasonably deem necessary or desirable in order toobtain and maintain from and after the time such dividend is paid or payable aperfected, first priority lien on and security interest in such dividends; and

##### (viii)        at any time and from timeto time, promptly execute and deliver any and all further instruments anddocuments and take all such other action as the Administrative Agent mayreasonably deem necessary or desirable in perfecting and preserving the Liensof such mortgages, pledges, assignments, Security Agreement Supplements, IPSecurity Agreement Supplements and security agreements.

## 6.13         Compliance withEnvironmental Laws.  Comply,and cause all lessees and other Persons operating or occupying its propertiesto comply, in all material respects, with all applicable Environmental Laws andEnvironmental Permits; obtain and renew all Environmental Permits necessary forits operations and properties; and conduct any investigation, study, samplingand testing, and undertake any cleanup, removal, remedial or other actionnecessary to materially comply with all Environmental Laws, except for suchnoncompliance as would not, indvidually or in the aggregate, be reasonablyexpected to have a Material Adverse Effect; provided, however, that neither theBorrower nor any of its Subsidiaries shall be required to undertake any suchcleanup, removal, remedial or other action to the extent that its obligation todo so is being contested in good faith and by proper proceedings andappropriate reserves are being maintained with respect to such circumstances.

## 6.14         Preparation ofEnvironmental Reports.  If at anytime the Required Lenders reasonably believe that the Borrower has materiallybreached any provision of this Agreement relating to environmental matters, atthe written request of the Required Lenders, which shall specify in reasonabledetail the basis for such request, provide to the Lenders promptly after suchrequest, at the expense of the Borrower, an environmental site assessmentreport or other appropriate report for any properties described in such request(it being understood that such request shall relate to such properties that arerelevant to such material breach or material loss), prepared by anenvironmental consulting firm reasonably acceptable to the AdministrativeAgent, indicating the presence or absence of such breach and the estimated costof any compliance, removal or remedial action in connection with curing suchbreach;

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## without limiting the generality ofthe foregoing, if the Administrative Agent reasonably determines at any timethat a material risk exists that any such report will not be provided withinthe time referred to above, the Administrative Agent may, 30 days after writtennotice to the Borrower of such determination, retain an environmental consultingfirm to prepare such report at the reasonable expense of the Borrower, and theBorrower hereby agrees to provide and cause any Subsidiary that owns anyproperty described in such request to reasonable access to the AdministrativeAgent, the Lenders, such firm and any agents or representatives thereof,subject to the rights of tenants, to enter onto their respective properties toundertake such an assessment.

## 6.15         Further Assurances.  Promptly upon the reasonable request by anyAgent, or any Lender through the Administrative Agent, (a) correct any materialdefect or error in the execution, acknowledgment, filing or recordation of anyLoan Document, and (b) execute, acknowledge, deliver, record, re-record, file,re-file, register and re-register any and all such further deeds, certificates,assurances and other instruments (including terminating any unauthorizedfinancing statements and filing revised or additional documents to ensure theeffectiveness of the Merger) as any Agent, or any Lender through theAdministrative Agent, may reasonably require from time to time in order to (i)carry out more effectively the purposes of the Loan Documents, (ii) to thefullest extent permitted by applicable law, subject any Loan Party’s or any ofits Subsidiaries’ properties, assets, rights or interests now or hereafterintended to be covered by any of the Collateral Documents to the Liens of theCollateral Documents, (iii) perfect and maintain the validity, effectivenessand priority of any of the Collateral Documents and any of the Liens intendedto be created thereunder and (iv) assure, convey, grant, assign, transfer,preserve, protect and confirm more effectively unto the Secured Parties therights and Liens granted or now or hereafter intended or purported to be grantedto the Secured Parties under any Loan Document or under any other instrumentexecuted in connection with any Loan Document to which any Loan Party or any ofits Subsidiaries is or is to be a party, and cause each of its Subsidiaries todo so.

## 6.16         Compliance with Termsof Leaseholds.  Make all payments andotherwise perform all obligations in respect of all leases of real property towhich the Borrower or any of its Subsidiaries is a party, keep such leases infull force and effect and not allow such leases to be terminated or any rightsto renew such leases to be forfeited or cancelled, notify the AdministrativeAgent of any default by any party with respect to such leases and cooperatewith the Administrative Agent in all respects to cure any such default, andcause each of its Subsidiaries to do so, except, in any case, where the failureto do so, either individually or in the aggregate, could not be reasonablylikely to have a Material Adverse Effect.

## 6.17         Cash CollateralAccounts.  Maintain (a) at all timesfrom and after the date which is 60 days after the date of this Agreement (assuch date may be extended from time to time in the sole reasonable judgment ofthe Administrative Agent), the Cash Collateral Account with Credit Suisse oranother commercial bank located in the United States that has executed anaccount control agreement with the Borrower and the Collateral Agent for thebenefit of the Secured Parties pursuant to the Security Agreement and (b) atall times from and after the date which is 120 days after the date of thisAgreement (as such date may be extended from time to time in the solereasonable judgment of the Administrative Agent), all deposit accounts andsecurities accounts of any Loan Party (other than accounts specifically designatedto the Administrative Agent in writing as (i) trust accounts (to the extent ofamounts held therein in trust in the ordinary course of business on behalf ofthird parties who are not Loan Parties or Subsidiaries of Loan Parties) or(ii) payroll accounts) only with banks that have executed account controlagreements with the Borrower and the Collateral Agent for the benefit of theSecured Parties, in form and substance reasonably satisfactory to theAdministrative Agent (which, in the case of this subsection (b),shall provide for the exercise of control by the Collateral Agent only upon(x) the occurrence and during the continuance of an Event of Default underSection 8.01(a), (y) an exercise of remedies under Section 8.02(b)or (z) amounts becoming due and payable pursuant to the proviso to Section8.02).

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## 6.18         Corporate Ratings andDebt Ratings.  Use commerciallyreasonable efforts to obtain within 30 days after the Closing Date andthereafter use its commercially reasonable efforts to maintain CorporateRatings and Debt Ratings from each of S&P and Moody’s in effect at alltimes.

## 6.19         Interest Rate Hedging.  Prior to the 120th day after the Closing Date, enter into, andmaintain at all times thereafter, Secured Hedge Agreements satisfactory to the AdministrativeAgent, covering a notional amount of not less than 50% of the Term Commitmentsand providing for such Persons to make payments thereunder for a period of noless than three years.

## 6.20         COCPut Offer and Debt Tender Offer. Make the COC Put Offer as and when required by the terms of the ExistingIndenture; providedhowever, that the Debt Tender Offer may beconsummated upon the tender into the Debt Tender Offer of a majority of theoutstanding Existing Notes; and other than changing the price set forth in theDebt Tender Offer and extensions of the date of the Debt Tender Offer, notsupplement, modify or amend the terms of the Debt Tender Offer (providedthe Debt Tender Offer originally made on December 11, 2006 may be terminated asthe Borrower shall determine) or make any other Debt Tender Offer (other thanDebt Tender Offers on substantially similar terms (other than price)) withoutthe prior consent of the Administrative Agent (which consent shall not beunreasonably withheld or delayed); providedfurther, however,that to the extent the original Debt Tender Offer made on December 11, 2006 isterminated, the Borrower shall launch another Debt Tender Offer prior to March31, 2007.

## 6.21         Post-Closing Mortgages.  Within 60 days after the Closing Date (orsuch later date as the Administrative Agent may specify in its solediscretion), execute and deliver or cause to be executed and delivered to theAdministrative Agent deeds of trust, trust deeds, and mortgages insubstantially the form of Exhibit M hereto (with such changes as may besatisfactory to the Administrative Agent and its counsel to account for locallaw matters) and covering the properties (the “***Mortgaged Properties***”) listed onSchedule 5.08(c) hereto (together with the Assignments of Leases and Rentsreferred to therein and each other mortgage delivered pursuant to Section5.01(j), in each case as amended, the “***Mortgages***”), duly executed by the appropriateLoan Party, together with:

(a)           evidence thatcounterparts of the Mortgages have been duly recorded in all filing orrecording offices that the Administrative Agent may deem necessary or desirablein order to create a valid first and subsisting Lien on the property describedtherein in favor of the Collateral Agent for the benefit of the Secured Partiesand that all filing and recording taxes and fees have been paid,

(b)           fully paid American LandTitle Association Lender’s Extended Coverage title insurance policies (the “***Mortgage Policies***”)in form and substance, with endorsements and in amount reasonably acceptable tothe Administrative Agent, issued by title insurers acceptable to theAdministrative Agent, insuring the Mortgages to be valid first and subsistingLiens on the property described therein, free and clear of all defects (including,but not limited to, mechanics’ and materialmen’s Liens) and encumbrances,excepting only Permitted Liens and Permitted Encumbrances, and providing forsuch other affirmative insurance (including endorsements for future advancesunder the Loan Documents and for mechanics’ and materialmen’s Liens) as theAdministrative Agent may deem necessary or desirable,

(c)           AmericanLand Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (whereapplicable) have been paid, and dated no earlier than 30 days before theClosing Date, certified to the Administrative Agent and the issuer of theMortgage Policies in a manner satisfactory to the Administrative Agent by aland surveyor duly registered and licensed in the States in which the propertydescribed in such surveys is located

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andacceptable to the Administrative Agent, showing all buildings and otherimprovements, any off-site improvements, the location of any easements, parkingspaces, rights of way, building set back lines and other dimensionalregulations and the absence of encroachments, either by such improvements or onto such property, and other defects, other than encroachments and other defectsacceptable to the Administrative Agent,

(d)           evidence of the insurance required by the terms of thisAgreement with respect to the properties covered by the Mortgages,

(e)           favorable opinions oflocal counsel to the Loan Parties in states in which the Mortgaged Propertiesare located, in substantially the form of Exhibit I-2 hereto and otherwise inform and substance satisfactory to the Administrative Agent (including that therelevant mortgagor is validly existing and in good standing, corporate power,due authorization, execution and delivery, no conflicts and no consents), and

(f)            such other consents,agreements and confirmations of lessors and third parties as the AdministrativeAgent may deem necessary or desirable, and evidence that all other actionsreasonably requested by the Administrative Agent that are necessary in order tocreate valid first and subsisting Liens on the property described in theMortgages has been taken, in each case to the extent available after exerciseby the Borrower of commercially reasonable efforts to obtain the same.

# ArticleVIINEGATIVE COVENANTS

So long as any Lender shall have any Commitmenthereunder, any Loan or other Obligation hereunder which is accrued and payableshall remain unpaid or unsatisfied, or any Letter of Credit shall remainoutstanding, the Borrower shall not, nor shall it permit any Subsidiary to,directly or indirectly:

## 7.01         Liens.  Create, incur, assume or suffer to exist anyLien upon any of its property, assets or revenues, whether now owned orhereafter acquired, or sign or file or suffer to exist under the UniformCommercial Code of any jurisdiction any financing statement authorized by theBorrower or any of its Subsidiaries that names the Borrower or any of itsSubsidiaries as debtor, or sign or suffer to exist any security agreement orother document or instrument authorizing any secured party thereunder to filesuch financing statement, or assign any accounts or other right to receiveincome, other than the following:

#### (a)           Liens pursuant to anyLoan Document;

#### (b)           Liens existing on thedate hereof and listed on Part I of Schedule 5.08(b) and anyrenewals, refinancing or extensions thereof; provided that (i) theproperty covered thereby is not changed, (ii) the amount is not increased(excluding the amount of any premium paid in respect of such extension, renewalor refinancing and the amount of reasonable expenses incurred by the LoanParties in connection therewith), (iii) none of the Loan Parties or theirSubsidiaries shall become a new direct or contingent obligor and (iv) anyrenewal or extension of the obligations secured or benefited thereby ispermitted by Section 7.02;

#### (c)           Liens for taxes not yetdue or which are being contested in good faith and by appropriate proceedingsdiligently conducted, if adequate reserves with respect thereto are maintainedon the books of the applicable Person in accordance with GAAP;

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#### (d)           landlords’, carriers’,warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liensarising in the ordinary course of business with respect to sums which are notoverdue for a period of more than 60 days or which are being contested in goodfaith and by appropriate proceedings diligently conducted, if adequate reserveswith respect thereto are maintained on the books of the applicable Person;

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

#### (f)            deposits to secure theperformance of bids, trade contracts and leases (other than Indebtedness),statutory obligations, surety bonds (other than bonds related to judgments orlitigation), performance bonds and other obligations of a like nature incurredin the ordinary course of business;

#### (g)           easements,rights-of-way, covenants, reservations, restrictions, building codes, minordefects or irregularities in title and other similar encumbrances affectingreal property which either exist as of the Closing Date or, in the aggregate,are not substantial in amount, and which do not in any case materially detractfrom the value of the property subject thereto or materially interfere with theordinary conduct of the business of the applicable Person;

#### (h)           Liens securingjudgments for the payment of money not constituting an Event of Default under Section8.01(h) or securing appeal or other surety bonds related to such judgments;

#### (i)            Liens securingIndebtedness permitted under Section 7.02(c)(v); provided that(i) such Liens do not at any time encumber any property other than the propertyfinanced by such Indebtedness, (ii) the Indebtedness secured thereby does notexceed the cost or fair market value, whichever is lower, of the property beingacquired on the date of acquisition and (iii) with respect to CapitalizedLeases, such Liens do not at any time extend to or cover any Collateral orassets other than the assets subject to such Capitalized Leases;

#### (j)            Liens on property orassets of a Person (other than any Equity Interests in any Person) existing atthe time such Person is merged into or consolidated with the Borrower or anySubsidiary or becomes a Subsidiary of the Borrower or any Subsidiary Guarantor;provided that any such Lien was not created in contemplation of suchmerger, consolidation or investment and does not extend to any assets otherthan those of the Person merged into or consolidated with the Borrower or suchSubsidiary or acquired by the Borrower or such Subsidiary; and providedfurtherthat any Indebtedness or other Obligations secured by such Liens shallotherwise be permitted under Section 7.02;

#### (k)           (i) banker’s liens,rights of setoff and other similar Liens existing solely with respect to cashand Cash Equivalents on deposit in one or more accounts (including securitiesaccounts) maintained by the Borrower or its Subsidiaries and (ii) Liens deemedto exist in connection with investments in repurchase agreements meeting therequirements of Cash Equivalents;

#### (l)            any interest or titleof a licensor, sublicensor, lessor or sublessor with respect to any assetsunder any license or lease agreement entered into in the ordinary course ofbusiness; provided that the same (i) do not in any material respectinterfere with the business of the Borrower or its Subsidiaries or materiallydetract from the value of the relative assets of the

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#### Borrower or itsSubsidiaries and (ii) are subject and subordinate to any Lien on such assetspursuant to the Collateral Documents;

#### (m)          licenses, sublicenses,leases or subleases with respect to any assets granted to third Persons in theordinary course of business; provided that the same (i) do not in anymaterial respect interfere with the business of the Borrower or itsSubsidiaries or materially detract from the value of the relative assets of theBorrower or its Subsidiaries and (ii) are subject and subordinate to any Lienon such assets pursuant to the Collateral Documents;

#### (n)           Liens which arise underArticle 4 of the Uniform Commercial Code in any applicable jurisdictions onitems in collection and documents and proceeds related thereto;

#### (o)           precautionary filings offinancing statements under the Uniform Commercial Code of any applicablejurisdictions in respect of operating leases or consignments entered into bythe Borrower or its Subsidiaries in the ordinary course of business;

#### (p)           Liens on any propertyor assets (other than any Equity Interests in any Person) existing at the timesuch property or assets is or are purchased or otherwise acquired by theBorrower or any of its Subsidiaries; provided that any such Lien was notcreated in contemplation of such purchase or acquisition and does not extend toany assets other than the assets so acquired by the Borrower or suchSubsidiary; and providedfurther that any Indebtedness or otherObligations secured by such Liens shall otherwise be permitted under Section7.02;

#### (q)           subject to theexecution of the Intercreditor Agreement, Liens created under the Second LienLoan Documents securing obligations under the Second Lien Loan Documents, inall cases subject to the provisions of the Intercreditor Agreement;

#### (r)            Liens in favor ofcustoms and revenue authorities arising as a matter of law to secure payment ofcustoms duties in connection with the importation of goods;

#### (s)           Liens incurred inconnection with the purchase or shipping of goods or assets on the relatedgoods or assets and proceeds thereof in favor of the seller or shipper of suchgoods or assets or pursuant to customary reservations or retentions of titlearising in the ordinary course of business and in any case not securingIndebtedness;

#### (t)            Liens attaching to cashearnest money deposits in connection with any letter of intent or purchaseagreement in respect of a Permitted Acquisition that do not exceed in theaggregate at any time outstanding 5% of the total consideration for allPermitted Acquisitions then subject to letters of intent or purchaseagreements;

#### (u)           Liens on unearnedinsurance premiums in connection with Indebtedness permitted under Section7.02(c)(xi);

#### (v)           other Liens securingIndebtedness outstanding in an aggregate principal amount not to exceed $2,000,000;provided that no such Lien may be granted when any Default shall haveoccurred and be continuing;

#### (w)          to the extent requiredpursuant to the Existing Indenture, Liens on the Collateral securing theExisting Notes on a equal and ratable basis with the Liens on the Collateralsecuring the obligations of the Loan Parties under the Loan Documents;

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#### (x)            (i) other agreementswith respect to the use and occupancy of real property entered into in theordinary course of business and which do not materially affect the valuethereof or the purpose for which such real property is used or in connectionwith a Disposition permitted under the Loan Documents or (ii) the rightsreserved or vested in any Person by the terms of any lease, license, franchise,grant or permit held by Borrower or any of its Subsidiaries or by a statutoryprovision, to terminate any such lease, license, franchise, grant or permit, orto require annual or periodic payments as a condition to the continuancethereof; and

#### (y)           Liens consisting ofcontractual obligations of any Loan Party to sell or otherwise dispose ofassets (provided that such sale or disposition is permitted hereunder).

## 7.02         Indebtedness.  Create, incur, assume or suffer to exist anyIndebtedness, except:

#### (a)           in the case of theBorrower:

###### (i)            Indebtednessowed to a Subsidiary Guarantor, which Indebtedness shall (A) constitute PledgedDebt, (B) be on terms acceptable to the Administrative Agent and (C) if greaterthan $1,500,000 be evidenced by promissory notes in form and substancesatisfactory to the Administrative Agent and such promissory notes shall bepledged as security for the Obligations of the holder thereof under the LoanDocuments to which such holder is a party and delivered to the Collateral Agentpursuant to the terms of the Security Agreement;

###### (ii)           Indebtednessunder the Existing Notes, provided that if such Indebtedness existsafter March 31, 2008, the Covenant Amendment shall be effective; and

###### (iii)          Indebtednessunder the Second Lien Credit Agreement in an aggregate principal amount not toexceed $64,000,000;

#### (b)           in the case of anySubsidiary, (i) Indebtedness owed to the Borrower or to a SubsidiaryGuarantor; provided that (A) such Indebtedness (1) shall constitutePledged Debt and (2) if greater than $1,500,000, shall be evidenced bypromissory notes in form and substance reasonably satisfactory to theAdministrative Agent and such promissory notes shall be pledged as security forthe Obligations of the holder thereof under the Loan Documents to which such holderis a party and delivered to the Collateral Agent pursuant to the terms of theSecurity Agreement and (B) in the case of any such Indebtedness of aSubsidiary, if any, that is not a Loan Party, such Indebtedness shall be (1) onterms acceptable to the Administrative Agent and (2) in an aggregate amount forall such Subsidiaries not to exceed $2,500,000 at any time outstanding, and(ii) Guarantees of the “Obligations” as defined in the Second Lien CreditAgreement (but only to the extent that such Subsidiary shall have Guaranteedthe Obligations as defined herein); and

#### (c)           in the case of theBorrower and the Subsidiary Guarantors, without duplication:

###### (i)            Indebtednessunder the Loan Documents;

###### (ii)           Indebtednessin respect of Swap Contracts not for speculative purposes, incurred in theordinary course of business and consistent with prudent business practice;

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###### (iii)          SurvivingIndebtedness outstanding on the date hereof and listed on part (b) of Schedule5.05 and any refinancings, refundings, renewals or extensions of suchSurviving Indebtedness; provided that the amount of such Indebtedness isnot increased at the time of such refinancing, refunding, renewal or extensionexcept by an amount equal to a reasonable premium or other reasonable amountpaid, and fees and expenses reasonably incurred, in connection with suchrefinancing and the direct and contingent obligors thereof shall not bechanged, as a result of or in connection with such refinancing, refunding,renewal or extension; providedstillfurther that theterms relating to principal amount, amortization, maturity, collateral (if any)and subordination (if any), and other material terms, taken as a whole, of anysuch extending, refunding or refinancing Indebtedness, and of any agreemententered into and of any instrument issued in connection therewith, are no lessfavorable in any material respect to the Loan Parties or the Lenders than theterms of any agreement or instrument governing the Indebtedness being extended,refunded or refinanced and the interest rate applicable to any such extending,refunding or refinancing Indebtedness does not exceed the then applicablemarket interest rate;

###### (iv)          Guaranteesof the Borrower or any Subsidiary Guarantor in respect of Indebtednessotherwise permitted hereunder of the Borrower or any of the SubsidiaryGuarantors;

###### (v)           Indebtednessin respect of Capitalized Leases, Synthetic Lease Obligations and purchasemoney obligations for fixed or capital assets within the limitations set forthin Section 7.01(i); provided that the aggregate amount of allsuch Indebtedness at any one time outstanding shall not exceed $5,000,000;

###### (vi)          Indebtednessof any Person that becomes a Subsidiary Guarantor after the date hereof inaccordance with the terms of Section 7.03(i) which Indebtedness isexisting at the time such Person becomes a Subsidiary of the Borrower (otherthan Indebtedness incurred solely in contemplation of such Person becoming aSubsidiary);

###### (vii)         Indebtednessconsisting of promissory notes issued by any Loan Party to current or formerofficers, directors and employees (or their estates, spouses or former spouses)of the Borrower or any Guarantor issued to purchase or redeem capital stock ofHoldings permitted by Section 7.06;

###### (viii)        amountsowed by the Borrower or its Subsidiaries under the Merger Agreement as ineffect on the date hereof, to the extent that such amounts are paid within 10Business Days after the same become due and payable pursuant to the termsthereof as in effect on the date hereof;

###### (ix)           accrualof interest, accretion of amortization of OID and pay-in-kind interest solelyin respect of Indebtedness permitted under Section 7.02(c)(vi);

###### (x)            Indebtednessincurred in the ordinary course of business in connection with cash poolingarrangements, cash management and other similar arrangements consisting ofnetting arrangements and overdraft protections incurred in the ordinary courseof business and not in excess of $1,000,000 in the aggregate at any timeoutstanding;

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###### (xi)           Indebtednessconsisting of the financing of insurance premiums in the ordinary course ofbusiness;

###### (xii)          Indebtednessincurred by Holdings or any of its Subsidiaries consisting of obligations inrespect of surety bonds or performance bonds or similar obligation supportingindemnification, adjustment of purchase price or similar obligations (otherthan for the payment of borrowed money) of the Borrower or any such Subsidiaryin connection with the Acquisition or any Permitted Acquisition or Dispositionof any business or assets permitted hereby; and

###### (xiii)         unsecuredIndebtedness (except as may be secured to the extent set forth in Section7.01(v)) in an aggregate principal amount not to exceed $5,000,000 at any timeoutstanding, incurred at a time when no Default has occurred and is continuing.

## 7.03         Investments.  Make or hold any Investments, except:

#### (a)           Investments held by theBorrower or such Subsidiary in the form of cash or Cash Equivalents;

#### (b)           advances to officers,directors and employees of the Borrower and Subsidiaries in an aggregate amountnot to exceed $750,000 at any time outstanding, for travel, entertainment,relocation and analogous ordinary business purposes;

#### (c)           (i) Investments of theBorrower in any Subsidiary Guarantor and Investments of any Subsidiary in theBorrower or in another Subsidiary Guarantor and (ii) additional common equityInvestments by the Borrower in any Subsidiary Guarantor or by a SubsidiaryGuarantor in any other Subsidiary Guarantor;

#### (d)           Investments consistingof extensions of credit in the nature of accounts receivable or notesreceivable arising from the grant of trade credit in the ordinary course ofbusiness, and Investments received in satisfaction or partial satisfactionthereof in connection with the settlement of delinquent accounts in theordinary course of business or from financially troubled account debtors to theextent reasonably necessary in order to prevent or limit loss;

#### (e)           Guarantees permitted bySection 7.02;

#### (f)            Investments existingon the date hereof and set forth on Schedule 7.03(f);

#### (g)           Investments by theBorrower or any Subsidiary in Swap Contracts permitted under Section 7.02(c)(ii);

#### (h)           Investments consistingof intercompany debt permitted under Section 7.02(a)(i) or 7.02(b)or constituting Capital Expenditures permitted under Section 7.12;

#### (i)            Permitted Acquisitionsof Persons that, upon the consummation thereof, will be wholly owned directlyby the Borrower or one or more of its wholly owned Subsidiaries (including,without limitation, as a result of a merger or consolidation);

#### (j)            loans and advances toHoldings in lieu of, and not in excess of the amount of (after giving effect toany other loans, advances or Restricted Payments in respect thereof),

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#### RestrictedPayments to the extent permitted to be made to Holdings in accordance with Section 7.06;

#### (k)           prepaid expenses orlease, utility and other similar deposits, in each case made in the ordinarycourse of business;

#### (l)            promissory notes orother obligations of officers or other employees of such Loan Party or suchSubsidiary acquired in the ordinary course of business in connection with suchofficers’ or employees’ acquisition of Equity Interests in such Loan Party orsuch Subsidiary (to the extent such acquisition is permitted under thisAgreement), so long as no cash is advanced by the Borrower or any of itsSubsidiaries in connection with such Investment;

#### (m)          pledges and depositspermitted under Section 7.01 and endorsements for collection or depositin the ordinary course of business to the extent permitted under Section7.02(c)(x);

#### (n)           other Investments(including those of the types described in clauses (a) through (m)above) not exceeding $2,500,000 in the aggregate in any fiscal year of theBorrower made at a time when no Default has occurred and is continuing;

#### (o)           Investments consistingof any deferred portion (including promissory notes and non-cash consideration)of the sales price received by the Borrower or any Subsidiary in connectionwith any Disposition permitted hereunder;

#### (p)           Investmentsconstituting (i) accounts receivable arising or acquired, (ii) trade debtgranted, or (iii) deposits made in connection with the purchase price of goodsor services, in each case in the ordinary course of business;

#### (q)           advances of payrollpayments to employees in the ordinary course of business in an aggregate amountnot to exceed $100,000 outstanding at any time; and

#### (r)            (i) purchases ofExisting Notes in accordance with any Debt Tender Offer and/or the COC PutOffer and (ii) open market purchases of Existing Notes after the Closing Date foran aggregate amount not to exceed $10,000,000.

## 7.04         Fundamental Changes.  Merge, dissolve, liquidate, consolidate withor into another Person, or Dispose of (whether in one transaction or in aseries of transactions) all or substantially all of its assets (whether nowowned or hereafter acquired) to or in favor of any Person, except that, so longas no Default exists or would result therefrom:

#### (a)           any Subsidiary maymerge with (i) the Borrower; provided that the Borrower shall be thecontinuing or surviving Person, or (ii) any one or more other Subsidiaries, providedthat when any Subsidiary Guarantor is merging with another Subsidiary, thecontinuing or surviving Person shall be a Subsidiary Guarantor;

#### (b)           any Subsidiary mayDispose of all or substantially all of its assets (upon voluntary liquidationor otherwise) to the Borrower or to another Subsidiary; provided that aSubsidiary Guarantor may make such Disposal only to the Borrower or anotherSubsidiary Guarantor;

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#### (c)           any Subsidiary which isnot a Loan Party may dispose of all or substantially all its assets to theBorrower or another Subsidiary;

#### (d)           the Borrower and itsSubsidiaries may consummate the Acquisition;

#### (e)           in connection with anyacquisition permitted under Section 7.03, any Subsidiary may merge intoor consolidate with any other Person or permit any other Person to merge intoor consolidate with it; provided that the Person surviving such mergershall be a wholly owned Subsidiary and the Person surviving any such mergerinvolving a Subsidiary Guarantor shall be a Subsidiary Guarantor; and

#### (f)            the Borrower maydissolve Woodcraft Industries, Inc., a Utah corporation.

provided, however, that in each case, immediately after giving effect thereto, noDefault shall have occurred and be continuing.

## 7.05         Dispositions.  Make any Disposition or enter into anyagreement to make any Disposition, except:

#### (a)           Dispositions ofobsolete or worn out property or property no longer used in the business of theBorrower or its Subsidiaries, whether now or hereafter owned or leased, in theordinary course of business of such Loan Party;

#### (b)           Dispositions ofinventory in the ordinary course of business;

#### (c)           Dispositions ofequipment to the extent that (i) such property is exchanged for credit againstthe purchase price of similar replacement property or (ii) the proceeds of suchDisposition are reasonably promptly applied to the purchase price of suchreplacement property;

#### (d)           Dispositions ofproperty by any Subsidiary to the Borrower or to Subsidiary Guarantor or by theBorrower to a Subsidiary Guarantor;

#### (e)           Dispositions permittedby Section 7.04;

#### (f)            cancellations of anyintercompany Indebtedness among the Loan Parties;

#### (g)           the licensing ofintellectual property to third Persons on customary terms in the ordinary courseof business;

#### (h)           the sale, lease,sub-lease, license, sub-license or consignment of personal property of theBorrower or its Subsidiaries in the ordinary course of business and leases orsubleases of real property permitted by clause (a) for which rentals arepaid on a periodic basis over the term thereof;

#### (i)            the settlement orwrite-off of accounts receivable or sale, discount or compromise of overdueaccounts receivable for collection in the ordinary course of businessconsistent with past practice;

#### (j)            the sale, exchange orother disposition of cash and Cash Equivalents in the ordinary course ofbusiness;

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#### (k)           to the extent requiredby applicable law, the sale or other disposition of a nominal amount of EquityInterests in the Borrower or any Subsidiary on terms acceptable to theAdministrative Agent in order to qualify members of the board of directors orequivalent governing body of the Borrower or such Subsidiary;

#### (l)            Dispositions by theBorrower and its Subsidiaries not otherwise permitted under this Section7.05; provided that (i) at the time of such Disposition, no Defaultshall exist or would result from such Disposition, (ii) the aggregate bookvalue of all property Disposed of in reliance on this clause (l) shallnot exceed $4,000,000 in any fiscal year or $10,000,000 in the aggregate duringthe term of this Agreement and (iii) at least 75% of the purchase pricefor such asset shall be paid to the Borrower or such Subsidiary in cash

#### (m)          Dispositionsconstituting a transfer of property subject to a casualty (i) upon receipt ofnet proceeds of such casualty or (ii) to a Governmental Authority as a resultof condemnation;

#### (n)           sales of non-coreassets acquired in connection with a Permitted Acquisition which are not usedor useful or are duplicative in the business of the Borrower or itsSubsidiaries; and

#### (o)           a grant of options topurchase, lease or acquire real or personal property in the ordinary course ofbusiness, so long as the Disposition resulting from the exercise of such optionwould otherwise be permitted under this Section 7.05;

provided, however, that any Dispositionpursuant to Section 7.05(a) through Section 7.05(m) (other than Section7.05(d)) shall in any event be for fair market value; providedfurtherthat in the event any Disposition otherwise permitted under this Section7.05 shall consist of a Disposition of Equity Interests in a Subsidiary,such Disposition shall in no event be of less than 100% of such EquityInterests, except in the case of a Disposition pursuant to Section 7.05(k).

## 7.06         Restricted Payments.  Declare or make, directly or indirectly, anyRestricted Payment, or incur any obligation (contingent or otherwise) to do so,or issue or sell any Equity Interests or accept any capital contributions,except that:

#### (a)           each Subsidiary maymake Restricted Payments to the Borrower and the Subsidiary Guarantors, ratablyaccording to their respective holdings of the type of Equity Interest inrespect of which such Restricted Payment is being made;

#### (b)           the Borrower may acceptadditional capital contributions from Holdings and any Subsidiary may acceptcapital contributions from its parent to the extent permitted under Section7.03(c)(ii);

#### (c)           the Borrower maydeclare and make dividend payments or other distributions payable solely in itscommon stock or other common Equity Interests and each Subsidiary may declareand make dividend payments or other distributions payable solely in the stockor other Equity Interests of such Person;

#### (d)           the Borrower may issueand sell shares of its common stock to Holdings;

#### (e)           the Borrower maydeclare and directly or indirectly pay cash dividends and distributions toHoldings for the purpose of permitting Holdings to pay federal and state income

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#### taxes,franchise taxes, and other taxes, fees, and assessments to the extentattributable to the business of the Borrower and its Subsidiaries; providedthat any refunds received by Holdings attributable to the Borrower or any ofits Subsidiaries shall promptly be returned by Holdings  to the Borrower through an equitycontribution to the Borrower;

#### (f)            the Borrower maydeclare and directly or indirectly pay cash dividends and distributions toHoldings for customary and reasonable out-of-pocket expenses, legal andaccounting fees and expenses and overhead of Holdings incurred in the ordinarycourse of business to the extent attributable to the business of the Borrowerand its Subsidiaries and in the aggregate not to exceed $500,000 in any fiscalyear; and provided further that, for the avoidance of doubt, all taxes, feesand assessments payable by Holdings shall be deemed attributable to thebusiness of the Borrower and its Subsidiaries so long as Holdings is incompliance with Section 7.08;

#### (g)           the Borrower maypurchase or transfer funds to Holdings to fund the purchase of (with cash ornotes) Equity Interests in Holdings from former directors or employees ofHoldings, the Borrower or its Subsidiaries, their estates, spouses or formerspouses in connection with the termination of such employee’s employment (or suchdirector’s directorship) and the Borrower may make distributions to Holdings toeffect such purchases and/or to make payments on any notes issued in connectionwith any such repurchase; provided, however, that (i) no suchpurchase or distribution and no payment on any such note shall be made if aDefault shall have occurred and be continuing, (ii) no such note shall requireany payment if such payment or a distribution by the Borrower to make suchpayment is prohibited by the terms hereof and (iii) the aggregate amount of allpayments under this Section 7.06(g) (including payments in respect ofany such purchase or any such notes or any such distributions to Holdings forsuch purposes) shall not exceed the sum of (A) $2,500,000 in any fiscal year or$7,500,000 in the aggregate during the term of this Agreement, plus (B) theamount of any cash equity contributions received by the Borrower for thepurpose of making such payments and used for such purpose;

#### (h)           so long as no Defaultshall have occurred and be continuing or would result therefrom, the Borrowermay make distributions to Holdings to enable Holdings to pay (i) directors’fees, expenses and indemnities owing to directors of Holdings and (ii)management fees to the Sponsor under the Management Agreement to the extentthat such management fees are permitted to be paid under Section 7.09(d)and other fees payable to the Sponsor to the extent permitted to be paid under Section7.09(e);

#### (i)            if the Investors ortheir Affiliates shall have made cash equity contributions to the Borrower tofund any Permitted Investments or expenditures that would, by reason of suchfunding, be excluded from the definition of “Capital Expenditures,” and suchPermitted Investment or expenditure is not made within 10 Business Days afterreceipt of such equity contributions, the Borrower may return such equitycontributions to such Investors or their Affiliates;

#### (j)            so long as no Event ofDefault shall have occurred and be continuing or would result therefrom, fromand after the Existing Notes Repayment Date, the Borrower may declare anddirectly or indirectly pay cash dividends and distributions to Holdings fromthe proceeds of the Term Borrowings (other than the Initial First Lien TermAdvance) and the Second Lien Credit Agreement for the sole purpose of repayingthe Acquisition Loan (or any Indebtedness incurred to refinance the AcquisitionLoan) and any related fees, interest or premiums associated therewith; and

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#### (k)           so long as no Event ofDefault shall have occurred and be continuing or would result therefrom, priorto March 31, 2008, the Borrower may declare and directly or indirectly pay cashdividends and distributions to Holdings to enable Holdings to make cashinterest payments on the Acquisition Loan (or any Indebtedness incurred torefinance the Acquisition Loan), provided that (i) after giving proforma effect to such dividend or distribution, the Consolidated First LienLeverage Ratio shall not exceed 1.0 to 1.0, and (ii) the amount of suchdividends and distributions shall not exceed $3,225,000 in any calendarquarter; provided that any payment which is not made pursuant to thisSection 7.06(k) because of the existence of an Event of Default may be madethereafter if such Event of Default shall cease to exist and no other Event ofDefault shall have occurred and be continuing or would result therefrom.

To the extent that theBorrower or its Subsidiaries are permitted to make any Restricted Paymentspursuant to this Section 7.06, the same may be made as a loan or advanceto the recipient thereof, and in such case the amount of such loan or advanceso made shall reduce the amount of Restricted Payments that may be made by theBorrower and its Subsidiaries in respect thereof.

## 7.07         Change in Nature ofBusiness.  Engage in any materialline of business substantially different from those lines of business conductedby the Borrower and its Subsidiaries on the date hereof or any businesssubstantially related, ancillary, or incidental thereto.

## 7.08         Holding Company Status.  With respect to Holdings, engage in anybusiness or activity other than (i) the ownership of all outstanding EquityInterests in the Borrower, as applicable, (ii) maintaining its corporateexistence, (iii) participating in tax, accounting and other administrative activitiesas the parent of the consolidated group of companies, including the LoanParties, (iv) the performance of obligations under the Loan Documents to whichit is a party, (v) incurring the Acquisition Loan for the sole purpose offinancing the Merger (and incurring any Indebtedness to refinance theAcquisition Loan), (vi) performing any act or obligation permitted by theHoldings Guaranty, and (vii) activities incidental to the businesses oractivities described in clauses (i)-(vi) above.

## 7.09         Transactions withAffiliates.  Enter into anytransaction of any kind with any Affiliate of the Borrower or Holdings, whetheror not in the ordinary course of business, other than on fair and reasonableterms substantially as favorable to the Borrower or such Subsidiary as would beobtainable by the Borrower or such Subsidiary at the time in a comparable arm’slength transaction with a Person other than an Affiliate; provided that theforegoing restriction shall not apply to (a) transactions between or among the Borrowerand any of the Subsidiary Guarantors or between and among any SubsidiaryGuarantors, (b) transactions, arrangements, fees, reimbursements andindemnities specifically and expressly permitted between or among such partiesunder this Agreement, (c) reasonable compensation and indemnities to officersand directors, (d) (i) so long as no Default has occurred and is continuing,management fees paid to the Sponsor in an aggregate amount not to exceed$750,000 in any fiscal year (subject to the provisos below) and (ii)reimbursement of the Sponsor for reasonable out-of-pocket expenses paidby the Sponsor, in each case in pursuant to the terms of the ManagementAgreement, provided that nothing herein shall prohibit the accrual ofany such fees or expenses under the terms of the Management Agreement; and providedfurther that, so long as no Default has occurred or is continuing, anymanagement fees accrued under the Management Agreement in any fiscal year up tothe amount referred to in clause (d)(i) above and not paid pursuant to clause(d)(i) shall be permitted to be paid in any subsequent fiscal year, subjectto the other terms of this Agreement, without reference to the $750,000 limiton such management fees described in clause (d)(i) above that may otherwisebe paid during such subsequent fiscal year, and (e) the payment to the Sponsorof a structuring fee in respect of each Permitted Acquisition and eachfinancing transaction consisting of the placement or arrangement ofIndebtedness or equity securities of Holdings (to the extent that the proceedsof such Indebtedness or equity securities are contributed to the Borrower orare used to refinance the Acquisition Loan or any

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## Indebtednessincurred to refinance the Acquisition Loan) or the Borrower, concurrently withthe consummation thereof, in an aggregate amount not to exceed 1% of theaggregate consideration paid by the Borrower in connection with such PermittedAcquisition or 1% of the gross proceeds of the permitted Indebtedness or equityso placed or arranged (provided that the Borrower shall not pay a duplicativefee in the case of any Permitted Acquisition which is financed using theproceeds of any Indebtedness or equity securities so placed or arranged).

## 7.10         Burdensome Agreements.  Enter into or permit to exist any ContractualObligation (other than this Agreement, any other Loan Document and the SecondLien Loan Documents, and other than the Existing Indenture to the extent, andonly to the extent, of restrictions relating to the ability of the Borrower orany Subsidiary of the Borrower to make Restricted Payments or loans to, or torepay loans from, or otherwise to transfer property to or invest in, Holdings)that (a) limits the ability (i) of any Subsidiary to make Restricted Paymentsto the Borrower or any Guarantor, to make intercompany loans or advances to theBorrower or any Guarantor or to repay such loans or advances, or to otherwisetransfer property to or invest in the Borrower or any Guarantor, except for anyagreement in effect (A) on the date hereof or (B) at the time any Subsidiarybecomes a Subsidiary of the Borrower, so long as such agreement was not enteredinto solely in contemplation of such Person becoming a Subsidiary of theBorrower, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borroweror (iii) other than limitations set forth in the documentation governing theAcquisition Loan and the Existing Indenture, of the Borrower or any Subsidiaryto create, incur, assume or suffer to exist Liens on property of such Person; provided,however, that this clause (iii) shall not prohibit (A) any suchlimitation incurred or provided in favor of any holder of Indebtednesspermitted under Section 7.02(c)(v) solely to the extent any suchnegative pledge relates to the property financed by or the subject of suchIndebtedness, or (B) customary anti-assignment provisions in contractsrestricting the assignment thereof or (C) provisions in leases of realproperty that prohibit mortgages or pledges of the lessee’s interest under suchleases or (D) customary restrictions in leases, subleases, licenses andsublicenses; or (b) other than requirements set forth in the ExistingIndenture, requires the grant by a Loan Party of a Lien to secure an obligationof such Loan Party if a Lien is granted to secure another obligation of suchLoan Party.

## 7.11         Financial Covenants.

### (a)           ConsolidatedLeverage Ratio.  (i) Permit theConsolidated Leverage Ratio at any time during any period set forth below whichends prior to the Covenant Trigger Date to be greater than the ratio set forthbelow opposite such period:

| Four Fiscal Quarters Ending                 | ** ** | **Maximum Consolidated  Leverage Ratio** |
|---------------------------------------------|------------|------------------------------------------|
| March 31, 2007 through March 31, 2008       |       | 6.50:1.00                                |
| June 30, 2008 through March 31, 2009        |       | 6.40:1.00                                |
| June 30, 2009                               |       | 6.20:1.00                                |
| September 30, 2009                          |       | 6.10:1.00                                |
| December 31, 2009 through December 31, 2011 |       | 6.00:1.00                                |
| March 31, 2012                              |       | 4.20:1.00                                |
| June 30, 2012                               |       | 4.00:1.00                                |
| September 30, 2012                          |       | 3.90:1.00                                |
| December 31, 2012                           |       | 3.80:1.00                                |

 

(ii) Permit theConsolidated Leverage Ratio at any time during any period set forth below whichends on or after the Covenant Trigger Date to be greater than the ratio setforth below opposite such period:

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| Four Fiscal Quarters Ending                | ** ** | **Maximum Consolidated  Leverage Ratio** |
|--------------------------------------------|------------|------------------------------------------|
| March 31, 2007  through September 30, 2007 |       | 6.50:1.00                                |
| December 31,  2007                         |       | 6.30:1.00                                |
| March 31, 2008                             |       | 6.10:1.00                                |
| June 30, 2008                              |       | 5.90:1.00                                |
| September 30,  2008                        |       | 5.70:1.00                                |
| December 31,  2008                         |       | 5.60:1.00                                |
| March 31, 2009                             |       | 5.30:1.00                                |
| June 30, 2009                              |       | 5.00:1.00                                |
| September 30,  2009                        |       | 4.80:1.00                                |
| December 31,  2009                         |       | 4.60:1.00                                |
| March 31, 2010                             |       | 4.50:1.00                                |
| June 30, 2010                              |       | 4.30:1.00                                |
| September 30,  2010                        |       | 4.20:1.00                                |
| December 31,  2010                         |       | 4.10:1.00                                |
| March 31, 2011                             |       | 3.90:1.00                                |
| June 30, 2011                              |       | 3.70:1.00                                |
| September 30,  2011                        |       | 3.50:1.00                                |
| December 31,  2011                         |       | 3.40:1.00                                |
| March 31, 2012                             |       | 3.20:1.00                                |
| June 30, 2012                              |       | 3.00:1.00                                |
| September 30,  2012                        |       | 2.80:1.00                                |
| December 31,  2012                         |       | 2.70:1.00                                |

 

### (b)           Consolidated FirstLien Leverage Ratio.  Permit theConsolidated First Lien Leverage Ratio at any time during any period set forthbelow which ends on or after the Covenant Trigger Date to be greater than theratio set forth below opposite such period:

| Four Fiscal Quarters Ending                | ** ** | **Maximum First Lien  Leverage Ratio** |
|--------------------------------------------|------------|----------------------------------------|
| March 31, 2007  through September 30, 2007 |       | 4.50:1.00                              |
| December 31,  2007                         |       | 4.30:1.00                              |
| March 31, 2008                             |       | 4.20:1.00                              |
| June 30, 2008                              |       | 4.00:1.00                              |
| September 30,  2008                        |       | 3.90:1.00                              |
| December 31,  2008                         |       | 3.80:1.00                              |
| March 31, 2009                             |       | 3.60:1.00                              |
| June 30, 2009                              |       | 3.40:1.00                              |
| September 30,  2009                        |       | 3.20:1.00                              |
| December 31,  2009                         |       | 3.10:1.00                              |
| March 31, 2010                             |       | 3.00:1.00                              |
| June 30, 2010                              |       | 2.80:1.00                              |
| September 30,  2010                        |       | 2.70:1.00                              |
| December 31,  2010                         |       | 2.60:1.00                              |
| March 31, 2011                             |       | 2.50:1.00                              |
| June 30, 2011                              |       | 2.40:1.00                              |
| September 30,  2011                        |       | 2.30:1.00                              |

 

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| Four Fiscal Quarters Ending | ** ** | **Maximum First Lien  Leverage Ratio** |
|-----------------------------|------------|----------------------------------------|
| December 31,  2011          |       | 2.10:1.00                              |
| March 31, 2012              |       | 2.00:1.00                              |
| June 30, 2012               |       | 1.80:1.00                              |
| September 30,  2012         |       | 1.60:1.00                              |
| December 31,  2012          |       | 1.50:1.00                              |

### (c)           ConsolidatedInterest Coverage Ratio.  (i) Permitthe Consolidated Interest Coverage Ratio at any time during any period setforth below which ends prior to the Covenant Trigger Date to be less than theratio set forth below opposite such period:

| Four Fiscal Quarters Ending                   | ** ** | **Minimum Consolidated  Interest Coverage Ratio** |
|-----------------------------------------------|------------|---------------------------------------------------|
| March 31, 2007  through September 30, 2007    |       | 2.50:1.00                                         |
| December 31,  2007                            |       | 2.70:1.00                                         |
| March 31, 2008                                |       | 2.80:1.00                                         |
| June 30, 2008                                 |       | 2.90:1.00                                         |
| September 30,  2008 through December 31, 2008 |       | 3.00:1.00                                         |
| March 31, 2009                                |       | 3.10:1.00                                         |
| June 30, 2009                                 |       | 3.20:1.00                                         |
| September 30,  2009                           |       | 3.40:1.00                                         |
| December 31,  2009                            |       | 3.50:1.00                                         |
| March 31, 2010                                |       | 3.60:1.00                                         |
| June 30, 2010                                 |       | 3.70:1.00                                         |
| September 30,  2010 through December 31, 2010 |       | 3.80:1.00                                         |
| March 31, 2011                                |       | 3.90:1.00                                         |
| June 30, 2011                                 |       | 4.00:1.00                                         |
| September 30,  2011 through December 31, 2011 |       | 4.10:1.00                                         |
| March 31, 2012                                |       | 4.70:1.00                                         |
| June 30, 2012                                 |       | 5.40:1.00                                         |
| September 30,  2012                           |       | 6.20:1.00                                         |
| December 31,  2012                            |       | 7.10:1.00                                         |

 

### (ii) Permit the Consolidated Interest Coverage Ration at any timeduring any period set forth below which ends on or after the Covenant TriggerDate to be less than the ratio set forth below opposite such period:

| Four Fiscal Quarters Ending                | ** ** | **Minimum Consolidated  Interest Coverage Ratio** |
|--------------------------------------------|------------|---------------------------------------------------|
| March 31, 2007  through September 30, 2007 |       | 1.60:1.00                                         |
| December 31,  2007                         |       | 1.70:1.00                                         |
| March 31, 2008  through September 30, 2008 |       | 1.80:1.00                                         |
| December 31,  2008                         |       | 1.90:1.00                                         |
| March 31, 2009                             |       | 2.00:1.00                                         |
| June 30, 2009                              |       | 2.10:1.00                                         |
| September 30,  2009                        |       | 2.20:1.00                                         |
| December 31,  2009 through March 31, 2010  |       | 2.30:1.00                                         |

 

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| Four Fiscal Quarters Ending | ** ** | **Minimum Consolidated  Interest Coverage Ratio** |
|-----------------------------|------------|---------------------------------------------------|
| June 30, 2010               |       | 2.40:1.00                                         |
| September 30,  2010         |       | 2.50:1.00                                         |
| December 31,  2010          |       | 2.60:1.00                                         |
| March 31, 2011              |       | 2.70:1.00                                         |
| June 30, 2011               |       | 2.80:1.00                                         |
| September 30,  2011         |       | 2.90:1.00                                         |
| December 31,  2011          |       | 3.00:1.00                                         |
| March 31, 2012              |       | 3.20:1.00                                         |
| June 30, 2012               |       | 3.30:1.00                                         |
| September 30,  2012         |       | 3.40:1.00                                         |
| December 31,  2012          |       | 3.50:1.00                                         |

 

### (d)           Right to CureFinancial Covenants.

##### (i)            Notwithstandinganything to the contrary contained in Section 7.11(a), (b) or (c),if the Borrower fails to comply with the requirements of any covenant set forthin Section 7.11(a), (b) or (c) (the “***Financial Covenants***”),then until the 10th calendar day after delivery of the Compliance Certificatepursuant to Section 6.02(b), the Borrower shall have the right to givewritten notice (the “***CureNotice***”) to the Administrative Agent of its intent to issueEquity Interests for cash or otherwise receive cash capital contributions in anamount not to exceed 100% of an amount that, if added to EBITDA for therelevant testing period, would have been sufficient to cause compliance withthe Financial Covenants (the “***Cure Amount***”)for such period (an “***EquityCure***”).  For the avoidanceof doubt, nothing in this Section 7.11(d) shall prevent the Borrowerfrom issuing Equity Interests for cash in an aggregate amount in excess of theamount sufficient to cause compliance with the Financial Covenants for therelevant testing period; provided that such excess to the extent itexceeds 100% of the Cure Amount shall not be added to EBITDA for the purpose ofcalculating compliance with the Financial Covenants or any other purpose.

##### (ii)           The Borrower shall notbe entitled to exercise the Equity Cure any more than five times prior to theMaturity Date and the Equity Cure may not be exercised more than two timeswithin any consecutive four fiscal quarters.

##### (iii)          Upon the delivery by theBorrower of a Cure Notice, no Default or Event of Default shall be deemed toexist pursuant to the Financial Covenants (and any such Default or Event ofDefault shall be retroactively considered not to have existed or occurred).  If the Equity Cure is not consummated within15 Business Days after delivery of the Cure Notice, each such Default or Eventof Default shall be deemed reinstated.

##### (iv)          The cash amount receivedby the Borrower pursuant to exercise of the right to make an Equity Cure shallbe added to EBITDA for the last quarter of the immediately preceding testingperiod solely for purposes of recalculating compliance with the FinancialCovenants for such period and of calculating the Financial Covenants as of theend of the next three following periods. The Equity Cure shall not be taken into account for purposes ofcalculating the Financial Covenants in order to determine proformacompliance with the Financial Covenants for purposes of the incurrence of anyDebt, the undertaking of any Permitted Acquisition or the making of any CapitalExpenditure or for any other purpose.

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## 7.12         Capital Expenditures.  Make or become legally obligated to make anyCapital Expenditure, except for Capital Expenditures not exceeding, in theaggregate for the Borrower and its Subsidiaries during (a) each of fiscal years2007, 2008 and 2009, $12,000,000, (b) fiscal year 2010 and (c) each subsequentfiscal year, $12,500,000; provided, however, that so long as noDefault has occurred and is continuing or would result from any suchexpenditure, up to 100% of such amount, if not expended in the fiscal year forwhich it is permitted, may be carried over for expenditure in the nextfollowing fiscal year (the “***Capital Expenditure Carryover Amount***”); provided furtherthat any Capital Expenditures made in a particular fiscal year shall first bedeemed to have been made with the portion of Capital Expenditures permitted forsuch fiscal year, before the Capital Expenditure Carryover Amount is applied tosuch fiscal year.  Notwithstandinganything to the contrary with respect to any fiscal year of the Borrower duringwhich a Permitted Acquisition is consummated and for each fiscal yearsubsequent thereto, the amount of Capital Expenditures permitted under thepreceding sentence applicable to each fiscal year shall be increased by anamount equal to the quotient obtained by dividing (A) the amount of suchCapital Expenditures (determined in accordance with GAAP) made by the acquiredentity or business for the thirty-six month period immediately preceding theconsummation of such Permitted Acquisition, by (B) three (such amount, the “***Acquired Permitted CapitalExpenditure Amount***”); provided that, with respect to the fiscalyear during which any such Permitted Acquisition occurs, the amount of CapitalExpenditures permitted under the first sentence of this Section 7.12 withrespect to such fiscal year shall be increased by an amount equal to theproduct of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction,the numerator of which is the number of days remaining in such fiscal year andthe denominator of which is 365 or 366, if applicable.

## 7.13         Amendments ofOrganization Documents.  Amend any ofits Organization Documents in a manner adverse to the Lenders.

## 7.14         Accounting Changes.  Make any change in (a) accountingpolicies or reporting practices, except as required by generally acceptedaccounting principles, or (b) fiscal year.

## 7.15         Prepayments,Amendments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to thescheduled maturity thereof in any manner, or make any payment in violation ofany subordination terms of, any Indebtedness, except (i) the prepayment ofthe Credit Extensions in accordance with the terms of this Agreement,(ii) regularly scheduled or required repayments or redemptions ofIndebtedness listed on part (b) of Schedule 5.05,(iii) prepayments of the loans under the Second Lien Credit Agreement****otherwise permitted by Section 2.05,(iv) repayment of the Acquisition Loan (or any Indebtednessincurred to refinance the Acquisition Loan) with the proceeds from theborrowings under the Term Facility or the Second Lien Credit Agreement as setforth in Section 7.06(j), (v) the redemption, repurchase, refinancing ordefeasance of the Existing Notes pursuant to the Debt Tender Offer or the COCPut Offer, (vi) the open market purchase of Existing Notes for an aggregateamount not to exceed $10,000,000, provided that such purchase is notfinanced with the proceeds of the Term Loans, or (vii) prepayments ofintercompany Indebtedness permitted by Section 7.02(b)(i); or (b) (i)amend, modify or change in any manner materially adverse to the Lenders anyterm or condition of any such Indebtedness listed on part (b) of Schedule5.05 or (ii) amend, modify or change in any manner any of the terms andconditions of the Second Lien Loan Documents to the extent any such amendment,modification or change is not permitted under the terms of (A) theIntercreditor Agreement and (B) Section 7.21.

## 7.16         Amendment, Etc. of theRelated Documents.  Cancel orterminate any Related Document or consent to or accept any cancellation ortermination thereof except in accordance with its terms, amend, modify orchange in any manner any term or condition of any Related Document or give anyconsent, waiver or approval thereunder, waive any default under or any breachof any term or condition of any Related Document, agree in any manner to anyother amendment, modification or

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## change of anyterm or condition of any Related Document or take any other action inconnection with any Related Document that would impair in any material respectthe value of the interest or rights of any Loan Party thereunder or that wouldimpair in any material respect the rights or interests of any Agent or anyLender.

## 7.17         Partnerships, Etc.  Become a general partner in any general orlimited partnership or joint venture, except to the extent permitted by andsubject to Section 7.03.

## 7.18         SpeculativeTransactions.  Engage, or permit anyof its Subsidiaries to engage, in any transaction involving commodity optionsor futures contracts for speculative purposes or any similar speculativetransactions, which are, in any case, inconsistent with prior practice and nototherwise made in the ordinary course of business.

## 7.19         Formation ofSubsidiaries.  Organize or invest inany new Subsidiary except as permitted under Section 7.03.

## 7.20         Designation asDesignated Senior Debt.  Designateany other Indebtedness of the Loan Parties as “Designated Senior Debt” forpurposes of any subordinated debt.

## 7.21         Modification of SecondLien Loan Documents.  Amend,supplement or otherwise modify in any manner any of the terms or provisionscontained in, or applicable to, any Second Lien Documents, unless (a) no fee ispayable to the lenders under the Second Lien Loan Documents and (b) the solepurpose of any such amendment, supplement or other modification is one or moreof the following:  (i) to extend thedate or reduce the amount of any required repayment, prepayment or redemptionof the principal of the loans under the Second Lien Loan Documents, (ii) toreduce the rate or extend the date for payment of the interest, premium (ifany) or fees payable on the Second Lien Loan, as applicable, or (iii) to makethe covenants, events of default or remedies in the Second Lien Loan Documentsless restrictive on the Borrower or its Subsidiaries.

# Article VIIIEVENTS OF DEFAULT AND REMEDIES

## 8.01         Events of Default.  Any of the following shall constitute an Eventof Default:

#### (a)           Non-Payment.  The Borrower or any other Loan Party fails topay (i) when and as required to be paid herein, any amount of principal of anyLoan or any L/C Obligation, or (ii) within three Business Days after the samebecomes due, any interest on any Loan or on any L/C Obligation, or any fee duehereunder, or (iii) within five Business Days after the same becomes due, anyother amount payable hereunder or under any other Loan Document; or

#### (b)           Specific Covenants.  (i) The Borrower fails to perform or observeany term, covenant or agreement contained in any of Section 6.01, 6.02,6.03, 6.05, 6.09, 6.10, 6.11, 6.12, 6.17,6.19 or Article VII, (ii) Holdings fails to perform orobserve any term, covenant or agreement contained in Section 7 of theHoldings Guaranty or (iii) any of the Subsidiary Guarantors fails toperform or observe any term, covenant or agreement contained in Section 7 ofthe Subsidiary Guaranty; or

#### (c)           Other Defaults.  Any Loan Party fails to perform or observeany other covenant or agreement (not specified in Section 8.01(a) or (b)above) contained in any Loan Document on its part to be performed or observedand such failure continues for 30 days; or

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#### (d)           Representations andWarranties.  Any representation,warranty or certification made or deemed made by or on behalf of the Borroweror any other Loan Party herein, in any other Loan Document, or in any documentdelivered in connection herewith or therewith shall be incorrect or misleadingin any material respect when made or deemed made; or

#### (e)           Cross-Default.  (i) Any Loan Party or any of its Subsidiaries(A) fails to make any payment when due (whether by scheduled maturity, requiredprepayment, acceleration, demand, or otherwise) and, except in the case of anysuch payment due at scheduled maturity or by acceleration, such payment is notmade within any applicable grace period, in respect of (x) the Second LienCredit Agreement, or (y) any other Indebtedness or Guarantee (other thanIndebtedness hereunder and Indebtedness under Swap Contracts) having anaggregate principal amount (including undrawn committed or available amountsand including amounts owing to all creditors under any combined or syndicatedcredit arrangement) for purposes of this clause (y) of more than theThreshold Amount, or (B) fails to observe or perform any other agreement orcondition relating to any such Indebtedness or Guarantee or contained in anyinstrument or agreement evidencing, securing or relating thereto, or any otherevent occurs, the effect of which default or other event is to cause, or topermit the holder or holders of such Indebtedness or the beneficiary orbeneficiaries of such Guarantee (or a trustee or agent on behalf of such holderor holders or beneficiary or beneficiaries) to cause, with the giving of noticeif required, such Indebtedness to be demanded or to become due or to berepurchased, prepaid, defeased or redeemed (automatically or otherwise), or anoffer to repurchase, prepay, defease or redeem such Indebtedness to be made,prior to its stated maturity, or such Guarantee to become payable or cashcollateral in respect thereof to be demanded; provided that the makingof the COC Put Offer solely as a result of the consummation of the Merger shallnot constitute an Event of Default under this Section 8.01(e), or (ii)there occurs under any Swap Contract an Early Termination Date (as defined insuch Swap Contract) resulting from (A) any event of default under such SwapContract as to which the Borrower or any Subsidiary is the Defaulting Party (asdefined in such Swap Contract) or (B) any Termination Event (as so defined)under such Swap Contract as to which the Borrower or any Subsidiary is anAffected Party (as defined in such Swap Contract) and, in either event, theSwap Termination Value owed by the Loan Party or such Subsidiary as a resultthereof is greater than the Threshold Amount; or

#### (f)            InsolvencyProceedings, Etc.  Any Loan Party orany of its Subsidiaries institutes or consents to the institution of anyproceeding under any Debtor Relief Law, or makes an assignment for the benefitof creditors; or applies for or consents to the appointment of any receiver,trustee, custodian, conservator, liquidator, rehabilitator or similar officerfor it or for all or any material part of its property; or any receiver,trustee, custodian, conservator, liquidator, rehabilitator or similar officeris appointed without the application or consent of such Person and theappointment continues undischarged or unstayed for 60 calendar days; or any proceedingunder any Debtor Relief Law relating to any such Person or to all or anymaterial part of its property is instituted without the consent of such Personand continues undismissed or unstayed for 60 calendar days, or an order forrelief is entered in any such proceeding; or

#### (g)           Inability to PayDebts; Attachment.  (i) Any LoanParty or any of its Subsidiaries becomes unable or admits in writing itsinability or fails generally to pay its debts as they become due, or (ii) anywrit or warrant of attachment or execution or similar process is issued orlevied against all or any material part of the property of any such Person andis not released, vacated or fully bonded within 30 days after its issue orlevy; or

#### (h)           Judgments.  There is entered against any Loan Party orany of its Subsidiaries (i) a final judgment or order for the payment of moneyin an aggregate amount exceeding the

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#### ThresholdAmount (to the extent not covered by independent third-party insurance as towhich the insurer is rated at least “A” by A.M. Best Company, has been notifiedof the potential claim and does not dispute coverage), or (ii) any one or morenon-monetary final judgments that have, or could reasonably be expected tohave, individually or in the aggregate, a Material Adverse Effect and, ineither case, (A) enforcement proceedings are commenced by any creditor uponsuch judgment or order, or (B) there is a period of 30 consecutive days duringwhich a stay of enforcement of such judgment, by reason of a pending appeal orotherwise, is not in effect; or

#### (i)            ERISA.  An ERISA Event occurs with respect to aPension Plan or Multiemployer Plan which has resulted or could reasonably beexpected to result in liability of any Loan Party in an aggregate amount inexcess of the Threshold Amount; or

#### (j)            Invalidity of LoanDocuments.  Any material provision ofany Loan Document, at any time after its execution and delivery and for anyreason other than as expressly permitted hereunder or thereunder orsatisfaction in full of all the Obligations, ceases to be in full force andeffect; or any Loan Party or any other Person contests in any manner thevalidity or enforceability of any provision of any Loan Document; or any LoanParty denies that it has any or further liability or obligation under any LoanDocument, or purports to revoke, terminate or rescind any Loan Document; or

#### (k)           Change of Control.  There occurs any Change of Control or theSponsor ceases to Control the Borrower; or

#### (l)            Collateral Document.  Any Collateral Document after deliverythereof pursuant to Section 4.01 or 6.12 shall for anyreason (other than pursuant to the terms thereof) cease to create a valid andperfected first priority (subject to Permitted Liens) lien on and securityinterest in the Collateral purported to be covered thereby; or any Loan Partycontests in any manner the validity, perfection or priority of any lien orsecurity interest in the Collateral purported to be covered thereby; or

#### (m)          “Second Lien Event ofDefault”.  An “Event of Default” (asdefined in the Second Lien Credit Agreement) shall have occurred and becontinuing under the Second Lien Credit Agreement; or

#### (n)           “Acquisition LoanEvent of Default”.  An “Event ofDefault” (as defined in the Acquisition Loan) shall have occurred and becontinuing under the Acquisition Loan (or any Indebtednessincurred to refinance the Acquisition Loan); provided such Eventof Default under the Acquisition Loan (or any Indebtednessincurred to refinance the Acquisition Loan)  shall not become an Event of Default hereunderunless and until such Event of Default under the Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan)shall have continuing for 5 days; or

#### (o)           Non-Repayment of theExisting Notes.  All of the ExistingNotes have not been redeemed, repurchased, refinanced or defeased prior toMarch 31, 2008 unless a majority of the Existing Notes have been purchasedprior to such date pursuant to the Debt Tender Offer.

## 8.02         Remedies upon Event ofDefault.  If any Event of Defaultoccurs and is continuing, the Administrative Agent shall, at the request of, ormay, with the consent of, the Required Lenders, take any or all of thefollowing actions:

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#### (a)           declare the commitmentof each Lender to make Loans and any obligation of the L/C Issuer to make L/CCredit Extensions to be terminated, whereupon such commitments and obligationshall be terminated;

#### (b)           declare any or all ofthe unpaid principal amount of all outstanding Loans, any or all interestaccrued and unpaid thereon, and any or all other amounts owing or payablehereunder or under any other Loan Document to be immediately due and payable,without presentment, demand, protest or other notice of any kind, all of whichare hereby expressly waived by the Borrower;

#### (c)           require that theBorrower Cash Collateralize the L/C Obligations (in an amount equal to the thenOutstanding Amount thereof); and

#### (d)           exercise on behalf ofitself, the other Agents and the Lenders all rights and remedies available toit, the other Agents and the Lenders under the Loan Documents and applicablelaw;

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

## 8.03         Application of Funds.  After the exercise of remedies provided forin Section 8.02 (or after the Loans have automatically becomeimmediately due and payable and the L/C Obligations have automatically beenrequired to be Cash Collateralized as set forth in the proviso to Section8.02), any amounts received on account of the Obligations shall be appliedby the Administrative Agent in the following order:

First,to payment of that portion of the Obligations constituting fees, indemnities,expenses and other amounts (other than principal and interest but includingfees, charges and disbursements of counsel to the Administrative Agent andamounts payable under Article III) payable to the Agents in theircapacities as such ratably among them in proportion to the amounts described inthis clause First payable to them;

Second, to payment of that portion of theObligations constituting fees, indemnities and other amounts (other thanprincipal and interest) payable to the Lenders and the L/C Issuer(including fees, charges and disbursements of counsel to the respective Lendersand the L/C Issuer), ratably among themin proportion to the amounts described in this clause Second payable tothem;

Third, to payment of that portion of theObligations constituting accrued and unpaid interest on the Loans, L/CBorrowings and other Obligations, ratably among the Lenders and the L/C Issuerin proportion to the respective amounts described in this clause Thirdpayable to them;

Fourth, to payment of that portion of theObligations constituting unpaid principal of the Loans and L/C Borrowings andobligations under Secured Hedge Agreements, ratably among the Lenders and theL/C Issuer in proportion to the respective amounts described in this clause Fourthheld by them;

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Fifth, to the Administrative Agent for the accountof the L/C Issuer, to Cash Collateralize 105% of that portion of L/CObligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to the payment of all otherObligations of the Loan Parties owing under or in respect of the Loan Documentsthat are then due and payable to the Agents and the other Secured Parties onsuch date, ratably based upon the respective aggregate amounts of all suchObligations owing to the Agents and the other Secured Parties on such date; and

Last, the balance, if any, after all of theObligations have been indefeasibly paid in full (excluding, for this purpose,any Unaccrued Indemnity Claims), to the Borrower or as otherwise required byLaw.

Subject to Section2.03(e), amounts used to Cash Collateralize 105% of the aggregate undrawnamount of Letters of Credit pursuant to clause Fifth above shall beapplied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as CashCollateral 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 theorder set forth above, and thereafter applied as provided in clause “Last”above.

# Article IXADMINISTRATIVE AGENT

## 9.01         Authorization andAction.  Each Lender (in itscapacities as a Lender, the Swing Line Lender (if applicable), the L/C Issuer(if applicable) and on behalf of itself and its Affiliates as potential HedgeBanks) hereby appoints and authorizes each Agent to take such action as agenton its behalf and to exercise such powers and discretion under this Agreementand the other Loan Documents as are delegated to such Agent by the terms hereofand thereof, together with such powers and discretion as are reasonablyincidental thereto.  As to any mattersnot expressly provided for by the Loan Documents (including, withoutlimitation, enforcement or collection of the Notes), no Agent shall be requiredto exercise any discretion or take any action, but shall be required to act orto refrain from acting (and shall be fully protected in so acting or refrainingfrom acting) upon the instructions of the Required Lenders (or, if requiredhereby, all Lenders), and such instructions shall be binding upon all Lendersand all holders of Notes; provided, however, that no Agent shallbe required to take any action that exposes such Agent to personal liability orthat is contrary to this Agreement or applicable law.  Each Agent agrees to give to each Lenderprompt notice of each notice given to it by the Borrower pursuant to the termsof this Agreement.

## 9.02         Agent’s Reliance, Etc.  Neither any Agent nor any of their respectivedirectors, officers, agents or employees shall be liable for any action takenor omitted to be taken by it or them under or in connection with the LoanDocuments, except for its or their own gross negligence or willfulmisconduct.  Without limitation of thegenerality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until, inthe case of the Administrative Agent, the Administrative Agent receives andaccepts an Assignment and Assumption entered into by the Lender that is thepayee of such Note, as assignor, and an Eligible Assignee, as assignee, or, inthe case of the Collateral Agent, such Agent has received notice from theAdministrative Agent that it has received and accepted such Assignment andAssumption, in each case as provided in Section 10.06; (b) mayconsult with legal counsel (including counsel for any Loan Party), independentpublic accountants and other experts selected by it and shall not be liable forany action taken or omitted to be taken in good faith by it in accordance withthe advice of such counsel, accountants or experts; (c) makes no warrantyor representation to any Lender and shall not be responsible to any Lender forany statements, warranties or representations (whether written or oral) made inor in connection with the Loan Documents; (d) shall not have any duty

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## to ascertainor to inquire as to the performance, observance or satisfaction of any of theterms, covenants or conditions of any Loan Document on the part of any LoanParty or the existence at any time of any Default under the Loan Documents orto inspect the property (including the books and records) of any Loan Party;(e) shall not be responsible to any Lender for the due execution,legality, validity, enforceability, genuineness, sufficiency or value of, orthe perfection or priority of any lien or security interest created orpurported to be created under or in connection with, any Loan Document or anyother instrument or document furnished pursuant thereto; and (f) shallincur no liability under or in respect of any Loan Document by acting upon anynotice, consent, certificate or other instrument or writing (which may be bytelecopier, electronic mail or Internet or intranet posting or otherdistribution) believed by it to be genuine and signed or sent by the properparty or parties.  Without limitation onany other provision hereof, neither Agent shall be deemed to have notice orknowledge of an Event of Default unless written notice thereof has beenreceived from the Borrower or any Lender.

## 9.03         Credit Suisse andAffiliates.  With respect to itsCommitments, the Loans made by it and the Notes issued to it, if any, CreditSuisse shall have the same rights and powers under the Loan Documents as anyother Lender and may exercise the same as though it were not an Agent; and theterm “Lender” shall, unless otherwise expressly indicated, include CreditSuisse in its individual capacity. Credit Suisse and its affiliates may accept deposits from, lend moneyto, act as trustee under indentures of, accept investment banking engagementsfrom and generally engage in any kind of business with, any Loan Party, anySubsidiaries of any Loan Party and any Person that may do business with or ownsecurities of any Loan Party or any such Subsidiary, all as if Credit Suissewas not an Agent and without any duty to account therefor to the Lenders.  No Agent shall have any duty to disclose anyinformation obtained or received by it or any of its Affiliates relating to anyLoan Party or any Subsidiaries of any Loan Party to the extent such informationwas obtained or received in any capacity other than as such Agent.

## 9.04         Lender Credit Decision.  Each Lender acknowledges that it has, independentlyand without reliance upon any Agent or any other Lender and based on thefinancial statements referred to in Section 6.01 and such otherdocuments and information as it has deemed appropriate, made its own creditanalysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will,independently and without reliance upon any Agent or any other Lender and basedon such documents and information as it shall deem appropriate at the time,continue to make its own credit decisions in taking or not taking action underthis Agreement.

## 9.05         Indemnification ofAgents.

### (a)           Each Term Lenderseverally agrees to indemnify each Agent or any Related Party and eachRevolving Credit Lender severally agrees to indemnify each Agent, the L/CIssuer or any Related Party (in each case, to the extent not reimbursed by theBorrower) from and against such Lender’s Applicable Percentage of any and allliabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements of any kind or nature whatsoever thatmay be imposed on, incurred by, or asserted against such Agent, the L/C Issueror any Related Party in any way relating to or arising out of the LoanDocuments or any action taken or omitted by such Agent, the L/C Issuer or anyRelated Party under the Loan Documents (collectively, the “***Indemnified Costs***”); provided, however, that no Lender shall be liable for any portionof such liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements resulting from such Agent’s,the L/C Issuer’s or any Related Party’s gross negligence or willful misconductas found in a final non-appealable judgment by a court of competentjurisdiction.  Without limitation of theforegoing, each Lender agrees to reimburse each Agent, the L/C Issuer or anyRelated Party promptly upon demand for its Applicable Percentage of any costsand expenses (determined as of the time that the applicable unreimbursedexpense or indemnity payment is sought) (including, without limitation,reasonable fees and expenses of counsel)

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### payable by theBorrower under Section 10.04, to the extent that such Agent, the L/CIssuer or any Related Party is not promptly reimbursed for such costs andexpenses by the Borrower.  In the case ofany investigation, litigation or proceeding giving rise to any IndemnifiedCosts, this Section 9.05 applies whether any such investigation,litigation or proceeding is brought by any Lender or any other Person.  The obligations of the Lenders under this subsection (a)are subject to the provisions of Section 2.12(d).

### (b)           The failure of anyLender to reimburse any Agent, the L/C Issuer or any Related Party, as the casemay be, promptly upon demand for its Applicable Percentage of any amountrequired to be paid by the Lenders to such Agent, the L/C Issuer, or anyRelated Party, as the case may be, as provided herein shall not relieve anyother Lender of its obligation hereunder to reimburse such Agent, the L/CIssuer, or Related Party, as the case may be, for its Applicable Percentage ofsuch amount, but no Lender shall be responsible for the failure of any otherLender to reimburse such Agent, the L/C Issuer, or Related Party, as the casemay be, for such other Lender’s Applicable Percentage of such amount.  Without prejudice to the survival of anyother agreement of any Lender hereunder, the agreement and obligations of eachLender contained in this Section 9.05 shall survive the payment infull of principal, interest and all other amounts payable hereunder and underthe other Loan Documents.

## 9.06         Successor Agents.  Any Agent may resign at any time by givingwritten notice thereof to the Lenders and the Borrower.  Upon any such resignation, the RequiredLenders shall have the right to appoint a successor Agent (which, unless anEvent of Default has occurred and is continuing at the time of suchappointment, shall be reasonably acceptable to the Borrower).  If no successor Agent shall have been soappointed by the Required Lenders, and shall have accepted such appointment,within 30 days after the retiring Agent’s giving of notice of resignation, thenthe retiring Agent may, on behalf of the Lenders, appoint a successor Agent,which, unless an Event of Default shall have occurred and is continuing, shallbe reasonably acceptable to the Borrower and which shall be a commercial bankorganized under the laws of the United States or of any State thereof andhaving a combined capital and surplus of at least $250,000,000.  Upon the acceptance of any appointment asAgent hereunder by a successor Agent and, in the case of a successor CollateralAgent, upon the execution and filing or recording of such financing statements,or amendments thereto, and such other instruments or notices, as may be necessaryor desirable, or as the Required Lenders may request, in order to continue theperfection of the Liens granted or purported to be granted by the CollateralDocuments, such successor Agent shall succeed to and become vested with all therights, powers, discretion, privileges and duties of the retiring Agent, andthe retiring Agent shall be discharged from its duties and obligations underthe Loan Documents.  If within 45 daysafter written notice is given of the retiring Agent’s resignation under this Section9.06 no successor Agent shall have been appointed and shall have acceptedsuch appointment, then on such 45th day (a) the retiring Agent’s resignationshall become effective, (b) the retiring Agent shall thereupon bedischarged from its duties and obligations under the Loan Documents and(c) the Required Lenders shall thereafter perform all duties of theretiring Agent under the Loan Documents until such time, if any, as theRequired Lenders appoint a successor Agent as provided above.  After any retiring Agent’s resignationhereunder as Agent shall have become effective, the provisions of this ArticleIX shall inure to its benefit as to any actions taken or omitted to betaken by it while it was Agent under this Agreement.

## 9.07         Arranger Has No Liability.  It is understood and agreed that the Arrangershall not have any duties, responsibilities or liabilities under this Agreementwhatsoever.

## 9.08         Administrative AgentMay File Proofs of Claim.  In case ofthe pendency of any receivership, insolvency, liquidation, bankruptcy,reorganization, arrangement, adjustment, composition or other judicialproceeding relative to any Loan Party, the Administrative Agent (irrespectiveof whether the principal of any Loan or L/C Obligation shall then be due and payableas herein expressed or by declaration or otherwise and irrespective of whetherthe Administrative Agent shall have made any

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## demand on theBorrower) shall be entitled and empowered, by intervention in such proceedingor otherwise:

#### (a)           to file and prove aclaim for the whole amount of the principal and interest owing and unpaid inrespect of the Loans, L/C Obligations and all other Obligations that are owingand unpaid and to file such other documents as may be necessary or advisable inorder to have the claims of the Lenders and the Agents (including any claim forthe reasonable compensation, expenses, disbursements and advances of theLenders and the Agents and their respective agents and counsel and all otheramounts due the Lenders and the Agents under Sections 2.03(j), 2.09 and10.04) allowed in such judicial proceeding; and

#### (b)           to collect and receiveany monies or other property payable or deliverable on any such claims and todistribute the same;

and any custodian,receiver, assignee, trustee, liquidator, sequestrator or other similar officialin any such judicial proceeding is hereby authorized by each Lender to makesuch payments to the Administrative Agent and, in the event that theAdministrative Agent shall consent to the making of such payments directly tothe Lenders, to pay to the Administrative Agent any amount due for thereasonable compensation, expenses, disbursements and advances of the Agents andtheir respective agents and counsel, and any other amounts due the Agents underSections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorizethe Administrative Agent to authorize or consent to or accept or adopt onbehalf of any Lender any plan of reorganization, arrangement, adjustment orcomposition affecting the Obligations or the rights of any Lender or toauthorize the Administrative Agent to vote in respect of the claim of anyLender in any such proceeding.

## 9.09         Collateral andGuaranty Matters.  The Lenders andthe L/C Issuer irrevocably authorize the Collateral Agent and theAdministrative Agent, at their option and in their discretion:

#### (a)           to release any Lien onany property granted to or held by the Collateral Agent under any Loan Document(i) upon termination of the Aggregate Commitments and payment in full of allObligations (other than contingent indemnification obligations not yet accruedand payable), including all obligations under all Secured Hedge Agreements, andthe expiration or termination of all Letters of Credit, (ii) that is sold or tobe sold as part of or in connection with any sale permitted hereunder or underany other Loan Document, or (iii) subject to Section 10.01, if approved,authorized or ratified in writing by the Required Lenders;

#### (b)           to release anyGuarantor from its obligations under the applicable Guaranty if such Personceases to be a Subsidiary as a result of a transaction permitted hereunder; and

#### (c)           to subordinate any Lienon any property granted to or held by the Collateral Agent under any LoanDocument to the holder of any Lien on such property that is permitted by Section7.01(i).

Upon request by the Administrative Agent or theCollateral Agent at any time, the Required Lenders (or, if necessary, allLenders) will confirm in writing the authority of the Agents to release itsinterest in particular types or items of property, or to release any Guarantorfrom its obligations under the applicable Guaranty pursuant to this Section9.09.  In each case as specified inthis Section 9.09, the Administrative Agent and the Collateral Agentwill, at the Borrower’s expense, execute and deliver to the applicable LoanParty such documents as such Loan Party may reasonably request to evidence therelease of such item of Collateral from the assignment and security interestgranted under the Collateral

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Documents, or to release such Guarantor from itsobligations under the applicable Guaranty, in each case in accordance with theterms of the Loan Documents and this Section 9.09.

## 9.10         IntercreditorAgreement.  Each of the Lendershereby acknowledges that it has received and reviewed the IntercreditorAgreement and agrees to be bound by the terms thereof.  Each Lender (and each Person that becomes aLender hereunder pursuant to Section 10.06) hereby (i) acknowledges thatCredit Suisse is acting under the Intercreditor Agreement in multiplecapacities as the Administrative Agent, the Collateral Agent and the collateralagent under the Intercreditor Agreement and (ii) waives any conflict ofinterest, now contemplated or arising hereafter, in connection therewith andagrees not to assert against Credit Suisse any claims, causes of action,damages or liabilities of whatever kind or nature relating thereto.  Each Lender (and each Person that becomes aLender hereunder pursuant to Section 10.06) hereby authorizes and directsCredit Suisse to enter into the Intercreditor Agreement on behalf of suchLender and agrees that Credit Suisse, in its various capacities thereunder, maytake such actions on its behalf as is contemplated by the terms of theIntercreditor Agreement.

# Article XMISCELLANEOUS

## 10.01       Amendments, Etc.  No amendment or waiver of any provision ofthis Agreement or any other Loan Document, and no consent to any departure bythe Borrower or any other Loan Party therefrom, shall be effective unless inwriting signed by the Required Lenders and the Borrower or the applicable LoanParty, as the case may be, and acknowledged by the Administrative Agent, andeach such waiver or consent shall be effective only in the specific instanceand for the specific purpose for which given; provided, however,that no such amendment, waiver or consent shall:

#### (a)           extend or increase theCommitment of any Lender (or reinstate any Commitment terminated pursuant to Section8.02) without the written consent of such Lender;

#### (b)           postpone any datescheduled for any payment of principal or interest or fees under Section2.07, 2.08 or 2.09 without the written consent of each Lenderdirectly affected thereby (provided that the consent of each Lendershall be required to extend the Maturity Date);

#### (c)           reduce or forgive theprincipal of, or the rate of interest specified herein on, any Loan or L/CBorrowing, or (subject to clause (v) of the second proviso to this Section 10.01),any fees or other amounts payable hereunder or under any other Loan Document,without the written consent of each Lender directly affected thereby; provided,however, that only the consent of the Required Lenders shall benecessary to amend the definition of “Default Rate” or to waive any obligationof the Borrower to pay interest or Letter of Credit Fees at the Default Rateand such waiver shall not constitute a reduction of the rate of interesthereunder;

#### (d)           change the order ofapplication of any reduction in the Commitments or any prepayment of Loansbetween the Facilities from the application thereof set forth in the applicableprovisions of Section 2.05(b), Section 2.06(b), Section2.06(c) or Section 8.03, respectively, or in any other manner thatmaterially and adversely affects the Lenders under such Facilities or requirethe permanent reduction of the Revolving Credit Facility at any time when allor a portion of the Term Facility remains in effect****withoutthe written consent of each such Lender directly affected thereby;

#### (e)           change any provision ofthis Section 10.01 or the definition of “Required Lenders” or any otherprovision hereof specifying the number or percentage of Lenders required

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#### to amend,waive or otherwise modify any rights hereunder or make any determination orgrant any consent hereunder, without the written consent of each Lender;

#### (f)            release all orsubstantially all of the Collateral in any transaction or series of relatedtransactions, without the written consent of each Lender;

#### (g)           release all orsubstantially all of the value of the Holdings Guaranty or the SubsidiaryGuaranty, without the written consent of each Lender;

#### (h)           impose any greaterrestriction on the ability of any Lender to assign any of its rights orobligations hereunder without the written consent of Lenders having more than50% of the Aggregate Credit Exposures then in effect within each of thefollowing classes of Commitments, Loans and other Credit Extensions:  (i) the class consisting of the RevolvingCredit Commitments, combined on an aggregate basis, and (ii) the class consistingof the Term Commitments, combined on an aggregate basis.  For purposes of this clause, the aggregateamount of each Lender’s risk participation and funded participation in L/CObligations and Swing Line Loans shall be deemed to be held by such Lender;

#### (i)            affect adversely theinterests, rights or obligations of the Revolving Credit Lenders in a mannersubstantially different from the effect of such amendment, waiver or consent onthe Term Lenders, unless consented to by the Required Revolving Credit Lenders,it being understood that any amendment, waiver or consent that has the effectof curing or waiving any Default and that contemplates a Borrowing inconnection with such amendment, waiver or consent shall require the consent ofthe Required Revolving Credit Lenders; or

#### (j)            affect adversely theinterests, rights or obligations of the Term Lenders in a manner substantiallydifferent from the effect of such amendment, waiver or consent on the RevolvingCredit Lenders, unless consented to by Required Term Lenders;

and providedfurtherthat, without limiting any requirement that the same be signed or executed bythe Borrower or any other applicable Loan Party, (i) no amendment, waiver orconsent shall, unless in writing and signed by the L/C Issuer in addition tothe Lenders required above, affect the rights or duties of the L/C Issuer underthis Agreement or any L/C Related Document relating to any Letter of Creditissued or to be issued by it; (ii) no amendment, waiver or consent shall,unless in writing and signed by the Swing Line Lender in addition to theLenders required above, affect the rights or duties of the Swing Line Lenderunder this Agreement; (iii) no amendment, waiver or consent shall, unless inwriting and signed by an Agent in addition to the Lenders required above,affect the rights or duties of, or any fees or other amounts payable to, suchAgent under this Agreement or any other Loan Document; (iv) Section 10.06(i)may not be amended, waived or otherwise modified without the consent of each GrantingLender all or any part of whose Loans are being funded by an SPC at the time ofsuch amendment, waiver or other modification; and (v) the Fee Letter may beamended, or rights or privileges thereunder waived, in a writing executed onlyby the parties thereto.  Notwithstandinganything to the contrary herein, no Defaulting Lender shall have any right toapprove or disapprove any amendment, waiver or consent hereunder, except thatthe Commitment of such Lender may not be increased or extended without theconsent of such Lender.

Notwithstandingthe foregoing, this Agreement may be amended (or amended and restated) with thewritten consent of the Required Lenders and the Borrower (a) to add one or moreadditional credit facilities to this Agreement and to permit the extensions ofcredit from time to time outstanding thereunder and the accrued interest andfees in respect thereof to share ratably in the benefits of this Agreement andthe other Loan Documents with the Obligations and (b) to include appropriatelythe

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Lendersholding such credit facilities in any determination of the Required Lenders(other than for purposes of the amendment adding such credit facilities).

## 10.02       Notices and OtherCommunications; Facsimile Copies.

### (a)           Notices Generally.  Except in the case of notices and othercommunications expressly permitted to be given by telephone (and except asprovided in subsection (b) below), all notices and other communicationsprovided for herein shall be in writing and shall be delivered by hand or overnightcourier service, mailed by certified or registered mail or sent by telecopieras follows, and all notices and other communications expressly permittedhereunder to be given by telephone shall be made to the applicable telephonenumber, as follows:

##### (i)            if to the Borrower,the Administrative Agent, the L/C Issuer or the Swing Line Lender, to theaddress, telecopier number, electronic mail address or telephone numberspecified for such Person on Schedule 10.02; and

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

Notices sent by hand orovernight courier service, or mailed by certified or registered mail, shall bedeemed 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 nextbusiness day for the recipient).  Noticesdelivered through electronic communications to the extent provided in subsection(b) below shall be effective as provided in such subsection (b).

### (b)           ElectronicCommunications.  Notices and othercommunications to the Lenders and the L/C Issuer hereunder may be delivered orfurnished by electronic communication (including e-mail and Internet orintranet websites) pursuant to procedures approved by the Administrative Agent,provided that the foregoing shall not apply to notices to any Lender orthe 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 ofreceiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may,in its discretion, agree to accept notices and other communications to ithereunder by electronic communications pursuant to procedures approved by it, providedthat approval of such procedures may be limited to particular notices orcommunications.

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

### (c)           Change of Address,Etc.  Each of the Borrower, theAdministrative Agent, the L/C Issuer and the Swing Line Lender may change itsaddress, telecopier or telephone number for notices and other communicationshereunder by notice to the other parties hereto.  Each other Lender may change

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### its address,telecopier or telephone number for notices and other communications hereunderby notice to the Borrower, the Administrative Agent, the L/C Issuer and theSwing Line Lender.

### (d)           Reliance byAdministrative Agent, L/C Issuer and Lenders.** **The AdministrativeAgent, the L/C Issuer and the Lenders shall be entitled to rely and act uponany notices (including telephonic Committed Loan Notice and Swing Line LoanNotices) purportedly given by or on behalf of the Borrower even if (i) suchnotices were not made in a manner specified herein, were incomplete or were notpreceded or followed by any other form of notice specified herein, or (ii) theterms thereof, as understood by the recipient, varied from any confirmationthereof.  The Borrower shall indemnifythe Administrative Agent, the L/C Issuer, each Lender and the Related Partiesof each of them from all losses, costs, expenses and liabilities resulting fromthe reliance by such Person on each notice purportedly given by or on behalf ofthe Borrower.  All telephonic notices toand other telephonic communications with the Administrative Agent may berecorded by the Administrative Agent, and each of the parties hereto herebyconsents to such recording.

## 10.03       No Waiver; CumulativeRemedies.  No failure by any Lender,the L/C Issuer or the Administrative Agent to exercise, and no delay by anysuch Person in exercising, any right, remedy, power or privilege hereunder orany other Loan Document shall operate as a waiver thereof; nor shall any singleor partial exercise of any right, remedy, power or privilege hereunder precludeany other or further exercise thereof or the exercise of any other right,remedy, power or privilege.  The rights,remedies, powers and privileges herein provided, and provided under each otherLoan Document, are cumulative and not exclusive of any rights, remedies, powersand privileges provided by law.

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## 10.04       Expenses; Indemnity;Damage Waiver; No Liability of the L/C Issuer.  (a)  Costsand Expenses.  The Borrower agrees topay on demand (i) all costs and expenses of each Agent and its Affiliatesin connection with the preparation, execution, delivery, administration,modification and amendment of, or any consent or waiver under, the LoanDocuments (whether or not the transactions contemplated hereby or thereby shallbe consummated) (including, without limitation, (A) all due diligence,collateral review, arrangement, syndication, transportation, computer,duplication, appraisal, audit, insurance, consultant, search, filing andrecording fees and expenses and (B) the reasonable fees and expenses ofoutside counsel for each Agent with respect thereto, with respect to advisingsuch Agent as to its rights and responsibilities and ongoing administration ofthe Loan Documents, or the perfection, protection, interpretation orpreservation of rights or interests, under the Loan Documents, with respect tonegotiations with any Loan Party or with other creditors of any Loan Party orany of its Subsidiaries and with respect to presenting claims in or otherwiseparticipating in or monitoring any bankruptcy, insolvency or other similarproceeding involving creditors’ rights generally and any proceeding ancillarythereto), (ii) all costs and expenses incurred by each L/C Issuer inconnection with the issuance, amendment, renewal or extension of any Letter ofCredit or any demand for payment thereunder and (iii) all costs andexpenses of each Agent, each L/C Issuer and each Lender in connection with theenforcement or protection of its rights in connection with the Loan Documents,whether in any action, suit or litigation, or any bankruptcy, insolvency orother similar proceeding affecting creditors’ rights generally and all costsand expenses of each Agent and its Affiliates with respect to any negotiationsarising out of any Default (including, without limitation, the fees expenses ofoutside counsel for each Agent, the L/C Issuer and each Lender with respectthereto); provided that the Borrower shall not be required to reimburse thelegal fees and expenses of more than one outside counsel (in addition tospecial counsel and up to one local counsel in each applicable local jurisdiction)for all Persons indemnified under this Section 10.04(a) (which shall beselected by the Administrative Agent) unless, in the reasonable opinion of theAdministrative Agent, representation of all such indemnified persons would beinappropriate due to the existence of an actual or potential conflict ofinterest.  The Borrower further agrees topay any stamp or other taxes that may be payable in connection with theexecution or delivery of any Loan Document.

(b)          Indemnification bythe Borrower.  The Borrower shallindemnify the Administrative Agent (and any sub-agent thereof), each Agent,each Lender and each L/C Issuer, and each Related Party of any of the foregoingPersons (each such Person being called an “***Indemnitee***”) against, and hold each Indemniteeharmless from, any and all actual losses (other than lost profit), claims,damages, liabilities and related expenses (including the reasonable fees,charges and disbursements of any outside counsel for any Indemnitee), incurredby any Indemnitee or asserted against any Indemnitee by any third party or bythe Borrower or any other Loan Party arising out of, in connection with, or asa result of (i) the execution or delivery of (A) the commitment papersrelated to financing the Transaction, (B) this Agreement, (C) any other LoanDocument or (D) any agreement or instrument contemplated hereby or thereby, theperformance by the parties hereto of their respective obligations hereunder orthereunder or the consummation of the transactions contemplated hereby orthereby and the contemplated use of the proceeds of Credit Extensionshereunder, (ii) any Loan or Letter of Credit or the use or proposed use ofthe proceeds therefrom (including any refusal by the L/C Issuer to honor ademand for payment under a Letter of Credit if the documents presented inconnection with such demand do not strictly comply with the terms of suchLetter of Credit), (iii) any actual or alleged presence or release ofHazardous Materials on or from any property owned or operated by the Borroweror any of its Subsidiaries, or any Environmental Liability related in any wayto the Borrower or any of its Subsidiaries, or (iv) any actual orprospective claim, litigation, investigation or proceeding relating to any ofthe foregoing, whether based on contract, tort or any other theory, whetherbrought by a third party or by the Borrower or any other Loan Party or any ofthe Borrower’s or such Loan Party’s directors, shareholders or creditors, andregardless of whether any Indemnitee is a party thereto and whether or not anyof the transactions contemplated hereunder or under any of the other LoanDocuments is consummated, in all 

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cases, whether or not caused by or arising,in whole or in part, out of the comparative, contributory or sole negligence ofthe Indemnitee; provided that such indemnity shall not, asto any Indemnitee, be available to the extent that such losses, claims,damages, liabilities or related expenses are determined by a court of competentjurisdiction by final judgment to have resulted from the gross negligence orwillful misconduct of such Indemnitee (or any of its Subsidiaries or theirrespective officers, directors, employees or controlling persons).

### (c)           Waiver ofConsequential Damages, Etc.  To thefullest extent permitted by applicable law, the Borrower shall not assert, andhereby waives, any claim against any Indemnitee, on any theory of liability,for special, indirect, consequential or punitive damages (as opposed to director actual damages) arising out of, in connection with, or as a result of, thisAgreement, any other Loan Document or any agreement or instrument contemplatedhereby, the transactions contemplated hereby or thereby, any Loan or Letter ofCredit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liablefor any damages arising from the use by unintended recipients of anyinformation or other materials distributed by it through telecommunications,electronic or other information transmission systems in connection with thisAgreement or the other Loan Documents or the transactions contemplated herebyor thereby.

### (d)           No Liability of theL/C Issuer.  As against the L/CIssuer, the Agents and the Lenders, the Borrower assumes all risks of the actsor omissions of any beneficiary or transferee of any Letter of Credit withrespect to its use of such Letter of Credit. Neither the L/C Issuer nor any of its officers or directors shall beliable or responsible for:  (i) theuse that may be made of any Letter of Credit or any acts or omissions of anybeneficiary or transferee in connection therewith; (ii) the validity,sufficiency or genuineness of documents, or of any endorsement thereon, even ifsuch documents should prove to be in any or all respects invalid, insufficient,fraudulent or forged; (iii) payment by the L/C Issuer against presentationof documents that do not comply with the terms of a Letter of Credit, includingfailure of any documents to bear any reference or adequate reference to theLetter of Credit; or (iv) any other circumstances whatsoever in making orfailing to make payment under any Letter of Credit, except that the Borrowershall have a claim against the L/C Issuer, and the L/C Issuer shall be liableto the Borrower, to the extent of any direct, but not consequential, damagessuffered by the Borrower that the Borrower proves were caused by (A) the L/CIssuer’s willful misconduct or gross negligence as determined in a finaljudgment by a court of competent jurisdiction or (B) the L/C Issuer’s grosslynegligent or willful failure to make lawful payment under a Letter of Creditafter the presentation to it of a draft and certificates strictly complyingwith the terms and conditions of the Letter of Credit.  In furtherance and not in limitation of theforegoing, the L/C Issuer may accept documents that appear on their face to bein order, without responsibility for further investigation, regardless of anynotice or information to the contrary.

### (e)           If any Loan Party failsto pay when due any costs, expenses or other amounts payable by it under anyLoan Document, including, without limitation, fees and expenses of counsel andindemnities, such amount may be paid on behalf of such Loan Party by theAdministrative Agent or any Lender, in its sole discretion.

### (f)            Payments.  All amounts due under this Section 10.04shall be payable not later than ten Business Days after demand therefor.

### (g)           Survival.  The agreements in this Section 10.04shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacementof any Lender, the termination of the Aggregate Commitments and the repayment,satisfaction or discharge of all the other Obligations.

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## 10.05       Payments Set Aside.  To the extent that any payment by or onbehalf of the Borrower is made to the Administrative Agent, the L/C Issuer orany Lender, or the Administrative Agent, the L/C Issuer or any Lender exercisesits right of setoff, and such payment or the proceeds of such setoff or anypart thereof is subsequently invalidated, declared to be fraudulent orpreferential, set aside or required (including pursuant to any settlemententered into by the Administrative Agent, the L/C Issuer or such Lender in itsdiscretion) to be repaid to a trustee, receiver or any other party, inconnection with any proceeding under any Debtor Relief Law or otherwise, then(a) to the extent of such recovery, the obligation or part thereof originallyintended to be satisfied shall be revived and continued in full force andeffect 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 theAdministrative Agent upon demand its applicable share (without duplication) ofany amount so recovered from or repaid by the Administrative Agent, plus interestthereon from the date of such demand to the date such payment is made at a rateper annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/CIssuer under clause (b) of the preceding sentence shall survive thepayment in full of the Obligations and the termination of this Agreement.

## 10.06       Successors and Assigns.

### (a)           Whenever in thisAgreement any of the parties hereto is referred to, such reference shall bedeemed to include the permitted successors and assigns of such party; and allcovenants, promises and agreements by or on behalf of Holdings, the Borrower,the Administrative Agent, the Collateral Agent, the L/C Issuer or the Lendersthat are contained in this Agreement shall bind and inure to the benefit oftheir respective successors and assigns.

### (b)           Each Lender may assignto one or more assignees all or a portion of its interests, rights andobligations under this Agreement (including all or a portion of its Commitmentand the Loans at the time owing to it); provided, however, that(i) such assignment must be consented to by the Administrative Agent andthe Borrower (which consent, in either case, may not be unreasonably withheldor delayed), provided that the consent of the Borrower shall not berequired if an Event of Default under Section 8.01(a) or (f) hasoccurred and is continuing, (ii) in the case of any assignments of Term Loans,the Borrower shall have been given notice by the Administrative Agent (providedthat failure to give such notice shall not invalidate such assignment asbetween the assignor and the assignee), (iii) in the case of anyassignment of a Revolving Credit Commitment and/or Outstanding Amounts underthe Revolving Credit Facility, each of the L/C Issuer, the Swing Line Lenderand the Borrower must give its prior written consent to such assignment (whichconsent shall not be unreasonably withheld or delayed); provided thatthe consent of the Borrower shall not be required to any such assignment (A)during the continuance of any Event of Default, (B) by Credit Suisse in itscapacity as the initial Lender hereunder in connection with the initialsyndication of the Facility (which shall be done in consultation with theBorrower) during the first 90 days after the earlier of (1) the date of thethird Term Borrowing (or the first or second Term Borrowing, if the entireamount of the Term Facility is drawn as a part of such Borrowing) and (2) thedate on which the Term Commitments are terminated, or (C) to a Lender or anAffiliate of a Lender or an Approved Fund, (iv) the amount of theCommitment of the assigning Lender subject to each such assignment (determinedas of the date the Assignment and Assumption with respect to such assignment isdelivered to the Administrative Agent) shall not be less than $1,000,000 (or,if less, the entire remaining amount of such Lender’s Commitment) and shall bein an amount that is an integral multiple of $1,000,000 (or the entireremaining amount of such Lender’s Commitment), provided, however,that concurrent assignments to members of an Assignee Group and concurrentassignments from members of an Assignee Group to a single assignee (or to anassignee and members of its Assignee Group) will be treated as a singleassignment for purposes of determining whether such minimum amount has beenmet, (v) the parties to each assignment shall execute and deliver to theAdministrative Agent an Assignment and Assumption via an electronic settlementsystem acceptable to the Administrative Agent 

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### (or, if previouslyagreed with the Administrative Agent, manually), and shall pay to theAdministrative Agent a processing and recordation fee of $3,500 (which fee maybe waived or reduced in the sole discretion of the Administrative Agent),(vi) the assignee, if it shall not be a Lender immediately prior to theassignment, shall deliver to the Administrative Agent an AdministrativeQuestionnaire and the applicable tax forms, (vii) the assignee shall not be theBorrower or an Affiliate or Subsidiary of the Borrower.  Upon acceptance and recording pursuant to subsection (e)of this Section 10.06, from and after the effective date specifiedin each Assignment and Assumption, (A) the assignee thereunder shall be a partyhereto and, to the extent of the interest assigned by such Assignment andAssumption, have the rights and obligations of a Lender under this Agreementand (B) the assigning Lender thereunder shall, to the extent of theinterest assigned by such Assignment and Assumption, be released from itsobligations under this Agreement (and, in the case of an Assignment andAssumption covering all or the remaining portion of an assigning Lender’srights and obligations under this Agreement, such Lender shall cease to be aparty hereto but shall continue to be entitled to the benefits of Sections 3.01,3.04 and 10.04, as well as to any Fees accrued for its accountand not yet paid).  Notwithstanding anyother provision of this Agreement, if at any time that no Event of Default hasoccurred and is continuing, a Lender proposes to assign all or any portion ofits rights hereunder to any Person that is not a Lender, an Affiliate of aLender or an Approved Fund and is not a commercial bank, finance company,insurance company, financial institution, or other entity that is or will beengaged in making, purchasing, holding or otherwise investing in bank loans andsimilar extensions of credit in the ordinary course of its business (a “***Non-Financial Entity***”),then such Lender shall notify the Administrative Agent in writing that suchproposed assignee is a Non-Financial Entity. Prior to granting its approval to such proposed assignment, theAdministrative Agent shall notify the Borrower in writing of the identity ofsuch Non-Financial Entity.  No assignmentshall be made to any Non-Financial Entity that is designated on a good faithbasis by the Borrower, within three Business Days after receipt by the Borrowerof notification from the Administrative Agent pursuant to the immediatelypreceding sentence, as a direct or indirect competitor of the Borrower or anySubsidiary of the Borrower.  TheAdministrative Agent shall in no event be liable for the failure of a Lender tonotify the Administrative Agent that any proposed assignee is a Non-FinancialEntity.  The Administrative Agent shallin no event be liable for the failure to notify the Borrower of an assignmentof a Term Loan pursuant to clause (ii) hereof and failure by the AdministrativeAgent to provide such notice shall in no way affect the validity oreffectiveness of such assignment.

### (c)           By executing anddelivering an Assignment and Assumption, the assigning Lender thereunder andthe assignee thereunder shall be deemed to confirm to and agree with each otherand the other parties hereto as follows:  (i) such assigningLender warrants that it is the legal and beneficial owner of the interest beingassigned thereby free and clear of any adverse claim and that its TermCommitment and Revolving Credit Commitment, and the outstanding balances of itsTerm Loans and Revolving Loans (and L/C Obligations, if any), in each casewithout giving effect to assignments thereof which have not become effective,are as set forth in such Assignment and Assumption; (ii) except as setforth in (i) above, such assigning Lender makes no representation orwarranty and assumes no responsibility with respect to any statements,warranties or representations made in or in connection with this Agreement, orthe execution, legality, validity, enforceability, genuineness, sufficiency orvalue of this Agreement, any other Loan Document or any other instrument ordocument furnished pursuant hereto, or the financial condition of any LoanParty or the performance or observance by any Loan Party of any of itsobligations under this Agreement, any other Loan Document or any otherinstrument or document furnished pursuant hereto; (iii) such assigneerepresents and warrants that it is legally authorized to enter into suchAssignment and Assumption; (iv) such assignee confirms that it hasreceived a copy of this Agreement, together with copies of the most recentfinancial statements referred to in Section 5.05 or deliveredpursuant to Section 6.01 and such other documents and informationas it has deemed appropriate to make its own credit analysis and decision toenter into such Assignment and Assumption; (v) such assignee willindependently and without reliance upon the Administrative Agent, theCollateral Agent, the Arranger, such assigning Lender or any other Lender andbased on such 

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### documents andinformation as it shall deem appropriate at the time, continue to make its owncredit decisions in taking or not taking action under this Agreement;(vi) such assignee appoints and authorizes the Administrative Agent andthe Collateral Agent to take such action as agent on its behalf and to exercisesuch powers under this Agreement as are delegated to the Administrative Agentand the Collateral Agent, respectively, by the terms hereof, together with suchpowers as are reasonably incidental thereto; and (vii) such assignee agreesthat it will perform in accordance with their terms all the obligations whichby the terms of this Agreement are required to be performed by it as a Lender.

### (d)           The AdministrativeAgent, acting for this purpose as an agent of the Borrower, shall maintain atone of its offices in The City of New York a copy of each Assignment andAssumption delivered to it and a register for the recordation of the names andaddresses of the Lenders, and the Commitment of, and principal amount of theLoans owing to, each Lender pursuant to the terms hereof from time to time (the“***Register***”).  The entries in the Register shall beconclusive, absent manifest error, and the Borrower, the Administrative Agent,the L/C Issuer, the Collateral Agent and the Lenders may treat each personwhose name is recorded in the Register pursuant to the terms hereof as a Lenderhereunder for all purposes of this Agreement, notwithstanding notice to thecontrary.  The Register shall beavailable for inspection by the Borrower, the L/C Issuer and the CollateralAgent, at any reasonable time and from time to time upon reasonable priornotice.

### (e)           Upon its receipt of aduly completed Assignment and Assumption executed by an assigning Lender and anassignee, an Administrative Questionnaire and applicable tax forms completed inrespect of the assignee (unless the assignee shall already be a Lenderhereunder) and the written consent of the Swing Line Lender, the L/C Issuer,the Borrower (to the extent required) and the Administrative Agent to suchassignment, the Administrative Agent shall promptly (i) accept suchAssignment and Assumption, (ii) record the information contained therein in theRegister and (iii) give notice thereof to the L/C Issuer and the SwingLine Lender.  No assignment shall beeffective unless it has been recorded in the Register as provided in this subsection (e).

### (f)            Each Lender maywithout the consent of the Borrower, the Swing Line Lender, the L/C Issuer orthe Administrative Agent sell participations to one or more banks or other entitiesin all or a portion of its rights and obligations under this Agreement(including all or a portion of its Commitment and the Loans); provided, however,that (i) such Lender’s obligations under this Agreement shall remainunchanged, (ii) such Lender shall remain solely responsible to the otherparties hereto for the performance of such obligations, (iii) theparticipating banks or other entities shall be entitled to the benefit of thecost protection provisions contained in Sections 3.01 and 3.05to the same extent as if they were Lenders (but, with respect to any particularparticipant, to no greater extent than the Lender that sold the participationto such participant) and (iv) the Borrower, the Administrative Agent, theL/C Issuer and the Lenders shall continue to deal solely and directly with suchLender in connection with such Lender’s rights and obligations under thisAgreement, and such Lender shall retain the sole right to enforce theobligations of the Borrower relating to the Loans or L/C Disbursements and toapprove any amendment, modification or waiver of any provision of thisAgreement (other than amendments, modifications or waivers decreasing any feespayable hereunder or the amount of principal of or the rate at which interestis payable on the Loans, extending any scheduled principal payment date or datefixed for the payment of interest on the Loans, increasing or extending theCommitments or releasing any Guarantor or all or any substantial part of theCollateral).

### (g)           Any Lender or participantmay, in connection with any assignment or participation or proposed assignmentor participation pursuant to this Section 10.06, disclose to theassignee or participant or proposed assignee or participant any informationrelating to the Borrower furnished to such Lender by or on behalf of theBorrower; provided that, prior to any such disclosure of informationdesignated by the Borrower as confidential, each such assignee or participantor proposed 

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### assignee orparticipant shall execute an agreement whereby such assignee or participantshall agree (subject to customary exceptions) to preserve the confidentialityof such confidential information on terms no less restrictive than thoseapplicable to the Lenders pursuant to Section 10.07.

### (h)           Any Lender may at anytime, without the consent of or notice to any Person, assign all or any portionof its rights under this Agreement to secure extensions of credit to suchLender or in support of obligations owed by such Lender; provided thatno such assignment shall release a Lender from any of its obligations hereunderor substitute any such assignee for such Lender as a party hereto.

### (i)            Notwithstandinganything to the contrary contained herein, any Lender (a “***Granting Lender***”) may grant to a specialpurpose funding vehicle (an “***SPC***”),identified as such in writing from time to time by the Granting Lender to theAdministrative Agent and the Borrower, the option to provide to the Borrowerall or any part of any Loan that such Granting Lender would otherwise beobligated to make to the Borrower pursuant to this Agreement; providedthat (i) nothing herein shall constitute a commitment by any SPC tomake any Loan and (ii) if an SPC elects not to exercise such option orotherwise fails to provide all or any part of such Loan, the Granting Lendershall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereundershall utilize the Commitment of the Granting Lender to the same extent, and asif, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that no SPCshall be liable for any indemnity or similar payment obligation under thisAgreement (all liability for which shall remain with the Granting Lender).  In furtherance of the foregoing, each partyhereto hereby agrees (which agreement shall survive the termination of thisAgreement) that, prior to the date that is one year and one day after thepayment in full of all outstanding commercial paper or other seniorindebtedness of any SPC, it will not institute against, or join any otherperson in instituting against, such SPC any bankruptcy, reorganization,arrangement, insolvency or liquidation proceedings under the laws of the UnitedStates or any State thereof.  Inaddition, notwithstanding anything to the contrary contained in this Section10.06, any SPC may (i) with notice to, but without the prior writtenconsent of, the Borrower and the Administrative Agent and without paying anyprocessing fee therefor, assign all or a portion of its interests in any Loansto the Granting Lender or to any financial institutions (consented to by theBorrower and Administrative Agent) providing liquidity and/or credit support toor for the account of such SPC to support the funding or maintenance of Loansand (ii) disclose on a confidential basis any non-public informationrelating to its Loans to any rating agency, commercial paper dealer or providerof any surety, guarantee or credit or liquidity enhancement to such SPC.

### (j)            Neither Holdings northe Borrower shall assign or delegate any of its rights or duties hereunderwithout the prior written consent of the Administrative Agent, the L/C Issuerand each Lender, and any attempted assignment without such consent shall benull and void.

### (k)           In the event(i) any Lender or L/C Issuer delivers a certificate requestingcompensation pursuant to Section 3.01, (ii) any Lender or theL/C Issuer delivers a notice described in Section 3.02,(iii) the Borrower is required to pay any additional amount to any Lenderor the L/C Issuer or any Governmental Authority on account of any Lender or theL/C Issuer pursuant to Section 3.04 or (iv) any Lender does notconsent to a proposed amendment, modification or waiver of this Agreementrequested by the Borrower which requires the consent of all of the Lenders orall of the Lenders under any Facility to become effective (and which isapproved by at least the Required Lenders), the Borrower may, at its soleexpense and effort (including with respect to the processing and recordationfee referred to in Section 10.06(b)), upon notice to such Lender orthe L/C Issuer and the Administrative Agent, require such Lender or the L/CIssuer to transfer and assign, without recourse (in accordance with and subjectto the restrictions contained in Section 10.06), all of itsinterests, rights and obligations under this Agreement to an assigneereasonably acceptable to the Borrower, such acceptance not to be unreasonably 

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### withheld ordelayed, that shall assume such assigned obligations (which assignee may beanother Lender, if a Lender accepts such assignment); provided that (x)such assignment shall not conflict with any law, rule or regulation or order ofany court or other Governmental Authority having jurisdiction, (y) solelywith respect to replacements of Lenders pursuant to clause (i), (ii) or (iii)of this Section 10.06(k), the Borrower shall have received the priorwritten consent of the Administrative Agent (and, if a Revolving CreditCommitment is being assigned, of the L/C Issuer and the Swing Line Lender),which consent shall not unreasonably be withheld, and (z) the Borrower or suchassignee shall have paid to the affected Lender or the L/C Issuer inimmediately available funds an amount equal to the sum of the principal of andinterest accrued to the date of such payment on the outstanding Loans or L/CDisbursements of such Lender or the L/C Issuer, respectively, plus all Fees andother amounts accrued for the account of such Lender or the L/C Issuerhereunder (including any amounts under Section 3.01 and Section 3.04);provided further that, if prior to any suchtransfer and assignment, the circumstances or event that resulted in suchLender’s or the L/C Issuer’s claim for compensation under Section 3.01or notice under Section 3.02 or the amounts paid pursuant to Section 3.04,as the case may be, cease to cause such Lender or the L/C Issuer to sufferincreased costs or reductions in amounts received or receivable or reduction inreturn on capital, or cease to have the consequences specified in Section 3.02,or cease to result in amounts being payable under Section 3.04, asthe case may be (including as a result of any action taken by such Lender orthe L/C Issuer pursuant to Section 3.06), or if such Lender or the L/CIssuer shall waive its right to claim further compensation under Section 3.01in respect of such circumstances or event or shall withdraw its notice under Section 3.02or shall waive its right to further payments under Section 3.04 inrespect of such circumstances or event, as the case may be, then such Lender orthe L/C Issuer shall not thereafter be required to make any such transfer andassignment hereunder.  In connection withany such replacement, if the replaced Lender does not execute and deliver tothe Administrative Agent a duly completed Assignment and Assumption reflectingsuch replacement within five Business Days of the date on which the replacementLender executes and delivers such Assignment and Assumption to the replacedLender, then such replaced Lender shall be deemed to have executed anddelivered such Assignment and Assumption. This Section 10.06(k) shall supersede any provision of Section2.13 to the contrary.

## 10.07       Treatment of CertainInformation; Confidentiality..  Eachof the Administrative Agent, the Lenders and the L/C Issuer agrees to maintainthe confidentiality of the Information, except that Information may bedisclosed (a) to its Affiliates and to its Affiliates’ respectivepartners, directors, officers, employees, agents, advisors, trustees andrepresentatives (it being understood that the Persons to whom such disclosureis made will be informed of the confidential nature of such Information andinstructed to keep such Information confidential); (b) to the extentrequested by any regulatory authority purporting to have jurisdiction over it;(c) to the extent  required byapplicable Laws or regulations or by any subpoena or similar legal process (inwhich case such Person agrees, to the extent permitted by applicable law orsuch compulsory legal process, to use commercially reasonable efforts to informthe Borrower thereof prior to such disclosure); (d) to any other party to thisAgreement; (e) in connection with the exercise of any remedies hereunder or anysuit, action or proceeding relating to this Agreement or the enforcement ofrights hereunder; (f) subject to an agreement containing provisionssubstantially the same as those of this Section 10.07, to (i) anypermitted assignee of or participant in, or any prospective permitted assigneeof or participant in, any of its rights or obligations under this Agreement or(ii) any direct or indirect contractual counterparty or prospectivecounterparty (or such contractual counterparty’s or prospective counterparty’sprofessional advisor) to any credit derivative transaction relating toobligations of the Loan Parties; (g) with the consent of the Borrower;(h) to the extent such Information (i) is or becomes publiclyavailable other than as a result of a breach of this Section 10.07 or(ii) is or becomes available to the Administrative Agent, any Lender, theL/C Issuer or any of their respective Affiliates on a nonconfidential basisfrom a source other than the Borrower; (i) to any state, Federal or foreignauthority or examiner (including the National Association of InsuranceCommissioners or any other similar organization) regulating any Lender; or (j)(i) an investor or prospective investor in 

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## securitiesissued by an Approved Fund of any Lender that also agrees that Informationshall be used solely for the purpose of evaluating an investment in suchsecurities issued by an Approved Fund of any Lender, (ii) to a trustee,collateral manager, servicer, backup servicer, noteholder or secured party insecurities issued by an Approved Fund of any Lender in connection with theadministration, servicing and reporting on the assets serving as collateral forsecurities issued by such Approved Fund, or (iii) to a nationally recognizedrating agency that requires access to information regarding the Loan Parties,the Loans and the Loan Documents in connection with ratings issued in respectof securities issued by an Approved Fund of any Lender (it being understoodthat, prior to any such disclosure, such parties shall undertake to preservethe confidentiality of any Information relating to the Loan Parties, the Loansand the Loan Documents received by it from such Lender).  In addition, the Administrative Agent, theL/C Issuer and the Lenders may disclose the existence of this Agreement and nonconfidentialinformation about this Agreement to market data collectors, similar serviceproviders to the lending industry, and service providers to the Agents and theLenders in connection with the administration and management of this Agreement,the other Loan Documents, the Commitments, and the Credit Extensions.  For the purposes of this Section 10.07,“***Information***”means all information received from any Loan Party relating to any Loan Partyor its business, other than any such information that is available to theAdministrative Agent, the L/C Issuer or any Lender on a nonconfidential basisprior to disclosure by any Loan Party. Any Person required to maintain the confidentiality of Information asprovided in this Section 10.07 shall be considered to have complied withits obligation to do so if such Person has exercised the same degree of care tomaintain the confidentiality of such Information as such Person would accord toits own confidential information.  TheBorrower shall have the right to approve any public advertisement or other publicnotice issued or placed by the Agents with respect to the Loan Documents andthe transactions thereunder, which approval shall not be unreasonablywithheld.  Notwithstanding anythingherein to the contrary, any party to this Agreement (and any employee,representative or other agent of such party) may disclose to any and allpersons, without limitation of any kind, the tax treatment and tax structure ofthe transactions contemplated by this Agreement and all materials of any kind(including opinions or other tax analyses) that are provided to it relating tosuch tax treatment and tax structure, except that (a) tax treatment and taxstructure shall not include the identity of any existing or future party (orany affiliate of such party) to this Agreement, and (b) no party shall discloseany information relating to such tax treatment and tax structure to the extentnondisclosure is reasonably necessary in order to comply with applicablesecurities laws.  For this purpose, thetax treatment of the transactions contemplated by this Agreement is thepurported or claimed U.S. federal income tax treatment of such transactions andthe tax structure of such transactions is any fact that may be relevant tounderstanding the purported or claimed U.S. federal income tax treatment ofsuch transactions.  Anything containedherein to the contrary notwithstanding, if the Borrower shall have given noticeto the Administrative Agent (whether before or after the Closing Date) that anyPerson is unacceptable to the Borrower as a Lender, the Administrative Agentshall be permitted to disclose the identity of any such Person so designated bythe Borrower to any Person.

## 10.08       Right of Setoff.  Upon(a) the occurrence and during the continuance of an Event of Default underSection 8.01(a), (b) an exercise or remedies under Section 8.02(b)or (c) amounts becoming due and payable pursuant to the proviso to Section 8.02,each Lender, the L/C Issuer and each of their respective Affiliates is herebyauthorized at any time and from time to time, to the fullest extent permittedby applicable law, to set off and apply any and all deposits (general orspecial, time or demand, provisional or final, in whatever currency) at anytime held (other than deposits in accounts that have been specificallydesignated to such Lender as payroll accounts or trust accounts and that meetthe requirements for payroll accounts or trust accounts, as the case may be,set forth in Section 6.17(b)) and other obligations (in whatevercurrency) at any time owing by such Lender, the L/C Issuer or any suchAffiliate to or for the credit or the account of the Borrower or any other LoanParty against any and all of the obligations of the Borrower or such Loan Partynow or hereafter existing under this Agreement or any other Loan Document tosuch Lender or the L/C Issuer, irrespective of whether or not such Lender orthe 

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## L/C Issuershall have made any demand under this Agreement or any other Loan Document andalthough such obligations of the Borrower or such Loan Party may be contingentor unmatured or are owed to a branch or office of such Lender or the L/C Issuerdifferent from the branch or office holding such deposit or obligated on suchindebtedness.  The rights of each Lender,the L/C Issuer and their respective Affiliates under this Section 10.08are 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 tonotify the Borrower and the Administrative Agent promptly after any such setoffand application, provided that the failure to give such notice shall notaffect the validity of such setoff and application.

## 10.09       Interest Rate Limitation.  Notwithstanding anything to the contrary containedin any Loan Document, the interest paid or agreed to be paid under the LoanDocuments shall not exceed the maximum rate of non-usurious interest permittedby applicable Law (the “***MaximumRate***”).  If any Agent orany 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 itexceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contractedfor, charged, or received by an Agent or a Lender exceeds the Maximum Rate,such Person may, to the extent permitted by applicable Law, (a) characterizeany payment that is not principal as an expense, fee, or premium rather thaninterest, (b) exclude voluntary prepayments and the effects thereof, and (c)amortize, prorate, allocate, and spread in equal or unequal parts the totalamount of interest throughout the contemplated term of the Obligationshereunder.

## 10.10       Release of Collateral.  Upon the sale, lease, transfer or otherdisposition of any item of Collateral of any Loan Party (including, withoutlimitation, as a result of the sale, in accordance with the terms of the LoanDocuments, of a Subsidiary Guarantor that owns such Collateral but excludingDispositions among Loan Parties) in accordance with the terms of the LoanDocuments, the security interest created in such item of Collateral under theCollateral Documents shall be automatically released and the Collateral Agentwill, at the Borrower’s expense, execute and deliver to such Loan Party suchdocuments as such Loan Party may reasonably request to evidence the release ofsuch item of Collateral from the assignment and security interest granted underthe Collateral Documents in accordance with the terms of the Loan Documents and,if applicable, the release of such Subsidiary Guarantor from its obligationsunder the Subsidiary Guaranty.  Upon thepayment in full of all Obligations (including all obligations under any SecuredHedge Agreements and, in the case of any outstanding Letters of Credit, paymentto the Administrative Agent for the account of the L/C Issuer of amountssufficient to fully Cash Collateralize the aggregate undrawn amounts thereof,but excluding for this purpose any Unaccrued Indemnity Claims) after the laterof the Maturity Date for the Revolving Credit Facility and the Term Facilityand the termination of all of the Commitments, the Agents shall take suchaction as may be reasonably required by the Borrower, at the expense of theBorrower, to release the Liens created by the Loan Documents.

## 10.11       Counterparts;Integration; Effectiveness.  ThisAgreement may be executed in counterparts (and by different parties hereto indifferent counterparts), each of which shall constitute an original, but all ofwhich when taken together shall constitute a single contract.  This Agreement and the other Loan Documents,together with the last two sentences of paragraph 9, the fourth throughninth sentences of paragraph 11, and each of paragraphs 5, 6, 10, 12,13, 14, 15 and 17, in each case, of the letter agreement dated December11, 2006 between the Sponsor and Credit Suisse (as may be  amended from time to time, the “***Commitment Letter***”),constitute the entire contract among the parties relating to the subject matterhereof and supersede any and all previous agreements and understandings, oralor written, relating to the subject matter hereof.  The Borrower agrees that it will execute anddeliver such amendments to the Loan Documents as shall be necessary to giveeffect to the provisions of the Fee Letter and such surviving paragraphs of theCommitment Letter.  Except as provided inSection 4.01, this 

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## Agreementshall become effective when it shall have been executed by the AdministrativeAgent and when the Administrative Agent shall have received counterparts hereofthat, when taken together, bear the signatures of each of the other partieshereto.  Delivery of an executedcounterpart of a signature page of this Agreement by telecopy or PDF (orsimilar file) by electronic mail shall be effective as delivery of a manuallyexecuted counterpart of this Agreement.

## 10.12       Survival ofRepresentations and Warranties.  Allrepresentations and warranties made hereunder and in any other Loan Document orother document delivered pursuant hereto or thereto or in connection herewithor therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have beenor will be relied upon by each Agent and each Lender, regardless of anyinvestigation made by any Agent or any Lender or on their behalf andnotwithstanding that any Agent or any Lender may have had notice or knowledgeof any Default at the time of any Credit Extension, and shall continue in fullforce and effect as long as any Loan or any other Obligation hereunder shallremain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

## 10.13       Severability.  If any provision of this Agreement or theother Loan Documents is held to be illegal, invalid or unenforceable, (a) thelegality, validity and enforceability of the remaining provisions of thisAgreement and the other Loan Documents shall not be affected or impairedthereby and (b) the parties shall endeavor in good faith negotiations toreplace the illegal, invalid or unenforceable provisions with valid provisionsthe economic effect of which comes as close as possible to that of the illegal,invalid or unenforceable provisions.  Theinvalidity of a provision in a particular jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction.

## 10.14       USA PATRIOT Act Notice.  Each Lender and the Administrative Agent (foritself and not on behalf of any Lender) hereby notifies the Borrower thatpursuant to the requirements of the USA Patriot Act (Title III of Pub. L.107-56 (signed into law October 26, 2001)) (the “***Patriot Act***”), it is required to obtain,verify and record information that identifies the Borrower, which informationincludes the name and address of the Borrower and other information that willallow such Lender or the Administrative Agent, as applicable, to identify theBorrower in accordance with the Patriot Act.

## 10.15       Governing Law;Jurisdiction; Etc.

### (a)           GOVERNING LAW.  THIS AGREEMENT AND EACH OTHER LOAN DOCUMENTSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OFNEW YORK.

### (b)           SUBMISSION TOJURISDICTION.  **THE BORROWERAND EACH OTHER LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FORITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATECOURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORKCITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTSTO WHICH IT IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, ANDEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THATALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD ANDDETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTEDBY LAW, IN SUCH FEDERAL COURT.  EACH OFTHE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION ORPROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BYSUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN**

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### **THISAGREEMENT SHALL AFFECT ANY RIGHT THAT THE AGENTS, ANY LENDER OR THE L/C ISSUERMAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENTOR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY JURISDICTION.**

### (c)           WAIVER OF VENUE.  **THE BORROWER AND EACHOTHER LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLESTEXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW ORHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISINGOUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TOWHICH IT IS A PARTY IN ANY NEW YORK STATE OR FEDERAL COURT.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLYWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENTFORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.**

### (d)           SERVICE OF PROCESS.  **EACH LOANPARTY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FORNOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY AGENT OR ANYLENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.**

## 10.16       WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE AGENTS AND THELENDERS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDINGOR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OFOR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS, THE LETTERS OF CREDIT ORTHE ACTIONS OF ANY AGENT OR ANY LENDER PARTY IN THE NEGOTIATION,ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

## 10.17       ENTIRE AGREEMENT   THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSREPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BYEVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THEPARTIES.  THERE ARE NO UNWRITTEN ORALAGREEMENTS AMONG THE PARTIES.

**[Remainderof Page Intentionally Blank]**

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed by their respectiveofficers thereunto duly authorized, as of the date first above written.
|   | WII MERGER CORPORATION, as Borrower |
|--------|-------------------------------------|
|   |                                |   |
|   |                                |   |
|   | By                                  |   |   |   |
|   |                                | Name: |
|   |                                | Title: |

 

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|        | CREDIT SUISSE,                                |
|--------|-----------------------------------------------|
|   | Cayman Islands Branch,                        |
|   | as Administrative Agent  and Collateral Agent |
|   |                                          |   |   |
|   |                                          |   |   |
|   | By                                            |   |   |   |
|   |                                          | Name: |
|   |                                          | Title: |
|   |                                          |   |
|   |                                          |   |
|   | By                                            |   |   |   |
|   |                                          | Name: |
|   |                                          | Title: |

 

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**Initial Lenders**
|   | CREDIT  SUISSE,                                  |
|--------|--------------------------------------------------|
|   | Cayman Islands Branch, as Lender, L/C Issuer and |
|   | Swing Line Lender                                |
|   |                                             |   |
|   |                                             |   |
|   | By                                               |   |   |   |
|   |                                             | Name: |
|   |                                             | Title: |
|   |                                             |   |
|   |                                             |   |
|   | By                                               |   |   |   |
|   |                                             | Name: |
|   |                                             | Title: |
|        |                                                  |  |  |  |  |  |  |

 

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|   | **[**INSERT NAME OF INITIAL LENDER**]** |
|--------|-----------------------------------------|
|   |                                    |   |
|   |                                    |   |
|   | By                                      |   |   |   |
|   |                                    | Name: |
|   |                                    | Title: |

 

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