Unassociated Document


    
      


       

        
          

        

      

      


    

    SECOND
LIEN CREDIT AGREEMENT


     

    DATED
AS OF JUNE 15, 2007


     

    AMONG

    INTRALINKS,
INC.,

    as
Borrower,


     

    TA
INDIGO HOLDING CORPORATION,

    as
Guarantor,


     

    THE
FINANCIAL INSTITUTIONS LISTED HEREIN,

    as
Lenders,

     

    and


     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

    as
Administrative Agent, Collateral Agent,

    and
Syndication Agent,


     

    and


     

    DEUTSCHE
BANK SECURITIES INC.

    and

    CREDIT
SUISSE SECURITIES (USA) LLC,

    as
Joint Lead Arrangers and Joint Bookrunners

     

    
      
        
          

        

      

    

     

    Cahill
Gordon & Reindel LLP

    80
Pine Street

    New
York, NY  10005

    (212)
701-3000


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    Page

     

    
      
        
          
            
              
                	
                        SECTION
      1.

                      	 
      	
                        DEFINITIONS

                      	
                        1

                      
	
                        1.1

                      	 
      	
                        Certain
      Defined Terms.

                      	
                        1

                      
	
                        1.2

                      	 
      	
                        Accounting
      Terms; Utilization of GAAP for Purposes of Calculations Under Agreement;
      Financial Determinations.

                      	
                        29

                      
	
                        1.3

                      	 
      	
                        Other
      Definitional Provisions and Rules of Construction.

                      	
                        30

                      
	 	 	 	 
	
                        SECTION
      2.

                      	 
      	
                        AMOUNTS
      AND TERMS OF COMMITMENTS AND LOANS

                      	
                        30

                      
	
                        2.1

                      	 
      	
                        Commitments;
      Making of Loans; the Register; Optional Notes.

                      	
                        30

                      
	
                        2.2

                      	 
      	
                        Interest
      on the Loans.

                      	
                        33

                      
	
                        2.3

                      	 
      	
                        Fees.

                      	
                        35

                      
	
                        2.4

                      	 
      	
                        Repayments
      and Prepayments; General Provisions Regarding Payments; Application of
      Proceeds of Collateral and Payments Under Guaranty.

                      	
                        36

                      
	
                        2.5

                      	 
      	
                        Use
      of Proceeds.

                      	
                        40

                      
	
                        2.6

                      	 
      	
                        Special
      Provisions Governing Eurodollar Rate Loans.

                      	
                        40

                      
	
                        2.7

                      	 
      	
                        Increased
      Costs; Taxes; Capital Adequacy.

                      	
                        42

                      
	
                        2.8

                      	 
      	
                        Statement
      of Lenders; Obligation of Lenders to Mitigate.

                      	
                        46

                      
	
                        2.9

                      	 
      	
                        Replacement
      of a Lender.

                      	
                        46

                      
	 	 	 	 
	
                        SECTION
      3.

                      	 
      	
                        [RESERVED]

                      	
                        47

                      
	 	 	 	 
	
                        SECTION
      4.

                      	 
      	
                        CONDITIONS
      TO LOANS

                      	
                        47

                      
	
                        4.1

                      	 
      	
                        Closing
      Date Conditions.

                      	
                        47

                      
	
                        4.2

                      	 
      	
                        Conditions
      to All Loans.

                      	
                        50

                      
	 	 	 	 
	
                        SECTION
      5.

                      	 
      	
                        REPRESENTATIONS
      AND WARRANTIES

                      	
                        51

                      
	
                        5.1

                      	 
      	
                        Organization,
      Powers, Corporate Structure, Qualification, Good Standing, Business and
      Subsidiaries.

                      	
                        51

                      
	
                        5.2

                      	 
      	
                        Authorization
      of Borrowing, Etc.

                      	
                        52

                      
	
                        5.3

                      	 
      	
                        Financial
      Condition.

                      	
                        53

                      
	
                        5.4

                      	 
      	
                        No
      Material Adverse Change.

                      	
                        53

                      
	
                        5.5

                      	 
      	
                        Title
      to Properties; Liens; Real Property; Intellectual
Property.

                      	
                        53

                      
	
                        5.6

                      	 
      	
                        Litigation;
      Adverse Facts.

                      	
                        54

                      
	
                        5.7

                      	 
      	
                        Payment
      of Taxes.

                      	
                        54

                      
	
                        5.8

                      	 
      	
                        Governmental
      Regulation.

                      	
                        54

                      
	
                        5.9

                      	 
      	
                        Securities
      Activities.

                      	
                        55

                      
	
                        5.10

                      	 
      	
                        Employee
      Benefit Plans.

                      	
                        55

                      
	
                        5.11

                      	 
      	
                        Certain
      Fees.

                      	
                        55

                      
	
                        5.12

                      	 
      	
                        Environmental
      Compliance.

                      	
                        56

                      
	
                        5.13

                      	 
      	
                        Employee
      Matters.

                      	
                        56

                      
	
                        5.14

                      	 
      	
                        Solvency.

                      	
                        56

                      
	
                        5.15

                      	 
      	
                        Matters
      Relating to Collateral.

                      	
                        56

                      
	
                        5.16

                      	 
      	
                        Disclosure.

                      	
                        57

                      
	
                        5.17

                      	 
      	
                        Related
      Agreements.

                      	
                        57

                      
	
                        5.18

                      	 
      	
                        Insurance.

                      	
                        57

                      
	
                        5.19

                      	 
      	
                        Use
      of Proceeds.

                      	
                        58

                      


              

            

          

        

      

    

    

      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              	 
      	 
      	 
      	
                      Page

                    
	
                      SECTION
      6.

                    	 
      	
                      COMPANY’S
      AFFIRMATIVE COVENANTS

                    	
                      58

                    
	
                      6.1

                    	 
      	
                      Financial
      Statements and Other Reports.

                    	
                      58

                    
	
                      6.2

                    	 
      	
                      Existence,
      Etc.

                    	
                      61

                    
	
                      6.3

                    	 
      	
                      Payment
      of Taxes and Claims; Tax.

                    	
                      61

                    
	
                      6.4

                    	 
      	
                      Maintenance
      of Properties; Insurance; Application of Net Insurance/Condemnation
      Proceeds.

                    	
                      61

                    
	
                      6.5

                    	 
      	
                      Inspection
      Rights; Lender Meeting.

                    	
                      62

                    
	
                      6.6

                    	 
      	
                      Compliance
      with Laws, Etc.

                    	
                      63

                    
	
                      6.7

                    	 
      	
                      Environmental
      Matters.

                    	
                      63

                    
	
                      6.8

                    	 
      	
                      Execution
      of Guaranty and Personal Property Collateral Documents After the Closing
      Date.

                    	
                      64

                    
	
                      6.9

                    	 
      	
                      Matters
      Relating to Additional Real Property Collateral.

                    	
                      65

                    
	
                      6.10

                    	 
      	
                      Interest
      Rate Protection.

                    	
                      67

                    
	
                      6.11

                    	 
      	
                      Deposit
      Accounts and Securities Accounts.

                    	
                      67

                    
	
                      6.12

                    	 
      	
                      Ratings.

                    	
                      67

                    
	
                      6.13

                    	 
      	
                      Employee
      Benefits.

                    	
                      68

                    
	
                      6.14

                    	 
      	
                      Post-Closing
      Collateral Matters.

                    	
                      68

                    
	 	 	 	 
	
                      SECTION
      7.

                    	 
      	
                      COMPANY’S
      NEGATIVE COVENANTS

                    	
                      68

                    
	
                      7.1

                    	 
      	
                      Indebtedness.

                    	
                      68

                    
	
                      7.2

                    	 
      	
                      Liens
      and Related Matters.

                    	
                      71

                    
	
                      7.3

                    	 
      	
                      Investments;
      Acquisitions.

                    	
                      73

                    
	
                      7.4

                    	 
      	
                      Restricted
      Junior Payments.

                    	
                      74

                    
	
                      7.5

                    	 
      	
                      [Reserved].

                    	
                      76

                    
	
                      7.6

                    	 
      	
                      Restriction
      on Fundamental Changes; Asset Sales.

                    	
                      76

                    
	
                      7.7

                    	 
      	
                      [Reserved].

                    	
                      77

                    
	
                      7.8

                    	 
      	
                      Transactions
      with Shareholders and Affiliates.

                    	
                      78

                    
	
                      7.9

                    	 
      	
                      Conduct
      of Business.

                    	
                      78

                    
	
                      7.10

                    	 
      	
                      Amendments
      or Waivers of Certain Agreements.

                    	
                      78

                    
	
                      7.11

                    	 
      	
                      Fiscal
      Year.

                    	
                      79

                    
	
                      7.12

                    	 
      	
                      Ownership
      of Subsidiaries.

                    	
                      79

                    
	
                      7.13

                    	 
      	
                      Sale
      and Leaseback Transactions.

                    	
                      79

                    
	 	 	 	 
	
                      SECTION
      8.

                    	 
      	
                      EVENTS
      OF DEFAULT

                    	
                      80

                    
	
                      8.1

                    	 
      	
                      Failure
      to Make Payments When Due.

                    	
                      80

                    
	
                      8.2

                    	 
      	
                      Default
      in Other Agreements.

                    	
                      80

                    
	
                      8.3

                    	 
      	
                      Breach
      of Certain Covenants.

                    	
                      80

                    
	
                      8.4

                    	 
      	
                      Breach
      of Warranty.

                    	
                      80

                    
	
                      8.5

                    	 
      	
                      Other
      Defaults Under Loan Documents.

                    	
                      81

                    
	
                      8.6

                    	 
      	
                      Involuntary
      Bankruptcy; Appointment of Receiver, Etc.

                    	
                      81

                    
	
                      8.7

                    	 
      	
                      Voluntary
      Bankruptcy; Appointment of Receiver, Etc.

                    	
                      81

                    
	
                      8.8

                    	 
      	
                      Judgments
      and Attachments.

                    	
                      81

                    
	
                      8.9

                    	 
      	
                      Dissolution.

                    	
                      82

                    
	
                      8.10

                    	 
      	
                      Employee
      Benefit Plans.

                    	
                      82

                    
	
                      8.11

                    	 
      	
                      [Reserved].

                    	
                      82

                    
	
                      8.12

                    	 
      	
                      Invalidity
      of Loan Documents; Failure of Security; Repudiation of
      Obligations.

                    	
                      82

                    


            

          

        

      

    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    
 

    
      
        
          
            	 
      	 
      	 
      	
                    Page

                  
	
                    SECTION
      9.

                  	 
      	
                    ADMINISTRATIVE
      AGENT

                  	
                    82

                  
	
                    9.1

                  	 
      	
                    Appointment.

                  	
                    82

                  
	
                    9.2

                  	 
      	
                    Powers
      and Duties; General Immunity.

                  	
                    84

                  
	
                    9.3

                  	 
      	
                    Independent
      Investigation by Lenders; No Responsibility for Appraisal of
      Creditworthiness.

                  	
                    85

                  
	
                    9.4

                  	 
      	
                    Right
      to Indemnity.

                  	
                    85

                  
	
                    9.5

                  	 
      	
                    Resignation
      of Agents; Successor Administrative Agent and Collateral
      Agent.

                  	
                    86

                  
	
                    9.6

                  	 
      	
                    Collateral
      Documents; Guaranty and Intercreditor Agreement.

                  	
                    86

                  
	
                    9.7

                  	 
      	
                    Duties
      of Other Agents.

                  	
                    87

                  
	
                    9.8

                  	 
      	
                    Administrative
      Agent May File Proofs of Claim.

                  	
                    87

                  
	 	 	 	 
	
                    SECTION
      10.

                  	 
      	
                    MISCELLANEOUS

                  	
                    88

                  
	
                    10.1

                  	 
      	
                    Successors
      and Assigns; Assignments and Participations in Loans.

                  	
                    88

                  
	
                    10.2

                  	 
      	
                    Expenses.

                  	
                    92

                  
	
                    10.3

                  	 
      	
                    Indemnity.

                  	
                    92

                  
	
                    10.4

                  	 
      	
                    Set-Off.

                  	
                    93

                  
	
                    10.5

                  	 
      	
                    Ratable
      Sharing.

                  	
                    94

                  
	
                    10.6

                  	 
      	
                    Amendments
      and Waivers.

                  	
                    94

                  
	
                    10.7

                  	 
      	
                    Independence
      of Covenants.

                  	
                    96

                  
	
                    10.8

                  	 
      	
                    Notices;
      Effectiveness of Signatures.

                  	
                    96

                  
	
                    10.9

                  	 
      	
                    Survival
      of Representations, Warranties and Agreements.

                  	
                    97

                  
	
                    10.10

                  	 
      	
                    Failure
      or Indulgence Not Waiver; Remedies Cumulative.

                  	
                    97

                  
	
                    10.11

                  	 
      	
                    Marshalling;
      Payments Set Aside.

                  	
                    97

                  
	
                    10.12

                  	 
      	
                    Severability.

                  	
                    97

                  
	
                    10.13

                  	 
      	
                    Obligations
      Several; Independent Nature of Lenders’ Rights; Damage
    Waiver.

                  	
                    98

                  
	
                    10.14

                  	 
      	
                    Release
      of Security Interest or Guaranty.

                  	
                    98

                  
	
                    10.15

                  	 
      	
                    Applicable
      Law.

                  	
                    98

                  
	
                    10.16

                  	 
      	
                    Construction
      of Agreement; Nature of Relationship.

                  	
                    99

                  
	
                    10.17

                  	 
      	
                    Consent
      to Jurisdiction and Service of Process.

                  	
                    99

                  
	
                    10.18

                  	 
      	
                    Waiver
      of Jury Trial.

                  	
                    99

                  
	
                    10.19

                  	 
      	
                    Confidentiality.

                  	
                    100

                  
	
                    10.20

                  	 
      	
                    Counterparts;
      Effectiveness.

                  	
                    101

                  
	
                    10.21

                  	 
      	
                    USA
      Patriot Act.

                  	
                    101

                  
	
                    10.22

                  	 
      	
                    Intercreditor
      Agreement.

                  	
                    101

                  


          

        

      

    

     

    EXHIBITS

     

    
      
        	
                I

              	
                FORM
      OF NOTICE OF BORROWING

              
	
                II

              	
                FORM
      OF NOTICE OF CONVERSION/CONTINUATION

              
	
                III

              	
                [RESERVED]

              
	
                IV

              	
                FORM
      OF NOTICE OF PREPAYMENT

              
	
                V-1

              	
                FORM
      OF TRANCHE B TERM NOTE

              
	
                V-2

              	
                FORM
      OF TRANCHE C TERM NOTE

              
	
                VI

              	
                [RESERVED]

              
	
                VII

              	
                [RESERVED]

              


      

    


    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    

     

    
      
        	
                VIII

              	
                FORM
      OF COMPLIANCE CERTIFICATE

              
	
                IX

              	
                FORM
      OF OPINION OF COMPANY COUNSEL

              
	
                X

              	
                FORM
      OF ASSIGNMENT AGREEMENT

              
	
                XI

              	
                FORM
      OF SOLVENCY CERTIFICATE

              
	
                XII

              	
                FORM
      OF SECOND LIEN GUARANTY

              
	
                XIII

              	
                FORM
      OF SECOND LIEN SECURITY AGREEMENT

              
	
                XIV

              	
                FORM
      OF INTERCREDITOR AGREEMENT

              
	
                XV

              	
                FORM
      OF ELECTION NOTICE

              
	
                XVI

              	
                FORM
      OF PREFERRED STOCK CERTIFICATE OF DESIGNATIONS

              
	
                SCHEDULES

              
	
                A

              	
                EXISTING
      INDEBTEDNESS TO BE REPAID

              
	
                B

              	
                TRANSACTION
      COSTS

              
	
                2.1

              	
                LOAN
      COMMITMENTS

              
	
                4.1

              	
                FOREIGN
      COUNSEL

              
	
                5.1

              	
                ORGANIZATIONAL
      CHART; SUBSIDIARIES OF COMPANY

              
	
                5.3

              	
                FINANCIAL
      CONDITION

              
	
                5.5B

              	
                REAL
      PROPERTY

              
	
                5.7A

              	
                PAYMENT
      OF TAXES

              
	
                5.18

              	
                INSURANCE

              
	
                7.1

              	
                CERTAIN
      EXISTING INDEBTEDNESS

              
	
                7.2

              	
                CERTAIN
      EXISTING LIENS

              
	
                7.3

              	
                CERTAIN
      EXISTING INVESTMENTS

              
	
                7.8

              	
                TRANSACTIONS
      WITH AFFILIATES

              


      

    

     

    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    


    INTRALINKS, INC.


     

    SECOND LIEN CREDIT
AGREEMENT

     

    This
SECOND LIEN CREDIT
AGREEMENT is dated as of June 15, 2007 and entered into by and among
INTRALINKS, INC., a
Delaware corporation (prior to the Merger, the “Target” and, after the Merger,
“Company”), TA INDIGO HOLDING CORPORATION, a Delaware
corporation (“Holdings”), each lender from
time to time party hereto (each individually referred to herein as a “Lender” and collectively as
“Lenders”), DEUTSCHE BANK SECURITIES INC.
and CREDIT SUISSE SECURITIES
(USA) LLC, as Joint Lead Arrangers and Joint Bookrunners (the “Arrangers”), DEUTSCHE BANK TRUST COMPANY
AMERICAS (“DB”),
as administrative agent for Lenders (in such capacity, “Administrative Agent”) and as
collateral agent for Lenders (in such capacity, “Collateral Agent”) and as
syndication agent.

     

    RECITALS

     

    WHEREAS, pursuant to and in
connection with the Merger Agreement (with such term and each other capitalized
term used in these recitals having the meaning assigned thereto in
subsection 1.1), on the Closing Date Merger Sub will be merged with and
into the Target with the Target continuing as the surviving corporation of the
Acquisition and a wholly owned subsidiary of Holdings; and

     

    WHEREAS, Lenders have agreed
to extend certain credit facilities to Company, the proceeds of which will be
used, together with the proceeds of loans under the First Lien Credit Agreement,
the Holdings Senior PIK Credit Agreement and the Equity Contributions, to fund
the Acquisition Financing Requirements.

     

    NOW, THEREFORE, in consideration of
the premises and the agreements, provisions and covenants herein contained,
Company, Holdings, Lenders, Administrative Agent and Collateral Agent agree as
follows:

     

    Section
1.              DEFINITIONS

     

    
      	
               
      

            	
              1.1

            	
              Certain Defined
      Terms.

            


    

     

    The
following terms used in this Agreement shall have the following
meanings:

     

    “50% PIK Election has the
meaning assigned to that term in subsection 2.2A(iii)(a).

     

    “100% PIK Election” has the
meaning assigned to that term in subsection 2.2A(iii)(a).

     

    “Acquisition” means the Merger
and the other transactions contemplated by the Merger Agreement to occur
substantially concurrently with the Merger.

     

    “Acquisition Financing
Requirements” means the aggregate of all amounts necessary (i) to
finance the payment of the consideration payable under the Merger Agreement
in respect of Target’s Capital Stock that has been converted into the right to
receive cash pursuant to the Merger Agreement and (ii) to refinance all
Existing Indebtedness to Be Repaid, and (iii) to pay Transaction
Costs.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Administrative Agent” has the
meaning assigned to that term in the introduction to this Agreement and also
means and includes any successor Administrative Agent appointed pursuant to
subsection 9.5.

     

    “Affected Lenders” has the
meaning assigned to that term in subsection 2.6C.

     

    “Affected Loans” has the
meaning assigned to that term in subsection 2.6C.

     

    “Affiliate,” as applied to any
Person, means any other Person directly or indirectly controlling, controlled
by, or under common control with, that Person.  For the purposes of
this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of that Person, whether
through the ownership of voting securities or by contract or
otherwise.

     

    “Affiliated Funds” means Funds
that are administered or managed by (i) a single entity or (ii) an
Affiliate of such entity.

     

    “Agents” means Administrative
Agent and Collateral Agent.

     

    “Aggregate Amounts Due” has the
meaning assigned to that term in subsection 10.5.

     

    “Agreement” means this Second
Lien Credit Agreement dated as of June 15, 2007.

     

    “Approved Fund” means a Fund
that is administered or managed by (i) a Lender, (ii) an Affiliate of
a Lender or (iii) an entity or an Affiliate of an entity that administers
or manages a Lender.

     

    “Arrangers” has the meaning
assigned to that term in the introduction to this Agreement.

     

    “Asset Sale” means the sale by
any Loan Party or any of its Subsidiaries to any Person (other than (x) in the
case of any sale by Company or any Guarantor, a sale to Company or a Guarantor
or (y) in the case of any sale by any Subsidiary that is not a Guarantor, a sale
to another Subsidiary that is not a Guarantor) of (i) any of the stock of
any of Company’s Subsidiaries (including any issuance of stock by such
Subsidiaries) to a Person other than Company or a Guarantor;
(ii) substantially all of the assets of any division or line of business of
Company or any of its Subsidiaries; or (iii) any other assets (whether
tangible or intangible) of Company or any of its Subsidiaries, including by way
of merger or consolidation and including any Sale and Leaseback Transaction
(other than (a) inventory or services sold in the ordinary course of
business, (b) Cash or Cash Equivalents, (c) sales, assignments,
transfers or dispositions of accounts in the ordinary course of business for
purposes of compromise or collection, (d) any other assets to the extent that
the aggregate value of such assets sold in any single transaction or related
series of transactions is equal to $1,800,000 or less, (e) the making of
Investments permitted by subsection 7.3 and (f) sales and other
dispositions of assets permitted by subsection 7.6 (other than clause (iv)
thereof)).

     

    “Assignment Agreement” means an
Assignment and Assumption in substantially the form of Exhibit X annexed
hereto.

     

    “Attributable Indebtedness”
shall mean, when used with respect to any Sale and Leaseback Transaction, as at
the time of determination, the present value (discounted at a rate equivalent to
Company’s then-current weighted average cost of funds for borrowed money as at
the time of determination, compounded on a semi-annual basis) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in any such Sale and Leaseback Transaction.

     


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    “Bankruptcy Code” means
Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.

     

    “Base Rate” means, at any time,
the higher of (i) the Prime Rate or (ii) the rate which is 1/2 of 1%
in excess of the Federal Funds Effective Rate.  Any change in the Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change.  Administrative
Agent will give notice promptly to Company and the Lenders of changes in the
Base Rate; provided that the
failure to give such notice shall not affect the Base Rate in effect after such
change.

     

    “Base Rate Loans” means Loans
bearing interest at rates determined by reference to the Base Rate as provided
in subsection 2.2A.

     

    “Base Rate Margin” means the
margin over the Base Rate used in determining the rate of interest of Base Rate
Loans pursuant to subsection 2.2A.

     

    “Business Day” means
(i) for all purposes other than as covered by clause (ii) below, any
day excluding Saturday, Sunday and any day which is a legal holiday under the
laws of the State of New York or is a day on which banking institutions located
in such state are authorized or required by law or other governmental action to
close, and (ii) with respect to all notices, determinations, fundings and
payments in connection with the Eurodollar Rate or any Eurodollar Rate Loans,
any day that is a Business Day described in clause (i) above and that is
also a day for trading by and between banks in Dollar deposits in the London
interbank market.

     

    “Capital Lease,” as applied to
any Person, means any lease of any property (whether real, personal or mixed) by
that Person as lessee that, in conformity with GAAP, is accounted for as a
capital lease on the balance sheet of that Person.

     

    “Capital Stock” means the
capital stock of or other equity interests in a Person.

     

    “Cash” means money, currency or
a credit balance in a Deposit Account.

     

    “Cash Election” has the meaning
assigned to that term in 2.2A(iii)(a).

     

    “Cash Equivalents” means, as at
any date of determination, (i) marketable securities (a) issued or
directly and unconditionally guaranteed as to interest and principal by the
United States or (b) issued by any agency of the United States the
obligations of which are backed by the full faith and credit of the United
States, in each case maturing within one year after such date;
(ii) marketable direct obligations issued by any state of the United States
of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within one year after such date
and having, at the time of acquisition thereof, the highest rating obtainable
from either Standard & Poor’s Ratings Group (“S&P”) or Moody’s Investors
Service Inc. (“Moody’s”);
(iii) commercial paper maturing no more than one year from the date of
creation thereof and having, at the time of acquisition thereof, a rating of at
least A-1 from S&P or at least P-1 from Moody’s; (iv) time deposits,
certificates of deposit or bankers’ acceptances maturing within one year after
such date and issued or accepted by any Lender or former Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that has capital, surplus and
undivided profits of not less than $100,000,000; (v) shares of any money
market mutual fund that (a) has investment guidelines that require at least
95% of its assets to be invested continuously in the types of investments
referred to in clauses (i) and (ii) above, (b) has net assets of
not less than $500,000,000, and (c) has the highest rating obtainable from
either S&P or Moody’s; and (vi) in the case of any Foreign Subsidiary, short
term investments believed in good faith by Company to be of comparable credit
quality and tenure to those described in clauses (i) through (v)
above.

     

    
      
         


      

      
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    “Certificate of Merger” means
the Certificate of Merger dated as of the Closing Date, in the form delivered to
Administrative Agent as such certificate may be amended from time to time
thereafter to the extent permitted under subsection 7.10.

     

    “CFC” has the meaning assigned
to that term in subsection 6.8B.

     

    “Change in Control”
means:

     

                    (i)prior to the consummation of an IPO,
the Permitted Holders shall cease to beneficially own and control issued and
outstanding shares of capital stock of Holdings constituting a majority of the
voting power of the Capital Stock of Holdings with the power to vote to elect
the members of the Governing Body of Holdings;

     

                    (ii)the occurrence of any “Change in
Control” as defined in the Holdings Senior PIK Credit Agreement;

     

                    (iii)at any time after the consummation of
an IPO, (A) (I) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), excluding the Permitted
Holders, shall become the beneficial owner, directly or indirectly, of Capital
Stock of Holdings with more than thirty-five percent (35%) of the voting power
of all outstanding Capital Stock of Holdings with the power to vote generally on
matters submitted to a vote of the stockholders of Holdings and (II) the
Permitted Holders shall beneficially own and control Capital Stock of Holdings
with a lesser percentage of the voting power of all outstanding Capital Stock of
Holdings or (B) the occurrence of a change in the composition of the
Governing Body of Holdings such that a majority of the members of any such
Governing Body are not Continuing Members; or

     

                    (iv)at any time, all of the capital stock
of Company ceasing to be directly or indirectly owned by Holdings.

     

    As used
herein, the term “beneficially own” or “beneficial ownership” shall have the
meaning assigned to those terms in the Exchange Act and the rules and
regulations promulgated thereunder.

     

    “Change in Control Offer” means
a notice delivered to Administrative Agent (which will promptly furnish such
notice to the Lenders) stating:

     

                    (i)that a Change in Control has occurred
or shall occur and that such Lender has the right to require Company to prepay
all or a portion of such Lender’s Loans at a purchase price in cash equal to
101% of the principal amount thereof, plus accrued and unpaid interest to the
date of prepayment;

     

                    (ii)the circumstances and relevant facts
regarding such Change in Control;

     

                    (iii)the Change in Control prepayment date
(which shall be no earlier than 30 days nor later than 60 days from the date
such notice is delivered) (the “Change in Control Prepayment
Date”);

     

    
      
         


      

      
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                    (iv)that Lenders electing to have any
Loans prepaid pursuant to a Change in Control Offer will be required to notify
Administrative Agent prior to the close of business on the tenth day preceding
the Change in Control Prepayment Date; and

     

                    (v)that Lenders will be entitled to
withdraw their election to require Company to prepay their Loans; provided that
Administrative Agent receives, not later than the close of business on the tenth
day prior to the Change in Control Payment Date, a notice setting forth the name
of the Lender, the principal amount of Loans tendered for prepayment, and a
statement that such Lender is withdrawing its election to have such Loans
prepaid.

     

    “Change in Control Prepayment
Date” has the meaning assigned to that term in the definition of Change
in Control Offer.

     

    “Change in Law” means the
occurrence, after the date of this Agreement, of any of the
following:  (i) the adoption or taking effect of any law, rule,
regulation, treaty or order, (ii) any change in any law, rule, regulation
or treaty or in the administration, interpretation or application thereof by any
Government Authority, (iii) any determination of a court or other
Government Authority having the effect of a change in law, rule, regulation or
treaty or (iv) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Government
Authority.

     

    “Class,” as applied to Lenders,
means each of the following two classes of Lenders:  (i) Lenders
having Tranche B Term Loans and (ii) Lenders having Tranche C Term
Loans.

     

    “Closing Date” means the date
on which the initial Loans are made.

     

    “Collateral” means,
collectively, all of the real, personal and mixed property in which Liens are
purported to be granted pursuant to the Collateral Documents as security for the
Obligations.

     

    “Collateral Agent” means DB, in
its capacity as collateral agent for Secured Parties pursuant to the Collateral
Documents, and also means and includes any successor Collateral Agent appointed
pursuant to subsection 9.5.

     

    “Collateral Documents” means
the Security Agreement, the Foreign Pledge Agreements, the Mortgages, the
Control Agreements and all other instruments or documents delivered by any Loan
Party pursuant to this Agreement or any other agreements or documents from time
to time in order to grant to Collateral Agent, on behalf of Secured Parties, a
Lien on any real, personal or mixed property of that Loan Party as security for
the Obligations.

     

    “Commitment” means the
commitment of a Lender to make a Loan to Company pursuant to subsection 2.1A in
an amount not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.1,
as the same may be adjusted to give effect to any assignment of such Commitment
pursuant to subsection 10.1B, and “Commitments” means such
commitments of all Lenders in the aggregate.  The aggregate amount of
the Commitments on the Closing Date is $65,000,000.

     

    “Communications” has the
meaning assigned to that term in subsection 10.8.

     

    “Company” has the meaning
assigned to that term in the introduction to this Agreement.

     

    “Compliance Certificate” means
a certificate substantially in the form of Exhibit VIII
annexed hereto.

     

    
      
         


      

      
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    “Confidential Information
Memorandum” means the Confidential Information Memorandum dated May 2007
and any supplement thereto relating to the credit facilities evidenced by this
Agreement provided by Company to the Arrangers for distribution to potential
Lenders.

     

    “Consolidated Capital
Expenditures” means, for any period, the sum of the aggregate of all
expenditures (whether paid in cash or other consideration or accrued as a
liability and including that portion of Capital Leases which is capitalized on
the consolidated balance sheet of Company and its Subsidiaries) by Company and
its Subsidiaries during that period that, in conformity with GAAP, are included
in “additions to property, plant or equipment” or comparable items reflected in
the consolidated statement of cash flows of Company and its Subsidiaries, but
excluding:

     

    (a)           capitalized
interest,

     

    (b)           expenditures
that are accounted for as capital expenditures of such Person and that actually
are paid for by a third party (excluding any Loan Party or any of their
Subsidiaries) and for which neither any Loan Party nor any Subsidiary has
provided or is required to provide or incur, directly or indirectly, any
consideration or obligation to such third party or any other Person (whether
before, during or after such period), and

     

    (c)           any
expenditure made (i) with Net Asset Sale Proceeds not required to be applied to
repay Loans, (ii) to restore, replace or rebuild property following any damage,
loss, destruction or condemnation of such property with Net
Insurance/Condemnation Proceeds not required to be applied to repay the Loans,
(iii) to the extent constituting any portion of a Permitted Acquisition or (iv)
to the extent made as part of the Acquisition.

     

    For
purposes of this definition, the purchase price of equipment that is purchased
simultaneously with the trade-in of existing equipment or with insurance
proceeds shall be included in Consolidated Capital Expenditures only to the
extent of the gross amount of such purchase price less the credit granted by the
seller of such equipment for the equipment being traded in at such time or the
amount of such proceeds, as the case may be.

     

    “Consolidated Cash Interest
Expense” means, for any period, Consolidated Interest Expense for such
period, excluding any
interest expense not payable in Cash (including amortization of discount and
amortization of debt issuance costs).

     

    “Consolidated Current Assets”
means, as at any date of determination, the total assets of Company and its
Subsidiaries on a consolidated basis which may properly be classified as current
assets in conformity with GAAP, excluding Cash and
Cash Equivalents.

     

    “Consolidated Current
Liabilities” means, as at any date of determination, the total
liabilities of Company and its Subsidiaries on a consolidated basis which may
properly be classified as current liabilities in conformity with GAAP, excluding the current
portions of each of Funded Debt and Capital Leases.

     

    “Consolidated EBITDA” means,
for any period, the sum, without duplication, of the amounts for such period of
(i) Consolidated Net Income, (ii) Consolidated Interest Expense,
(iii) provisions for taxes based on income, (iv) total depreciation
expense, (v) total amortization expense, (vi) other noncash items (other
than any such noncash item to the extent it represents an accrual of or reserve
for cash expenditures in any future period), including any noncash charges for
(a) goodwill write offs and write downs, (b) employee compensation plans and
expense recorded from grants of stock appreciation or similar rights, stock
options, restricted stock or other rights to officers, directors, employees or
contractors, and (c) purchase accounting adjustments (including the impact of
adjusting deferred revenues), (vii) any extraordinary charges or losses
determined in accordance with GAAP and any unusual or nonrecurring charges,
(viii) Transaction Costs and costs and expenses incurred in connection with
Permitted Acquisitions, the transactions contemplated by the Merger Documents,
(ix) any non-cash loss attributable to the mark-to-market movement in the
valuation of Hedge Agreements or other derivative instruments (to the extent the
cash impact resulting from such loss has not been realized) pursuant to
Financial Accounting Standards Board Statement No. 133, “Accounting for
Derivative Instruments and Hedging Activities,” (x) losses from and cost and
expenses incurred in respect of any sale or other disposition of property
(including but not limited to Asset Sales) permitted by the terms of this
Agreement, (xi) non-recurring charges resulting from severance, integration and
other adjustments (including restructuring charges) made as a result of (a) the
Acquisition or (b) any sale or other disposition of property permitted by the
terms of this Agreement, (xii) any losses from the early extinguishment of
Indebtedness or Hedge Agreements, (xiii) any impairment charge or asset
write-off pursuant to Financial Accounting Standards Board Statement No.
142—“Goodwill and Other Intangible Assets” or Financial Accounting Standards
Board Statement No. 144—“Accounting for the Impairment or Disposal of Long-Lived
Assets” and the amortization of intangibles arising pursuant to Financial
Accounting Standards Board Statement No. 141—“Business Combinations,” (xiv)
non-recurring charges resulting from the relocation of the chief executive
offices of Company in an amount not to exceed $2.0 million in the aggregate,
(xv) to the extent covered by insurance proceeds, losses in connections with
casualty events, but only, in the case of clauses (ii) through (xv), to the
extent deducted in the calculation of Consolidated Net Income, less noncash items
added in the calculation of Consolidated Net Income (other than any such noncash
item to the extent it will result in the receipt of cash payments in any future
period) and extraordinary, unusual or nonrecurring gains, all of the foregoing
as determined on a consolidated basis for Holdings and its Subsidiaries in
conformity with GAAP.

     

    
      
         


      

      
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    “Consolidated Excess Cash Flow”
means, for any period, an amount (if positive) equal to (i) the sum,
without duplication, of the amounts for such period of (a) Consolidated
EBITDA, (b) the Consolidated Working Capital Adjustment and (c)
extraordinary, unusual or nonrecurring cash gains deducted from Consolidated
EBITDA minus
(ii) the sum, without duplication, of the amounts for such period of
(a) scheduled repayments of Consolidated Total Debt (excluding (x)
repayments of revolving loans except to the extent the related revolving loan
commitment is permanently reduced in connection with such repayments and (y) any
such repayments out of the proceeds of refinancing Indebtedness and voluntary
repayments of term loans under the First Lien Credit Agreement), (b) internally
generated funds of Company and its Subsidiaries used to make Consolidated
Capital Expenditures (and any amounts that would be included as Consolidated
Capital Expenditures but for the operation of clause (c)(ii) of the
definition thereof (except, in the case of such clause (c)(ii), to the extent
made out of Net Insurance/Condemnation Proceeds)), (c) Consolidated Cash
Interest Expense, (d) current taxes based on income of Company and its
Subsidiaries and paid in cash with respect to such period, (e) internally
generated funds of Company and its Subsidiaries used during such period to
finance Permitted Acquisitions and Investments permitted by subsections
7.3(vii), (viii) (to the extent such amounts have not already been deducted in
calculating Consolidated Net Income) and (xi)(b)(x), (f) any other amount
paid from internally generated funds of Company and its Subsidiaries during such
period which was added back to Consolidated Net Income in determining
Consolidated EBITDA pursuant to clauses (vii), (viii), (x), (xi) and (xiv) of
the definition of Consolidated EBITDA, (g) any amount applied to make Restricted
Junior Payments permitted by subsection 7.4 (other than clauses (i), (iii),
(vii) and (viii) thereof) and (h) any cash security deposits made in respect of
leases for office space.

     

    “Consolidated Interest Expense”
means, for any period, total interest expense (including that portion
attributable to Capital Leases in accordance with GAAP, Attributable
Indebtedness and capitalized interest) of Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Company and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers’ acceptance
financing, net costs under Interest Rate Agreements and amounts referred to in
subsection 2.3A payable to Administrative Agent and Lenders that are
considered interest expense in accordance with GAAP.  Notwithstanding
the foregoing, Consolidated Interest Expense prior to the first anniversary of
the Closing Date shall be deemed to be actual Consolidated Interest Expense for
the period from the Closing Date to the end of the period for which Consolidated
Interest Expense is being determined multiplied by a
fraction the numerator of which is 365 and the denominator of which is the
number of days from the Closing Date until the last day of such
period.

     

    
      
         


      

      
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    “Consolidated Leverage Ratio”
means, as of the last day of any Fiscal Quarter, the ratio of
(i) Consolidated Total Debt as at such date to (ii) Consolidated
EBITDA for the consecutive four Fiscal Quarters ending on such
date.

     

    “Consolidated Net Income”
means, for any period, the net income (or loss) of Company and its Subsidiaries
on a consolidated basis for such period taken as a single accounting period
determined in conformity with GAAP; provided that there
shall be excluded (i) the income (or loss) of any Person (other than a
Subsidiary of Company), except to the extent of the amount of dividends or other
distributions actually paid to Company or any of its Subsidiaries by such Person
during such period, (ii) except as contemplated by subsection 1.2, the
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
of Company or is merged into or consolidated with Company or any of its
Subsidiaries or that Person’s assets are acquired by Company or any of its
Subsidiaries, (iii) the income of any Subsidiary of Company to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary, (iv) any
after-tax gains or losses attributable to asset sales outside the ordinary
course of business or returned surplus assets of any Pension Plan, and
(v) (to the extent not included in clauses (i) through
(iv) above) any net extraordinary gains or net noncash extraordinary
losses.

     

    “Consolidated Total Debt”
means, as at any date of determination, the aggregate stated balance sheet
amount of all Indebtedness of Company and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

     

    “Consolidated Working Capital”
means, as at any date of determination, the excess (or deficit) of Consolidated
Current Assets over Consolidated Current Liabilities.

     

    “Consolidated Working Capital
Adjustment” means, for any period on a consolidated basis, the amount
(which may be a negative number) by which Consolidated Working Capital as of the
beginning of such period exceeds (or is less than) Consolidated Working Capital
as of the end of such period, exclusive of any increase as a result of Net
Insurance/Condemnation Proceeds that have been invested pursuant to subsection
2.4B(iii); provided that, in
each case such amounts shall be increased or decreased by any noncash purchase
accounting adjustment contemplated by clause (vi)(c) of the definition of
Consolidated EBITDA.

     

    “Continuing Member” means, as
of any date of determination, any member of the Governing Body of Holdings who
was (i) (x) a member of such Governing Body on the Closing Date or
(y) nominated for election or elected to such Governing Body with the
affirmative vote of a majority of the members who were either members of such
Governing Body on the Closing Date or whose nomination or election was
previously so approved or (ii) appointed by the Permitted Holders.

     

    “Contractual Obligation,” as
applied to any Person, means any provision of any Security issued by that Person
or of any material indenture, mortgage, deed of trust, contract, undertaking,
agreement or other instrument to which that Person is a party or by which it or
any of its properties is bound or to which it or any of its properties is
subject.

     

    
      
         


      

      
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    “Control Agreement” means an
agreement, reasonably satisfactory in form and substance to Administrative Agent
and executed by the financial institutions or securities intermediary at which a
Deposit Account or a Securities Account, as the case may be, is maintained,
pursuant to which, and subject to the rights of the First Lien Collateral Agent
and the provisions of the Intercreditor Agreement, such financial institution or
securities intermediary confirms and acknowledges Collateral Agent’s security
interest in such account, and agrees that the financial institution or
securities intermediary, as the case may be, will comply with entitlement orders
or instructions originated by Collateral Agent as to disposition of funds in
such account, without further consent by Company or the applicable
Guarantor.

     

    “Currency Agreement” means any
foreign exchange contract, currency swap agreement, futures contract, option
contract, synthetic cap or other similar agreement or arrangement to which
Company or any of its Subsidiaries is a party.

     

    “DB” has the meaning assigned
to that term in the introduction to this Agreement.

     

    “Deposit Account” means a
demand, time, savings, passbook or similar account maintained with a Person
engaged in the business of banking, including a savings bank, savings and loan
association, credit union or trust company.

     

    “Designated Noncash
Consideration” means the fair market value of noncash consideration
received by Company or any of its Subsidiaries in connection with an Asset Sale
that is so designated as Designated Noncash Consideration pursuant to an
Officer’s Certificate of Company delivered to Administrative Agent at or prior
to the time of such Asset Sale, setting forth the basis of such
valuation.

     

    “Dollars” and the sign “$” each mean the lawful money
of the United States of America.

     

    “Domestic Subsidiary” means any
Subsidiary of Company that is incorporated or organized under the laws of the
United States of America, any state thereof or the District of
Columbia.

     

    “Election” means a Cash
Election or a PIK Election.

     

    “Eligible Assignee” means
(i) any Lender, any Affiliate of any Lender and any Approved Fund of any
Lender; and (ii) (a) a commercial bank organized under the laws of the
United States or any state thereof; (b) a savings and loan association or
savings bank organized under the laws of the United States or any state thereof;
(c) a commercial bank organized under the laws of any other country or a
political subdivision thereof; provided that
(1) such bank is acting through a branch or agency located in the United
States or (2) such bank is organized under the laws of a country that is a
member of the Organization for Economic Cooperation and Development or a
political subdivision of such country; and (d) any other entity that is an
“accredited investor” (as defined in Regulation D under the Securities Act) that
extends credit or buys loans in the ordinary course including insurance
companies, mutual funds, lease financing companies and financing companies;
provided that
no Loan Party or any of its controlled Affiliates shall be an Eligible
Assignee.

     

    “Employee Benefit Plan” means
any “employee benefit plan” as defined in Section 3(3) of ERISA (i) which is
currently maintained or contributed to by Company, any of its Subsidiaries or
any of their respective ERISA Affiliates; (ii) with respect to plans subject to
Section 412 of the Internal Revenue Code or Section 302 of ERISA, which was at
any time during the last six years maintained, contributed to or terminated by
Company, its Subsidiaries or any of their respective ERISA Affiliates, including
any Person which was at such time an ERISA Affiliate of Company; or (iii) with
respect to which there is any potential or outstanding liability of Company, its
Subsidiaries or any of their respective ERISA Affiliates.

     

    
      
         


      

      
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    “Environmental Claim” means any
investigation, notice, notice of violation, claim, action, suit, proceeding,
demand, abatement order or other order or directive, by any Government Authority
or any other Person with respect to any Real Property Asset, arising
(i) pursuant to or in connection with any actual or alleged violation of
any Environmental Law, (ii) in connection with any actual or alleged
Hazardous Materials Activity, or (iii) in connection with any actual or
alleged liability under any Environmental Law.

     

    “Environmental Laws” means the
common law and any and all current or future statutes, ordinances, orders,
rules, regulations, judgments, Governmental Authorizations, or any other
requirements of any Government Authority relating to (i) environmental
matters, including those relating to any Hazardous Materials Activity, or
(ii) occupational safety and health or the protection of the environment or
human health (to the extent relating to exposure to Hazardous Materials),
applicable to Company or any of its Subsidiaries or any Facility.

     

    “Equity Contributions” means,
collectively, (a) the contribution by the Investors of an aggregate amount of
cash which, when taken together with rollover equity of the Rho Entities and
certain other existing shareholders of Company, will be in an aggregate amount
of not less than $175,500,000 to Holdings and (b) the further
contribution to Company of such cash contribution proceeds.

     

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

     

    “ERISA Affiliate,” as applied
to any Person, means (i) any corporation that is a member of a controlled
group of corporations within the meaning of Section 414(b) of the Internal
Revenue Code of which that Person is a member; (ii) any trade or business
(whether or not incorporated) that is a member of a group of trades or
businesses under common control within the meaning of Section 414(c) of the
Internal Revenue Code of which that Person is a member; and (iii) any
member of an affiliated service group within the meaning of Section 414(m)
or (o) of the Internal Revenue Code of which that Person, any corporation
described in clause (i) above or any trade or business described in clause
(ii) above is a member.  Any former ERISA Affiliate of a Person
or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of
such Person or such Subsidiary within the meaning of this definition with
respect to the period such entity was an ERISA Affiliate of such Person or such
Subsidiary and with respect to liabilities arising after such period for which
such Person or such Subsidiary could be liable under the Internal Revenue Code
or ERISA.

     

    “ERISA Event” means (i) a
“reportable event” within the meaning of Section 4043 of ERISA and the
regulations issued thereunder with respect to any Pension Plan (excluding those
for which the provision for 30-day notice to the PBGC has been waived by
regulation); (ii) the failure to meet the minimum funding standard of
Section 412 of the Internal Revenue Code with respect to any Pension Plan
(whether or not waived in accordance with Section 412 of the Internal Revenue
Code); (iii) the failure to make by its due date a required contribution
under Section 412(m) of the Internal Revenue Code (or Section 430(j) of the
Internal Revenue Code, as amended by the Pension Protection Act of 2006) with
respect to any Pension Plan or the failure to make any required contribution to
any Multiemployer Plan; (iv) the filing pursuant to Section 412 of the
Internal Revenue Code of an application for a waiver of the minimum funding
standard with respect to any Pension Plan; (v) the provision by the
administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a
notice of intent to terminate such plan in a distress termination described in
Section 4041(c) of ERISA; (vi) the withdrawal by Company, any of its
Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan
or Multiemployer Plan or the termination of any such Pension Plan resulting in
liability under Title IV of ERISA; (vii) the institution by the PBGC
of proceedings to terminate any Pension Plan, or the occurrence of any event or
condition which might constitute grounds under ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan; (viii) the
imposition of liability on Company, any of its Subsidiaries or any of their
respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or
by reason of the application of Section 4212(c) of ERISA; (ix) the
withdrawal of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan, or the receipt by Company,
any of its Subsidiaries or any of their respective ERISA Affiliates of notice
from any Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (x) the assertion of a
material claim (other than routine claims for benefits) against any Employee
Benefit Plan other than a Multiemployer Plan or the assets thereof, or against
Company, any of its Subsidiaries or any of their respective ERISA Affiliates in
connection with any Employee Benefit Plan; (xi) receipt from the Internal
Revenue Service of notice of the failure of any Pension Plan (or any other
Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code;
or (xii) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n)
of the Internal Revenue Code or pursuant to ERISA with respect to any Pension
Plan.

     

    
      
         


      

      
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    “Eurodollar Rate” means, for
any Interest Rate Determination Date, with respect to any Eurodollar Rate Loan
for any Interest Period, the rate per annum obtained by dividing (i) the
rate per annum determined by Administrative Agent at approximately 11:00 a.m.
(London time) on the date that is two Business Days prior to the beginning of
such Interest Period by reference to the British Bankers’ Association Interest
Settlement Rate for deposits in Dollars (as set forth by any service selected by
Administrative Agent which has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying
such rates) for a period equal to such Interest Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the “Eurodollar Rate” shall be the interest rate
per annum determined by Administrative Agent to be the average of the rates per
annum at which deposits in Dollars are offered for such Interest Period to major
banks in the London interbank market in London, England at approximately 11:00
a.m. (London time) on the date that is two Business Days prior to the beginning
of such Interest Period by (ii) a
percentage equal to 100% minus the stated
maximum rate of all reserve requirements (including any marginal, emergency,
supplemental, special or other reserves) applicable on such Interest Rate
Determination Date to any member bank of the Federal Reserve System in respect
of “Eurocurrency liabilities” as defined in Regulation D (or any successor
category of liabilities under Regulation D).  Each determination by
Administrative Agent pursuant to this definition shall be conclusive absent
manifest error.

     

    “Eurodollar Rate Loans” means
Loans bearing interest at rates determined by reference to the Eurodollar Rate
as provided in subsection 2.2A.

     

    “Eurodollar Rate Margin” means the margin over
the Eurodollar Rate used in determining the rate of interest of Eurodollar Rate
Loans pursuant to subsection 2.2A.

     

    “Event of Default” means each
of the events set forth in Section 8.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and any successor
statute.

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

     “Excluded Taxes” means, with
respect to Administrative Agent, any Lender, or any other recipient of any
payment to be made by or on account of any obligation of Company hereunder,
(i) Taxes that are imposed on the overall net income (however denominated)
and franchise Taxes imposed in lieu thereof by a jurisdiction (or any political
subdivision thereof) as a result of such recipient being organized or
incorporated or having its principal office or, in the case of any Lender,
maintaining its applicable lending office in, or otherwise doing business in,
such jurisdiction (other than a business arising or deemed to arise solely out
of any of the transactions contemplated by any Loan Document), (ii) any
branch profits Taxes imposed on a recipient by a jurisdiction described in
clause (i), and (iii) in the case of a Foreign Lender, any U.S. federal
withholding Tax that (x) is imposed on amounts payable to a Foreign Lender
(other than an assignee pursuant to a request of Company under
subsection 2.9) at the time such Lender becomes a party hereto (or
designates a new lending office) except to the extent that such Foreign Lender
(or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from Company with
respect to such withholding tax pursuant to subsection 2.7B or (y) is
attributable to such Foreign Lender’s failure to comply with its obligations
under subsection 2.7B(iv).

     

    “Existing Indebtedness to Be
Repaid” means all Indebtedness listed on Schedule
A.

     

    “Facilities” means any and all
real property (including all buildings, fixtures or other improvements located
thereon) now, hereafter or heretofore owned, leased, operated or used by Company
or any of its Subsidiaries or any of their respective predecessors or
Affiliates.

     

    “Federal Funds Effective Rate”
means, for any period, a fluctuating interest rate equal for each day during
such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve 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) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by
Administrative Agent from three Federal funds brokers of recognized standing
selected by Administrative Agent.

     

    “Fee Letter” means the fee
letter agreement dated April 27, 2007 among Holdings, DB and Deutsche Bank
Securities Inc.

     

    “Financial Plan” has the
meaning assigned to that term in subsection 6.1(xii).

     

    “First Lien Administrative
Agent” means DB, as administrative agent under the First Lien Credit
Agreement, and any successor administrative agent thereunder.

     

    “First Lien Collateral Agent”
means DB, as collateral agent under the First Lien Credit Agreement, and any
successor collateral agent thereunder.

     

    “First Lien Credit Agreement”
means the First Lien Credit Agreement dated as of the Closing Date by and among
Holdings, Company, the lenders party thereto, First Lien Administrative Agent,
First Lien Collateral Agent and the other parties thereto, as such agreement may
be amended, restated, supplemented or otherwise modified from time to time
thereafter to the extent permitted under subsection 7.1(vii) and any other
agreement relating to Refinancing First Lien Indebtedness.

     

    “First Lien Indebtedness” means
all Obligations (as that term is defined in the First Lien Credit Agreement) of
Company and its Subsidiaries under the First Lien Credit Agreement.

     

    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    “First Lien Term Loan
Discharge” means the repayment in full of all outstanding term loans
under the First Lien Credit Agreement as well as all interest, fees and other
amounts related thereto; provided that the
First Lien Term Loan Discharge shall not be deemed to have occurred if such
payments were made with proceeds of other term loans under the First Lien Credit
Agreement that constitute an exchange, replacement or refinancing of such term
loan.

     

    “Fiscal Quarter” means a fiscal
quarter of any Fiscal Year.

     

    “Fiscal Year” means the fiscal
year of Holdings and its Subsidiaries ending on December 31 of each
calendar year.  For purposes of this Agreement, any particular Fiscal
Year shall be designated by reference to the calendar year in which such Fiscal
Year ends.

     

    “Flood Hazard Property” means a
Mortgaged Property, the improvements on which are located in an area designated
by the Federal Emergency Management Agency as having special flood or mud slide
hazards.

     

    “Foreign Lender” means any
Lender that is not a “United States person” within the meaning of
Section 7701(a)(30) of the Internal Revenue Code.

     

    “Foreign Plan” means any
employee benefit plan maintained by Company or any of its Subsidiaries that is
mandated or governed by any law, rule or regulation of any Government Authority
other than the United States, any state thereof or any other political
subdivision thereof.

     

    “Foreign Pledge Agreement”
means each pledge agreement or similar instrument governed by the laws of a
country other than the United States, executed on the Closing Date or from time
to time thereafter in accordance with subsection 6.8 by Company or any
Guarantor that owns Capital Stock of one or more Foreign Subsidiaries organized
in such country, in form and substance reasonably satisfactory to Administrative
Agent.

     

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

     

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

     

    “Funded Debt,” as applied to
any Person, means all Indebtedness of that Person (including any current
portions thereof) which by its terms or by the terms of any instrument or
agreement relating thereto matures more than one year from, or is directly
renewable or extendable at the option of that Person to a date more than one
year from (including an option of that Person under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of one year or more from), the date of the creation thereof.

     

    “Funding and Payment Account”
means the account specified in the payment instructions appearing below
Administrative Agent’s signature herein or the account designated as such in any
other written notice delivered by Administrative Agent to Company and each
Lender.

     

    “Funding and Payment Office”
means the office of Administrative Agent located at 100 Plaza One, Jersey City,
New Jersey 07311, or such other office of Administrative Agent as may from time
to time hereafter be designated as such in a written notice delivered by
Administrative Agent to Company and each Lender.

     

    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    “GAAP” means, subject to the
limitations on the application thereof set forth in subsection 1.2,
generally accepted accounting principles set forth in opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession, in each
case as the same are applicable to the circumstances as of the date of
determination.

     

    “Governing Body” means the
board of directors or other body having the power to direct or cause the
direction of the management and policies of a Person that is a corporation,
partnership, trust or limited liability company.

     

    “Government Authority” means
the government of the United States or any other nation, or any state, regional
or local political subdivision or department thereof, and any other governmental
or regulatory agency, authority, body, commission, central bank, board, bureau,
organ, court, instrumentality or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government, in each case whether federal, state, local or foreign
(including supra-national bodies such as the European Union or the European
Central Bank).

     

    “Governmental Authorization”
means any permit, license, registration, authorization, plan, directive,
accreditation, consent, order or consent decree of or from, or notice to, any
Government Authority.

     

    “Governmental Real Property Disclosure
Requirements” means any Requirement of Law of any Government Authority
requiring notification of the buyer, lessee, mortgagee, assignee or other
transferee of any Real Property Asset, facility, establishment or business, or
notification, registration or filing to or with any Government Authority, in
connection with the sale, lease, mortgage, assignment or other transfer
(including any transfer of control) of any Real Property Asset, facility,
establishment or business, of the actual or threatened presence or Release in or
into the environment, or the use, disposal or handling of Hazardous Material on,
at, under or near the Real Property Asset, facility, establishment or business
to be sold, leased, mortgaged, assigned or transferred.

     

    “Granting Lender” has the
meaning assigned to that term in subsection 10.1B(iii).

     

    “Guarantor” means Holdings and
any Domestic Subsidiary of Company that executes and delivers a counterpart of
the Guaranty from time to time after the Closing Date pursuant to
subsection 6.8.

     

    “Guaranty” means the Second
Lien Guaranty executed and delivered by Holdings on the Closing Date and to be
executed and delivered by additional Domestic Subsidiaries of Company from time
to time thereafter in accordance with subsection 6.8, substantially in the
form of Exhibit
XII annexed hereto.

     

    “Hazardous Materials”
means:  (i) any chemical, material or substance defined as or
included in the definition of “hazardous substances,” “hazardous wastes,”
“hazardous materials,” “extremely hazardous waste,” “acutely hazardous waste,”
“radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,”
“contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic
substances,” or any other term intended to define, list or classify substances
by reason of properties harmful to health, safety or the indoor or outdoor
environment (including harmful properties such as ignitability, corrosivity,
reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or
“EP toxicity” or words of similar import under any applicable Environmental
Laws); (ii) any oil, petroleum, petroleum fraction or petroleum derived
substance; (iii) any drilling fluids, produced waters and other wastes
associated with the exploration, development or production of crude oil, natural
gas or geothermal resources; (iv) any flammable substances or explosives;
(v) any radioactive materials; (vi) any asbestos-containing materials;
(vii) urea formaldehyde foam insulation; (viii) electrical equipment
which contains any oil or dielectric fluid containing polychlorinated biphenyls;
(ix) pesticides; and (x) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated under any Environmental
Law.

     

    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    “Hazardous Materials Activity”
means any activity, event or occurrence involving any Hazardous Materials that
is regulated by or can give rise to liability under any Environmental Law,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

     

    “Hedge Agreement” means an
Interest Rate Agreement or a Currency Agreement designed to hedge against
fluctuations in interest rates or currency values, respectively.

     

    “Holdings” has the meaning
assigned to that term in the introduction to this Agreement.

     

    “Holdings Senior PIK Credit
Agreement” means the Credit Agreement, dated as of the Closing Date, by
and among Holdings, the lenders and other parties thereto, as such agreement may
be amended, restated, supplemented or otherwise modified from time to time
thereafter to the extent permitted under subsection 7.10C, and any other
agreement relating to permitted Refinancing Holdings Senior PIK
Indebtedness.

     

    “Holdings Senior PIK
Indebtedness” means all Obligations
(as that term is defined in the Holdings Senior PIK Credit Agreement) of
Holdings under the Holdings Senior PIK Credit Agreement.

     

    “Immaterial Subsidiary” means,
at any date of determination, any Subsidiary designated as such in writing by
Company that (i) contributed 2.5% or less of Consolidated EBITDA of Company for
the period of four Fiscal Quarters most recently ended more than forty-five (45)
days prior to the date of determination and (ii) had consolidated assets
representing 2.5% or less of Total Assets on the last day of the most recent
Fiscal Quarter ended more than forty-five (45) days prior to the date of
determination; provided that for
purposes of subsections 8.6, 8.7 and 8.8 only, in determining whether an Event
of Default has occurred with respect to a Material Subsidiary, if all
Subsidiaries that are individually “Immaterial Subsidiaries” as to which a
condition specified in any such subsection applies have (i) an aggregate
contribution to Consolidated EBITDA of Company in excess of 10% of Consolidated
EBITDA of Company for the period of four Fiscal Quarters most recently ended
more than forty-five (45) days prior to the date of determination or (ii)
aggregate consolidated assets representing 10% or more or more of Total Assets
on the last day of the most recent Fiscal Quarter ended more than forty-five
(45) days prior to the date of determination, then, in either case, such
condition shall be deemed to exist with respect to a Material
Subsidiary.

     

    “Indebtedness,” as applied to
any Person, means, without duplication, (i) all indebtedness for borrowed
money, (ii) that portion of obligations with respect to Capital Leases that
is properly classified as a liability on a balance sheet in conformity with
GAAP, (iii) notes payable and drafts accepted representing extensions of
credit whether or not representing obligations for borrowed money, (iv) any
obligation owed for all or any part of the deferred purchase price of property
or services (excluding any such obligations incurred under ERISA), which
purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument (excluding in each case trade accounts payable and accrued
obligations incurred in the ordinary course of business), (v) Synthetic
Lease Obligations, (vi) all reimbursement obligations of such Person under
letters of credit, (vii) all indebtedness secured by any Lien on any
property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
nonrecourse to the credit of that Person, (viii) all Attributable
Indebtedness of such Person, (ix) all obligations of such Person under Hedge
Agreements, and (x) any guarantee of such Person in respect of obligations
of the kind referred to in clauses (i) through (ix) above.  Any
Capital Stock of Holdings or Company constituting Specified Equity shall not be
deemed to be Indebtedness.  The amount of any Indebtedness that is
only recourse to specific assets of Holdings, Company and/or its Subsidiaries
(and not to Holdings, Company or any of its Subsidiaries generally) shall be
deemed to be equal to the lesser of (x) the principal amount of such
Indebtedness and (y) the fair market value of the assets of Holdings,
Company and/or its Subsidiaries to which such Indebtedness has
recourse.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    “Indemnified Liabilities” has
the meaning assigned to that term in subsection 10.3.

     

    “Indemnified Taxes” means, with
respect to Administrative Agent, any Lender or any other recipient of a payment
to be made by or on account of any obligation of Company hereunder, Taxes other
than Excluded Taxes.

     

    “Indemnitees” has the meaning
assigned to that term in subsection 10.3.

     

    “Insurance Policies” means the
insurance policies and coverages required to be maintained by each Loan Party
which is an owner of Mortgaged Property with respect to the applicable Mortgaged
Property pursuant to subsection 6.4 and all renewals and extensions
thereof.

     

    “Insurance Requirements” means,
collectively, all provisions of the Insurance Policies, all requirements of the
issuer of any of the Insurance Policies and all orders, rules, regulations and
any other requirements of the National Board of Fire Underwriters (or any other
body exercising similar functions) binding upon each Loan Party which is an
owner of Mortgaged Property and applicable to the Mortgaged Property or any use
or condition thereof.

     

    “Intellectual Property” means
all patents, patent applications, trademarks, trademark applications (excluding
any intent-to-use trademark applications), trade names, copyrights, copyright
applications, technology, software, proprietary know-how and proprietary
processes used in the conduct of the business of the Loan Parties and their
Subsidiaries.

     

    “Intercreditor Agreement” means the Intercreditor
Agreement, dated as of the Closing Date, by and among Collateral Agent, First
Lien Collateral Agent, Holdings, Company and the subsidiaries of Company from
time to time party thereto, substantially in the form of Exhibit XIV annexed
hereto, as such agreement may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.

     

    “Interest Payment Date” means
(i) with respect to any Tranche B Term Loan, the last Business Day of each
of March, June, September and December of each year, commencing on September 28,
2007, (ii) with
respect to any Base Rate Loan, the last Business Day of each of March, June,
September and December of each year, commencing on the first such date to occur
after the Closing Date, and (iii) with respect to any Eurodollar Rate Loan,
the last day of each Interest Period applicable to such Loan; provided that, in the
case of each Interest Period of longer than three months, “Interest Payment
Date” shall also include each date that is three months, or a multiple thereof,
after the commencement of such Interest Period.

     

    “Interest Period” has the
meaning assigned to that term in subsection 2.2B.

     

    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    “Interest Rate Agreement” means
any interest rate swap agreement, interest rate cap agreement, interest rate
collar agreement or other similar agreement or arrangement to which Holdings,
Company or any of its Subsidiaries is a party.

     

    “Interest Rate Determination
Date,” with respect to any Interest Period, means the second Business Day
prior to the first day of such Interest Period.

     

    “Internal Revenue Code” means
the Internal Revenue Code of 1986, as amended to the date hereof and from time
to time hereafter, and any successor statute.

     

    “Investment” means (i) any
direct or indirect purchase or other acquisition by Holdings or any of its
Subsidiaries of, or of a beneficial interest in, any Securities of any other
Person (including any Subsidiary of Company), (ii) any direct or indirect
loan, advance (other than loans and advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by Holdings or any or
its Subsidiaries to any other Person, including all indebtedness and accounts
receivable from that other Person that are not current assets or did not arise
from sales to that other Person in the ordinary course of business, (iii)
Interest Rate Agreements or Currency Agreements not constituting Hedge
Agreements or (iv) any guarantee by Holdings or any of its Subsidiaries of any
obligations of any other Person (including obligations of Holdings or any of its
Subsidiaries).  The amount of any Investment shall be the original
cost of such Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in value,
or write-ups, write-downs or write-offs with respect to such Investment (other
than adjustments for the repayment of, or the refund of capital with respect to,
the original principal amount of any such Investment).

     

    “Investors” means the TA
Entities and other investors reasonably satisfactory to Administrative
Agent.

     

    “IP Collateral” means,
collectively, the Intellectual Property that constitutes Collateral under the
Security Agreement.

     

    “IP Filing Office” means the
United States Patent and Trademark Office, the United States Copyright Office or
any successor or substitute office in the United States in which filings are
necessary or, in the reasonable opinion of Administrative Agent, desirable in
order to create or perfect Liens on, or evidence the interest of Collateral
Agent and Secured Parties in, any IP Collateral.

     

    “IPO” means the issuance by Holdings of its common
Capital Stock in an underwritten primary public offering (other than a public
offering pursuant to a registration statement on Form S-8) pursuant to an
effective registration statement filed with the Securities and Exchange
Commission in accordance with the Securities Act
(whether alone or in connection with a secondary public offering).

     

    “Joint Venture” means a joint
venture, partnership or other similar arrangement, whether in corporate,
partnership or other legal form.

     

    “Lender” and “Lenders” means the Persons
identified as “Lenders” and listed on the signature pages of this Agreement,
together with their successors and permitted assigns pursuant to
subsection 10.1.

     

    “Lien” means any lien,
mortgage, pledge, assignment (only for the purposes of creating a security
interest), security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement or any lease in the nature
thereof) and, solely in the case of securities, any option, trust or other
preferential arrangement having the practical effect of any of the
foregoing.

     

    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    “Loan” or “Loans” means one or more of
the Tranche B Term Loans or Tranche C Term Loans made by Lenders to Company
pursuant to subsection 2.1A.

     

    “Loan Documents” means this
Agreement, the Notes, the Intercreditor Agreement, the Guaranty, the Collateral
Documents and the Fee Letter.

     

    “Loan Party” means each of
Company, Holdings and each other Guarantor from time to time, and “Loan Parties” means all such
Persons, collectively.

     

    “Margin Stock” has the meaning
assigned to that term in Regulation U of the Board of Governors of the Federal
Reserve System as in effect from time to time.

     

    “Material Acquisition” means
the Acquisition and any other acquisition of property or series of related
acquisitions of property that (a) constitutes assets comprising all or
substantially all of an operating unit of a business or constitutes all or
substantially all of the common stock of a Person and (b) involves the
payment of consideration by the Loan Parties and their Subsidiaries in excess of
$250,000.

     

    “Material Adverse Effect” means
(i) a material adverse effect upon the business, operations, properties,
assets or financial condition of Holdings and its Subsidiaries taken as a whole
or (ii) the material impairment of the ability of any Loan Party to
perform, or of Administrative Agent, Collateral Agent or Secured Parties to
enforce, the Obligations or its rights and remedies under the Loan
Documents.

     

    “Material Disposition” means
any disposition of property or series of related dispositions of property that
yields gross proceeds to Holdings or any of its Subsidiaries in excess of
$250,000.

     

    “Material Subsidiary”
means any
Subsidiary of Company that is not an Immaterial Subsidiary.

     

    “Maturity Date” means
December 15, 2014.

     

    “Merger” means the merger of
Merger Sub with and into Target in accordance with the terms of the Merger
Agreement and the Certificate of Merger, with Target being the surviving
corporation.

     

    “Merger Agreement” means that
certain Agreement and Plan of Merger by and among Target, Holdings, Merger Sub,
the stockholder representative party thereto and the guarantor party thereto,
dated April 27, 2007, as amended through the date hereof.

     

    “Merger Documents” means the
Merger Agreement and the Certificate of Merger.

     

    “Merger MAC” means, when used
in connection with Company, any change, event, circumstance, condition or effect
that (a) is, individually or in the aggregate, materially adverse in relation to
the condition (financial or otherwise), business, operations, or results of
operations of Company and its Subsidiary, taken as a whole, or (b) impacts
Company’s ability to perform its obligations under the Merger Agreement in a
timely manner, except to the extent that any such change, event, condition or
effect results from (i) actions by Company or its Subsidiary in accordance with
the terms of the Merger Agreement or taken at the direction or request of
another party to the Merger Agreement; (ii) the announcement, pursuant to the
terms of Section 11.2 of the Merger Agreement, of the actual or prospective
consummation of the Merger Agreement or the transactions contemplated by the
Merger Agreement, including, but not limited to, any employee attrition, impact
on revenues and relationship with suppliers and customers; (iii) changes in
general economic conditions of the United States or foreign economies,
currencies or securities or financial markets; (iv) changes generally
affecting the industry in which Company or its Subsidiary operates (except to the extent that such changes
have a disproportionate effect on Company or its Subsidiary); (v) acts of God, earthquakes,
hostilities, acts of sabotage or terrorism or military actions or any escalation
or material worsening of any such hostilities, acts of sabotage or terrorism or
military actions (except to the
extent that such changes, events or conditions have a disproportionate
effect on Company or its
Subsidiary); or (vi)
changes in Applicable Laws (as defined in the Merger Agreement) or accounting
rules.

     

    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    “Merger Sub” means TA Indigo
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Holdings.

     

    “Mortgage” means a security
instrument (whether designated as a deed of trust or a mortgage or by any
similar title) executed and delivered by any Loan Party in such form as may be
approved by Administrative Agent in its reasonable discretion, in each case with
such changes thereto as may be necessary or appropriate in Administrative
Agent’s or its local counsel’s judgment to conform such instrument to applicable
local laws or customary local mortgage or deed of trust
practices.  “Mortgages” means all such
instruments collectively.

     

    “Mortgaged Property” and
“Mortgaged Properties”
have the meanings assigned to such terms in subsection 6.9A.

     

    “Multiemployer Plan” means any
Employee Benefit Plan that is a “multiemployer plan” as defined in Section 3(37)
of ERISA.

     

    “Net Asset Sale Proceeds,” with
respect to any Asset Sale, means Cash payments (including any Cash received by
way of deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) actually received by Holdings or
any of its Subsidiaries from such Asset Sale, net of any bona fide direct costs
incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable as a result of any gain recognized
in connection with such Asset Sale, (ii) sale, use or other transactional
expenses paid or payable as a result of such Asset Sale, (iii) payment of
the outstanding principal amount of, premium or penalty, if any, and interest on
any Indebtedness (other than the Loans) that is (a) secured by a Lien on
the stock or assets in question and (b) actually paid at the time of receipt of
such cash payment to a Person that is not an Affiliate of any Loan Party,
(iv) amounts provided as a reserve, in accordance with GAAP, against any
liabilities (contingent or otherwise) associated with such Asset Sale (including
reserves for indemnities), (v) payment of unassumed liabilities relating to the
assets sold or otherwise disposed of pursuant to such Asset Sale made within 90
days of such Asset Sale, and (vi) attorneys’ fees, accountants’ fees, investment
banking fees, and brokerage, consultant and other customary fees actually
incurred in connection therewith.  Net Asset Sale Proceeds shall not
include any Cash payments held in escrow until such time as such amounts are
released from escrow.

     

    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    “Net Insurance/Condemnation
Proceeds” means any Cash payments or proceeds actually received by
Holdings or any of its Subsidiaries (i) under any casualty insurance policy
in respect of a covered loss thereunder in respect of any tangible property or
(ii) as a result of the taking of any assets of Holdings or any of its
Subsidiaries by any Person pursuant to the power of eminent domain, condemnation
or otherwise, or pursuant to a sale of any such assets to a purchaser with such
power under threat of such a taking, in each case net of any actual and
reasonable documented costs incurred by Holdings or any of its Subsidiaries in
connection with the collection, adjustment or settlement of any claims of
Holdings or such Subsidiary in respect thereof, including (a) income taxes
reasonably estimated to be actually payable as a result of any gain recognized
in connection with such loss, taking, condemnation or sale, (b) sales, use
or other transactional taxes paid or payable as a result of such loss, taking,
condemnation or sale, (c) payment of the outstanding principal amount of,
premium or penalty, if any, and interest on any Indebtedness (other than the
Loans) that is (x) secured by a Lien on the assets in question and
(y) actually paid at the time of receipt of such cash payment to a Person
that is not an Affiliate of any Loan Party, (d) any amounts provided as a
reserve, in accordance with GAAP, against any liabilities (contingent or
otherwise) associated with such loss, taking, condemnation or sale (including
reserves for indemnities), (e) payment of reimbursed liabilities relating to
such loss, taking or condemnation and (f) attorneys’ fees, consultant fees
and other customary fees actually incurred in connection therewith.

     

    “Net Securities Proceeds” means
the cash proceeds (net of underwriting discounts and commissions and other costs
and expenses actually incurred in connection therewith, including legal fees and
expenses) from the incurrence of Indebtedness by Holdings or any of its
Subsidiaries.

     

    “Non-Consenting Lender” has the
meaning assigned to that term in subsection 2.9.

     

    “Notes” means any promissory
notes of Company issued pursuant to subsection 2.1D to evidence the Loans of any
Lenders, substantially in the form of Exhibit V annexed
hereto.

     

    “Notice of Borrowing” means a
notice substantially in the form of Exhibit I
annexed hereto.

     

    “Notice of
Conversion/Continuation” means a notice substantially in the form of
Exhibit II
annexed hereto.

     

    “Notice of Prepayment” means a notice
substantially in the form of Exhibit IV
annexed hereto.

     

    “Obligations” means
(a) obligations of Company and the other Loan Parties from time to time
arising under or in respect of the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise and (ii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of Company and the other Loan Parties under this
Agreement and the other Loan Documents and under any Hedge Agreement entered
into with any Swap Counterparty, and (b) the due and punctual performance
of all covenants, agreements, obligations and liabilities of Company and the
other Loan Parties under or pursuant to this Agreement and the other Loan
Documents.

     

    “OFAC” has the meaning assigned
to that term in subsection 10.1(G).

     

    “Officer” of any Person means
the president, chief executive officer, chief financial officer, treasurer,
controller, general partner (if an individual) and managing member (if an
individual) of such Person.

     

    “Officer’s Certificate,” as
applied to any Person that is a corporation, partnership, trust or limited
liability company, means a certificate executed on behalf of such Person by one
or more Officers of such Person or one or more Officers of a general partner or
a managing member if such general partner or managing member is a corporation,
partnership, trust or limited liability company.

     

    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    “Organizational Documents”
means the documents (including Bylaws, if applicable) pursuant to which a Person
that is a corporation, partnership, trust or limited liability company is
organized.

     

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

     

    “Participant” means a purchaser
of a participation in the rights and obligations under this Agreement pursuant
to subsection 10.1C.

     

    “Participant Register” has the
meaning assigned to that term in subsection 10.1C(2).

     

    “Patriot Act” means the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L.
107-56 (signed into law October 26, 2001)).

     

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

     

    “Pension Plan” means any
Employee Benefit Plan, other than a Multiemployer Plan, that is covered by
Title IV of ERISA or is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA, and, for purposes of subsection 8.10, any Foreign
Plan.

     

    “Permitted Acquisition” means
any transaction or series of related transactions for the direct or indirect (a)
acquisition of all or substantially all of the property of any Person, or of any
business or division of any Person; (b) acquisition of a majority of the Capital
Stock of any Person, and otherwise causing such Person to become a Subsidiary of
such Person; or (c) merger or consolidation or any other combination with any
Person, if each of the following conditions is met:

     

                    (i)
the board of directors of the
Person to be acquired shall not have indicated publicly its opposition to the
consummation of such acquisition (which opposition has not been publicly
withdrawn);

     

                    (ii)all transactions in connection
therewith shall be consummated in accordance with all applicable Requirements of
Law;

     

                    (iii)        
any Person or assets or division as acquired in accordance herewith shall be in
the same business or lines of business, or in a business or in lines of business
substantially similar, related or incidental to such business or lines of
business, in which Company and/or its Subsidiaries are engaged as of the Closing
Date;

     

                    (iv)       
if the purchase price exceeds $1,000,000, at least 10 Business Days prior to the
proposed date of consummation of the transaction, Company shall have delivered
to Administrative Agent an Officers’ Certificate certifying that (A) such
transaction complies with this definition (which, unless Administrative Agent
shall otherwise agree, shall have attached thereto reasonably detailed backup
data and calculations showing such compliance), and (B) such transaction would
not reasonably be expected to result in a Material Adverse Effect;
and

     

    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

     

                    (v)except in the case of a Permitted
Acquisition for which the purchase price does not exceed $1,000,000, subject to
confidentiality arrangements, Company shall have delivered to Administrative
Agent any information reasonably requested by Administrative Agent (but only to
the extent consistent with confidentiality obligations of Company).

     

    “Permitted Encumbrances” means
the following types of Liens (excluding any such Lien imposed pursuant to
Section 401(a)(29) or 412(n) of the Internal Revenue Code or by
ERISA):

     

                    (i)Liens for taxes, assessments or
governmental charges or claims the payment of which is not, at the time,
required by subsection 6.3;

     

                    (ii)statutory Liens of landlords, Liens
of collecting banks under the UCC on items in the course of collection,
statutory Liens of banks, statutory Liens of carriers, warehousemen, mechanics,
repairmen, workmen and materialmen, and other Liens imposed by law, in each case
incurred in the ordinary course of business (a) for amounts not yet overdue
by more than 30 days or (b) for amounts that are overdue by more than 30
days and are being contested in good faith by appropriate proceedings, so long
as in the case of this clause (b), (1) such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made for any such contested amounts, and (2) in the case of a Lien with
respect to any material portion of the Collateral, such contest proceedings
conclusively operate to stay the sale of any material portion of the Collateral
on account of such Lien;

     

                    (iii)        
(a) pledges and deposits made in the ordinary course of business in connection
with workers’ compensation, unemployment insurance and other types of social
security, or to secure the performance of statutory obligations, bids, leases,
government contracts, trade contracts, and other similar obligations (exclusive
of obligations for the payment of borrowed money), so long as no foreclosure,
sale or similar proceedings have been commenced with respect to any portion of
the Collateral on account thereof and (b) pledges and deposits in respect of
letters of credit or bank guarantees that have been posted to support payment of
the items set forth in clause (a) of this clause (iii);

     

                    (iv)       
any attachment or judgment Lien not constituting an Event of Default under
subsection 8.8;

     

                    (v)licenses, leases or subleases granted
to other Persons that do not violate any applicable terms of the Collateral
Documents and do not interfere in any material respect with the ordinary conduct
of the business of Holdings or any of its Subsidiaries or result in a material
diminution in the value of any Collateral as security for the
Obligations;

     

                    (vi)       
easements, rights-of-way, restrictions, encroachments and other minor defects or
irregularities in title, in each case which do not and will not interfere in any
material respect with the ordinary conduct of the business of Holdings or any of
its Subsidiaries or result in a material diminution in the value of any
Collateral as security for the Obligations;

     

                    (vii)      
any (a) interest or title of a lessor or sublessor under any lease not
prohibited by this Agreement, (b) Lien or restriction that the interest or
title of such lessor or sublessor may be subject to, or (c) subordination
of the interest of the lessee or sublessee under such lease to any Lien or
restriction referred to in the preceding clause (b);


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

                    (viii)     
Liens arising from filing UCC financing statements (and the precautionary grants
of security interests) relating solely to leases not prohibited by this
Agreement;

     

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

     

                    (x)         
any zoning or similar law or right reserved to or vested in any Government
Authority to control or regulate the use of any real property;

     

                    (xi)        
Liens granted pursuant to the Loan Documents;

     

                    (xii)       
Liens securing obligations (other than obligations representing Indebtedness for
borrowed money) under operating, reciprocal easement or similar agreements
entered into in the ordinary course of business of Holdings or any of its
Subsidiaries or otherwise binding upon Holdings or any of its Subsidiaries by
virtue of its interests in real property subject to such
agreements;

     

                    (xiii)      
bankers’ or brokers’ Liens, rights of set-off and other similar Liens existing
solely with respect to Cash and Cash Equivalents or investment property on
deposit in one or more accounts maintained by Holdings or any of its
Subsidiaries (including any restriction on the use of such Cash and Cash
Equivalents or investment property), in each case granted in the ordinary course
of business in favor of the bank or banks or brokers with which such accounts
are maintained, securing amounts owing to such bank or banks or brokers with
respect to cash management and operating account arrangements and brokerage or
commodities accounts, including those involving pooled accounts and netting
arrangements;

     

                    (xiv)      
Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection or (ii) in favor of a
banking institution arising as a matter of law encumbering deposits (including
the right of set-off) and which are within the general parameters customary in
the banking industry; and

     

                    (xv)      
with respect to each Mortgaged Property, Permitted Encumbrances other
than those described in clauses (iii), (ix), (xiii) and (xiv).

     

    “Permitted Holders” means the
TA Entities and the Rho Entities.

     

    “Person” means and includes
natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock
companies, Joint Ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and Government Authorities.

     

    “PIK Election” means the 50%
PIK Election or the 100% PIK Election.

     

    “PIK Interest” has the meaning
assigned to that term in subsection 2.2A(iii)(a).

     

    “PIK Margin” means 0.50% per
annum.

     

    “Potential Event of Default”
means a condition or event that, after notice or lapse of time or both, would
constitute an Event of Default.

     

    “Premises” shall have the
meaning assigned thereto in the applicable Mortgage.

     

    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

     

    “Prime Rate” means the rate
that DB announces from time to time as its prime lending rate, as in effect from
time to time.  The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any
customer.  DB or any other Lender may make commercial loans or other
loans at rates of interest at, above or below the Prime Rate.

     

    “Proceedings” means any action,
suit, proceeding (whether administrative, judicial or otherwise), governmental
investigation or arbitration.

     

    “Pro Rata Share” means, with
respect to each Class of Loans, the percentage obtained by dividing (x) the
Loans of such Class of such Lender by (y) the Loans of such Class of all
Lenders, as such percentage may be adjusted by assignments permitted pursuant to
subsection 10.1.  The initial Pro Rata Share of each Lender is
set forth opposite the name of that Lender in the Register.

     

    “Real Property Asset” means, at
any time of determination, any and all right, title and interest (including any
fee, leasehold or other estate) then owned, leased, operated or otherwise used
by any Loan Party (other than any Foreign Subsidiary) in any real
property.

     

    “Reference Period” means any
period of four consecutive Fiscal Quarters.

     

    “Refinanced Term Loans” has the
meaning assigned to that term in subsection 10.6C.

     

    “Refinancing First Lien
Indebtedness” has the meaning assigned to that term in subsection
7.1(vii).

     

    “Refinancing Holdings Senior PIK
Indebtedness” has the meaning assigned to that term in subsection
7.1(viii).

     

    “Register” has the meaning
assigned to that term in subsection 2.1D.

     

    “Regulation D” means
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

     

    “Related Agreements” means the
First Lien Credit Agreement and the Holdings Senior PIK Credit
Agreement.

     

    “Related Parties” has the
meaning assigned to that term in subsection 9.1A.

     

    “Release” means any spilling,
emitting, leaking, pumping, pouring, injecting, escaping, disposing,
discharging, dumping or leaching of Hazardous Materials into the indoor or
outdoor environment (including the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Materials),
including the movement of any Hazardous Materials through the air, soil, surface
water or groundwater.

     

    “Replacement Term Loans” has
the meaning assigned to that term in subsection 10.6C.

     

    “Requirements of Law” means,
collectively, any and all requirements of any Government Authority including any
and all laws, judgments, orders, decrees, ordinances, rules, regulations,
statutes or case law.

     

    “Requisite Class Lenders”
means, at any time of determination, (i) for the Tranche B Term Loans, Lenders
holding more than 50% of the aggregate Tranche B Term Loans, and (ii) for the
Tranche C Term Loans, Lenders having or holding more than 50% of the aggregate
Tranche C Term Loans.

     

    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    

     

     “Requisite Lenders” means, at
any time of determination, Lenders having or holding more than 50% of the
Loans.

     

    “Restricted Junior Payment”
means (i) any dividend or other distribution, direct or indirect, on
account of any shares of any class of stock of Holdings or Company now or
hereafter outstanding, except a dividend payable solely in shares of stock
constituting Specified Equity, (ii) any redemption, retirement, sinking
fund or similar payment, purchase or other acquisition for value, direct or
indirect, of any shares of any class of stock of Holdings or Company now or
hereafter outstanding, (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of Holdings or Company now or hereafter
outstanding, and (iv) any prepayment of principal of, premium, if any, or
interest on, or redemption, purchase, retirement, defeasance (including
in-substance or legal defeasance), sinking fund or similar payment with respect
to, any Subordinated Indebtedness.

     

    “Rho Entities” means,
collectively, Rho Capital Partners, its Affiliates (other than its portfolio
companies) and any investment funds advised or managed by any of the
foregoing.

     

    “Sale and Leaseback
Transaction” has the meaning assigned to that term in
subsection 7.13.

     

    “Second Priority” means, with respect to
any Lien purported to be created in any Collateral pursuant to any Collateral
Document, that (i) such Lien is perfected and has priority over any other Lien
on such Collateral (other than Liens permitted pursuant to clauses (i), (ii),
(iii), (iv) and (v) of subsection 7.2A) and (ii) such Lien is the only Lien
(other than Liens permitted pursuant to subsection 7.2A) to which such
Collateral is subject.

     

    “Secured Parties” means,
collectively, Administrative Agent, Collateral Agent, each other Agent, the
Lenders and each Swap Counterparty.

     

    “Securities” means any stock,
shares, partnership interests, voting trust certificates, certificates of
interest or participation in any profit-sharing agreement or arrangement,
options, warrants, bonds, debentures, notes, or other evidences of indebtedness,
secured or unsecured, convertible, subordinated, certificated or uncertificated,
or otherwise, or in general any instruments commonly known as “securities” or
any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

     

    “Securities Account” means an
account to which a financial asset is or may be credited in accordance with an
agreement under which the Person maintaining the account undertakes to treat the
Person for whom the account is maintained as entitled to exercise the rights
that comprise the financial asset.

     

    “Securities Act” means the
Securities Act of 1933, as amended from time to time, and any successor
statute.

     

    “Securitization” has the
meaning assigned to that term in subsection 10.19.

     

    “Security Agreement” means the
Second Lien Security Agreement executed and delivered on the Closing Date,
substantially in the form of Exhibit XIII annexed
hereto.

     

    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    “Solvent,” with respect to any
Person on a consolidated basis with its Subsidiaries, means that as of the date
of determination both (i) (a) the then fair saleable value of the property
of such Person is (1) greater than the total amount of liabilities
(including contingent liabilities) of such Person and (2) not less than the
amount that will be required to pay the probable liabilities on such Person’s
then existing debts as they become absolute and due considering all financing
alternatives and potential asset sales reasonably available to such Person;
(b) such Person’s capital is not unreasonably small in relation to its
business or any contemplated or undertaken transaction; and (c) such Person
does not intend to incur, or believe (nor should it reasonably believe) that it
will incur, debts beyond its ability to pay such debts as they become due; and
(ii) such Person is “solvent” within the meaning given that term and
similar terms under applicable laws relating to fraudulent transfers and
conveyances.  For purposes of this definition, the amount of any
contingent liability at any time shall be computed as the amount that, in light
of all of the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured
liability.

     

    “SPC” has the meaning assigned
to that term in subsection 10.1B(iii).

     

    “Specified Equity” means any
equity security (i) having no mandatory redemption, repurchase or similar
requirements (including at the option of the holders thereof) prior to
91 days after the last stated maturity date of the First Lien Indebtedness,
the Loans and the Holdings Senior PIK Indebtedness (unless such equity security
by its terms provides that such equity security shall not be required to be
repurchased unless permitted by this Agreement or unless the Loans and the
Holdings Senior PIK Indebtedness, as the case may be, has been repaid in full at
least 91 days prior to the date of such required repurchase), and (ii) upon
which all dividends or distributions (if any) required to be paid shall, prior
to 91 days after the last maturity date of the Loans and the Holdings
Senior PIK Indebtedness, at the option of the issuer, be payable solely in
additional shares of such equity security (or other equity securities meeting
the conditions specified in clauses (i) and (ii)).

     

    “Specified Equity Amount”
means, at any time (the “Reference Time”), an amount
equal to:

     

    (a)           the
net proceeds from any issuance of Specified Equity by Holdings from and
including the Business Day immediately following the Closing Date through and
including the Reference Time that are contributed to the common equity capital
of Company, minus

     

    (b)           the
sum, without duplication, of:

     

    (i)           the
aggregate amount of Investments made pursuant to subsection 7.3(xi)(b)(y)
following the Closing Date and prior to the Reference Time; and

     

    (ii)           the
aggregate amount of Consolidated Capital Expenditures made pursuant to the
second proviso of subsection 7.7 of the First Lien Credit Agreement following
the Closing Date and prior to the Reference Time.

     

    “Specified
Representations” means the
representations and warranties contained in subsections 5.1A(i), 5.2A, 5.2D,
5.8, 5.9, 5.15 and 5.19 hereof.

     

    “Subject Lender” has the
meaning assigned to that term in subsection 2.9.

     

    “Subordinated Indebtedness”
means any Indebtedness of any Loan Party incurred from time to time and
contractually subordinated in right of payment to the Obligations.

     


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    “Subsidiary” with respect to
any Person, means any corporation, partnership, trust, limited liability
company, association, Joint Venture or other business entity of which more than
50% of the total voting power of shares of stock or other ownership interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of the members of the Governing Body is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof.

     

    “Subsidiary Guarantor” means
any Guarantor other than Holdings.

     

    “Supplemental Collateral Agent”
and “Supplemental Collateral
Agents” each has the meaning assigned to that term in
subsection 9.1B.

     

    “Survey” means a survey of any
Mortgaged Property (and all improvements thereon) which is (a) (i) prepared
by a surveyor or engineer licensed to perform surveys in the jurisdiction where
such Mortgaged Property is located, (ii) dated (or redated) not earlier
than twelve months prior to the date of delivery thereof unless there shall have
occurred within twelve months prior to such date of delivery any exterior
construction on the site of such Mortgaged Property or any easement, right of
way or other interest in the Mortgaged Property has been granted or become
effective through operation of law or otherwise with respect to such Mortgaged
Property which, in either case, can be depicted on a survey, in which events, as
applicable, such survey shall be dated (or redated) after the completion of such
construction or if such construction shall not have been completed as of such
date of delivery, not earlier than 20 days prior to such date of delivery,
or after the grant or effectiveness of any such easement, right of way or other
interest in the Mortgaged Property, (iii) certified by the surveyor (in a
manner reasonably acceptable to Administrative Agent) to Administrative Agent,
Collateral Agent and the Title Company, (iv) complying in all respects with
the minimum detail requirements of the American Land Title Association as such
requirements are in effect on the date of preparation of such survey and
(v) sufficient for the Title Company to remove all standard survey
exceptions from the title insurance policy (or commitment) relating to such
Mortgaged Property and issue endorsements of the type required by subsection 6.9
or (b) otherwise reasonably acceptable to Collateral Agent.

     

    “Swap Counterparty” means any
Person that was a Lender or an Affiliate of a Lender on the Closing Date and
that has entered into a Hedge Agreement with Company or one of its Subsidiaries
or any other Person that was a Lender or an Affiliate of a Lender at the time
that it entered into a Hedge Agreement with Holdings, Company or one of its
Subsidiaries.

     

    “Synthetic Lease Obligation”
means the monetary obligation of a Person under (i) a so-called synthetic,
off-balance sheet or tax retention lease, or (ii) an agreement for the use
or possession of property creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such
Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).

     

    “TA Entities” means, collectively,
TA Associates, its Affiliates (other than its portfolio companies) and any
investment funds advised or managed by any of the foregoing.

     

    “Target” has the meaning
assigned to that term in the introduction to this Agreement.

     

    “Tax” or “Taxes” means any present or
future tax, levy, impost, duty, fee, assessment, deduction, withholding or other
charge of any nature and whatever called, imposed by any Government Authority
including any interest, penalties, additions to tax and any similar liabilities
with respect thereto.

     


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    

     

    “Term Loan Commitments” means
the sum of Tranche B Term Loan Commitments and the Tranche C Term Loan
Commitments.

     

    “Term Notes” means the Tranche
B Term Notes and the Tranche C Term Notes.

     

    “Title Company” means one or
more title insurance companies reasonably satisfactory to Administrative
Agent.

     

    “Title Policy” has the meaning
assigned to that term in subsection 6.9.

     

    “Total Assets” means the total
amount of all assets of Holdings and its Subsidiaries, as determined on a
consolidated basis in accordance with GAAP as determined from the most recent
balance sheet of Holdings.

     

     “Tranche B Term Loan
Commitment” means, for each Lender, such Lender’s commitment, if any, to
make a Tranche B Term Loan to Company pursuant to subsection 2.1A(i) in an
amount not to exceed the amount set forth opposite such Lender’s name under the
caption “Term Loan Commitment” on Schedule 2.1, and
“Tranche B Term Loan
Commitments” means such commitments of all Lenders in the
aggregate.  The aggregate amount of the Tranche B Term Loan
Commitments on the Closing Date is $30,000,000.

     

    “Tranche B Term Loans” means
the Loans made by Lenders to Company pursuant to
subsection 2.1A(i)(a).

     

    “Tranche B Term Notes” means
any promissory notes of Company issued pursuant to subsection 2.1D to
evidence the Tranche B Term Loans of any Lenders, substantially in the form of
Exhibit V-1
annexed hereto.

     

    “Tranche C PIK Loans” has the
meaning assigned to that term in subsection 2.2(A)(iii)(d).

     

     “Tranche C Term Loan
Commitment” means, for each Lender, such Lender’s commitment, if any, to
make a Tranche C Term Loan to Company pursuant to subsection 2.1A(i) in an
amount not to exceed the amount set forth opposite such Lender’s name under the
caption “Term Loan Commitment” on Schedule 2.1, and
“Tranche C Term Loan
Commitments” means such commitments of all Lenders in the
aggregate.  The aggregate amount of the Tranche C Term Loan
Commitments on the Closing Date is $35,000,000.

     

    “Tranche C Term Loans” means
the Loans made by Lenders to Company pursuant to
subsection 2.1A(i)(b).

     

    “Tranche C Term Notes” means
any promissory notes of Company issued pursuant to subsection 2.1D to
evidence the Tranche C Term Loans of any Lenders, substantially in the form of
Exhibit V-2
annexed hereto.

     

     “Transaction Costs” means the
fees, costs and expenses payable by Holdings and Company (x) on or prior to the
Closing Date or (y) to the extent of the types and not in excess of the amounts
set forth on Schedule
B, within nine months following the Closing Date, in each case, in
connection with the transactions contemplated by the Loan Documents, the Related
Agreements, the Merger Agreement and the Equity Contributions.

     

    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

     

    “UCC” means the Uniform
Commercial Code as in effect in any applicable jurisdiction.

     

    “Unasserted Obligations” means,
at any time, Obligations for taxes, costs, indemnifications, reimbursements,
damages and other liabilities (except for the principal of and interest on,
and fees relating to, any Indebtedness) in respect of which no claim or demand
for payment has been made (or, in the case of Obligations for indemnification,
no notice for indemnification has been issued by the Indemnitee) at such
time.

     

    “Wholly Owned Subsidiary” of
any Person means a Subsidiary of such Person, all of the Capital Stock of which
(other than directors’ qualifying shares or nominee or other similar shares
required pursuant to applicable law, including requirements of foreign
ownership) is owned by such Person or another Wholly Owned Subsidiary of such
Person.

     

    
      	
               
      

            	
              1.2

            	
              Accounting Terms;
      Utilization of GAAP for Purposes of Calculations Under Agreement;
      Financial Determinations.

            


    

     

    A.           Except
as otherwise expressly provided in this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to them in conformity
with GAAP.  Financial statements and other information required to be
delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii)
of subsection 6.1 shall be prepared in accordance with GAAP as in effect at
the time of such preparation.  Calculations in connection with the
definitions, covenants and other provisions of this Agreement shall utilize GAAP
as in effect on the date of determination, applied in a manner consistent with
that used in preparing the financial statements referred to in
subsection 5.3.  If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and Company, Administrative Agent or Requisite Lenders shall so
request, Administrative Agent, Lenders and Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of Requisite Lenders);
provided that,
until so amended,(i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) Company shall provide
to Administrative Agent and Lenders reconciliation statements between
calculations of such ratio or requirement made before and after giving effect to
such change in GAAP.

     

    B.           As
of any date of determination, for purposes of determining the Consolidated
Leverage Ratio (and any financial calculations required to be made or included
within such ratios), the calculation of such ratios and other financial
calculations shall include or exclude, as the case may be, the effect of any
Material Acquisitions and Material Dispositions by Company or any of its
Subsidiaries pursuant to the terms hereof (including through mergers or
consolidations) occurring as of or prior to such date of determination, as
determined by Company on a pro forma basis in
accordance with GAAP, which determination may include one-time adjustments or
reductions in costs, if any, directly attributable to any such Material
Disposition or Material Acquisition, as the case may be, in each case calculated
in accordance with Regulation S-X of the Securities Act and any successor
statute (and, additionally, calculated to give effect to actions taken or to be
taken by Company and its Subsidiaries within six months after the date of such
Material Acquisition or Material Disposition and based on Company’s good faith
estimates of the impact of such actions; provided that
(i) such actions have been disclosed in writing to Administrative Agent
pursuant to an Officer’s Certificate and (ii) such actions are actually taken no
later than six months following the date of such Material Acquisition or
Material Disposition), giving effect to any such Material Acquisition or
Material Disposition as if it had occurred on the first day of such Reference
Period.

     

    C.           For
purposes of subsection 7.1, subsection 7.2 and subsection 7.3, in determining
the amount of any Indebtedness, obligation secured by a Lien or Investment,
respectively, that is outstanding in any currency other than Dollars, the amount
of such Indebtedness, obligation or Investments (and the amount of all other
Indebtedness, obligations secured by Liens and Investments) shall be calculated
based on the date of incurrence, granting or making thereof, and Company and its
Subsidiaries shall not be deemed to have violated any covenant set forth in
Section 7 solely as a result of currency fluctuations occurring after the date
any Indebtedness is incurred, Lien is granted or Investment is made if such
action was permitted on the date taken.

     

    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.3

            	
              Other Definitional
      Provisions and Rules of
Construction.

            


    

     

    A.           Any
of the terms defined herein may, unless the context otherwise requires, be used
in the singular or the plural, depending on the reference.

     

    B.           References
to “Sections” and “subsections” shall be to Sections and subsections,
respectively, of this Agreement unless otherwise specifically
provided.  Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive
effect.

     

    C.           The
use in any of the Loan Documents of the word “include” or “including,” when
following any general statement, term or matter, shall not be construed to limit
such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not
non-limiting language (such as “without limitation” or “but not limited to” or
words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that fall within the broadest
possible scope of such general statement, term or matter.

     

    D.           Unless
otherwise expressly provided herein, references to Organizational Documents,
Contractual Obligations (including the Loan Documents) and other agreements
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto.

     

    E.           When
the performance of any covenant (other than covenants measuring financial
performance), duty or obligation is required on a day which is not a Business
Day, the date of such performance shall extend to the immediately succeeding
Business Day and such extension of time shall be reflected in computing
fees.

     

    F.           Any
provision of this Agreement requiring Company or any of its Subsidiaries to use
“commercially reasonable efforts” (or any substantially similar standard) to
achieve an objective shall in no event be construed to require Company or any of
its Subsidiaries to pay any consent fees or to surrender any material
contractual rights to achieve such objective.

     

    Section
2.                      AMOUNTS
AND TERMS OF COMMITMENTS AND LOANS

     

    
      	
               
      

            	
              2.1

            	
              Commitments; Making of
      Loans; the Register; Optional
Notes.

            


    

     

    A.           Commitments.  Subject
to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Company herein set forth, each Lender hereby
severally agrees to make the Loans as described in subsections 2.1A(i) and
2.1A(ii).

     

    (i)       Loans.

     

    (a)           Each
Lender that has a Tranche B Term Loan Commitment severally agrees to lend to
Company on the Closing Date an amount equal to its Pro Rata Share of the
aggregate amount of the Tranche B Term Loan Commitments to be used for the
purposes identified in subsection 2.5A.  Each Lender’s Tranche B Term
Loan Commitment shall expire immediately and without further action on the
Closing Date at 5:00 p.m. (New York City time) if the Tranche B Term Loans are
not made on or before that date.  Company may make only one borrowing
under the Tranche B Term Loan Commitments.  Amounts borrowed under
this subsection 2.1A(i) and subsequently repaid or prepaid may not be
reborrowed.

     

    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    

     

    (b)           Each
Lender that has a Tranche C Term Loan Commitment severally agrees to lend to
Company on the Closing Date an amount equal to its Pro Rata Share of the
aggregate amount of the Tranche C Term Loan Commitments to be used for the
purposes identified in subsection 2.5A.  Each Lender’s Tranche C Term
Loan Commitment shall expire immediately and without further action on the
Closing Date at 5:00 p.m. (New York City time) if the Tranche C Term Loans are
not made on or before that date.  Company may make only one borrowing
under the Tranche C Term Loan Commitments.  Amounts borrowed under
this subsection 2.1A(i) and subsequently repaid or prepaid may not be
reborrowed.

     

    Borrowing
Mechanics.  Loans made as Base Rate Loans on the Closing Date
shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000
in excess of that amount.  Loans made as Eurodollar Rate Loans with a
particular Interest Period shall be in an aggregate minimum amount of $1,000,000
and multiples of $500,000 in excess of that amount.  Company shall
deliver to Administrative Agent a duly executed Notice of Borrowing no later
than 11:00 A.M. (New York City time) at least three Business Days in advance of
the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least
one Business Day in advance of the proposed Funding Date (in the case of a Base
Rate Loan).  Loans may be continued as or converted into Base Rate
Loans and Eurodollar Rate Loans in the manner provided in subsection
2.2D.

     

    Except as
otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for
a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be
irrevocable and Company shall be bound to make a borrowing in accordance
therewith.

     

    Notwithstanding
the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans with
an Interest Period longer than one month may be made and no Base Rate Loan may
be converted into a Eurodollar Rate Loan with an Interest Period longer than one
month until the earlier of the 90th day after the Closing Date and the date
specified by Administrative Agent to Company on which the primary syndication of
the Loans has been completed, with the first such Interest Period to begin not
sooner than three Business Days (nor later than five Business Days) after the
Closing Date and with any subsequent Interest Periods to begin on the last day
of the prior one-month Interest Period theretofore in effect.

     

    B.           Disbursement of
Funds.  The Loans under this Agreement shall be made by Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being
understood that neither Administrative Agent nor any Lender shall be responsible
for any default by any other Lender in that other Lender’s obligation to make a
Loan requested hereunder nor shall the Pro Rata Share of any Lender be increased
or decreased as a result of a default by any other Lender in that other Lender’s
obligation to make a Loan requested hereunder.  Promptly after receipt
by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B,
Administrative Agent shall notify each Lender of the proposed
borrowing.  Each such Lender shall make the amount of its Loan
available to Administrative Agent at the Funding and Payment Office not later
than 12:00 Noon (New York City time) on the Closing Date, in same day funds
in Dollars.  Upon satisfaction or waiver of the conditions precedent
specified in subsections 4.1 and 4.2, Administrative Agent shall make the
proceeds of such Loans available to Company on the Closing Date by causing an
amount of same day funds in Dollars, equal to the proceeds of all such Loans
received by Administrative Agent from Lenders to be credited to the account
designated by Company in the Notice of Borrowing.

     

    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    

     

    Unless
Administrative Agent shall have been notified by any Lender prior to the Closing
Date for any Loans that such Lender does not intend to make available to
Administrative Agent the amount of such Lender’s Loan requested on the Closing
Date, Administrative Agent may assume that such Lender has made such amount
available to Administrative Agent on the Closing Date and Administrative Agent
may, in its sole discretion, but shall not be obligated to, make available to
Company a corresponding amount on the Closing Date.  If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from the Closing Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate.  If such Lender does not pay such corresponding amount
forthwith upon Administrative Agent’s demand therefor, Administrative Agent
shall promptly notify Company and Company shall immediately pay such
corresponding amount to Administrative Agent together with interest thereon, for
each day from the Closing Date until the date such amount is paid to
Administrative Agent, at the rate payable under this Agreement for Base Rate
Loans.  Nothing in this subsection 2.1C shall be deemed to relieve any
Lender from its obligation to fulfill its Commitments hereunder or to prejudice
any rights that Company may have against any Lender as a result of any default
by such Lender hereunder.

     

    C.           The
Register.  Administrative Agent, acting for these purposes
solely as an agent of Company (it being acknowledged that Administrative Agent,
in such capacity, and its officers, directors, employees, agent and affiliates
shall constitute Indemnitees under subsection 10.3), shall maintain (and make
available for inspection by Company, Guarantors and Lenders upon reasonable
prior notice at reasonable times, provided that a
Lender shall only be entitled to inspect its own entry in the Register and not
that of any other Lender) at its address referred to in subsection 10.8 a copy
of each Assignment Agreement delivered to it and accepted by it as provided in
subsection 10.1B(ii) and a register for the recordation of, and shall record,
the names and addresses of Lenders and the respective amounts of the Loans of
each Lender from time to time (the “Register”).  Company,
Administrative Agent and Lenders shall, absent manifest error, deem and treat
the Persons listed as Lenders in the Register as the holders and owners of the
corresponding Loans listed therein for all purposes hereof, notwithstanding
notice to the contrary; all amounts owed with respect to any Loan shall be owed
to the Lender listed in the Register as the owner thereof; and any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is listed in the Register as a Lender shall be
conclusive and binding on any subsequent holder, assignee or transferee of the
corresponding Loans.  Each Lender shall record on its internal records
the amount of its Loans and each payment in respect hereof, and any such
recordation shall be prima facie evidence of the matters recorded, subject to
the entries in the Register, which shall, absent manifest error, govern in the
event of any inconsistency with any Lender’s records.  Failure to make
any recordation in the Register or in any Lender’s records, or any error in such
recordation, shall not affect any Loans or any Obligations in respect of any
Loans.

     

    D.           Optional Notes.  If
so requested by any Lender by written notice to Company (with a copy to
Administrative Agent) at least two Business Days prior to the Closing Date or at
any time thereafter, Company shall execute and deliver to such Lender (and/or,
if applicable and if so specified in such notice, to any Person who is an
assignee of such Lender pursuant to subsection 10.1) on the Closing Date
(or, if such notice is delivered after the second Business Day preceding the
Closing Date, promptly after Company’s receipt of such notice) a promissory note
or promissory notes to evidence such Lender’s Loan, substantially in the form of
Exhibit V
annexed hereto, with appropriate insertions.


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.2

            	
              Interest on the
      Loans.

            


    

     

    A.           Rate of
Interest.  Subject to the provisions of subsections 2.6 and
2.7, each Loan shall bear interest on the unpaid principal amount thereof from
the date made to, but excluding, maturity (whether by acceleration or otherwise)
at a rate determined by reference to the Base Rate or the Eurodollar
Rate.  The applicable basis for determining the rate of interest with
respect to any Loan shall be selected by Company initially at the time a Notice
of Borrowing is given with respect to such Loan pursuant to subsection 2.1B
(subject to the last sentence of subsection 2.1B), and the basis for
determining the interest rate with respect to any Loan may be changed from time
to time pursuant to subsection 2.2D (subject to the last sentence of
subsection 2.1B).  If on any day a Loan is outstanding with
respect to which notice has not been delivered to Administrative Agent in
accordance with the terms of this Agreement specifying the applicable basis for
determining the rate of interest, then for that day that Loan shall bear
interest determined by reference to the Base Rate.

     

    Subject
to the provisions of subsections 2.2E, 2.2G and 2.7,

     

    (i)           the
Tranche B Term Loans shall bear interest through maturity at a rate of 11.00%
per annum:

     

    (ii)          the
Tranche C Term Loans shall bear interest through maturity as
follows:

     

    (a)          if
a Base Rate Loan, then at the sum of the Base Rate plus 4.75% per annum;
or

     

    (b)          if
a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus 5.75% per
annum;

     

    plus, in the case of
the portion of the principal amount of Tranche C Term Loans for which a PIK
Election has been made, the PIK Margin.

     

    (iii)           (a)           Company
may elect for 0% (the “Cash
Election”), 50% (the “50% PIK Election”) or 100%
(the “100% PIK
Election”) of the interest in respect of the Tranche C Term Loans to be
payable in kind, capitalized, compounded and added to the unpaid principal
amount of the Tranche C Term Loans on the applicable Interest Payment Date (the
“PIK
Interest”).

     

    (b)           With
respect to each Interest Payment Date for each Tranche C Term Loan borrowing,
Company shall notify Administrative Agent of its Election by delivery of an
Election Notice to Administrative Agent substantially in the form of Exhibit XV annexed
hereto not later than five Business Days prior to the Interest Payment Date
preceding the Interest Payment Date for which such Election is
made.  If Company fails to timely deliver an Election Notice in
respect of any Interest Payment Date for any Tranche C Term Loan borrowing, it
shall be deemed to have elected the Cash Election.  If any Tranche C
Term Loan borrowing is converted to a borrowing of a different type between
Interest Payment Dates, the Election in effect with respect to the borrowing
being converted shall remain in effect with respect to the resulting
borrowing.  Any Election shall apply to all outstanding Tranche C Term
Loans.

     

    (c)           Company
shall be deemed to have elected the Cash Election with respect to the first
Interest Payment Date following the Closing Date with respect to all Tranche C
Term Loan borrowings.

     

    (d)           Amounts
representing the PIK Interest (“Tranche C PIK Loans”) shall be
treated as Tranche C Term Loans for purposes of this Agreement and shall bear
interest in accordance with this subsection 2.2. The obligation of Company to
pay all such PIK Interest so added shall be automatically evidenced by any Notes
issued to the Lenders.

     

    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    

     

    B.           Interest
Periods.  In connection with each Eurodollar Rate Loan, Company
may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
“Interest Period”) to be
applicable to such Loan, which Interest Period shall be, at Company’s option,
either a one (or less than one month if permitted by Administrative Agent in its
sole discretion), two, three or six month period or, to the extent available to
all Lenders of the applicable Class, a nine or twelve month period; provided
that:

     

    (i)          
the initial Interest Period for any Eurodollar Rate Loan shall commence on the
Closing Date, in the case of a Loan initially made as a Eurodollar Rate Loan, or
on the date specified in the applicable Notice of Conversion/Continuation, in
the case of a Loan converted to a Eurodollar Rate Loan;

     

    (ii)          
in the case of immediately successive Interest Periods applicable to a
Eurodollar Rate Loan continued as such pursuant to a Notice of
Conversion/Continuation, each successive Interest Period shall commence on the
day on which the next preceding Interest Period expires;

     

    (iii)          if
an Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day; provided that, if any
Interest Period would otherwise expire on a day that is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the next preceding Business
Day;

     

    (iv)          any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (v) of this
subsection 2.2B, end on the last Business Day of a calendar
month;

     

    (v)           no
Interest Period with respect to any portion of the Loans shall extend beyond the
Maturity Date;

     

    (vi)          there
shall be no more than 12 Interest Periods outstanding at any time;
and

     

    (vii)         in
the event Company fails to specify an Interest Period for any Eurodollar Rate
Loan in the applicable Notice of Borrowing or Notice of Conversion/Continuation,
Company shall be deemed to have selected an Interest Period of one
month.

     

    C.           Interest
Payments.  Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity).

     

    D.           Conversion or
Continuation.  Subject to the provisions of
subsection 2.6, Company shall have the option (i) to convert at any
time all or any part of its outstanding Loans equal to $1,000,000 and multiples of
$500,000 in excess of that amount from Loans bearing interest at a rate
determined by reference to one basis to Loans bearing interest at a rate
determined by reference to an alternative basis or (ii) upon the expiration
of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or
any portion of such Loan equal to $1,000,000 and multiples of $500,000 in excess
of that amount as a Eurodollar Rate Loan; provided, however, that a
Eurodollar Rate Loan may only be converted into a Base Rate Loan on the
expiration date of an Interest Period applicable thereto.

     

    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    

     

    Company
shall deliver a duly executed Notice of Conversion/Continuation to
Administrative Agent no later than 11:00 a.m. (New York City time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan) and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan).  In lieu of delivering a
Notice of Conversion/Continuation, Company may give Administrative Agent
telephonic notice by the required time of any proposed conversion/continuation
under this subsection 2.2D; provided that such
notice shall be promptly confirmed in writing by delivery of a duly executed
Notice of Conversion/Continuation to Administrative Agent on or before the
proposed conversion/continuation date.  Administrative Agent shall
notify each Lender of any Loan subject to a Notice of
Conversion/Continuation.

     

    Except as
otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of
Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate
Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company
shall be bound to effect a conversion or continuation in accordance
therewith.

     

    E.           Default Rate.  If
all or a portion of the principal amount of any Loan or any interest
payable thereon or other amounts owing under this Agreement shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), any
such overdue principal and, to the extent permitted by applicable law, any
overdue interest or such other amount, shall bear interest at a rate per annum equal to the
greater of (i) the rate for Base Rate Loans described in subsection 2.2A plus 2% or
(ii) (x) in the case of overdue principal, the rate that would otherwise be
applicable to such Loans pursuant to subsection 2.2A plus 2% or
(y) in the case of any overdue interest or such other amount, the rate
determined pursuant to clause (x) in each case from the date of such non-payment
to the date on which such amount is paid in full (after as well as before
judgment).

     

    F.           Computation of
Interest.  Interest on the Loans shall be computed on the basis
of a 360-day year, in each case for the actual number of days elapsed in the
period during which it accrues; provided that, in the
case of interest on Base Rate Loans, interest shall be computed based on the
number of days elapsed in a year of 365 or 366 days, as
appropriate.  In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided that if a
Loan is repaid on the same day on which it is made, one day’s interest shall be
paid on that Loan.

     

    G.           Maximum
Rate.  Notwithstanding the foregoing provisions of this
subsection 2.2, in no event shall the rate of interest payable by Company
with respect to any Loan exceed the maximum rate of interest permitted to be
charged under applicable law.

     

    
      	
               
      

            	
              2.3

            	
              Fees.

            


    

     

    Company
agrees to pay to Administrative Agent, Collateral Agent and the Arrangers such
fees in the amounts and at the times separately agreed upon between Company and
Administrative Agent, Collateral Agent and the Arrangers,
respectively.


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.4

            	
              Repayments and
      Prepayments; General Provisions Regarding Payments; Application of
      Proceeds of Collateral and Payments Under
  Guaranty.

            


    

     

    A.           Scheduled Payments of
Loans.  The Loans and all other amounts owed hereunder with
respect to the Loans shall be paid in full no later than the Maturity
Date.

     

    B.           Prepayments.

     

    (i)       Voluntary
Prepayments.  Subject to subparagraph (ii) below, Company may,
upon not less than one Business Day’s prior written or telephonic notice, in the
case of Base Rate Loans, and three Business Days’ prior written or telephonic
notice, in the case of Eurodollar Rate Loans, in each case given to
Administrative Agent by 1:00 p.m. (New York City time) on the date required and,
if given by telephone, promptly confirmed in writing to Administrative Agent,
who will promptly notify each Lender whose Loans are to be prepaid of such
prepayment, at any time and from time to time prepay the Loans on any Business
Day in whole or in part in an aggregate minimum amount of $1,000,000 and
multiples of $500,000 in excess of that amount.  All written notices
delivered pursuant to this subsection 2.4B(i) shall be in the form of a Notice
of Prepayment and all notices whether written or telephonic delivered pursuant
to this subsection 2.4B(i) shall be irrevocable, and once given as aforesaid,
the principal amount of the Loans specified in such notice shall become due and
payable on the prepayment date specified therein; provided that if
notice is given in connection with the refinancing of the Loans with the
proceeds of Indebtedness (other than the Loans) or in connection with a
transaction that would result in a Change in Control and, in either case, such
transaction does not close, such notice shall be revocable and the amounts
specified therein shall not be due and payable except for any amounts payable as
a result thereof pursuant to subsection 2.6D.  Any such voluntary
prepayment shall be applied as specified in subsection 2.4B(iv).

     

    (ii)       Prepayment
Premium.  In the event that the Loans are voluntarily prepaid
or refinanced in whole or in part on or prior to the second anniversary of the
Closing Date, Company shall pay Lenders a prepayment premium equal to the
percentage set forth below opposite the period in which prepayment shall occur
multiplied by the principal amount of the Loans being prepaid.  Loans
may be prepaid without prepayment premium after the second anniversary of the
Closing Date.

     

    
      
        
          
            
              	
                      Period

                    	
                      Percentage

                    
	 	 
	
                      On
      or prior to the first anniversary of the Closing Date

                    	
                      2.00%

                    
	 	 
	
                      Following
      the first anniversary of the Closing Date, but on or prior to the second
      anniversary of the Closing Date

                    	
                      1.00%

                    


            

          

        

      

    

     

    (iii)       Mandatory
Prepayments.  On and after the First Lien Term Loan Discharge
(but only so long as no Potential Event of Default or Event of Default (each as
defined in the First Lien Credit Agreement) shall have occurred and be
continuing with respect to the Revolving Loans (as defined under the First Lien
Credit Agreement)), subject to subsection 2.4B(iii)(e), the Loans shall be
prepaid in the amounts and under the circumstances (including the giving of the
Notice of Prepayment and Officer’s Certificate required by subsection
2.4B(iii)(e)), set forth below, all such prepayments to be applied as set forth
below or as more specifically provided in subsection 2.4B(iv) and in subsection
2.4D:

     

    (a)        Prepayments from Net Asset
Sale Proceeds.  No later than the fifth Business Day after the
date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale
Proceeds in respect of any Asset Sale, Company shall (1) prepay the Loans at par
in an aggregate amount equal to such Net Asset Sale Proceeds less the amount
reinvested pursuant to clause (2) below or (2) so long as no Event of Default
shall have occurred and be continuing, reinvest within 365 days of such date of
receipt all or a portion of such Net Asset Sale Proceeds in equipment or other
assets used in the business of any of the Loan Parties.  In addition,
Company shall, no later than 365 days after any Loan Party’s receipt of such Net
Asset Sale Proceeds that have not theretofore been applied to the Obligations or
that have not been so reinvested as provided above, make an additional
prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds;
provided that,
if Company shall have contractually committed to reinvest any Net Asset Sale
Proceeds during such 365 day period, Company shall have until the later of (x)
365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days
from the date of such contractual commitment, to reinvest such Net Asset Sale
Proceeds and Company shall make an additional prepayment of Loans, with any Net
Asset Sale Proceeds not reinvested as of such date.


    
      
         


      

      
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    (b)        Prepayments from Net
Insurance/Condemnation Proceeds.  No later than the fifth
Business Day following the date of receipt by Administrative Agent or by
Holdings or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds
that are required to be applied to prepay the Loans pursuant to the provisions
of subsection 6.4C, Company shall (1) prepay the Loans at par in an
aggregate amount equal to the amount of such Net Insurance/Condemnation Proceeds
less the amount reinvested pursuant to clause (2) below or (2) so long as
no Event of Default shall have occurred and be continuing, reinvest within 365
days of such date of receipt such Net Insurance/Con­dem­na­tion
Proceeds in equipment or other assets used in the business of any of the Loan
Parties.  In addition, Company shall, no later than 365 days after any
Loan Party’s or Subsidiary’s receipt of such Net Insurance/Condemnation Proceeds
that have not theretofore been applied to the Obligations or that have not been
so reinvested as provided above, make an additional prepayment of the Loans in
the full amount of all such Net Insurance/Con­dem­na­tion Proceeds;
provided that,
if Company shall have contractually committed to reinvest any Net Insurance/​Condemnation
Proceeds during such 365 day period, Company shall have until the later of (x)
365 days from the date of receipt of Net Insurance/Condemnation Proceeds and (y)
180 days from the date of such contractual commitment to reinvest such Net
Insurance/Con­dem­na­tion Proceeds and Company shall
make an additional prepayment of Loans with any Net Insurance/Proceeds
not reinvested as of such date.

     

    (c)        Prepayments Due to Issuance
of Indebtedness.  No later than the third Business Day after
the date of receipt of the Net Securities Proceeds from the issuance of any
Indebtedness of Holdings or any of its Subsidiaries after the Closing Date,
other than Indebtedness permitted pursuant to subsection 7.1, Company shall
prepay the Loans at par in an aggregate amount equal to such Net Securities
Proceeds.

     

    (d)        Prepayments from
Consolidated Excess Cash Flow.  In the event that there shall
be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal
Year 2008), Company shall, no later than 105 days after the end of such Fiscal
Year, prepay the Loans at par in an aggregate amount equal to 50% of such
Consolidated Excess Cash Flow; provided that, so
long as no Event of Default shall have occurred and be continuing, for any
Fiscal Year in which the Consolidated Leverage Ratio (determined by reference to
the Compliance Certificate for such Fiscal Year delivered pursuant to subsection
6.1(iv) calculating the Consolidated Leverage Ratio) shall be less than
4.50:1.00 but greater than or equal to 3.25:1.00, Company shall only be required
to make the prepayments otherwise required hereby in an amount equal to 25% of
such Consolidated Excess Cash Flow, and during any period in which the
Consolidated Leverage Ratio shall be less than 3.25:1.00, Company shall no
longer be required to make the prepayments otherwise required by this subsection
2.4B(iii)(d).  Notwithstanding the foregoing, the amount of Loans
required to be repaid pursuant to this clause (d) for any Fiscal Year shall be
reduced on a dollar for dollar basis by the amount of optional prepayments of
Loans made pursuant to this subsection 2.4B during such Fiscal Year (or, without
duplication of any amount which would reduce the amount of Loans required to be
repaid pursuant to this clause (d) for the next Fiscal Year, any prepayments of
Loans made pursuant to this subsection 2.4B following the last day of such
Fiscal Year and prior to that date of required prepayment pursuant to this
clause (d) for such Fiscal Year).

     


    
      
         


      

      
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    (e)        Prepayment Events Under the
First Lien Credit Agreement; Calculations of Net Proceeds Amounts; Additional
Prepayments Based on Subsequent Calculations.  If amounts
required to be prepaid pursuant to subsections 2.4B(iii)(a)-(d)  are
also required to be applied to prepay First Lien Indebtedness under the First
Lien Credit Agreement (including, without limitation, because a potential event
of default or event of default is continuing thereunder, whether or not a First
Lien Term Loan Discharge has occurred), then the amount of the mandatory
prepayment required by this subsection 2.4B(iii) shall be reduced by the amount
so used to prepay First Lien Indebtedness.  Company shall provide
Administrative Agent with not less than one Business Day’s prior written notice
by delivery of a Notice of Prepayment or prior telephonic notice promptly
confirmed in writing by the delivery of a Notice of Prepayment, of any
prepayment of the Loans pursuant to subsections
2.4B(iii)(a)-(d).  Such written or telephonic notice shall be
irrevocable and Company shall be bound to make the mandatory prepayment
referenced in such notice on the date indicated in such notice; provided that if
notice is given in connection with the refinancing of the Loans with the
proceeds of Indebtedness (other than the Loans) or in connection with a
transaction that would result in a Change in Control and, in either case, such
transaction does not close, such notice shall be revocable (without penalty) and
the amounts specified therein shall not be due and
payable.  Administrative Agent shall promptly notify each Lender of
such prepayment and of the amount of the prepayment proposed to be applied to
such Lender’s Loans.  Concurrently with any prepayment of the Loans
pursuant to subsections 2.4B(iii)(a)-(d), Company shall deliver to
Administrative Agent an Officer’s Certificate demonstrating the calculation of
the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation
Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case
may be, that gave rise to such prepayment.  In the event that Company
shall subsequently determine that the actual amount was greater than the amount
set forth in such Officer’s Certificate, Company shall promptly make an
additional prepayment of the Loans in an amount equal to the applicable
percentage of such excess amount and Company shall concurrently therewith
deliver to Administrative Agent an Officer’s Certificate demonstrating the
derivation of the additional amount resulting in such excess.

     

    (f)         Offer to Purchase Upon a
Change in Control.  Company shall (1) prior to or concurrently
with the occurrence of a Change in Control, make an offer to all Lenders to
prepay all Loans pursuant to a Change in Control Offer at a purchase price in
cash equal to 101% of the principal amount thereof, plus any accrued and unpaid
interest to the Change in Control Payment Date, and (2) on the Change in Control
Payment Date, prepay all the Loans of all Lenders properly accepting such offer
of prepayment in accordance with such Change in Control Offer at a purchase
price in cash equal to 101% of the principal amount thereof, plus any accrued
and unpaid interest to the Change in Control Payment Date.

     

    (iv)       Application of
Prepayments.

     

    (a)       
Application of
Voluntary Prepayments.  Any voluntary prepayments pursuant to
subsection 2.4B(i) shall be applied as specified by Company in the applicable
Notice of Prepayment; provided that, in the
event Company fails to specify the Loans to which any such prepayment shall be
applied, except as provided in subsection 2.4D any voluntary prepayments shall
be applied on a pro rata basis between the Tranche B Term Loans and Tranche C
Term Loans.


    
      
         


      

      
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    (b)       
Application of
Mandatory Prepayments of Type of Loans.  Except as provided in
subsection 2.4D, any amount required to be applied as a mandatory prepayment of
the Loans pursuant to subsections 2.4B(iii)(a)-(e) shall be applied on a pro
rata basis between the Tranche B Term Loans and Tranche C Term
Loans.

     

    (c)       
Application of
Prepayments to Base Rate Loans and Eurodollar Rate Loans.  Any
prepayment of Tranche C Term Loans shall be applied first to Base Rate Loans to
the full extent thereof before application to Eurodollar Rate Loans, in each
case in a manner that minimizes the amount of any payments required to be made
by Company pursuant to subsection 2.6D.

     

    (v)       All
amounts prepaid pursuant to this subsection 2.4 shall be made without premium or
penalty, except for any amounts payable pursuant to subsection 2.4B(ii) and
subsection 2.6D.

     

    C.           General Provisions Regarding
Payments.

     

    (i)       Manner and Time of
Payment.  All payments by Company of principal, interest,
prepayment premiums, fees and other Obligations shall be made in Dollars in same
day funds, without defense, set-off or counterclaim, free of any restriction or
condition, and delivered to Administrative Agent not later than 12:00 Noon (New
York City time) on the date due at the Funding and Payment Account for the
account of Lenders; funds received by Administrative Agent after that time on
such due date shall be deemed to have been paid by Company on the next
succeeding Business Day.  Company hereby authorizes Administrative
Agent to charge its accounts with Administrative Agent in order to cause timely
payment to be made to Administrative Agent of all principal, interest,
prepayment premiums, fees and expenses due hereunder (subject to sufficient
funds being available in its accounts for that purpose).

     

    (ii)       Application of Payments to
Principal and Interest.  All payments in respect of the
principal amount of any Loan shall include payment of accrued interest on the
principal amount being repaid or prepaid and any prepayment premium thereon, and
all such payments shall be applied to the payment of interest before application
to principal.

     

    (iii)       Apportionment of
Payments.  Aggregate principal and interest and prepayment
premium payments (including prepayments) in respect of Loans shall be
apportioned among all outstanding Loans to which such payments relate, in each
case proportionately to Lenders’ respective Pro Rata
Shares.  Administrative Agent shall promptly distribute to each
Lender, at the account specified in the payment instructions delivered to
Administrative Agent by such Lender, its Pro Rata Share of all such payments
received by Administrative Agent when received by Administrative
Agent.  Notwithstanding the foregoing provisions of this subsection
2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of
Conversion/Continuation is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning interest payments received thereafter.

     

    (iv)       Payments on Business
Days.  Whenever any payment to be made hereunder shall be
stated to be due on a day that is not a Business Day, such payment shall be made
on the next preceding Business Day.

     

    D.           Application of Proceeds of Collateral
and Payments After Event of Default.  Subject to the provisions
of the Intercreditor Agreement, upon the occurrence and during the continuation
of an Event of Default, if requested by Requisite Lenders, or upon acceleration
of the Obligations pursuant to Section 8, (a) all payments received by
Administrative Agent or Collateral Agent, whether from Company or any Guarantor
or otherwise, and (b) all proceeds received by Collateral Agent in respect
of any sale of, collection from, or other realization upon all or any part of
the Collateral under any Collateral Document shall be applied in full by
Collateral Agent in the following order of priority:

     

    
      
         


      

      
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    (i)       to
the payment of all costs and expenses of such sale, collection or other
realization, all other reasonable and documented out-of-pocket expenses,
liabilities and advances made or incurred by Administrative Agent and Collateral
Agent in connection therewith, and all amounts for which Administrative Agent
and Collateral Agent are entitled to compensation (including the fees described
in subsection 2.3), reimbursement and indemnification under any Loan
Document and all advances made by Administrative Agent and Collateral Agent
thereunder for the account of the applicable Loan Party, and to the payment of
all reasonable and documented out-of-pocket costs and expenses paid or incurred
by Administrative Agent in connection with the Loan Documents in its capacity as
Administrative Agent and Collateral Agent, all in accordance with subsections
9.4, 10.2 and 10.3 and the other terms of this Agreement and the Loan
Documents;

     

    (ii)       thereafter,
pro rata to the payment of all other Obligations and obligations of Loan Parties
under any Hedge Agreement between a Loan Party and a Swap Counterparty for the
ratable benefit of the holders thereof (subject to the provisions of
subsection 2.4C(ii) hereof); and

     

    (iii)       thereafter,
to the payment to or upon the order of such Loan Party or to whosoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.

     

    
      	
               
      

            	
              2.5

            	
              Use of
      Proceeds.

            


    

     

    A.           Loans.  The proceeds
of the Loans shall be applied by Company to fund in part the Acquisition
Financing Requirements.

     

    B.           Margin
Regulations.  No portion of the proceeds of any borrowing under
this Agreement shall be used by Company or any of its Subsidiaries in any manner
that would cause the borrowing or the application of such proceeds to violate
Regulation U, Regulation T or Regulation X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board, in each case as in
effect on the date or dates of such borrowing and such use of
proceeds.

     

    
      	
               
      

            	
              2.6

            	
              Special Provisions
      Governing Eurodollar Rate
Loans.

            


    

     

    Notwithstanding
any other provision of this Agreement to the contrary, the following provisions
shall govern with respect to Eurodollar Rate Loans as to the matters
covered:

     

    A.           Determination of Applicable Interest
Rate.  On each Interest Rate Determination Date, Administrative
Agent shall determine in accordance with the terms of this Agreement (which
determination shall, absent manifest error, be conclusive and binding upon all
parties) the interest rate that shall apply to the Eurodollar Rate Loans for
which an interest rate is then being determined for the applicable Interest
Period and shall promptly give notice thereof (in writing or by telephone
confirmed in writing) to Company and each applicable Lender.

     

    B.           Inability To Determine Applicable
Interest Rate.  In the event that Administrative Agent shall
reasonably have determined (which determination shall be conclusive and binding
upon all parties hereto), on any Interest Rate Determination Date, that by
reason of circumstances affecting the London interbank market adequate and fair
means do not exist for ascertaining the interest rate applicable to such Loans
on the basis provided for in the definition of Eurodollar Rate, Administrative
Agent shall on such date give notice (by telefacsimile or by telephone confirmed
in writing) to Company and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, Eurodollar Rate Loans until such time as
Administrative Agent notifies Company and Lenders that the circumstances giving
rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice
of Conversion/Continuation given by Company with respect to the Loans in respect
of which such determination was made shall be deemed to be for a Base Rate
Loan.

     

    
      
         


      

      
        -40-

        
          

        

      

      
         


      

    

     

    C.           Illegality or Impracticability of
Eurodollar Rate Loans.  In the event that on any date
(i) any Lender shall have determined (which determination shall be
conclusive and binding upon all parties hereto but shall be made only after
consultation with Company and Administrative Agent) that the making, maintaining
or continuation of its Eurodollar Rate Loans has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
that would be complied with generally by similarly situated banks acting
reasonably even though the failure to comply therewith would not be unlawful) or
(ii) Administrative Agent is advised by the Requisite Lenders or the
Requisite Class Lenders that as a result of circumstances arising after the
Closing Date the Eurodollar Rate for such Interest Period will not adequately
and fairly reflect the cost to such Lenders (the “Affected Lenders”) of making
or maintaining their Loans included in such borrowing for such Interest Period,
Administrative Agent shall promptly notify each other Lender of the receipt of
such notice.  Thereafter (a) the obligation of the Affected Lender to
make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended
until such notice shall be withdrawn by the Affected Lender, (b) to the extent
such determination by the Affected Lender relates to a Eurodollar Rate Loan then
being requested by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender’s
obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be
terminated at the earlier to occur of the expiration of the Interest Period then
in effect with respect to the Affected Loans or when required by law, and (d)
the Affected Loans shall automatically convert into Base Rate Loans on the date
of such termination.  Notwithstanding the foregoing, to the extent a
determination by an Affected Lender as described above relates to a Eurodollar
Rate Loan then being requested by Company pursuant to a Notice of Borrowing or a
Notice of Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above.  Administrative Agent shall promptly notify each
other Lender of the receipt of such notice.  Except as provided in the
second immediately preceding sentence, nothing in this subsection 2.6C shall
affect the obligation of any Lender other than an Affected Lender to make or
maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance
with the terms of this Agreement.

     

    D.           Compensation for Breakage or
Non-Commencement of Interest Periods.  Company shall compensate
each Lender, upon written request by that Lender pursuant to subsection 2.8, for
all reasonable losses, expenses and liabilities (including any interest paid by
that Lender to lenders of funds borrowed by it to make or carry its Eurodollar
Rate Loans and any loss, expense or liability sustained by that Lender in
connection with the liquidation or re-employment of such funds but excluding any
loss of anticipated profits) which that Lender has actually
sustained:  (i) if for any reason (other than a default by that
Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Notice of Borrowing or a telephonic request therefor, or
a conversion to or continuation of any Eurodollar Rate Loan does not occur on a
date specified therefor in a Notice of Conversion/Continuation or a telephonic
request therefor, (ii) if any prepayment or other principal payment or any
conversion of any of its Eurodollar Rate Loans (including any prepayment or
conversion occasioned by the circumstances described in subsection 2.6C) occurs
on a date prior to the last day of an Interest Period applicable to that Loan,
(iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any
date specified in a Notice of Prepayment given by Company or (iv) as a
consequence of any other default by Company in the repayment of its Eurodollar
Rate Loans when required by the terms of this Agreement.

     


    
      
         


      

      
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    E.           Booking of Eurodollar Rate
Loans.  Any Lender may make, carry or transfer Eurodollar Rate
Loans at, to or for the account of any of its branch offices or the office of an
Affiliate of that Lender.

     

    F.           Assumptions Concerning Funding of
Eurodollar Rate Loans.  Calculation of all amounts payable to a
Lender under this subsection 2.6 and under subsection 2.7A shall be
made as though that Lender had funded each of its Eurodollar Rate Loans through
the purchase of a Eurodollar deposit bearing interest at the rate obtained
pursuant to clause (i) of the definition of Eurodollar Rate in an amount
equal to the amount of such Eurodollar Rate Loan and having a maturity
comparable to the relevant Interest Period, whether or not its Eurodollar Rate
Loans had been funded in such manner.

     

    G.           Eurodollar Rate Loans After Event of
Default.  After the occurrence of and during the continuation
of an Event of Default, at the election of Administrative Agent or the Requisite
Lenders, (i) Company may not elect to have a Loan be made or maintained as,
or converted to, a Eurodollar Rate Loan after the expiration of any Interest
Period then in effect for that Loan and (ii) subject to the provisions of
subsection 2.6D, any Notice of Borrowing or Notice of
Conversion/Continuation given by Company with respect to a requested borrowing
or conversion/continuation that has not yet occurred shall be deemed to be for a
Base Rate Loan or, if the conditions to making a Loan set forth in
subsection 4.2 cannot then be satisfied, to be rescinded by
Company.

     

    
      	
               
      

            	
              2.7

            	
              Increased Costs;
      Taxes; Capital Adequacy.

            


    

     

    A.           Compensation for Increased
Costs.  Subject to the provisions of subsection 2.7B (which
shall be controlling with respect to the matters covered thereby), in the event
that any Lender shall determine (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto) that any
Change in Law:

     

    (i)       subjects
such Lender to any additional tax of any kind whatsoever with respect to this
Agreement, the other Loan Documents or any of its obligations hereunder or
thereunder or any payments to such Lender of principal, interest, fees or any
other amount payable hereunder or thereunder (except for the imposition of, or
any change in the rate of, any Excluded Tax payable by such
Lender);

     

    (ii)       imposes,
modifies or holds applicable, in the opinion of such Lender, any material
reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets held by, or deposits or other liabilities in or for
the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender (other than any such
reserve or other requirements with respect to Eurodollar Rate Loans that are
reflected in the definition of Eurodollar Rate); or


    
      
         


      

      
        -42-

        
          

        

      

      
         


      

    

     

    (iii)       imposes
any other condition (other than with respect to Taxes) on or affecting such
Lender or its obligations hereunder or the London interbank market;

     

    and the
result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or to reduce any amount
received or receivable by such Lender with respect thereto; then, in any such
case, Company shall promptly pay to such Lender (without duplication of amounts
payable to such Lender under subsection 2.7B), upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender on an after-tax basis for any such increased
cost or reduction in amounts received or receivable
hereunder.  Company shall not be required to compensate a Lender
pursuant to this subsection 2.7A for any increased cost or reduction in respect
of a period occurring more than nine months prior to the date on which such
Lender notifies Company of such Change in Law and such Lender’s intention to
claim compensation therefor, except, if the Change in Law giving rise to such
increased cost or reduction is retroactive, no such time limitation shall apply
so long as such Lender requests compensation within nine months from the date on
which the applicable Government Authority informed such Lender of such Change in
Law.

     

    B.           Taxes.

     

    (i)       Payments To Be Free and
Clear.  Except as otherwise required by law, any and all
payments by or on account of any obligation of any Loan Party under this
Agreement and any other Loan Documents shall be made free and clear of, and
without any deduction or withholding on account of, any Indemnified Taxes or
Other Taxes.

     

    (ii)       Grossing-up of
Payments.  If a Loan Party is required by law to make any
deduction or withholding on account of any Tax from any sum paid or payable by a
Loan Party to Administrative Agent or any Lender under any of the Loan
Documents:

     

    (a)       the
applicable Loan Party shall notify Administrative Agent of any such requirement
or any change in any such requirement as soon as the applicable Loan Party
becomes aware of it;

     

    (b)       the
applicable Loan Party shall make such deductions or withholdings and timely pay
any such amount deducted to the relevant Government Authority when such amount
is due, in accordance with applicable law;

     

    (c)       in
the case of any Indemnified Tax or other Tax, the sum payable by the applicable
Loan Party shall be increased to the extent necessary to ensure that, after
making the required deductions or withholdings (including deductions applicable
to additional sums payable under this subsection 2.7B), Administrative
Agent or such Lender, as the case may be, receives on the due date an amount
equal to the sum it would have received had no such deduction or withholding
been required or made; and

     

    (d)       within
30 days or, if not possible, as soon as reasonably practicable after any payment
of any Indemnified Tax or Other Tax, Company shall deliver to Administrative
Agent the original or a certified copy of an official receipt issued by the
relevant Government Authority evidencing such payment or other document
reasonably satisfactory to the other affected parties to evidence the payment
and its remittance to the relevant Government Authority.

     


    
      
         


      

      
        -43-

        
          

        

      

      
         


      

    

     

    (iii)       Indemnification by
Company.  Company shall indemnify Administrative Agent and each
Lender, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including for the full amount of any
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this subsection 2.7B) payable by Administrative Agent
or such Lender, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Government Authority.  A certificate as to the amount
of such payment or liability, including a copy of the receipt or other
reasonably satisfactory evidence of its demand, delivered to Company by a Lender
(with a copy to Administrative Agent), or by Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

     

    (iv)       Tax Status of
Lenders.  Unless not legally entitled to do so:

     

    (a)       any
Foreign Lender that is entitled to an exemption from or reduction of withholding
of any Indemnified Tax under the laws of the United States, or any treaty to
which the United States is a party, with respect to payments hereunder or under
any other Loan Document shall deliver to Company (with a copy to Administrative
Agent), on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter if reasonably requested
by Company or Administrative Agent), such properly completed and duly executed
forms or other documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of
withholding;

     

    (b)       without
limiting the generality of the foregoing, each Foreign Lender shall deliver to
Company and Administrative Agent (in such number of original copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter if
reasonably requested by Company or Administrative Agent), whichever of the
following is applicable:

     

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

     

    (2)       properly
completed and duly executed original copies of Internal Revenue Service
Form W-8ECI,

     

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

     

    (4)       properly
completed and duly executed original copies of any other form prescribed by
applicable law as a basis for claiming exemption from or a reduction in U.S.
federal withholding tax, together with such supplementary documentation as may
be prescribed by applicable law to permit Company and Administrative Agent to
determine the withholding or deduction required to be made, if any;

     

    
      
         


      

      
        -44-

        
          

        

      

      
         


      

    

     

    (c)       without
limiting the generality of the foregoing, each Foreign Lender that does not act
or ceases to act for its own account with respect to any portion of any sums
paid or payable to such Lender under any of the Loan Documents (for example, in
the case of a typical participation by such Lender) shall deliver to
Administrative Agent and Company (in such number of original copies as shall be
requested by the recipient), on or prior to the date such Foreign Lender becomes
a Lender, or on such later date when such Foreign Lender ceases to act for its
own account with respect to any portion of any such sums paid or payable (and
from time to time thereafter, if reasonably requested by Company or
Administrative Agent):

     

    (1)       any
duly executed and properly completed original copies of the forms and statements
required to be provided by such Foreign Lender under clause (c) of
this subsection 2.7B(iv), to establish the portion of any such sums paid or
payable with respect to which such Lender acts for its own account and may be
entitled to an exemption from or a reduction of U.S. federal withholding tax,
and

     

    (2)       original
copies of Internal Revenue Service Form W-8IMY (or any successor forms)
properly completed and duly executed by such Foreign Lender, together with
information, if any, such Foreign Lender chooses to transmit with such form, and
any other certificate or statement of exemption required under the Internal
Revenue Code or the regulations thereunder, to establish that such Foreign
Lender is not acting for its own account with respect to a portion of any such
sums payable to such Foreign Lender and to establish that such remaining portion
may be received without deduction for, or at a reduced rate of, U.S. federal
withholding tax;

     

    (d)       without
limiting the generality of the foregoing, any Lender that is not a Foreign
Lender and has not otherwise established to the reasonable satisfaction of
Company and Administrative Agent that it is an exempt recipient (as defined in
Section 6049(b)(4) of the Internal Revenue Code and the United States
Treasury Regulations thereunder) shall deliver to Company and Administrative
Agent (in such number of copies as shall be reasonably requested by the
recipient) on or prior to the date on which such Lender becomes a Lender under
this Agreement (and from time to time thereafter as prescribed by applicable law
or upon the reasonable request of Company or Administrative Agent), duly
executed and properly completed copies of Internal Revenue Service
Form W-9; and

     

    (e)       without
limiting the generality of the foregoing, each Lender hereby agrees, from time
to time after the initial delivery by such Lender of such forms, whenever a
lapse in time or change in such Lender’s circumstances renders such forms,
certificates or other evidence so delivered obsolete or inaccurate, that such
Lender shall promptly (1) deliver to Administrative Agent and Company two
original copies of renewals, amendments or additional or successor forms,
properly completed and duly executed by such Lender, together with any other
certificate or statement of exemption required in order to confirm or establish
such Lender’s status or that such Lender is entitled to an exemption from or
reduction in U.S. federal withholding tax with respect to payments to such
Lender under the Loan Documents and, if applicable, that such Lender does not
act for its own account with respect to any portion of such payment, or
(2) notify Administrative Agent and Company of its inability to deliver any
such forms, certificates or other evidence.

     

    (v)       Payment of Other Taxes by
Company.  Without limiting the other provisions of this
subsection 2.7B, Company shall timely pay any Other Taxes to the relevant
Government Authorities in accordance with applicable law.


    
      
         


      

      
        -45-

        
          

        

      

      
         


      

    

     

    C.           Capital Adequacy
Adjustment.  If any Lender shall have determined in good faith
that any Change in Law regarding capital adequacy has or would have the effect
of reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of, or with reference to, such Lender’s
Loans or other obligations hereunder with respect to the Loans to a level below
that which such Lender or such controlling corporation could have achieved but
for such Change in Law (taking into consideration the policies of such Lender or
such controlling corporation with regard to capital adequacy), then from time to
time, promptly (but in any case) within 10 Business Days after receipt by
Company from such Lender of the statement referred to in subsection 2.8A,
Company shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such controlling corporation on an after-tax basis for
such reduction.

     

    
      	
               
      

            	
              2.8

            	
              Statement of Lenders;
      Obligation of Lenders to
Mitigate.

            


    

     

    A.           Statements.  Each
Lender claiming compensation or reimbursement pursuant to subsection 2.6D,
2.7A, 2.7C or 2.8B shall deliver to Company (with a copy to Administrative
Agent) a written statement setting forth in reasonable detail amounts actually
incurred that form the basis of the calculation of such compensation or
reimbursement but such Lender shall not be required to disclose any confidential
or proprietary information therein, which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

     

    B.           Mitigation.  Each
Lender agrees that, as promptly as practicable after the officer of such Lender
responsible for administering the Loans of such Lender becomes aware of the
occurrence of an event or the existence of a condition that would cause such
Lender to become an Affected Lender or that would entitle such Lender to receive
payments under subsection 2.7, it will use reasonable efforts to make,
issue, fund or maintain the Loans of such Lender through another lending office
of such Lender, if (i) as a result thereof the circumstances which would
cause such Lender to be an Affected Lender would cease to exist or the
additional amounts which would otherwise be required to be paid to such Lender
pursuant to subsection 2.7 would be materially reduced, and (ii) as
determined by such Lender in its reasonable discretion, such action would not
otherwise be disadvantageous to such Lender; provided that such
Lender will not be obligated to utilize such other lending office pursuant to
this subsection 2.8B unless Company agrees to pay all reasonable
incremental expenses incurred by such Lender as a result of utilizing such other
lending office as described above.

     

    
      	
               
      

            	
              2.9

            	
              Replacement of a
      Lender.

            


    

     

    If
Company receives a statement of amounts due pursuant to subsection 2.8A from a
Lender, a Lender (a “Non-Consenting Lender”)
refuses to consent to an amendment, modification or waiver of this Agreement
that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or
100% of the Lenders with Obligations directly affected and which receives the
consent of Requisite Lenders or a Lender becomes an Affected Lender (any such
Lender, a “Subject
Lender”), so long as (i) no Event of Default shall have occurred and
be continuing and Company has obtained a commitment from another Lender or an
Eligible Assignee to purchase at par the Subject Lender’s Loans and all other
obligations of the Subject Lender hereunder and (ii) if applicable, the Subject
Lender is unwilling to withdraw the notice delivered to Company pursuant to
subsection 2.8A and/or is unwilling to consent to such amendment, modification
or waiver, and/or is unwilling to remedy its default upon five Business Days’
prior written notice to the Subject Lender and Administrative Agent, Company may
either (x) with the consent of the Requisite Lenders, pay in full all
outstanding principal, interest, fees and other amounts owed to any
Non-Consenting Lender or (y) require the Subject Lender to assign all of its
Loans to such other Lender, Lenders, Eligible Assignee or Eligible Assignees
pursuant to the provisions of subsection 10.1B (with such assignment being
deemed a voluntary prepayment for purposes of subsection 2.4B(ii)); provided that, prior
to or concurrently with such replacement, (1) the Subject Lender shall have
received payment in full of all principal, interest, prepayment premiums, fees
and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B
(if applicable)) through such date of replacement and a release from its
obligations under the Loan Documents, (2) the processing fee required to be paid
by subsection 10.1B(i) shall have been paid to Administrative Agent by Company
or such assignee, (3) all of the requirements for such assignment contained in
subsection 10.1B, including the consent of Administrative Agent (not to be
unreasonably withheld or delayed) (if required) and the receipt by
Administrative Agent of an Assignment Agreement executed by the assignee
(Administrative Agent being hereby authorized to execute any Assignment
Agreement on behalf of a Subject Lender relating to the assignment of Loans of
such subject Lender) and other supporting documents, have been fulfilled, and
(4) in the event such Subject Lender is a Non-Consenting Lender, each assignee
shall consent, at the time of such assignment, to each matter in respect of
which such Subject Lender was a Non-Consenting Lender and Company also requires
each other Subject Lender that is a Non-Consenting Lender to assign its
Loans.  For the avoidance of doubt, if a Lender is a Non-Consenting
Lender solely because it refused to consent to an amendment, modification or
waiver that required the consent of 100% of Lenders with Obligations directly
affected thereby (which amendment, modification or waiver did not accordingly
require the consent of 100% of all Lenders), the Loans of such Non-Consenting
Lender that are subject to the assignments required by this subsection 2.9 shall
include only those Loans that constitute the Obligations directly affected by
the amendment, modification or waiver to which such Non-Consenting Lender
refused to provide its consent.  A Lender that has assigned its Loans
pursuant to this subsection 2.9 shall continue to be entitled to the benefits of
subsections 2.6, 2.7 and 2.8 with respect to the periods during which such
Person was a Lender.


    
      
         


      

      
        -46-

        
          

        

      

      
         


      

    


    


     

    Section
3.              [RESERVED]

     

    Section
4.              CONDITIONS
TO LOANS 

     

    The
obligations of Lenders to make Loans hereunder are subject to the satisfaction
or waiver of the following conditions.

     

    
      	
               
      

            	
              4.1

            	
              Closing Date
      Conditions.

            


    

     

    The
obligations of Lenders to make the Loans on the Closing Date are, in addition to
the conditions precedent specified in subsection 4.2, subject to prior or
concurrent satisfaction or waiver of the following conditions:

     

    A.           Loan Party
Documents.  On or before the Closing Date, Company shall, and
shall cause each other Loan Party to, deliver to Administrative Agent the
following with respect to Company or such Loan Party, as the case may be, each,
unless otherwise noted, dated the Closing Date:

     

    (i)       Copies
of the Organizational Documents of such Person, certified by the Secretary of
State of its jurisdiction of organization or, if such document is of a type that
may not be so certified, certified by the secretary or similar Officer of the
applicable Loan Party, together with a good standing certificate from the
Secretary of State of its jurisdiction of organization, dated a recent date
prior to the Closing Date;

     

    (ii)       Resolutions
of the Governing Body of such Person approving and authorizing the execution,
delivery and performance of the Loan Documents to which it is a party, certified
as of the Closing Date by the secretary or similar officer of such Person as
being in full force and effect without modification or
amendment;


    
      
         


      

      
        -47-

        
          

        

      

      
         


      

    

     

    (iii)       Signature
and incumbency certificates of the Officers of such Person executing the Loan
Documents to which it is a party; and

     

    (iv)       Executed
Loan Documents to which such Person is to be a party on the Closing
Date.

     

    B.           Fees.  Company shall
have paid to Administrative Agent the fees payable on the Closing Date referred
to in subsection 2.3.

     

    C.           Performance of
Agreements.  Company shall have delivered to Administrative
Agent an Officer’s Certificate, in form and substance reasonably satisfactory to
Administrative Agent, to the effect that Company shall have performed in all
material respects all agreements and satisfied all conditions which this
Agreement provides shall be performed or satisfied by it on or before the
Closing Date.

     

    D.           Financial Statements;
Projections.  Each Arranger and the Lenders shall have received
(1) unaudited consolidated balance sheets and related statements of income and
cash flows of Target and its Subsidiaries (which (x) need not include any
information or notes not required by GAAP to be included in interim financial
statements and (y) are subject to normal year-end adjustments) for each Fiscal
Quarter of Target ended after December 31, 2006 and at least 45 days prior to
the Closing Date; (2) interim consolidated balance sheets and related
statements of income and cash flows of Target for each month ended after any
Fiscal Quarter ended after December 31, 2006 for which unaudited financial
statements are required to be delivered pursuant to clause (1) above and at
least 30 days prior to the Closing Date; (3) pro forma consolidated balance
sheets and related statements of income of Holdings and its Subsidiaries
(including Target) for the Fiscal Year ended 2006 and for any quarters ended
thereafter for which unaudited financial statements are required to be delivered
pursuant to clause (1) above, in each case prepared as if the transactions
contemplated by this Agreement had been consummated on the last day of the
respective period (in the case of balance sheets) or on the first day of the
respective period (in the case of income statements) covered thereby; and (4)
detailed projected consolidated financial statements of Holdings and its
Subsidiaries for the eight Fiscal Years ended after the Closing Date, which
projections shall (x) reflect the forecasted consolidated financial condition of
Holdings and its Subsidiaries (and, applicable, of Company and its
Subsidiaries), after giving effect to the transactions contemplated by this
Agreement and the related financing thereof and (y) be prepared and approved by
Target.

     

    E.           Opinions of Counsel to Loan
Parties.  Lenders shall have received copies of one or more
written opinions of Goodwin Procter LLP, counsel for the domestic Loan Parties,
dated as of the Closing Date and setting forth substantially the matters in the
opinions designated in Exhibit IX
annexed hereto (this Agreement constituting a written request by Company to such
counsel to deliver such opinions to Lenders) and one or more written opinions of
foreign counsel in the jurisdictions set forth on Schedule 4.1 in form
reasonably satisfactory to Administrative Agent.

     

    F.           Solvency
Certificates.  On the Closing Date, Administrative Agent and
Lenders shall have received an Officer’s Certificate from the chief financial
officer of Company dated the Closing Date, substantially in the form of Exhibit XI
annexed hereto.

     

    G.           Evidence of
Insurance.  Administrative Agent shall have received a
certificate from Company’s insurance broker or other evidence reasonably
satisfactory to it of Company’s insurance.


    
      
         


      

      
        -48-

        
          

        

      

      
         


      

    

     

    H.           Equity Contributions and
Commitments.  Holdings shall have received directly or
indirectly from the Investors the full amount of the Equity
Contributions.  The preferred stock certificate of designations
substantially in the form of Exhibit XVI annexed
hereto shall be in full force and effect and shall not have been amended or
otherwise modified.

     

    I.           Security Interests in Personal and
Mixed Property.  Company shall have caused the following
actions to be taken:

     

    (i)       Stock Certificates and
Instruments.  Delivery to Collateral Agent of
(a) certificates, if any (which certificates shall be accompanied by
irrevocable undated stock powers, duly endorsed in blank), representing all
certificated Capital Stock pledged pursuant to the Security Agreement and, to
the extent required to be delivered thereunder, any Foreign Pledge Agreement and
(b) all promissory notes or other instruments (duly endorsed, where
appropriate) evidencing any Collateral and required to be delivered under the
Security Agreement;

     

    (ii)       Lien Searches and UCC
Termination Statements.  Delivery to Administrative Agent of
(a) the results of UCC financing statements and fixture filings and
judgment and tax lien filings required by Administrative Agent and (b) duly
completed UCC termination statements requested by Administrative
Agent;

     

    (iii)       UCC Financing
Statements.  Delivery to Administrative Agent of duly completed
UCC financing statements in appropriate form with respect to each Loan
Party;

     

    (iv)       Intellectual Property
Filings, etc.  Delivery to Administrative Agent of all
documents or instruments to be filed with any IP Filing Office requested by
Administrative Agent in order to create or perfect Liens in respect of any IP
Collateral, together with releases duly executed (if necessary) of security
interests by all applicable Persons for filing in all applicable jurisdictions
as may be requested by Administrative Agent in order to terminate any effective
filings in any IP Filing Office in respect of any IP Collateral;
and

     

    (v)       Security Agreement
Documents.  Delivery to Administrative Agent of all other
documents required to be delivered pursuant to the Security
Agreement.

     

    J.           Matters Relating to Existing
Indebtedness of Company and Its Subsidiaries.  On the Closing
Date substantially concurrent with the borrowing of the Loans hereunder,
Holdings, Company and its Subsidiaries shall have (a) repaid in full all
Existing Indebtedness to Be Repaid, (b) terminated any commitments to lend or
make other extensions of credit thereunder and (c) delivered to Administrative
Agent all documents or instruments reasonably requested by Administrative Agent
in order to release all Liens securing Indebtedness or other obligations of
Company and its Subsidiaries thereunder.  The terms and conditions of
any Indebtedness remaining outstanding after the Closing Date shall be
reasonably satisfactory to Administrative Agent.

     

    K.           Related Agreements and Merger
Documents.  Administrative Agent shall have received (or there
shall be arrangements satisfactory for Administrative Agent to receive) a fully
executed or conformed copy of each Related Agreement and each Merger Document
and any documents executed in connection therewith requested by Administrative
Agent, and each Related Agreement and Merger Document shall be in full force and
effect and no provision thereof shall have been altered, amended or otherwise
changed or supplemented or any condition therein waived or consent therein given
if such alteration, amendment, change, supplement, waiver or consent would be
adverse to the interests of the Lenders in any material respect, in any such
case without the prior written consent of Administrative Agent (such consent not
to be unreasonably withheld).

     


    
      
         


      

      
        -49-

        
          

        

      

      
         


      

    

     

    L.           Consummation
of Acquisition and Merger.

     

     

    (i)       Since
December 31, 2006, there shall have not occurred any event, condition or
circumstance that, either individually or in the aggregate, has had, or would
reasonably be expected to have, a Merger MAC;

     

    (ii)       On
the Closing Date, the Merger shall have become effective in accordance with the
terms of the Merger Agreement, the Certificate of Merger and the laws of the
State of Delaware; and

     

    (iii)       Administrative
Agent shall have received an Officer’s Certificate of Company to the effect set
forth in clauses (i) and (ii) above.

     

    M.           First Lien Credit Agreement and
Intercreditor Agreement.  On the Closing Date, the First Lien
Credit Agreement and the Intercreditor Agreement shall be fully executed and
delivered, and not less than $135,000,000 shall be borrowed under the First Lien
Credit Agreement, to be applied, along with the proceeds of the Loans hereunder
and the Holdings Senior PIK Indebtedness, to fund the Acquisition Financing
Requirements.

     

    N.           Holdings Senior PIK Loan Credit
Agreement.  On the Closing Date, the Holdings Senior PIK Loan
Credit Agreement shall be fully executed and delivered, and not less than
$75,000,000 shall be borrowed under the Holdings Senior PIK Credit Agreement in
cash, to be applied, along with the proceeds of the Loans hereunder and the
First Lien Indebtedness, to fund the Acquisition Financing
Requirements.

     

    O.           Patriot Act
Compliance.  Administrative Agent and the Lenders shall have
received all documentation and other information reasonably requested by them
under the applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act.

     

    P.           Margin
Regulations.  All extensions of credit pursuant to this
Agreement (and all guaranties thereof and security therefor), as well as the
other transactions contemplated by this Agreement and the consummation thereof,
shall be in compliance with all applicable requirements of law, including
Regulations T, U and X of the Federal Reserve Board.

     

    Q.           Ratings.  Company
shall have used commercially reasonably efforts to obtain from each of S&P
and Moody’s monitored public ratings (of any level) for the Loans and the First
Lien Indebtedness and the Holdings Senior PIK Indebtedness and Company’s and
Holdings’ corporate credit.

     

    
      	
               
      

            	
              4.2

            	
              Conditions to All
      Loans.

            


    

     

    The
obligation of each Lender to make its Loans on the Closing Date is subject to
the following further conditions precedent:

     

    
      
         


      

      
        -50-

        
          

        

      

      
         


      

    

     

    A.           Administrative
Agent shall have received before the Closing Date, in accordance with the
provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case
signed by a duly authorized Officer of Company.

     

    B.           As
of the Closing Date, (a) the Specified Representations shall be true and correct
in all material respects (except that any representation and warranty that is
qualified as to “materiality” or “Material Adverse Effect” shall be true and
correct in all respects) on and as of the Closing Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects (except that any representation and warranty that is qualified as to
“materiality” or “Material Adverse Effect” shall be true and correct in all
respects) on and as of such earlier date and (b) the representations made by or
with respect to the Target in the Merger Agreement that are material to the
interests of the Lenders are true and correct in all material respects (except
that any representation and warranty that is qualified as to “materiality” or
“Company Material Adverse Effect” shall be true and correct in all respects) as
of the date of the Merger Agreement (except to the extent such representations
and warranties speak as of an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects (except
that any representation and warranty that is qualified as to “materiality” or
“Company Material Adverse Effect” shall be true and correct in all respects) on
and as of such earlier date) and as of the Closing Date, as though made on and
as of the Closing Date.

     

    C.           No
event shall have occurred and be continuing or would result from the
consummation of the borrowing contemplated by such Notice of Borrowing that
would constitute an Event of Default or a Potential Event of
Default.

     

    Section
5.              REPRESENTATIONS
AND WARRANTIES

     

    In order
to induce Lenders to enter into this Agreement and to make the Loans, each of
Holdings and Company represent and warrant to each Lender:

     

    
      	
               
      

            	
              5.1

            	
              Organization, Powers,
      Corporate Structure, Qualification, Good Standing, Business and
      Subsidiaries.

            


    

     

    A.           Organization, Powers and Corporate
Structure.  (i) Each of Company and Holdings is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware.  Company and Holdings have all requisite power and
authority to own and operate their respective properties and to carry on their
business as now conducted and as proposed to be conducted, except to the extent
the failure to do so could not reasonably be expected to result in a Material
Adverse Effect.  Company and Holdings have all requisite corporate
power and authority to enter into the Loan Documents and the Related Agreements
to which they are a party and to carry out the transactions contemplated
thereby.  (ii) As of the Closing Date, the corporate organizational
structure of Holdings, Company and their Subsidiaries after giving effect to the
Merger is set forth on Schedule
5.1.

     

    B.           Qualification and Good
Standing.  Holdings and Company are qualified to do business
and in good standing in every jurisdiction wherever necessary to carry out their
business and operations, except in jurisdictions where the failure to be so
qualified or in good standing has not had and could not reasonably be expected
to result in a Material Adverse Effect.

     

    C.           Conduct of
Business.  Holdings, Company and their Subsidiaries are engaged
only in the businesses permitted to be engaged in pursuant to
subsection 7.9.

     


    
      
         


      

      
        -51-

        
          

        

      

      
         


      

    

     

    D.           Subsidiaries.  All
of the Subsidiaries of Company and their jurisdictions of organization are
identified in Schedule 5.1
annexed hereto, as said Schedule 5.1 may be
supplemented from time to time pursuant to the provisions of
subsection 6.1(xii).  The Capital Stock of each of the
Subsidiaries of Company identified in Schedule 5.1
annexed hereto (as so supplemented) is duly authorized, validly issued and does
not constitute Margin Stock.  No material assessment with respect to
any Capital Stock owned by any Loan Party is outstanding that has not been
disclosed to Administrative Agent.  Each of the Subsidiaries of
Company identified in Schedule 5.1
annexed hereto (as so supplemented) is a corporation, partnership, trust or
limited liability company duly organized, validly existing and in good standing
under the laws of its respective jurisdiction of organization set forth therein,
has all requisite power and authority to own and operate its properties and to
carry on its business as now conducted and as proposed to be conducted, and is
qualified to do business and in good standing in every jurisdiction where its
assets are located and wherever necessary to carry out its business and
operations, in each case except where failure to be so qualified or in good
standing or a lack of such power and authority has not had and could not
reasonably be expected to result in a Material Adverse Effect.  Schedule 5.1
annexed hereto (as so supplemented) correctly sets forth the ownership interest
of Company and each of its Subsidiaries in each of the Subsidiaries of Company
identified therein.

     

    
      	
               
      

            	
              5.2

            	
              Authorization of
      Borrowing, Etc.

            


    

     

    A.           Authorization of
Borrowing.  The execution, delivery and performance of the Loan
Documents and the Related Agreements have been duly authorized by all necessary
corporate, partnership or limited liability action on the part of each Loan
Party that is a party thereto.

     

    B.           No Conflict.  The
execution, delivery and performance by Loan Parties of the Loan Documents and
the Related Agreements to which they are parties and the consummation of the
transactions contemplated by the Loan Documents and the Related Agreements do
not and will not (i) violate any provision of any law or any governmental
rule or regulation applicable to Holdings or any of its Subsidiaries, any
Contractual Obligations or the Organizational Documents of Holdings or any of
its Subsidiaries or any order, judgment or decree of any court or other
Government Authority binding on Holdings or any of its Subsidiaries,
(ii) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any Contractual Obligation of Holdings or
any of its Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Holdings or any
of its Subsidiaries (other than any Liens created under any of the Loan
Documents in favor of Collateral Agent on behalf of Secured Parties and Liens
created pursuant to the First Lien Credit Agreement securing First Lien
Indebtedness), or (iv) require any approval of stockholders or any approval
or consent of any Person under any Contractual Obligation of Holdings or any of
its Subsidiaries, except for such approvals or consents which will be obtained
on or before the Closing Date and except, in the case of clauses (i) through
(iv), to the extent such violation, conflict, Lien or failure to obtain such
approval or consent could not reasonably be expected to result in a Material
Adverse Effect.

     

    C.           Governmental
Consents.  The execution, delivery and performance by Loan
Parties of the Loan Documents and the Related Agreements to which they are
parties and the consummation of the transactions contemplated by the Loan
Documents and the Related Agreements do not and will not require any
Governmental Authorization, except as have been obtained or where the failure to
obtain could not reasonably be expected to result in a Material Adverse
Effect.

     

    D.           Binding
Obligation.  Each of the Loan Documents and the Related
Agreements has been duly executed and delivered by each Loan Party that is a
party thereto and is the legally valid and binding obligation of such Person,
enforceable against such Person in accordance with its respective terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.


    
      
         


      

      
        -52-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.3

            	
              Financial
      Condition.

            


    

     

    Company
has heretofore delivered to Lenders, at Lenders’ request, (i) the unaudited
consolidated balance sheet of Company and its Subsidiaries for the Fiscal Year
ended 2006 and the related unaudited consolidated statements of income,
stockholders’ equity and cash flows of Company and its Subsidiaries for such
Fiscal Year, (ii) the unaudited consolidated balance sheet of Company and its
Subsidiaries for the Fiscal Quarters ended March 31, June 30, September 30 and
December 31, 2006, and the related unaudited consolidated statements of
income, stockholders’ equity and cash flows of Company and its Subsidiaries for
each such Fiscal Quarter, and (iii) the other financial statements and
information described in subsection 4.1D.  All such statements
consisting of historical financial information were prepared in conformity with
GAAP and fairly present, in all material respects, the financial position (on a
consolidated basis) of the entities described in such financial statements as at
the respective dates thereof and the results of operations and cash flows (on a
consolidated basis) of the entities described therein for each of the periods
then ended, subject, in the case of any such unaudited financial statements, to
changes resulting from audit and normal year-end adjustments.  Except
as described on Schedule 5.3, as of
the Closing Date, Company and its Subsidiaries have no material liabilities or
monetary obligations which are not described on the latest of such historical
financial statements.

     

    
      	
               
      

            	
              5.4

            	
              No Material Adverse
      Change.

            


    

     

    Since the
later of December 31, 2006 and the last day of the most recent Fiscal Year for
which financial statements have been delivered pursuant to subsection 6.1(iii),
no event or change has occurred that has resulted in or would reasonably be
expected to result in either in any case or in the aggregate, a Material Adverse
Effect.

     

    
      	
               
      

            	
              5.5

            	
              Title to Properties;
      Liens; Real Property; Intellectual
  Property.

            


    

     

    A.           Title to Properties;
Liens.  Holdings and its Subsidiaries (i) have good,
sufficient and legal title to (in the case of fee interests in real property),
(ii) have valid leasehold interests in (in the case of leasehold interests
in real or personal property), or (iii) own or have rights in (in the case
of all other personal property), all of their respective material properties and
assets, except for Permitted Encumbrances or other defects therein which do not
have a Material Adverse Effect.  Except as permitted by this
Agreement, all such properties and assets useful in business are free and clear
of Liens other than Permitted Encumbrances.

     

    B.           Real Property.  As
of the Closing Date, Schedule 5.5B annexed
hereto contains a true, accurate and complete list of (i) all fee interests
in any Real Property Assets and (ii) all leases, subleases or assignments
of leases (together with all amendments, modifications, supplements, renewals or
extensions of any thereof) affecting each Real Property Asset, regardless of
whether a Loan Party is the landlord or tenant (whether directly or as an
assignee or successor in interest) under such lease, sublease or
assignment.  Except as specified in Schedule 5.5B
annexed hereto as of the Closing Date, each agreement listed in clause (ii) of
the immediately preceding sentence is in full force and effect and neither
Holdings nor Company has knowledge of any monetary or material non-monetary
default that has occurred and is continuing thereunder, and each such agreement
constitutes the legally valid and binding obligation of each applicable Loan
Party, enforceable against such Loan Party in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally
or by equitable principles.

     

    C.           Intellectual
Property.  As of the Closing Date, Holdings and its
Subsidiaries own or have the right to use all Intellectual Property used in the
conduct of their business as currently conducted, except where the failure to
own or have such right to use in the aggregate could not reasonably be expected
to result in a Material Adverse Effect.  No claim has been asserted in
writing and is pending by any Person against Holdings or any of its Subsidiaries
challenging or questioning the use of any such Intellectual Property or the
validity of any such Intellectual Property, except for such claims that in the
aggregate could not reasonably be expected to result in a Material Adverse
Effect.  To the knowledge of Holdings or Company, the use of such
Intellectual Property by Holdings and its Subsidiaries does not infringe on the
rights of any Person, except for such infringements that, in the aggregate,
could not reasonably be expected to result in a Material Adverse
Effect


    
      
         


      

      
        -53-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.6

            	
              Litigation; Adverse
      Facts.

            


    

     

    There are
no Proceedings (whether or not purportedly on behalf of Holdings or any of its
Subsidiaries) at law or in equity, or before or by any court or other Government
Authority (including any Environmental Claims) that are pending or, to the
knowledge of Holdings or Company, threatened against or affecting Holdings or
any of its Subsidiaries or, to the knowledge of Holdings or Company, any
property of Holdings or any of its Subsidiaries and that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect.  Neither Holdings nor any of its Subsidiaries (i) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (ii) is subject to or in default with respect
to any final judgments, writs, injunctions, decrees, rules or regulations of any
court or other Government Authority that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse
Effect.

     

    
      	
               
      

            	
              5.7

            	
              Payment of
      Taxes.

            


    

     

    A.           Except
as specified in Schedule 5.7A annexed
hereto, as of the Closing Date (i) all Tax returns of Holdings and its
Subsidiaries required to be filed by any of them have been timely filed, and all
Taxes shown on such Tax returns to be due and payable and all other Taxes that
are due and payable by Holdings and its Subsidiaries have been timely paid, and
Holdings and its Subsidiaries have made adequate provisions in accordance with
GAAP for taxes not yet due and payable, except for those failures to do any of
the foregoing which could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect; (ii) there are no proposed Tax
assessments against Holdings or any of its Subsidiaries that could reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect;
and (iii) Holdings and its Subsidiaries have complied with all their withholding
Tax obligations, except for those failures to do so which could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect.

     

    B.           Neither
Holdings nor any of its Subsidiaries has ever been a party to any understanding
or arrangement constituting a “tax shelter” within the meaning of Section
6662(d)(2)(C)(iii) of the Internal Revenue Code or within the meaning of Section
6111(c) or Section 6111(d) of the Internal Revenue Code as in effect immediately
prior to the enactment of the American Jobs Creation Act of 2004, or has ever
“participated” in a “reportable transaction” within the meaning of Treasury
Regulation Section 1.6011-4, except as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse
Effect.

     

    
      	
               
      

            	
              5.8

            	
              Governmental
      Regulation.

            


    

     

    Neither
Holdings nor any of its Subsidiaries is subject to regulation under the
Investment Company Act of 1940 or under any other federal or state statute or
regulation which may render all or any portion of the Obligations
unenforceable.

     

    
      
         


      

      
        -54-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.9

            	
              Securities
      Activities.

            


    

     

    Neither
Holdings nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.

     

    
      	
               
      

            	
              5.10

            	
              Employee Benefit
      Plans.

            


    

     

    A.           Holdings,
each of its Subsidiaries and each of their respective ERISA Affiliates are in
compliance with all applicable provisions and requirements of ERISA and the
regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan, except in each case for failures which could not
reasonably be expected to result in a Material Adverse Effect.  Each
Employee Benefit Plan that is intended to qualify under Section 401(a) of the
Internal Revenue Code has received a determination letter from the Internal
Revenue Service that the plan is so qualified, and to Holdings’ and Company’s
knowledge the plan has not been operated in any way that would result in the
plan no longer being so qualified, except in each case where failures could not
reasonably be expected to result in a Material Adverse Effect.

     

    B.           No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.

     

    C.           The
accumulated postretirement benefit obligation of health and welfare benefits for
retired and former employees of Holdings, its Subsidiaries and any of their
ERISA Affiliates, as defined by Statement of Financial Accounting Standards 106,
could not reasonably be expected to result in a Material Adverse
Effect.

     

    D.           As
of the most recent valuation date for any Pension Plan, the amount of unfunded
benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually
or in the aggregate for all Pension Plans (excluding for purposes of such
computation any Pension Plans with respect to which assets exceed benefit
liabilities), could not reasonably be expected to result in a Material Adverse
Effect.

     

    E.           As
of the Closing Date neither Holdings, its Subsidiaries nor any of their ERISA
Affiliates contribute to, or within the past six years has been obligated to
contribute to, any Multiemployer Plan.  Neither Holdings, its
Subsidiaries nor any of their ERISA Affiliates has any potential liability for
withdrawal from a Multiemployer Plan within the meaning of Section 4203 of ERISA
that could reasonably be expected to result in a Material Adverse
Effect.

     

    F.           Except
as could not reasonably be expected to result in a Material Adverse Effect, as
of the date hereof, Holdings and its Subsidiaries have made full payment when
due of all required contributions to any Foreign Plan.

     

    
      	
               
      

            	
              5.11

            	
              Certain
      Fees.

            


    

     

    No
broker’s or finder’s fee or commission will be payable with respect to this
Agreement or any of the transactions contemplated hereby.

     

    
      
         


      

      
        -55-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.12

            	
              Environmental
      Compliance.

            


    

     

    (i)       Neither
Holdings nor any of its Subsidiaries nor any of their respective Facilities or
operations is subject to any outstanding written order, consent decree or
settlement agreement with any Person relating to (a) any Environmental Law,
(b) any Environmental Claim, or (c) any Hazardous Materials Activity
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;

     

    (ii)       Neither
Holdings nor any of its Subsidiaries has received any letter or request for
information under Section 104 of the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state
law that could reasonably be expected to result in a Material Adverse
Effect;

     

    (iii)       There
are and, to Holdings’ or Company’s knowledge, have been no conditions,
occurrences, or Hazardous Materials Activities that could reasonably be expected
to form the basis of an Environmental Claim against Holdings or any of its
Subsidiaries that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect;

     

    (iv)       Neither
Holdings nor any of its Subsidiaries nor, to Holdings’ or Company’s knowledge,
any predecessor of Holdings or any of its Subsidiaries has filed any notice
under any Environmental Law indicating material Hazardous Materials treatment
activity at any Facility that would reasonably be expected to result in a
Material Adverse Effect; and

     

    (v)       Compliance
with all current Environmental Laws would not, individually or in the aggregate,
be reasonably expected to result in a Material Adverse Effect.

     

    
      	
               
      

            	
              5.13

            	
              Employee
      Matters.

            


    

     

    There is
no strike or work stoppage in existence or, to the knowledge of Holdings or
Company, threatened involving Holdings or any of its Subsidiaries that could
reasonably be expected to result in a Material Adverse Effect.

     

    
      	
               
      

            	
              5.14

            	
              Solvency.

            


    

     

    Holdings
and its Subsidiaries on a consolidated basis are and, upon the incurrence of any
Obligations by any Loan Party on any date on which this representation is made,
will be, Solvent.

     

    
      	
               
      

            	
              5.15

            	
              Matters Relating to
      Collateral.

            


    

     

    A.           Governmental
Authorizations.  No authorization, approval or other action by,
and no notice to or filing with, any Government Authority is required for either
(i) the pledge or grant by any Loan Party of the Liens purported to be
created in favor of Collateral Agent for the benefit of the Secured Parties
pursuant to any of the Collateral Documents or (ii) the exercise by
Collateral Agent of any rights or remedies in respect of any Collateral (whether
specifically granted or created pursuant to any of the Collateral Documents or
created or provided for by applicable law), except for filings or recordings
contemplated by the Collateral Documents, as may be required, in connection with
the disposition of any Collateral, by laws generally affecting the offering and
sale of securities and foreclosure of mortgages of real property and the
realization of rights to and remedies under security interests.


    
      
         


      

      
        -56-

        
          

        

      

      
         


      

    

     

    B.           Margin
Regulations.  The pledge of the Collateral pursuant to the
Collateral Documents does not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

     

    C.           Mortgages.  Each
Mortgage, if any, is effective to create, in favor of Collateral Agent, for its
benefit and the benefit of the Secured Parties, legal, valid and enforceable
Second Priority Liens on, and security interests in, all of the Loan Parties’
right, title and interest in and to the Mortgaged Properties thereunder and the
proceeds thereof and such Mortgage constitutes a fully perfected Second Priority
Lien on, and Second Priority security interest in, all right, title and interest
of the Loan Parties in such Mortgaged Property and the proceeds
thereof.

     

    
      	
               
      

            	
              5.16

            	
              Disclosure.

            


    

     

    No
representation or warranty made by Holdings or any of its Subsidiaries in the
Confidential Information Memorandum, in any Loan Document or in any other
document, certificate or written statement furnished to Lenders by Holdings or
any of it Subsidiaries, or on behalf of Holdings or any of its Subsidiaries by
any of their agents, for use in connection with the transactions contemplated by
this Agreement, when taken as a whole, and excluding any projected financial
information or general industry data, contains any untrue statement of a
material fact or omits to state a material fact (known to Holdings or any of its
Subsidiaries, in the case of any document not furnished by it) necessary in
order to make the statements contained herein or therein not misleading in light
of the circumstances in which the same were made.  Any projections and
pro forma financial information contained in such materials are based upon good
faith estimates and assumptions believed by Company to be reasonable at the time
made, it being recognized by Lenders that such projections as to future events
are not to be viewed as facts and that actual results during the period or
periods covered by any such projections may differ from the projected
results.

     

    
      	
               
      

            	
              5.17

            	
              Related
      Agreements.

            


    

     

    A.           Delivery.  Company
has delivered to Administrative Agent complete and correct copies of the First
Lien Credit Agreement and the Holdings Senior PIK Loan Credit Agreement, all
exhibits and schedules thereto as of the date hereof, and all “Loan Documents”
as defined therein.

     

    B.           Representations and
Warranties.  Except to the extent otherwise expressly set forth
herein or in the schedules hereto, and subject to the qualifications set forth
therein, each of the representations and warranties given by any Loan Party in
the First Lien Credit Agreement or the Holdings Senior PIK Loan Credit Agreement
is true and correct in all material respects as of the Closing Date (or as of
any earlier date to which such representation and warranty specifically
relates).

     

    
      	
               
      

            	
              5.18

            	
              Insurance.

            


    

     

    Schedule 5.18
sets forth a true, complete and correct description of all insurance maintained
by Holdings and its Subsidiaries as of the Closing Date.  All
insurance maintained by Holdings and its Subsidiaries is in full force and
effect, all premiums have been duly paid, neither Holdings nor any of its
Subsidiaries has received notice of violation or cancellation thereof, the
Premises, and the use, occupancy and operation thereof, comply in all material
respects with all Insurance Requirements, and there exists no material default
under any Insurance Requirement.  Each of Holdings and its
Subsidiaries has insurance in such amounts and covering such risks and
liabilities as are customary for companies of a similar size engaged in similar
businesses in similar locations.


    
      
         


      

      
        -57-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.19

            	
              Use of
      Proceeds.

            


    

     

    The
proceeds of the Loans shall be applied by Company to fund in part the
Acquisition Financing Requirements.

     

    Section
6.              COMPANY’S
AFFIRMATIVE COVENANTS

     

    Holdings
and Company covenant and agree that, until payment in full of all of the Loans
and other Obligations (other than Unasserted Obligations), unless Requisite
Lenders shall otherwise give prior written consent, Holdings and Company shall
perform, and shall cause each of their Subsidiaries to perform, all covenants in
this Section 6.

     

    
      	
               
      

            	
              6.1

            	
              Financial Statements
      and Other Reports.

            


    

     

    Holdings
will maintain, and will cause its Subsidiaries to maintain, a system of
accounting established and administered in accordance with sound business
practices to permit preparation of financial statements in conformity with
GAAP.  Company will deliver (which delivery, subject to subsection
10.8, may be made electronically) to Administrative Agent (which Administrative
Agent shall promptly distribute to the Lenders):

     

    (i)       Events of Default,
etc.:  promptly upon any Officer of Company obtaining knowledge
(a) of any condition or event that constitutes an Event of Default or
Potential Event of Default, or becoming aware that any Lender has given any
notice (other than to Administrative Agent) or taken any other action with
respect to a claimed Event of Default or Potential Event of Default,
(b) that any Person has given any notice to Holdings or any of its
Subsidiaries or taken any other action with respect to a claimed default or
event or condition of the type referred to in subsection 8.2, or
(c) of the occurrence of any event or change that has caused or evidences,
either in any case or in the aggregate, a Material Adverse Effect, an Officer’s
Certificate specifying the nature and period of existence of such condition,
event or change, or specifying the notice given or action taken by any such
Person and the nature of such claimed Event of Default, Potential Event of
Default, default, event or condition, and what action Company has taken, is
taking and proposes to take with respect thereto;

     

    (ii)       Quarterly
Financials:  as soon as available and in any event within 45
days after the end of each of the first three Fiscal Quarters, (a) the
consolidated balance sheet of Holdings and its Subsidiaries as at the end of
such Fiscal Quarter and the related consolidated statements of income,
stockholders’ equity and cash flows of Holdings and its Subsidiaries for such
Fiscal Quarter and for the period from the beginning of the then current Fiscal
Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the
previous Fiscal Year and the corresponding figures from the Financial Plan for
the current Fiscal Year, all in reasonable detail and certified by the chief
financial officer of Company that they fairly present, in all material respects,
the financial condition of Holdings and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments, and (b) a written analysis or narrative report describing the
operations of Holdings and its Subsidiaries in form reasonably satisfactory to
Administrative Agent and for the period from the beginning of the then current
Fiscal Year to the end of such Fiscal Quarter;

     

    (iii)       Year-End
Financials:  as soon as available but in any event no later
than 105 days after the end of such Fiscal Year, (a) the consolidated
balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year
and the related consolidated statements of income, stockholders’ equity and cash
flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth in
each case in comparative form the corresponding figures for the previous Fiscal
Year and the corresponding figures from the Financial Plan for the Fiscal Year
covered by such financial statements, all in reasonable detail and certified by
the chief financial officer of Company that they fairly present, in all material
respects, the financial condition of Holdings and its Subsidiaries as at the
dates indicated and the results of their operations and their cash flows for the
periods indicated, (b) a written analysis or narrative report describing
the operations of Holdings and its Subsidiaries in form reasonably satisfactory
to Administrative Agent, and (c) in the case of such consolidated financial
statements, a report thereon of PricewaterhouseCoopers LLP or other independent
certified public accountants of recognized national standing selected by
Holdings, which report shall be unqualified, shall express no doubts,
assumptions or qualifications concerning the ability of Holdings and its
Subsidiaries to continue as a going concern, and shall state that such
consolidated financial statements fairly present, in all material respects, the
consolidated financial position of Holdings and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated in conformity with GAAP applied on a basis consistent with
prior years (except as otherwise disclosed in such financial statements) and
that the examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted
auditing standards;


    
      
         


      

      
        -58-

        
          

        

      

      
         


      

    


    


    (iv)       Compliance
Certificates:  together with each delivery of financial
statements pursuant to subdivisions (ii) and (iii) above, a Compliance
Certificate of Company stating that the signers have reviewed the terms of this
Agreement and have made, or caused to be made under their supervision, a review
in reasonable detail of the transactions and condition of Holdings and its
Subsidiaries during the accounting period covered by such financial statements
and that such review has not disclosed the existence during or at the end of
such accounting period, and that the signers do not have knowledge of the
existence as at the date of such Compliance Certificate, of any condition or
event that constitutes an Event of Default or Potential Event of Default, or, if
any such condition or event existed or exists, specifying the nature and period
of existence thereof and what action Company has taken, is taking and proposes
to take with respect thereto; in addition, on or before the 45th day following
the end of each Fiscal Quarter, an Officer’s Certificate demonstrating in
reasonable detail the calculation of the Consolidated Leverage Ratio as of the
end of the four-Fiscal Quarter period then ended;

     

    (v)       [Reserved].

     

    (vi)       Accountants’
Reports:  promptly upon receipt thereof (unless restricted by
applicable professional standards), copies of all final reports submitted to
Holdings or its Subsidiaries by independent certified public accountants in
connection with each material, interim or special audit of the financial
statements of Holdings and its Subsidiaries made by such accountants, including
any final comment letter submitted by such accountants to management in
connection with their annual audit;

     

    (vii)       SEC Filings and Press
Releases:  At any time after consummation of an IPO, promptly
upon their becoming available, copies of (a) all financial statements,
reports, notices and proxy statements sent or made available generally by
Holdings to its security holders or by any Subsidiary of Holdings to its
security holders other than Holdings or another Subsidiary of Holdings,
(b) all regular and periodic reports and all registration statements (other
than on Form S-8 or a similar form) and prospectuses, if any, filed by Holdings
or any of its Subsidiaries with any securities exchange or with the Securities
and Exchange Commission or any governmental or private regulatory authority, and
(c) all press releases and other statements made available generally by
Holdings or any of its Subsidiaries to the public concerning material
developments in the business of Holdings or any of its
Subsidiaries;

     

    
      
         


      

      
        -59-

        
          

        

      

      
         


      

    

     

    (viii)       Litigation or Other
Proceedings:  promptly upon any Officer of Company obtaining
knowledge of (1) the institution of, or written threat of, any Proceeding
against or affecting Holdings or any of its Subsidiaries or any property of
Holdings or any of its Subsidiaries not previously disclosed in writing by
Holdings to Lenders or (2) any material development in any Proceeding that, in
any case:

     

    (x)       if
adversely determined, has a reasonable possibility after giving effect to the
coverage and policy limits of insurance policies issued to Holdings and its
Subsidiaries of giving rise to a Material Adverse Effect; or

     

    (y)       seeks
to enjoin or otherwise prevent the consummation of, or to recover any damages or
obtain relief as a result of, the Acquisition, the making of the Loans
hereunder, under the First Lien Credit Agreement or the Holdings Senior PIK
Credit Agreement, or the transactions contemplated hereby or
thereby;

     

    written
notice thereof together with such other information as may be reasonably
available to Company to enable Lenders and their counsel to evaluate such
matters;

     

    (ix)       ERISA
Events:  Promptly upon (and in no case later than five Business
Days after becoming aware of) the occurrence of or forthcoming occurrence of any
ERISA Event that, alone, or together with any other ERISA Events, could
reasonably be expected to result in a Material Adverse Effect, a written notice
specifying the nature thereof, what action Company, any of its Subsidiaries or
any of their respective ERISA Affiliates has taken, is taking or proposes to
take with respect thereto and, when known, any action taken or threatened by the
Internal Revenue Service, the Department of Labor or the PBGC with respect
thereto; 

     

    (x)       ERISA
Notices:  with reasonable promptness, copies of such documents
or governmental reports or filings relating to any Employee Benefit Plan as
Administrative Agent shall reasonably request;

     

    (xi)       Financial
Plans:  as soon as practicable and in any event no later than
45 days after the beginning of each Fiscal Year, a consolidated plan and
financial forecast for such Fiscal Year (the “Financial Plan” for such
Fiscal Year), including (a) a forecasted consolidated balance sheet and
forecasted consolidated statements of income and cash flows of Holdings and its
Subsidiaries for such Fiscal Year and (b) forecasted consolidated statements of
income and cash flows of Holdings and its Subsidiaries for each Fiscal Quarter
of such Fiscal Year, together with an explanation of the assumptions on which
such forecasts are based;

     

    (xii)       New
Subsidiaries:  promptly upon any Person becoming a Subsidiary
of Company, a written notice setting forth with respect to such Person
(a) the date on which such Person became a Subsidiary of Company and
(b) all of the data required to be set forth in Schedule 5.1 annexed
hereto with respect to all Subsidiaries of Company (it being understood that
such written notice shall be deemed to supplement Schedule 5.1 annexed
hereto for all purposes of this Agreement);

     

    (xiii)       Related
Agreements:  promptly upon execution and delivery thereof,
copies of any material amendment, restatement, supplement or other modification
to or waiver of the First Lien Credit Agreement or collateral documents related
thereto or the Holdings Senior PIK Credit Agreement, in each case entered into
after the date hereof;


    
      
         


      

      
        -60-

        
          

        

      

      
         


      

    

     

     

    (xiv)       Patriot Act, etc.:
with reasonable promptness, information to confirm compliance with the
representations contained in subsection 5.16 reasonably requested by
Administrative Agent;

     

    (xv)       Other
Information:  with reasonable promptness, such other
information and data with respect to Company or any of its Subsidiaries as from
time to time may be reasonably requested by Administrative Agent;
and

     

    (xvi)       Net Asset Sale Proceeds and
Net Insurance/Condemnation Proceeds:  at the time of delivery
of the financial statements referred to in clauses (ii) and (iii) above, a brief
description of any event giving rise to the receipt of Net Asset Sale Proceeds
or Net Insurance/Condemnation Proceeds by Company, Holdings or their
Subsidiaries and a statement describing the general proposed application of such
proceeds.

     

    
      	
               
      

            	
              6.2

            	
              Existence,
      Etc.

            


    

     

    Except as
permitted under subsection 7.6, Holdings will, and will cause each of its
Subsidiaries to, at all times preserve and keep in full force and effect its
existence in the jurisdiction of organization specified on Schedule 5.1 and all
rights and franchises to its business; provided, however, that neither
Company, Holdings nor any of their Subsidiaries shall be required to preserve
any such right or franchise where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

     

    
      	
               
      

            	
              6.3

            	
              Payment of Taxes and
      Claims; Tax.

            


    

     

    Except to
the extent failure to do so could not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect, Company and Holdings will, and
will cause each of their Subsidiaries to, (a) timely pay all Taxes that
have become due and payable; provided that no such
Tax need be paid if it is being contested in good faith, so long as
(i) such reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made therefor and (ii) in
the case of such a Tax which has or may become a Lien against any of the
Collateral, such proceedings conclusively operate to stay the sale of any
portion of the Collateral to satisfy such charge or claim, and (b) timely
file all of its Tax returns.

     

    
      	
               
      

            	
              6.4

            	
              Maintenance of
      Properties; Insurance; Application of Net Insurance/Condemnation
      Proceeds.

            


    

     

    A.           Maintenance of
Properties.  Except to the extent failure to do so could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, Company and Holdings will, and will cause each of their
Subsidiaries to, maintain or cause to be maintained in good repair, working
order and condition, ordinary wear and tear and casualty or condemnation events
excepted, all properties used or useful in the business of Company, Holdings and
their Subsidiaries and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof in the ordinary course of
business.  Except to the extent failure to do so could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect, Company and Holdings will, and will cause each of their Subsidiaries to,
maintain the registrations and applications for registrations of the
Intellectual Property owned by Company, Holdings or their
Subsidiaries.


    
      
         


      

      
        -61-

        
          

        

      

      
         


      

    

     

    B.           Insurance.  Company
and Holdings will maintain or cause to be maintained, with financially sound and
reputable insurers, such business interruption, public liability insurance,
third party property damage insurance and casualty insurance with respect to
liabilities, losses or damage in respect of the assets, properties and
businesses of Company, Holdings and their Subsidiaries as may customarily be
carried or maintained under similar circumstances by corporations of established
reputation engaged in similar businesses, in each case in such amounts (giving
effect to self-insurance), with such deductibles, covering such risks and
otherwise on such terms and conditions as shall be customary for corporations
similarly situated in the industry and taking into account, with respect to Real
Property Assets, whether such assets are owned or leased.  Without
limiting the generality of the foregoing, Company and Holdings will maintain or
cause to be maintained (i) flood insurance with respect to each Flood
Hazard Property that is located in a community that participates in the National
Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and
(ii) replacement value casualty insurance on the Collateral under such
policies of insurance, with such insurance companies, in such amounts, with such
deductibles, and covering such risks as shall be customary for corporations
similarly situated in the industry.  Each such policy of insurance
shall (a) name Collateral Agent for the benefit of Secured Parties as an
additional insured thereunder as its interests may appear and (b) in the
case of each business interruption and casualty insurance policy, contain a loss
payable clause or endorsement, reasonably satisfactory in form and substance to
Collateral Agent, that names Collateral Agent for the benefit of Secured Parties
as the loss payee thereunder for any covered loss and provides for at least 30
days’ prior written notice to Collateral Agent of any modification or
cancellation of such policy.  In connection with the renewal of each
such policy of insurance, Company promptly shall deliver to Collateral Agent a
certificate from Company’s insurance broker or other evidence satisfactory to
Collateral Agent that Collateral Agent on behalf of Secured Parties has been
named as additional insured and/or loss payee thereunder.

     

    C.           Application of Net
Insurance/Condemnation Proceeds.  Subject to the Intercreditor
Agreement, upon receipt by Holdings or any of its Subsidiaries or by Collateral
Agent as loss payee of any Net Insurance/Condemnation Proceeds:

     

    (i)       so
long as no Event of Default shall have occurred and be continuing, Collateral
Agent, if it received such Net Insurance/Condemnation Proceeds, shall deliver
them to Company, and Company or Holdings shall, or shall cause one or more of
their Subsidiaries to, apply any such Net Insurance/Condemnation Proceeds to
reinvest in assets in accordance with subsection 2.4B, and to the extent not so
applied within the time periods set forth in subsection 2.4B, if such Net
Insurance/Condemnation Proceeds not so applied exceed $1,800,000, to prepay the
Loans as provided in subsection 2.4B; and

     

    (ii)       if
at any time an Event of Default shall have occurred and be continuing,
Collateral Agent, if it holds such Net Insurance/Condemnation Proceeds, is
hereby authorized by Company to, and Company or Holdings, if it or one of their
Subsidiaries holds such Net Insurance/Condemnation Proceeds, shall, apply such
Net Insurance/Condemnation Proceeds to prepay the Loans as provided in
subsection 2.4B and subsection 2.4D.

     

    
      	
               
      

            	
              6.5

            	
              Inspection Rights;
      Lender Meeting.

            


    

     

    A.           Inspection
Rights.  Company and Holdings shall, and shall cause each of
their Subsidiaries to, permit any authorized representatives designated by any
Secured Party (on a coordinated basis) to visit and inspect any of the
properties of Company, Holdings or of any of their Subsidiaries, to inspect,
copy and take extracts from its and their financial and accounting records, and
to discuss its and their affairs, finances and accounts with its and their
officers and independent public accountants (provided that Company
may, if it so chooses, be present at or participate in any such discussion), all
upon reasonable notice and at such reasonable times during normal business hours
up to one time per year or at any time or from time to time following the
occurrence and during the continuation of an Event of Default.


    
      
         


      

      
        -62-

        
          

        

      

      
         


      

    

     

    B.           Lender
Meeting.  Company will, upon the request of Administrative
Agent or Requisite Lenders, participate in a meeting of Administrative Agent and
Lenders once during each Fiscal Year by conference call at such time as may be
agreed to by Company and Administrative Agent (it being understood that,
notwithstanding anything to the contrary contained in this Agreement, Company
shall not be required to reimburse any Lender for its cost of attending any such
meeting).

     

    
      	
               
      

            	
              6.6

            	
              Compliance with Laws,
      Etc.

            


    

     

    Company
and Holdings shall comply, and shall cause each of their Subsidiaries to comply,
with the requirements of all applicable laws, rules, regulations and orders of
any Government Authority (including all Environmental Laws), noncompliance with
which could reasonably be expected to result in, individually or in the
aggregate, a Material Adverse Effect.

     

    
      	
               
      

            	
              6.7

            	
              Environmental
      Matters.

            


    

     

    A.           Environmental
Disclosure.  Company will deliver to Administrative Agent and
Lenders:

     

    (i)       Environmental Audits and
Reports.  As soon as practicable following receipt thereof,
copies of all final environmental audits, investigations, analyses and reports
of any kind or character, whether prepared by personnel of Holdings or any of
its Subsidiaries or by independent consultants, Government Authorities or any
other Persons, with respect to significant environmental matters at any Facility
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect or with respect to any Environmental Claims that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

     

    (ii)       Notice of Certain Releases,
Remedial Actions, Etc.  Promptly upon the occurrence thereof,
written notice describing in reasonable detail (a) any material Release
required to be reported to any Government Authority under any applicable
Environmental Laws, (b) any remedial action taken by Company or any other
Person in response to (1) any Hazardous Materials Activities the existence
of which could reasonably be expected to result in one or more Environmental
Claims having, individually or in the aggregate, a Material Adverse Effect, or
(2) any Environmental Claims that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, and (c) the
discovery by Holdings or any of its Subsidiaries of any occurrence or condition
on any real property adjoining or in the vicinity of any Facility that could
cause such Facility or any part thereof to be subject to any material
restrictions on the ownership, occupancy, transferability or use thereof under
any Environmental Laws.

     

    (iii)       Written Communications
Regarding Environmental Claims, Releases, Etc.  As soon as
practicable following the sending or receipt thereof by Holdings or any of its
Subsidiaries, a copy of any and all written communications with respect to
(a) any Environmental Claims that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, and (b) any
material Release required to be reported to any Government
Authority.

     

    (iv)       Notice of Certain Proposed
Actions Having Environmental Impact.  Prompt written notice
describing in reasonable detail (a) any proposed acquisition of stock,
assets, or property by Holdings or any of its Subsidiaries that could reasonably
be expected to (1) cause Holdings or any of its Subsidiaries to incur an
Environmental Claim that would reasonably be expected to result in, individually
or in the aggregate, a Material Adverse Effect or (2) cause Holdings or any of
its Subsidiaries to be unable to maintain in full force and effect all material
Governmental Authorizations required under any Environmental Laws for their
respective operations and (b) any proposed action to be taken by Holdings
or any of its Subsidiaries to commence manufacturing or other industrial
operations or to modify current operations in a manner that could reasonably be
expected to subject Holdings or any of its Subsidiaries to any additional
obligations or requirements under any Environmental Laws that could reasonably
be expected to result in, individually or in the aggregate, a Material Adverse
Effect.


    
      
         


      

      
        -63-

        
          

        

      

      
         


      

    

     

    B.           Company’s
Actions Regarding Hazardous Materials Activities, Environmental Claims and
Violations of Environmental Laws.

     

    (i)       Remedial
Actions Relating to Hazardous Materials Activities.  Company and
Holdings shall, in compliance with all applicable Environmental Laws, promptly
undertake, and shall cause each of their Subsidiaries promptly to undertake, any
and all investigations, studies, sampling, testing, abatement, cleanup, removal,
remediation or other response actions necessary to remove, remediate, clean up
or abate any Hazardous Materials Activity on, under or about any Facility that
is in violation of any Environmental Laws which violation could reasonably be
expected to have a Material Adverse Effect or that presents a risk arising from
an Environmental Claim that could reasonably be expected to result in a Material
Adverse Effect, provided, however, that Company
shall not be precluded from contesting in good faith any such alleged violation
of Environmental Law or Environmental Claim.

     

    (ii)       Actions
with Respect to Environmental Claims and Violations of Environmental
Laws.  Company and Holdings shall promptly take, and shall cause each
of their Subsidiaries promptly to take, any and all actions necessary to
(i) cure any material violation of applicable Environmental Laws by
Holdings or its Subsidiaries and (ii) make an appropriate response to any
Environmental Claim against Holdings or any of its Subsidiaries and discharge
any obligations it may have to any Person thereunder where failure to do so
could reasonably be expected to result in, individually or in the aggregate, a
Material Adverse Effect, provided, however, that Company
shall not be precluded from contesting in good faith any such alleged violation
of Environmental Law or Environmental Claim.

     

    
      	
               
      

            	
              6.8

            	
              Execution of Guaranty
      and Personal Property Collateral Documents After the Closing
      Date.

            


    

     

    A.           Execution of Guaranty and Personal
Property Collateral Documents.  In the event that any Person
becomes a Wholly Owned Subsidiary (other than any Foreign Subsidiary) of Company
after the date hereof, Company will promptly (and, in any event, within 30 days)
notify Administrative Agent of that fact and cause such Subsidiary to execute
and deliver to Administrative Agent a counterpart of the Guaranty and Security
Agreement and promptly thereafter (and, in any event, within 45 days unless
Administrative Agent shall have consented to a longer period in its sole
discretion) take all actions to perfect Collateral Agent’s security interest in
all assets of such Person pledged under the Security Agreement to the extent
required thereby.  In addition, as provided in the Security Agreement,
Company shall, or shall cause each Guarantor that owns the Capital Stock of such
Person to, execute and deliver to Administrative Agent a supplement to the
Security Agreement and to deliver to Collateral Agent all certificates
representing such Capital Stock of such Person (accompanied by irrevocable
undated stock powers, duly endorsed in blank) and pledged debt
instruments.

     

    B.           Foreign
Subsidiaries.  Notwithstanding the provisions of subsection
6.8A, no Capital Stock of (i) a Foreign Subsidiary that is a “controlled
foreign corporation” within the meaning of Section 957(a) of the Internal
Revenue Code (a “CFC”)
or (ii) a Domestic or Foreign Subsidiary which stock is owned directly or
indirectly by a CFC shall be required to be pledged pursuant to the provisions
of any Security Document; provided that Capital
Stock of a CFC which stock is not owned directly or indirectly by another CFC
may be pledged as long as the aggregate amount of such CFC’s Capital Stock so
pledged does not exceed (a) voting Capital Stock possessing 65% of the
aggregate voting power of all of such CFC’s Capital Stock and (b) 100% of
such CFC’s non-voting Capital Stock.

     

    
      
         


      

      
        -64-

        
          

        

      

      
         


      

    

     

    C.           Subsidiary Organizational Documents,
Legal Opinions, Etc.  At the time a Wholly-Owned Subsidiary of
Company (other than a Foreign Subsidiary) becomes a Material Subsidiary, Company
shall deliver to Administrative Agent (i) certified copies of such
Subsidiary’s Organizational Documents, together with, if such Subsidiary is a
Domestic Subsidiary, a good standing certificate from the Secretary of State of
the jurisdiction of its organization, each to be dated a recent date prior to
their delivery to Administrative Agent, (ii) a certificate executed by the
secretary or similar officer of such Subsidiary as to (a) the fact that the
attached resolutions of the Governing Body of such Subsidiary approving and
authorizing the execution, delivery and performance of such Loan Documents are
in full force and effect and have not been modified or amended and (b) the
incumbency and signatures of the officers of such Subsidiary executing such Loan
Documents, and (iii) if requested by Administrative Agent, a favorable
opinion of counsel to such Subsidiary, in form and substance reasonably
satisfactory to Administrative Agent and its counsel, as to (a) valid
existence and good standing of such Subsidiary, (b) the due authorization,
execution and delivery by such Subsidiary of such Loan Documents, (c) the
enforceability of such Loan Documents against such Subsidiary and (d) such
other matters (including matters relating to the creation and perfection of
Liens in any Collateral pursuant to such Loan Documents) as Administrative Agent
may reasonably request, all of the foregoing to be reasonably satisfactory in
form and substance to Administrative Agent and its counsel.

     

    
      	
               
      

            	
              6.9

            	
              Matters Relating to
      Additional Real Property
Collateral.

            


    

     

    A.           Mortgages,
Etc.  From and after the Closing Date, in the event that
(i) Company or any Guarantor acquires any fee ownership interest in real
property, together with any Improvements thereon with a value in excess of
$3,500,000 or
(ii) at the time any Person becomes a Guarantor, such Person owns or holds
any fee ownership interest in real property with a value in excess of
$3,500,000, in the case of clause (ii) above excluding any such Real
Property Asset the encumbering of which requires the consent of any
then-existing senior lienholder, where Company and its Subsidiaries have
attempted in good faith, but are unable, to obtain such senior lienholder’s
consent (any such non-excluded Real Property Asset described in the foregoing
clause (i) or (ii) being a “Mortgaged Property” and all
such non-excluded Real Property Assets, collectively, the “Mortgaged Properties”),
Company or such Guarantor shall deliver to Administrative Agent, as soon as
practicable after such Person acquires such Mortgaged Property or becomes a
Guarantor (and, in any event, within 30 days of the acquisition thereof and such
Person becoming a Guarantor), as the case may be, a fully executed and notarized
Mortgage (a “Mortgage”)
(which Mortgage shall be expressly subject to the Intercreditor Agreement), in
proper form for recording in all appropriate offices in all applicable
jurisdictions, encumbering the ownership interest of such Loan Party in such
Mortgaged Property; and Administrative Agent shall have received from Company or
such applicable Guarantor:

     

    (i)       Opinions of Local
Counsel.  If requested by Agent, an opinion of counsel (which
counsel shall be reasonably satisfactory to Administrative Agent) in each state
in which a Mortgaged Property is located with respect to the enforceability of
the form(s) of Mortgages to be recorded in such state and such other matters as
Administrative Agent may reasonably request, in each case in form and substance
reasonably satisfactory to Administrative Agent;

     

    
      
         


      

      
        -65-

        
          

        

      

      
         


      

    

     

    (ii)       Consents,
Etc.  With respect to each Mortgaged Property, such consents,
approvals, amendments, supplements, estoppels, tenant subordination agreements
or other instruments as shall reasonably be deemed necessary by Administrative
Agent in order for the owner or holder of the fee ownership interest
constituting such Mortgaged Property to grant the Lien contemplated by the
Mortgage with respect to such Mortgaged Property;

     

    (iii)       Title
Insurance.  If requested by Agent, with respect to each
Mortgage, a policy of title insurance (or marked-up title insurance commitment
having the effect of a policy of title insurance) insuring the Lien of such
Mortgage as a valid Second Priority mortgage Lien on the Mortgaged Property and
fixtures described therein in the amount equal to not less than 110% of the fair
market value of such Mortgaged Property and fixtures, which policy (or such
marked-up commitment) (each, a “Title Policy”) shall
(A) be issued by the Title Company, (B) contain a “tie-in” or
“cluster” endorsement, if available under applicable law (i.e., policies which insure
against losses regardless of location or allocated value of the insured property
up to a stated maximum coverage amount), (C) have been supplemented by such
endorsements as shall be reasonably requested by Collateral Agent and available
in the jurisdiction in which the Mortgaged Property is located (including
endorsements on matters relating to usury, first loss, last dollar, zoning,
contiguity, revolving credit, doing business, non-imputation, public road
access, survey, variable rate, environmental lien, subdivision, mortgage
recording tax, separate tax lot, revolving credit, and so-called comprehensive
coverage over covenants and restrictions), and (D) contain no exceptions to
title other than Permitted Encumbrances and other exceptions reasonably
acceptable to Administrative Agent;

     

    (iv)       With
respect to each Mortgaged Property, such affidavits, certificates, information
(including financial data) and instruments of indemnification (including a
so-called “gap” indemnification) as shall be required to induce the Title
Company to issue the Title Policy/ies and endorsements contemplated
above;

     

    (v)       Evidence
reasonably acceptable to Administrative Agent of payment by Company of all Title
Policy premiums, search and examination charges, escrow charges and related
charges, mortgage recording taxes, fees, charges, costs and expenses required
for the recording of the Mortgages and issuance of the Title Policies referred
to above;

     

    (vi)       with
respect to each Mortgaged Property, copies of all leases in which Company or any
of its Subsidiaries holds the lessor’s interest or other agreements relating to
possessory interests, if any;

     

    (vii)       with
respect to each Mortgaged Property, evidence reasonably acceptable to
Administrative Agent that each Loan Party shall have made all notifications,
registrations and filings, to the extent required by, and in accordance with,
all Governmental Real Property Disclosure Requirements applicable to the
granting of a Mortgage with respect to the Mortgaged Property;

     

    (viii)       Matters Relating to Flood
Hazard Properties.  (a) Evidence, which may be in the form of a
completed Federal Emergency Management Agency Standard Flood Hazard
Determination, as to whether (1) any Mortgaged Property is a Flood Hazard
Property and (2) the community in which any such Flood Hazard Property is
located is participating in the National Flood Insurance Program, (b) if there
are any such Flood Hazard Properties, such Loan Party’s written acknowledgement
of receipt of written notification from Administrative Agent (1) as to the
existence of each such Flood Hazard Property and (2) as to whether the community
in which each such Flood Hazard Property is located is participating in the
National Flood Insurance Program, and (c) in the event any such Flood Hazard
Property is located in a community that participates in the National Flood
Insurance Program, evidence that Company has obtained flood insurance in respect
of such Flood Hazard Property to the extent required under the applicable
regulations of the Board of Governors of the Federal Reserve System;
and


    
      
         


      

      
        -66-

        
          

        

      

      
         


      

    

     

    (ix)       Surveys
with respect to each Mortgaged Property.

     

    B.           Real Estate
Appraisals.  Company shall, and shall cause each of its
Subsidiaries to, permit an independent real estate appraiser satisfactory to
Administrative Agent, upon reasonable notice during Company’s or its
Subsidiaries’ normal business hours, to visit and inspect any Mortgaged Property
for the purpose of preparing an appraisal of such Mortgaged Property if required
in order for Administrative Agent or Lenders to comply with any applicable laws
and regulations (in each case to the extent required under such laws and
regulations as determined by Administrative Agent).

     

    
      	
               
      

            	
              6.10

            	
              Interest Rate
      Protection.

            


    

     

    Within 90 days after the Closing Date,
Company shall enter into one or more Interest Rate Agreements in an aggregate
notional principal amount, together with the aggregate principal amount of the
then outstanding Term Loans bearing interest at a fixed rate, of not less
than 50% of the sum of the aggregate principal amounts of the then outstanding
Term Loans and the term loans under the First Lien Credit Agreement, for a term
of at least 3 years from the Closing Date, each such
Interest Rate Agreement to be in form and substance reasonably satisfactory to Administrative
Agent.  Company shall maintain in effect each such Interest Rate
Agreement during its term.

     

    
      	
               
      

            	
              6.11

            	
              Deposit Accounts and
      Securities Accounts.

            


    

     

    From and
after 75 days after the Closing Date (or such later date as Collateral Agent may
agree), (i) Company shall not permit its Domestic Subsidiaries’ Deposit Accounts
and Securities Accounts at any time to have a principal balance in excess of
$1,000,000 in the aggregate (excluding zero balance accounts and any accounts
used solely for payroll, payroll taxes and other employee wage and benefit
payments and any account subject to a Lien permitted by subsection 7.2A(ix))
unless Company or such Domestic Subsidiary, as the case may be, has
(i) executed and delivered to Collateral Agent a Control Agreement, and
(ii) taken all other steps necessary or, in the opinion of Collateral
Agent, desirable to ensure that Collateral Agent has a perfected security
interest in such accounts; provided that, if
Company or such Domestic Subsidiary is unable to obtain a Control Agreement from
the financial institution at which the Deposit Account or Securities Account is
maintained, Company shall, or shall cause such Domestic Subsidiary to, transfer
all amounts in the applicable account to an account maintained at a financial
institution from which Company or such Domestic Subsidiary has obtained a
Control Agreement and (ii) Company shall not permit the aggregate amount on
deposit in all Deposit Accounts of Company and of its Domestic Subsidiaries
(other than Deposit Accounts maintained with Administrative Agent or subject to
a Control Agreement and any zero balance accounts and any accounts used solely
for payroll, payroll taxes and other employee wage and benefit payments and any
account subject to a Lien permitted by subsection 7.2A(ix)) at any time to
exceed $1,000,000.

     

    
      	
               
      

            	
              6.12

            	
              Ratings.

            


    

     

    Company
and Holdings shall use commercially reasonable efforts to cause the Loans under
this Agreement and the First Lien Indebtedness and the Holdings Senior PIK
Indebtedness and Company’s and Holdings’ corporate credit to continue to be
publicly rated by each of Moody’s and S&P (but not to maintain a specific
rating).


    
      
         


      

      
        -67-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.13

            	
              Employee
      Benefits.

            


    

     

    Holdings
and each of its Subsidiaries shall comply in all material respects with the
applicable provisions of ERISA and the Internal Revenue Code and shall furnish
to Administrative Agent (x) as soon as possible after, and in any event
within five days after any Officer of any Loan Party or any ERISA Affiliate
of any Loan Party knows or has reason to know that, any ERISA Event has occurred
that, alone or together with any other ERISA Event could reasonably be expected
to result in liability of the Loan Parties or any of their ERISA Affiliates in
an aggregate amount exceeding $1,000,000 or the imposition of a Lien, a
statement of an Officer of such Loan Party setting forth details as to such
ERISA Event and the action, if any, that the Loan Parties propose to take with
respect thereto, and (y) upon request by Administrative Agent, copies of
(i) each Schedule B (Actuarial Information) to the annual report (Form
5500 Series) filed by any Loan Party or any ERISA Affiliate with the Internal
Revenue Service with respect to each Pension Plan; (ii) the most recent
actuarial valuation report for each Pension Plan; (iii) all notices
received by any Loan Party or any ERISA Affiliate from a Multiemployer Plan
sponsor or any governmental agency concerning an ERISA Event; and (iv) such
other documents or governmental reports or filings relating to any Pension Plan
(or employee benefit plan sponsored or contributed to by any Loan Party) as
Administrative Agent shall reasonably request.

     

    
      	
               
      

            	
              6.14

            	
              Post-Closing
      Collateral Matters.

            


    

     

    To the
extent such item has not been delivered as of the Closing Date, Company shall
deliver to Administrative Agent
within 10 Business Days after the Closing Date (or such later date as
Administrative Agent may agree), a
share mortgage with the Collateral Agent pledging Capital Stock of Company’s
direct, wholly owned Subsidiary IntraLinks, Ltd. possessing 65% of the aggregate
voting power of all of such company’s stock and 100% of such company’s non-voting stock
and a related written opinion or opinions of foreign counsel in form reasonably
satisfactory to Administrative Agent.

     

    Section
7.              COMPANY’S
NEGATIVE COVENANTS

     

    Holdings
and Company covenant and agree that, until payment in full of all of the Loans
and other Obligations (other than Unasserted Obligations), unless Requisite
Lenders shall otherwise give prior written consent, Holdings and Company shall
perform, and shall cause each of their Subsidiaries to perform, all covenants in
this Section 7.

     

    
      	
               
      

            	
              7.1

            	
              Indebtedness.

            


    

     

    Holdings
and Company shall not, and shall not permit any of their Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

     

    (i)       Holdings
and its Subsidiaries may become and remain liable with respect to the
Obligations;

     

    (ii)       Company
and its Subsidiaries may become and remain liable with respect to Indebtedness
including purchase money obligations (including obligations in respect of
mortgage, industrial revenue bond, industrial development bond and similar
financings) (x) in respect of Capital Leases or (y) incurred to finance the
acquisition, construction or improvement of any fixed or capital assets, and
modifications, extensions, renewals, refundings, replacements and extensions of
any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (A) in
the case of clause (y), such Indebtedness is incurred prior to or within
210 days after such acquisition or the completion of such construction or
improvement and (B) the aggregate principal amount of Indebtedness permitted by
this subsection 7.1(ii) shall not exceed $9,000,000 at any time
outstanding;


    
      
         


      

      
        -68-

        
          

        

      

      
         


      

    

     

    (iii)       (A)
Company may become and remain liable with respect to Indebtedness to any
Subsidiary Guarantor, and any Subsidiary Guarantor may become and remain liable
with respect to Indebtedness to Company or any other Subsidiary Guarantor; provided that
(a) a security interest in all such intercompany Indebtedness shall have
been granted to Collateral Agent for the benefit of Lenders and (b) if such
intercompany Indebtedness is evidenced by a promissory note or other instrument,
such promissory note or instrument shall have been pledged to Administrative
Agent pursuant to the Security Agreement, and (B) any Subsidiary that is not a
Subsidiary Guarantor may become and remain liable with respect to Indebtedness
to any other Subsidiary that is not a Subsidiary Guarantor;

     

    (iv)       Company
and its Subsidiaries may remain liable with respect to Indebtedness described in
Schedule 7.1
annexed hereto and become and remain liable with respect to any modifications,
refinancings, refundings, renewals or extensions thereof or in the case of any
Indebtedness of a Foreign Subsidiary, any replacement or substitute therefor
(without increasing, or shortening the maturity of, the principal amount thereof
(except by an amount equal to the accreted value, if applicable, and a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such modification, refinancing,
refunding, renewal, extension, replacement or substitution and by an amount
equal to any existing commitments unutilized) or changing the obligors
thereunder), in each case other than Existing Indebtedness to Be
Repaid;

     

    (v)       any
Person that becomes a Subsidiary of Company as a result of a Permitted
Acquisition may remain liable with respect to Indebtedness existing on the date
of such acquisition and become and remain liable with respect to any
modifications, refinancings, refundings, renewals or extensions thereof (without
increasing, or shortening the maturity of, the principal amount thereof (except
by an amount equal to the accreted value, if applicable, and a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such modification, refinancing, refunding, renewal
or extension and by an amount equal to any existing commitments unutilized) or
changing the obligors thereunder); provided that such
Indebtedness is not created in anticipation of such acquisition and no more than
$9,000,000 of Indebtedness shall have been incurred in reliance on this
subsection 7.1(v) since the Closing Date;

     

    (vi)       current
and future Foreign Subsidiaries that do not conduct, transact or otherwise
engage in any business or operations other than the provision of services to or
on behalf of Company and its Subsidiaries may incur Indebtedness to Company and
the Subsidiary Guarantors in the ordinary course of business consistent with
past practice;

     

    (vii)       the
Loan Parties may become and remain liable with respect to First Lien
Indebtedness pursuant to the First Lien Credit Agreement and, subject to the
limitations set forth in the Intercreditor Agreement, Indebtedness incurred to
refinance, extend, renew, restructure or replace, or in exchange for, such First
Lien Indebtedness, in whole or in part (“Refinancing First Lien
Indebtedness”), in an aggregate principal amount not to exceed
$172,500,000 plus any amounts of
accreted or amortized original issue discount or any amounts of interest paid in
the form of additional First Lien Indebtedness and a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in connection
with any First Lien Indebtedness or Refinancing First Lien Indebtedness being
refinanced, extended, renewed, restructured or exchanged; provided that
(i) such Refinancing First Lien Indebtedness is permitted under the terms
of the Intercreditor Agreement and (ii) the maximum amount of any First Lien
Indebtedness permitted by this clause (vii) shall be reduced on a dollar for
dollar basis by the aggregate amount of the principal of term loans prepaid
thereunder pursuant to subsection 2.4B(iii) of the First Lien Credit Agreement
and scheduled amortization of term loans under the First Lien Credit Agreement
(other than in connection with a refinancing of First Lien Indebtedness
permitted under this clause (vii));


    
      
         


      

      
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    (viii)       Holdings
may become and remain liable with respect to Holdings Senior PIK Indebtedness
pursuant to the Holdings Senior PIK Credit Agreement and, subject to the
limitations set forth in subsection 7.10, Indebtedness incurred to refinance,
extend, renew, restructure or replace, or in exchange for, such Holdings Senior
PIK Indebtedness, in whole or in part (“Refinancing Holdings Senior PIK
Indebtedness”), in an aggregate principal amount not to exceed
$75,000,000 plus any amounts of
accreted or amortized original issue discount or any amounts of interest paid in
the form of additional Holdings Senior PIK Indebtedness and a reasonable premium
or other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with any Holdings Senior PIK Indebtedness or any Holdings Refinancing
Senior PIK Indebtedness being refinanced, extended, renewed, restructured or
exchanged; provided that
(i) such Refinancing Holdings Senior PIK Indebtedness is unsecured,
(ii) the non-economic terms and conditions of such Refinancing Holdings
Senior PIK Indebtedness are not less favorable in the aggregate to Holdings and
its Subsidiaries and to the Agents and the Lenders than the terms and conditions
of Indebtedness then outstanding under the Holdings Senior PIK Credit Agreement,
(iii) the final maturity and the average life to maturity of such
Refinancing Holdings Senior PIK Indebtedness is at least equal to that of the
Indebtedness then outstanding under the Holdings Senior PIK Credit Agreement and
(iv) the amount of any Holdings Senior PIK Indebtedness permitted by this clause
(viii) shall be reduced on a dollar for dollar basis by the amount of
prepayments of Holdings Senior PIK Indebtedness other than with the proceeds of
additional Indebtedness permitted under this clause (viii);

     

    (ix)       Company
and its Subsidiaries may become and remain liable with respect to other
Indebtedness in an aggregate principal amount not to exceed $12,000,000 at any
time outstanding; provided that the
aggregate principal amount of Indebtedness of Subsidiaries that are not
Subsidiary Guarantors incurred pursuant to this clause (ix) shall not exceed
$3,000,000 in the aggregate at any time outstanding;

     

    (x)       Company
and the Subsidiary Guarantors may become and remain liable with respect to
(x) Indebtedness, in respect of performance bonds, surety bonds, appeal
bonds, completion guarantees or like instruments or with respect to workers’
compensation claims, in each case incurred in the ordinary course of business,
and (y) letters of credit supporting obligations described in subclause
(ix);

     

    (xi)       the
Loan Parties may become and remain liable with respect to Indebtedness under
Hedge Agreements required under subsection 6.10 or otherwise entered into
in the ordinary course of business and not for speculative
purposes;

     

    (xii)       Company
and its Subsidiaries may become and remain liable with respect to customary
indemnification and purchase price adjustment obligations incurred in connection
with Asset Sales or other sales of assets;

     

    (xiii)       (x)
Company and the Subsidiary Guarantors may become and remain liable with respect
to guarantee obligations in respect of any Indebtedness of Company or any
Subsidiary Guarantor permitted by subsection 7.1, (y) Company and the
Subsidiary Guarantors may become and remain liable with respect to guarantee
obligations in respect of any Foreign Subsidiary to the extent permitted by
subsection 7.1(vi) and (z) any Subsidiary that is not a Guarantor may become and
remain liable with respect to guarantee obligations in respect of any
Indebtedness of any Subsidiary that is not a Guarantor permitted by subsection
7.1; and

     

    
      
         


      

      
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    (xiv)       Company
and its Subsidiaries may become and remain liable for Indebtedness in respect of
netting services, overdraft protections and similar arrangements in each case in
connection with cash management and deposit accounts in the ordinary course of
business.

     

    
      	
               
      

            	
              7.2

            	
              Liens and Related
      Matters.

            


    

     

    A.           Prohibition on
Liens.  Holdings and Company shall not, and shall not permit
any of their Subsidiaries to, directly or indirectly, create, incur, assume or
permit to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, except:

     

    (i)       Permitted
Encumbrances;

     

    (ii)       Liens
securing Indebtedness permitted pursuant to subsection 7.1(ii); provided that (x)
such Liens attach at all times only to the assets so financed except for
accessions to the property that is affixed or incorporated into the property
covered by such Lien or financed with the proceeds of such Indebtedness and the
proceeds and the products thereof and (y) that individual financings of
equipment provided by one lender may be cross collateralized to other financings
of equipment provided by such lender;

     

    (iii)       Liens
on assets of a Person that becomes a direct or indirect Subsidiary of Company or
that are acquired by Company or any of its Subsidiaries after the date of this
Agreement in a Permitted Acquisition, provided, however, that such
Liens (x) exist at the time such Person becomes a Subsidiary or at the time such
assets are acquired, (y) attach only to specific assets acquired in such
Permitted Acquisition (and the proceeds or products thereof) and (z) were
not created in anticipation of such acquisition and, in any event, do not in the
aggregate secure Indebtedness in excess of $3,000,000 at any
time;

     

    (iv)       Liens
described in Schedule 7.2
annexed hereto and extensions, renewals and replacements thereof;

     

    (v)       Liens
securing the First Lien Indebtedness and Refinancing First Lien Indebtedness
permitted under subsection 7.1(vii)

     

    (vi)       other
Liens securing obligations in an aggregate amount not to exceed $3,000,000 at
any time outstanding;

     

    (vii)       Liens
on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries
otherwise permitted under subsection 7.1;

     

    (viii)       Liens
in favor of Company or a Guarantor securing Indebtedness permitted under
subsection 7.1(iii);

     

    (ix)       Liens
arising out of any conditional sale, title retention, consignment or other
similar arrangements for the sale of goods entered into by Holdings or any of
its Subsidiaries in the ordinary course of business to the extent such Liens do
not attach to any assets other than the goods subject to such arrangements and
the proceeds thereof;

     

    
      
         


      

      
        -71-

        
          

        

      

      
         


      

    

     

    (x)       Liens
incurred in the ordinary course of business in connection with the purchase or
shipping of goods or assets, which Liens or in the favor of the seller or
shipper of such goods or assets and only attach to such goods or assets (or the
proceeds thereof); and

     

    (xi)       Liens
(A) (x) on advances of Cash and Cash Equivalents in favor of the seller of any
property to be acquired in an Investment permitted pursuant to section 7.3 to be
applied against the purchase price for such Investment and (y) consisting of an
agreement to dispose of any property in an asset sale or disposition permitted
under section 7.3 and (B) consisting of earnest money deposits of Cash and Cash
Equivalents made by Holdings or any of its Subsidiaries in connection with any
letter of intent or purchase agreement in connection with any Investment
permitted pursuant to section 7.3.

     

    B.           No Further Negative
Pledges.  Holdings and the Company shall not, and shall not
permit any of their Subsidiaries to enter into any agreement prohibiting the
creation or assumption of any Lien upon any of its material properties or
assets, whether now owned or hereafter acquired, to secure Indebtedness under
any senior credit facility, including this Agreement, other than (i) this
Agreement, the First Lien Credit Agreement, the Holdings Senior PIK Credit
Agreement, or any agreement prohibiting only the creation of Liens securing
Subordinated Indebtedness, (ii) any agreement evidencing Indebtedness secured by
Liens permitted by subsections 7.2A(ii), (iii), (iv), (vi), (vii) and (viii) as
to the assets securing such Indebtedness, (iii) agreements that are customary
restrictions on leases, subleases, licenses or permits so long as such
restrictions relate to the property subject thereto, (iv) agreements that
are customary provisions restricting subletting or assignment of any lease
governing a leasehold interest, (v) agreements that are customary
provisions restricting assignment or transfer of any contract entered into in
the ordinary course of business and (vi) any agreement evidencing an asset
sale, as to the assets being sold.

     

    C.           No Restrictions on Subsidiary
Distributions to Company or Other Subsidiaries.  Holdings and
Company will not, and will not permit any of their Subsidiaries to, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such Subsidiary to
(i) pay dividends or make any other distributions on any of such
Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company,
(ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings
or any of its Subsidiaries, (iii) make loans or advances to Holdings or any
of its Subsidiaries, or (iv) transfer any of its property or assets to
Holdings or any of its Subsidiaries, except (a) as provided in this
Agreement, the First Lien Credit Agreement, the Holdings Senior PIK Credit
Agreement, and any Refinancing First Lien Indebtedness and any Refinancing
Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii)
and (viii), respectively, (b) as to transfers of assets, as may be provided
in an agreement with respect to a sale of such assets, (c) encumbrances or
restrictions existing under or by reason of agreements binding on a Subsidiary
at the time such Subsidiary first becomes a Subsidiary of Company, so long as
such agreements were not entered into in contemplation of such Person becoming a
Subsidiary of Company, (d) encumbrances or restrictions existing under or by
reason of agreements that are customary provisions in joint venture agreements
and other similar agreements applicable to Joint Ventures permitted under
subsection 7.3 and applicable solely to such Joint Venture, (e) encumbrances or
restrictions existing under or by reason of agreements that are customary
restrictions on leases, subleases, licenses or permits so long as such
restrictions relate to the property subject thereto, (f) encumbrances or
restrictions existing under or by reason of agreements that are customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest, (g) encumbrances or restrictions existing under or by
reason of agreements that are customary provisions restricting assignment or
transfer of any contract entered into in the ordinary course of business, (h) as
to Foreign Subsidiaries, restrictions which do not have a material adverse
effect on the ability of Company to repay the Obligations when due and which are
contained in the Organizational Documents of any such Foreign Subsidiary (but
only to the extent required by Requirements of Law) or in agreements relating to
Indebtedness permitted under clauses (iv) and (vi) of subsection 7.1 and
(i) encumbrances or restrictions existing under or by reason of any
agreements governing any purchase money Liens or obligations under Capital
Leases otherwise permitted hereby (in which case, any prohibition or limitation
shall only be effective against the property financed thereby; provided that
individual agreements governing purchase money Liens or obligations under
Capital Leases provided by a Person (or its Affiliates) may be
cross-collateralized to other such agreements governing purchase money Liens or
obligations under Capital Leases provided by such Person (or its
Affiliates)).


    
      
         


      

      
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              7.3

            	
              Investments;
      Acquisitions.

            


    

     

    Holdings
and Company shall not, and shall not permit any of their Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, or acquire, by purchase or otherwise, all or substantially all
the business, property or fixed assets of, or Capital Stock of, any Person, or
any division or line of business of any Person except:

     

    (i)       Holdings
and its Subsidiaries may make and own Investments in Cash and Cash
Equivalents;

     

    (ii)       the
Guarantors may make and own Investments in Company and in other Guarantors that
are Subsidiaries of Company, and Subsidiaries of Company that are not Guarantors
may make and own Investments in other Subsidiaries of Company;

     

    (iii)       Holdings
and its Subsidiaries may make intercompany loans, guarantees and advances to the
extent permitted under subsection 7.1;

     

    (iv)       Holdings
and its Subsidiaries may consummate the Merger and make related Investments in
accordance with the terms and conditions of the Merger Agreement;

     

    (v)       Company
and its Subsidiaries may make Consolidated Capital Expenditures not prohibited
by the First Lien Credit Agreement;

     

    (vi)       Company
and its Subsidiaries may continue to own the Investments owned by them and
described in Schedule 7.3
annexed hereto, including any modification, replacement, renewal or extension
thereof which does not increase the amount thereof;

     

    (vii)       Company
and its Subsidiaries may make Permitted
Acquisitions; provided that
(a) no Potential Event of Default or Event of Default shall have occurred
and be continuing at the time such acquisition occurs or after giving effect
thereto, (b) Company shall be in Pro Forma Compliance (as defined in the First
Lien Credit Agreement as in effect on the Closing Date without giving effect to
any waiver by Lenders under the First Lien Credit Agreement of Covenants in the
First Lien Credit Agreement on which Pro Forma Compliance is based) after giving
effect thereto, (c) Company and Holdings shall, and shall cause their
Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with
respect to each such acquisition that results in a Person becoming a Subsidiary
and (d) the aggregate fair market value of all direct and indirect Investments
in Persons that do not become Guarantors resulting from all such acquisitions
shall not exceed in the aggregate $3,000,000;

     

    
      
         


      

      
        -73-

        
          

        

      

      
         


      

    

     

    (viii)       Company
and the Subsidiary Guarantors may make Investments consistent with past practice
for the purposes of reimbursing payroll, rent, insurance and other ordinary
course operating expenses of current and future Foreign Subsidiaries that do not
conduct, transact or otherwise engage in any business or operations other than
the provision of services to or on behalf of Company and its
Subsidiaries;

     

    (ix)       Holdings
and Company may acquire and hold obligations of one or more officers or other
employees of Holdings or its Subsidiaries in connection with such officers’ or
employees’ acquisition of shares of its Capital Stock, so long as no cash is
actually advanced by Holdings or any of its Subsidiaries to such officers or
employees in connection with the acquisition of any such
obligations;

     

    (x)       Company
and its Subsidiaries may receive and hold promissory notes and other noncash
consideration received in connection with any Asset Sale permitted by
subsection 7.6;

     

    (xi)       Company
and its Subsidiaries (a) may make and own other Investments through the
issuance of Specified Equity and (b) may make and own other Investments in an
aggregate amount not to exceed at any time (x) $6,000,000 plus (y) the Specified
Equity Amount;

     

    (xii)       Company
and its Subsidiaries may make and own Investments in connection with the
workout, bankruptcy or reorganization of, or settlement of delinquent accounts
and disputes with, customers and suppliers, in each case in the ordinary course
of business;

     

    (xiii)       Company
and its Subsidiaries may make and own Investments consisting of lease, utility
and other deposits or advances in the ordinary course of business;

     

    (xiv)       Company
and its Subsidiaries may make and own Investments consisting of extensions of
credit in the nature of accounts receivable or notes receivable arising from the
grant of trade credit in the ordinary course of business;

     

    (xv)       Holdings
and its Subsidiaries may enter into Hedge Agreements as permitted under
subsection 7.1(xi);

     

    (xvi)       Company
and its Subsidiaries may make and own Investments in the ordinary course of
business consisting of endorsements for collection or deposit;

     

    (xvii)       Holdings
and its Subsidiaries may make and own Investments consisting of advances of
payroll payments to employees in the ordinary course of business;
and

     

    (xviii)       Company
and its Subsidiaries may make advances in the form of a cash deposit or
prepayment of expenses to vendors, suppliers and trade creditors so long as such
deposits are made and such expenses are incurred in the ordinary course of
business of Company or such Subsidiary.

     

    
      	
               
      

            	
              7.4

            	
              Restricted Junior
      Payments.

            


    

     

    Holdings
and Company shall not, and with respect to clause (iv) of the definition of
Restricted Junior Payment shall not permit any of their Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment; provided that (in the
case of clauses (i), (iii), (vii) and (viii) below so long as no Event of
Default or Potential Event of Default shall have occurred and be continuing or
would result therefrom):

     

    
      
         


      

      
        -74-

        
          

        

      

      
         


      

    

     

    (i)       Company
and its Subsidiaries may make regularly scheduled payments of interest in
respect of any Subordinated Indebtedness in accordance with the terms of, and
only to the extent required by, and subject to the subordination provisions
contained in, the indenture or other agreement pursuant to which such
Subordinated Indebtedness was issued, as such indenture or other agreement may
be amended from time to time to the extent permitted under this
Agreement;

     

    (ii)       any
Subsidiary of Holdings may make Restricted Junior Payments to Holdings in an
aggregate amount not in excess of $3,000,000 in any Fiscal Year (i) to fund
any redemption or repurchase of Capital Stock that is required pursuant to the
terms of any “qualified stock bonus plan” under Section 401(a) of the Internal
Revenue Code that complies in all material respects with the applicable
provisions of Sections 404, 409 and 415 of the Internal Revenue Code and
(ii) to repurchase the Capital Stock of Holdings from directors, employees
or members of management of Holdings or any Subsidiary (or their estate, family
members, spouse and/or former spouse);

     

    (iii)       Company
and its Subsidiaries may make any payment or prepayment of principal of,
premium, if any, or interest on, or redeem, purchase, retire, defease (including
in-substance or legal defeasance), create a sinking fund or make a similar
payment with respect to, Subordinated Indebtedness of Company and its
Subsidiaries with the proceeds of any refinancing Indebtedness of Company and
its Subsidiaries permitted by subsection 7.1 so long as such refinancing
Indebtedness is Subordinated Indebtedness of Company and its Subsidiaries and
subordinated to at least the same extent as the Subordinated Indebtedness being
refinanced;

     

    (iv)       Holdings
and Company may declare and make dividend payments or other distributions
payable solely in Specified Equity of such Person;

     

    (v)       any
Subsidiary of Holdings may make Restricted Junior Payments to
Holdings:

     

    (a)       the
proceeds of which will be used to pay the tax liability for the relevant
jurisdiction in respect of consolidated, combined, unitary or affiliated tax
returns filed by Holdings (that include Company and or any of its Subsidiaries)
to the extent such tax liability does not exceed the lesser of (a) the taxes
that would have been payable by Company and its Subsidiaries as a stand-alone
group to the extent that any such taxes are not paid or to be paid directly by
Company or its Subsidiaries or (b) the actual tax liability of the Holdings
consolidated, combined, unitary or affiliated group to the extent paid or to be
paid by Holdings; and

     

    (b)       the
proceeds of which shall be used by Holdings to pay its operating expenses
incurred in the ordinary course of business and other corporate overhead costs
and expenses (including, without limitation, administrative, legal, accounting
and similar expenses provided by third parties), which are reasonable and
customary and incurred in the ordinary course of business, in an aggregate
amount not to exceed $120,000 in any Fiscal Year plus any reasonable
and customary indemnification claims made by directors or officers of Holdings
attributable to the ownership or operations of Company and its
Subsidiaries;

     

    (vi)       Holdings
may make Restricted Junior Payments consisting of repurchases of Capital Stock
of Holdings deemed to occur upon the non-cash exercise of stock options and
warrants;

     

    (vii)       Company
may make Restricted Junior Payments after the Closing Date equal to 50% of the
Consolidated Net Income of Company and its Subsidiaries for the period (taken as
one accounting period) commencing with the Fiscal Quarter ending September 30,
2007 and ending on the date of Holdings’ most recently ended Fiscal Quarter for
which financial statements required to be delivered pursuant to subsections
6.1(ii) or (iii) are available at the time of such Restricted Junior Payment;
provided that
the aggregate amount of such Restricted Junior Payments for any such Fiscal Year
shall not exceed $2,400,000; and


    
      
         


      

      
        -75-

        
          

        

      

      
         


      

    

     

    (viii)       Holdings
and Company may make other Restricted Junior Payments after the Closing Date
equal to $9,000,000.

     

    
      	
               
      

            	
              7.5

            	
              [Reserved].

            


    

     

    
      	
               
      

            	
              7.6

            	
              Restriction on
      Fundamental Changes; Asset
Sales.

            


    

     

    Holdings
and Company shall not, and shall not permit any of their Subsidiaries to, enter
into any transaction of merger or consolidation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease or sublease (as lessor or sublessor), transfer or otherwise dispose of, in
one transaction or a series of transactions, all or any part of its business,
property or assets (including its notes or receivables and Capital Stock of a
Subsidiary of Company, whether newly issued or outstanding), whether now owned
or hereafter acquired, except:

     

    (i)       any
Subsidiary of Company may be merged with or into Company or any Subsidiary
Guarantor, or be liquidated, wound up or dissolved, or all or any part of its
business, property or assets may be conveyed, sold, leased, transferred or
otherwise disposed of, in one transaction or a series of transactions, to
Company or any Subsidiary Guarantor; provided that, in the
case of such a merger, Company or such Subsidiary Guarantor shall be the
continuing or surviving Person;

     

    (ii)       Company
and its Subsidiaries may sell or otherwise dispose of inventory in the ordinary
course of business;

     

    (iii)       Company
and its Subsidiaries may dispose of obsolete, worn out or surplus assets or of
assets no longer used or useful in the conduct of the business of Company and
its Subsidiaries, in each case, in the ordinary course of business or may
otherwise sell, lease, transfer or otherwise dispose or exchange assets to the
extent not constituting Asset Sales;

     

    (iv)       Company
and its Subsidiaries may make Asset Sales of assets having a fair market value
not in excess of $1,800,000; provided that
(a) the consideration received for such assets shall be in an amount at
least equal to the fair market value thereof determined in good faith by the
board of director of Company (or any Officer of Company delegated authority to
make such determinations by such board of directors) and (b) the
consideration received shall be at least 75% cash; provided that for
purposes of this subclause (b) any Designated Noncash Consideration in an amount
not to exceed $500,000 (provided that for
purposes of this proviso any Designated Noncash Consideration which has
subsequently been sold for, or otherwise converted to cash, shall not be counted
against such limitation to the extent of the cash received) shall be deemed to
be cash;

     

    (v)       in
order to resolve disputes that occur in the ordinary course of business, Company
and its Subsidiaries may discount or otherwise compromise or sell for less than
the face value thereof, notes or accounts receivable;


    
      
         


      

      
        -76-

        
          

        

      

      
         


      

    

     

    (vi)       Company
or any of its Subsidiaries may sell or dispose of shares of Capital Stock of any
of its Subsidiaries in order to qualify members of the Governing Body of such
Subsidiary if required by applicable law;

     

    (vii)       the
Merger may occur in accordance with the terms and conditions of the Merger
Agreement;

     

    (viii)       any
Person may be merged with or into Company or any of its Subsidiaries if the
acquisition of the Capital Stock of such Person by Company or such Subsidiary
would have been permitted pursuant to subsection 7.3; provided that (a) in
the case of Company, Company shall be the continuing or surviving Person, (b) in
the case of a Subsidiary of Company, if such Subsidiary is not the surviving or
continuing Person, the surviving Person becomes a Subsidiary of Company and
complies with the provisions of subsection 6.8 and (c) no Potential Event of
Default or Event of Default shall have occurred or be continuing after giving
effect thereto;

     

    (ix)       any
Foreign Subsidiary of Company may be merged with or into any other Foreign
Subsidiary of Company, or be liquidated, wound up or dissolved, or all or any
part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of
transactions, to any other Foreign Subsidiary of Company;

     

    (x)       Company
or any of its Subsidiaries may lease, sublease, license or sublicense property
(and surrender and terminate leases and other occupancy agreements) in the
ordinary course of business and which do not materially interfere with the
business of Company and its Subsidiaries or materially adversely affect the
Collateral taken as a whole;

     

    (xi)       Company
or any of its Subsidiaries may abandon Intellectual Property which, in the
reasonable good faith determination of Company or such Subsidiary, is
uneconomical, negligible, obsolete or otherwise not material in the conduct of
the business of Company or such Subsidiary;

     

    (xii)       Company
or any of its Subsidiaries may dispose of any asset subject to any settlement of
or payment in respect of any property or casualty insurance claim or any
condemnation proceeding; provided that the Net
Insurance/Condemnation Proceeds received by Company or such Subsidiary shall be
applied as required by subsection 2.4(B)(iii)(b);

     

    (xiii)       Company
or any of its Subsidiaries may dispose of Investments in Joint Ventures, to the
extent required by, or made pursuant to buy/sell arrangements between the joint
venture parties in, joint venture agreements and similar binding
arrangements;

     

    (xiv)       Company
or any of its Subsidiaries may sell or otherwise dispose of property to the
extent that (i) such property is exchanged for credit against the purchase price
of similar replacement property or (ii) the proceeds of such sale or other
disposition are promptly applied to the purchase price of such replacement
property; and

     

    (xv)       Holdings,
Company and its Subsidiaries may make Investments permitted by subsection 7.3,
incur Liens permitted by subsection 7.2 and make Restricted Junior Payments
permitted by subsection 7.4.

     

    
      	
               
      

            	
              7.7

            	
              [Reserved].

            


    

     

    
      
         


      

      
        -77-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              7.8

            	
              Transactions with
      Shareholders and Affiliates.

            


    

     

    Holdings
and Company shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly, enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any holder of 10% or more of any class of equity Securities of
Holdings or with any Affiliate of Company or Holdings or of any such holder, on
terms that are less favorable to Company or that Subsidiary, as the case may be,
than those that might be obtained at the time from Persons who are not such a
holder or Affiliate; provided that the
foregoing restriction shall not apply to (i) any transaction among Company
and its Subsidiaries or among its Subsidiaries, (ii) reasonable and
customary fees paid to members of the Governing Bodies of Holdings and its
Subsidiaries, (iii) Restricted Junior Payments permitted by subsection 7.4,
(iv) employment and severance arrangements between Holdings and its Subsidiaries
and their respective officers and employees in the ordinary course of business,
(v) the payment of customary fees and reasonable out of pocket costs to, and
indemnities provided on behalf of, directors, managers, consultants, officers
and employees of Holdings and its Subsidiaries in the ordinary course of
business, (vi) the payment of fees, expenses, indemnities or other payments
pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.8 or any
amendment thereto to the extent such an amendment is not adverse to the Lenders
in any material respect, any issuance of securities, or other payments, awards
or grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, equity purchase agreements, deferred compensation
agreements, stock options and stock ownership plans or similar employee benefit
plans approved by the board of directors of Holdings or Company (or similar
governing body)), (vii) loans and advances to employees for entertainment and
travel expenses, drawing accounts and similar expenditures in the ordinary
course of business, (viii) the existence of, or the performance by Holdings or
any of its Subsidiaries of its obligations under the terms of, the Merger
Documents, (ix) the transactions contemplated by the Merger Documents (including
payment of the Transaction Costs), (x) entering into the tax sharing agreements
or arrangements approved by the board of directors of Holdings or Company (or
similar governing body) and the payment of all fees and expenses related
thereto, and (xi) any contribution to the capital of Holdings or
Company.

     

    
      	
               
      

            	
              7.9

            	
              Conduct of
      Business.

            


    

     

    A.           Conduct of Business of Company and
Its Subsidiaries.  From and after the Closing Date, Company
shall not, and shall not permit any of its Subsidiaries to, engage in any
business other than the businesses engaged in by Company and its Subsidiaries on
the Closing Date and any business or line of businesses substantially similar,
related or incidental thereto.

     

    B.           Conduct of Business of
Holdings.  Notwithstanding the foregoing in this
Section 7, from and after the Closing Date, Holdings shall not conduct,
transact or otherwise engage in any business or operations or incur Indebtedness
or consensual Liens other than (i) its ownership of the Capital Stock of
Company, (ii) the maintenance of its legal existence, (iii) the performance of
the Loan Documents, the First Lien Credit Agreement and related documents, the
Holdings Senior PIK Credit Agreement and related agreements and the Merger
Documents, (iv) the taking of any action permitted by the terms of this
Agreement, or (v) as required by law.

     

    
      	
               
      

            	
              7.10

            	
              Amendments or Waivers
      of Certain Agreements.

            


    

     

    A.           Amendments or Waivers of Certain
Agreements.  Neither Company nor any of its Subsidiaries will
agree to any material amendment to, or waive any of its material rights under,
any Organizational Document, any Merger Document or any agreement evidencing or
governing any Subordinated Indebtedness after the Closing Date if such amendment
or waiver is adverse to the interests of the Lenders without in each case
obtaining the prior written consent of Requisite Lenders to such amendment or
waiver.

     

    
      
         


      

      
        -78-

        
          

        

      

      
         


      

    

     

    B.           Layering Amendment of First Lien
Credit Agreement.  Company shall not, and shall not permit any
of its Subsidiaries to, amend the First Lien Credit Agreement or any Loan
Document (as such term is defined in the First Lien Credit Agreement) or
otherwise change the terms of the First Lien Indebtedness, if the effect of such
amendment or change is to subordinate in right of payment any of First Lien
Indebtedness or subordinate the lien on all or any portion of the Collateral
securing the First Lien Obligations (other than in respect of Liens permitted
under the First Lien Credit Agreement (as in effect on the Closing Date) or in
connection with a DIP Financing as defined in and permitted under the
Intercreditor Agreement).

     

    C.           Amendment and Prepayment of Holdings
Senior PIK Credit Agreement.  Holdings shall not amend the
Holdings Senior PIK Credit Agreement or any Loan Document (as such term is
defined in the Holdings Senior PIK Credit Agreement) or otherwise change the
terms of Holdings Senior PIK Indebtedness, if the effect of such amendment or
change is to change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default (other than
to eliminate any such event of default or increase any grace period related
thereto (it being understood that any change to the covenants that otherwise
complies with this subsection 7.10C shall not be deemed to be an amendment to
the events of default applicable thereto), add any financial maintenance
covenant, change the prepayment provisions thereof in a manner not adverse to
the lenders under the Holdings Senior PIK Credit Agreement, or if the effect of
such amendment or change, together with all other amendments or changes made, is
to increase materially the obligations of the obligor thereunder or to confer
any additional rights on the holders of such Holdings Senior PIK Loans that
would be adverse to Holdings or Lenders.  Holdings shall not make any
prepayment prior to the scheduled date due of Indebtedness under the Holdings
Senior PIK Credit Agreement other than with the proceeds of Refinancing Holdings
Senior PIK Indebtedness.

     

    
      	
               
      

            	
              7.11

            	
              Fiscal
      Year.

            


    

     

    Holdings
shall not change its Fiscal Year-end from December 31.

     

    
      	
               
      

            	
              7.12

            	
              Ownership of
      Subsidiaries.

            


    

     

    Holdings
and Company shall not permit any Domestic Subsidiary to be a non-Wholly Owned
Subsidiary, except as a result of or in connection with a dissolution,
liquidation, merger, consolidation or disposition of a Subsidiary permitted by
subsection 7.6 or an Investment in any Person permitted under subsection
7.3 in which such Domestic Subsidiary ceases to be a Subsidiary so long as, to
the extent such Person is a non-Wholly Owned Subsidiary, the Capital Stock in
such non-Wholly Owned Subsidiary held by a Loan Party shall be pledged as part
of the Collateral.

     

    
      	
               
      

            	
              7.13

            	
              Sale and Leaseback
      Transactions.

            


    

     

    Enter
into any arrangement, directly or indirectly, with any person whereby it shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred (a “Sale and Leaseback
Transaction”) unless (i) the sale of such property is permitted by
subsection 7.6 and (ii) any Liens arising in connection with its use
of such property are permitted by subsection 7.2.

     

    
      
         


      

      
        -79-

        
          

        

      

      
         


      

    

     

    Section
8.               EVENTS
OF DEFAULT

     

    If any of
the following conditions or events (“Events of Default”) shall
occur:

     

    
      	
               
      

            	
              8.1

            	
              Failure to Make
      Payments When Due.

            


    

     

    Failure
by Company to pay any installment of principal of any Loan when due, whether at
stated maturity, by acceleration, by notice of voluntary prepayment, by
mandatory prepayment or otherwise; or failure by Company to pay any interest on
any Loan, prepayment premium on any Loan or any fee or any other amount due
under this Agreement within five Business Days after the date due;
or

     

    
      	
               
      

            	
              8.2

            	
              Default in Other
      Agreements.

            


    

     

    (i)       Failure
of any Loan Party or any of their Subsidiaries to pay when due any principal of
or interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in subsection 8.1) or
amounts due in respect of the early termination of Hedge Agreements in an
individual principal amount of $4,200,000 or more or with an aggregate principal
amount of $4,200,000 or more, in each case beyond the end of any grace period
provided therefor; or

     

    (ii)       Breach
or default by any Loan Party or any of their Subsidiaries with respect to any
other material term of (a) one or more items of Indebtedness in the
individual or aggregate principal amounts referred to in clause (i) above
or (b) any loan agreement, mortgage, indenture or other agreement relating
to such item(s) of Indebtedness in the individual or aggregate amounts referred
to in clause (i) above, if the effect of such breach or default is to cause, or
to permit the holder or holders of that Indebtedness (or a trustee on behalf of
such holder or holders) to cause, that Indebtedness or Contingent Obligation(s)
to become or be declared due and payable prior to its stated maturity or the
stated maturity of any underlying obligation, as the case may be; provided that if such
breach or default is under First Lien Indebtedness, such breach or default shall
not constitute an Event of Default (a) if it is solely as a result of a default
pursuant to subsection 8.11 (or a comparable provision governing change in
control) of the First Lien Credit Agreement as in effect on the date hereof or
(b) unless and until the earlier of (x) the expiration of 90 days after the
occurrence of such breach or default (whether a breach is with respect to all
First Lien Indebtedness or only with respect to revolving loans under such First
Lien Indebtedness) and (y) the date that the holders of such First Lien
Indebtedness shall have caused such First Lien Indebtedness to become due prior
to its stated maturity as a result thereof; or

     

    
      	
               
      

            	
              8.3

            	
              Breach of Certain
      Covenants.

            


    

     

    Failure
of Holdings or Company (in the case of subsection 6.2 solely with respect to
Holdings, Company or any Material Subsidiary) to perform or comply with any term
or condition contained in subsection 2.5, 6.1(i) or 6.2 (in the case of
subsection 6.2 solely with respect to Holdings, Company or any Material
Subsidiary) or Section 7 of this Agreement; or

     

    
      	
               
      

            	
              8.4

            	
              Breach of
      Warranty.

            


    

     

    Any
representation, warranty, certification or other statement made by Holdings or
any of its Subsidiaries in any Loan Document or in any statement or certificate
at any time given by Holdings or any of its Subsidiaries in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false in any
material respect on the date as of which made; or


    
      
         


      

      
        -80-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              8.5

            	
              Other Defaults Under
      Loan Documents.

            


    

     

    Any Loan
Party shall default in the performance of or compliance with any term contained
in this Agreement or any of the other Loan Documents, other than any such term
referred to in any other subsection of this Section 8, and such
default shall not have been remedied or waived within 30 days after receipt by
Company of notice from Administrative Agent or any Lender of such default;
or

     

    
      	
               
      

            	
              8.6

            	
              Involuntary
      Bankruptcy; Appointment of Receiver,
Etc.

            


    

     

    (i)       A
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of Holdings, Company or any of their Material Subsidiaries in
an involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or

     

    (ii)       An
involuntary case shall be commenced against Holdings, Company or any of their
Material Subsidiaries under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or
order of a court having jurisdiction in the premises for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar powers over Holdings, Company or any of their Material Subsidiaries, or
over all or a substantial part of its property, shall have been entered; or
there shall have occurred the involuntary appointment of an interim receiver,
trustee or other custodian of Holdings, Company or any of their Material
Subsidiaries for all or a substantial part of its property; or a warrant of
attachment, execution or similar process shall have been issued against any
substantial part of the property of Holdings, Company or any of their Material
Subsidiaries, and any such event described in this clause (ii) shall
continue for 60 days unless dismissed, bonded or discharged; or

     

    
      	
               
      

            	
              8.7

            	
              Voluntary Bankruptcy;
      Appointment of Receiver,
Etc.

            


    

     

    (i)       Holdings,
Company or any of their Material Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or Holdings, Company or any of their Material Subsidiaries
shall make any assignment for the benefit of creditors; or

     

    (ii)       Holdings,
Company or any of their Material Subsidiaries shall be unable, or shall fail
generally, or shall admit in writing its inability, to pay its debts as such
debts become due; or the Governing Body of Holdings, Company or any of their
Material Subsidiaries (or any committee thereof) shall adopt any resolution or
otherwise authorize any action to approve any of the actions referred to in
clause (i) above or this clause (ii); or

     

    
      	
               
      

            	
              8.8

            	
              Judgments and
      Attachments.

            


    

     

    Any final
non-appealable money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of $4,200,000 or
(ii) in the aggregate at any time an amount in excess of $4,200,000, in
either case to the extent not adequately covered by insurance as to which a
solvent and unaffiliated insurance company has not denied coverage, shall be
entered or filed against Holdings, Company or any of their Material Subsidiaries
or any of their respective assets and shall remain unpaid, undischarged,
unvacated, unbonded or unstayed for a period of 60 days; or

     

    
      
         


      

      
        -81-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              8.9

            	
              Dissolution.

            


    

     

    Any
order, judgment or decree shall be entered against Holdings, Company or any of
their Material Subsidiaries decreeing the dissolution or split up of Holdings,
Company or that Material Subsidiary and such order shall remain undischarged or
unstayed for a period in excess of 30 days; or

     

    
      	
               
      

            	
              8.10

            	
              Employee Benefit
      Plans.

            


    

     

    There
shall occur one or more ERISA Events or similar events in respect of any Foreign
Plans, that individually or in the aggregate could reasonably be expected to
result in a liability of Holdings or any of its Subsidiaries or any of their
respective ERISA Affiliates in excess of $4,200,000 during the term of this
Agreement; or there shall exist, as of any valuation date for a Pension Plan, an
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans which could
reasonably be expected to result in a Material Adverse Effect, and there has
been a failure to meet the minimum funding standard of Section 412 of the
Internal Revenue Code or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any such Pension Plan; or

     

    
      	
               
      

            	
              8.11

            	
              [Reserved].

            


    

     

    
      	
               
      

            	
              8.12

            	
              Invalidity of Loan
      Documents; Failure of Security; Repudiation of
      Obligations.

            


    

     

    At any
time after the execution and delivery thereof, (i) any Loan Document or any
provision thereof, for any reason other than the satisfaction in full of all
Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void, (ii)
Collateral Agent shall not have or shall cease to have a valid and perfected
Second Priority Lien in any Collateral purported to be covered by the Collateral
Documents having a fair market value, individually or in the aggregate,
exceeding $4,200,000, in each case for any reason other than the failure of
Administrative Agent or any Lender to take any action within its control, or
(iii) any Loan Party shall contest the validity or enforceability of any
Loan Document or any provision thereof or the validity, perfection or priority
of any Lien on any Collateral purported to be covered by the Collateral
Documents having a fair market value, individually or in the aggregate,
exceeding $4,200,000, in writing or deny in writing that it has any further
liability, including with respect to future advances by Lenders, under any Loan
Document or any provision thereof to which it is a party; or

     

    THEN (i) upon the
occurrence of any Event of Default described in subsection 8.6 or 8.7 with
respect to Company, each of (a) the unpaid principal amount of and accrued
interest on the Loans and (b) all other Obligations shall automatically
become immediately due and payable, without presentment, demand, protest or
other requirements of any kind, all of which are hereby expressly waived by
Company, and (ii) upon the occurrence and during the continuation of any
other Event of Default, Administrative Agent shall, upon the written request or
with the written consent of Requisite Lenders, by written notice to Company,
declare all or any portion of the amounts described in clauses (a) and (b) above
to be, and the same shall forthwith become, immediately due and
payable.

     

    Section
9.               ADMINISTRATIVE
AGENT

     

    
      	
               
      

            	
              9.1

            	
              Appointment.

            


    

     

    A.           Appointment of Administrative Agent
and Collateral Agent.  DB is hereby appointed Administrative
Agent and Collateral Agent hereunder and under the other Loan Documents and DB
hereby accepts such appointment (references to Administrative Agent in this
Agreement and the other Loan Documents shall be deemed to include Administrative
Agent in the capacity of Collateral Agent).  Each Lender (including
any Lender in its capacity as a counterparty to a Hedge Agreement with Company
or one of its Subsidiaries) hereby authorizes Administrative Agent to act as its
agent in accordance with the terms of this Agreement and the other Loan
Documents.  DB agrees to act upon the express conditions contained in
this Agreement and the other Loan Documents, as applicable.  The
provisions of this Section 9 are solely for the benefit of Agents and
Lenders and no Loan Party shall have rights as a third party beneficiary of any
of the provisions thereof.  In performing its functions and duties
under this Agreement, Administrative Agent (other than as provided in subsection
2.1D) shall act solely as an agent of Lenders and does not assume and shall not
be deemed to have assumed any obligation towards or relationship of agency or
trust with or for any Loan Party.


    
      
         


      

      
        -82-

        
          

        

      

      
         


      

    

     

    Administrative
Agent may execute any of its duties under this Agreement or any other Loan
Document by or through agents, employees or attorneys-in-fact appointed by
Administrative Agent in its sole discretion.  Administrative Agent and
any such sub-agent may perform any and all of the duties of Administrative Agent
and exercise the rights and powers of Administrative Agent by or through their
respective Affiliates and the partners, directors, officers, employees, agents
and advisors of such Person and of such Person’s Affiliates (“Related
Parties”).  The exculpatory provisions of this Section 9 shall
apply to any such sub-agent and to the Related Parties of Administrative Agent
and any such sub-agent.

     

    B.           Appointment of Supplemental
Collateral Agents.  It is the purpose of this Agreement and the
other Loan Documents that there shall be no violation of any law of any
jurisdiction denying or restricting the right of banking corporations or
associations to transact business as agent or trustee in such
jurisdiction.  It is recognized that in case of litigation under this
Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case Administrative Agent deems
that by reason of any present or future law of any jurisdiction it may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that Administrative Agent
appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a “Supplemental Collateral Agent”
and collectively as “Supplemental Collateral
Agents”).

     

    In the
event that Administrative Agent appoints a Supplemental Collateral Agent with
respect to any Collateral, (i) each and every right, power, privilege or
duty expressed or intended by this Agreement or any of the other Loan Documents
to be exercised by or vested in or conveyed to Administrative Agent with respect
to such Collateral shall be exercisable by and vest in such Supplemental
Collateral Agent to the extent, and only to the extent, necessary to enable such
Supplemental Collateral Agent to exercise such rights, powers and privileges
with respect to such Collateral and to perform such duties with respect to such
Collateral, and every covenant and obligation contained in the Loan Documents
and necessary to the exercise or performance thereof by such Supplemental
Collateral Agent shall run to and be enforceable by either Administrative Agent
or such Supplemental Collateral Agent, and (ii) the provisions of this
Section 9 and of subsections 10.2 and 10.3 that refer to Administrative Agent
shall inure to the benefit of such Supplemental Collateral Agent and all
references therein to Administrative Agent shall be deemed to be references to
Administrative Agent and/or such Supplemental Collateral Agent, as the context
may require.

     

    Should
any instrument in writing from any Loan Party be required by any Supplemental
Collateral Agent so appointed by Administrative Agent for more fully and
certainly vesting in and confirming to him or it such rights, powers, privileges
and duties, Company shall, or shall cause such Loan Party to, execute,
acknowledge and deliver any and all such instruments promptly upon request by
Administrative Agent.  In case any Supplemental Collateral Agent, or a
successor thereto, shall die, become incapable of acting, resign or be removed,
all the rights, powers, privileges and duties of such Supplemental Collateral
Agent, to the extent permitted by law, shall vest in and be exercised by
Administrative Agent until the appointment of a new Supplemental Collateral
Agent.


    
      
         


      

      
        -83-

        
          

        

      

      
         


      

    


    C.           Control.  Each
Lender and Administrative Agent hereby appoint each other Lender as agent for
the purpose of perfecting Administrative Agent’s security interest in assets
that, in accordance with the UCC, can be perfected by possession or
control.

     

    
      	
               
      

            	
              9.2

            	
              Powers and Duties;
      General Immunity.

            


    

     

    A.           Powers; Duties
Specified.  Each Lender irrevocably authorizes Administrative
Agent to take such action on such Lender’s behalf and to exercise such powers,
rights and remedies hereunder and under the other Loan Documents as are
specifically delegated or granted to Administrative Agent by the terms hereof
and thereof, together with such powers, rights and remedies as are reasonably
incidental thereto.  Administrative Agent shall have only those duties
and responsibilities that are expressly specified in this Agreement and the
other Loan Documents.  Administrative Agent may exercise such powers,
rights and remedies and perform such duties by or through its agents or
employees.  Administrative Agent shall not have, by reason of this
Agreement or any of the other Loan Documents, a fiduciary relationship in
respect of any Lender or Company; and nothing in this Agreement or any of the
other Loan Documents, expressed or implied, is intended to or shall be so
construed as to impose upon Administrative Agent any obligations in respect of
this Agreement or any of the other Loan Documents except as expressly set forth
herein or therein.

     

    B.           No Responsibility for Certain
Matters.  No Agent shall be responsible to any Lender for the
execution, effectiveness, genuineness, validity, enforceability, collectibility
or sufficiency of this Agreement or any other Loan Document or for any
representations, warranties, recitals or statements made herein or therein or
made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made by
such Agent to Lenders or by or on behalf of Company to such Agent or any Lender
in connection with the Loan Documents and the transactions contemplated thereby
or for the financial condition or business affairs of Company or any other
Person liable for the payment of any Obligations, nor shall such Agent be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained in any of
the Loan Documents or as to the use of the proceeds of the Loans or as to the
existence or possible existence of any Event of Default or Potential Event of
Default.  Anything contained in this Agreement to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from
confirmations of the amount of outstanding Loans or the component amounts
thereof.

     

    C.           Exculpatory
Provisions.  No Agent or any of its officers, directors,
employees or agents shall be liable to Lenders for any action taken or omitted
by such Agent under or in connection with any of the Loan Documents except to
the extent caused by such Agent’s gross negligence or willful misconduct (as
determined by a final non-appealable judgment of a court of competent
jurisdiction).  An Agent shall be entitled to refrain from any
discretionary act or the taking of any discretionary action (including the
failure to take an action) in connection with this Agreement or any of the other
Loan Documents or from the exercise of any discretionary power, discretion or
authority vested in it hereunder or thereunder unless and until such Agent shall
have received instructions in respect thereof from Requisite Lenders (or such
other Lenders as may be required to give such instructions under
subsection 10.6) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions; provided that no
Agent shall be required to take any action that, in its opinion or the opinion
of its counsel, may expose such Agent to liability or that is contrary to any
Loan Document or applicable law.  Without prejudice to the generality
of the foregoing, (i) each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any communication (including any electronic
message, Internet or intranet website posting or other distribution), instrument
or document reasonably believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and shall be entitled to rely
and shall be protected in relying on opinions and judgments of attorneys (who
may be attorneys for Company and its Subsidiaries), accountants, experts and
other professional advisors selected by it; and (ii) no Lender shall have
any right of action whatsoever against an Agent as a result of such Agent acting
or (where so instructed) refraining from acting under this Agreement or any of
the other Loan Documents in accordance with the instructions of Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.6).


    
      
         


      

      
        -84-

        
          

        

      

      
         


      

    

     

    D.           Agents Entitled to Act as
Lender.  The agency hereby created shall in no way impair or
affect any of the rights and powers of, or impose any duties or obligations
upon, an Agent in its individual capacity as a Lender hereunder.  With
respect to its participation in the Loans, an Agent shall have the same rights
and powers hereunder as any other Lender and may exercise the same as though it
were not performing the duties and functions delegated to it hereunder, and the
term “Lender” or “Lenders” or any similar term shall, unless the context clearly
otherwise indicates, include each Agent in its individual
capacity.  An Agent and its Affiliates may accept deposits from, lend
money to, acquire equity interests in and generally engage in any kind of
commercial banking, investment banking, trust, financial advisory or other
business with Company or any of its Affiliates as if it were not performing the
duties specified herein, and may accept fees and other consideration from
Company for services in connection with this Agreement and otherwise without
having to account for the same to Lenders.

     

    
      	
               
      

            	
              9.3

            	
              Independent
      Investigation by Lenders; No Responsibility for Appraisal of
      Creditworthiness.

            


    

     

    Each
Lender agrees that it has made its own independent investigation of the
financial condition and affairs of Company and its Subsidiaries in connection
with the making of the Loans hereunder and that it has made and shall continue
to make its own appraisal of the creditworthiness of Company and its
Subsidiaries.  No Agent shall have any duty or responsibility, either
initially or on a continuing basis, to make any such investigation or any such
appraisal on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter, and no Agent shall have
any responsibility with respect to the accuracy of or the completeness of any
information provided to Lenders.

     

    
      	
               
      

            	
              9.4

            	
              Right to
      Indemnity.

            


    

     

    Each
Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each
Agent and its officers, directors, employees, agents, attorneys, professional
advisors and Affiliates to the extent that any such Person shall not have been
reimbursed by Company (and without limiting Company’s obligation to do so), for
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including counsel fees and
disbursements and fees and disbursements of any financial advisor engaged by
Agents) or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against an Agent or such other Person in exercising
the powers, rights and remedies of an Agent or performing duties of an Agent
hereunder or under the other Loan Documents or otherwise in its capacity as
Agent in any way relating to or arising out of this Agreement or the other Loan
Documents; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of an Agent resulting solely from such Agent’s gross negligence, willful
misconduct or breach of obligations as determined by a final non-appealable
judgment of a court of competent jurisdiction.  If any indemnity
furnished to an Agent or any other such Person for any purpose shall, in the
opinion of such Agent, be insufficient or become impaired, such Agent may call
for additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished.

     

    
      
         


      

      
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              9.5

            	
              Resignation of Agents;
      Successor Administrative Agent and Collateral
  Agent.

            


    

     

    Any Agent
may resign at any time by giving 30 days’ prior written notice thereof to
Lenders and Company.  Upon any such notice of resignation by
Administrative Agent or Collateral Agent, Requisite Lenders shall have the
right, upon ten Business Days’ notice to Company, to appoint a successor Agent;
provided that
in the case of a successor Administrative Agent, Company shall have consented
thereto (which consent shall not be required if an Event of Default has occurred
and is continuing).  If no such successor shall have been so appointed
by Requisite Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, the retiring Agent
may, on behalf of Lenders, appoint a successor Agent.  If such Agent
shall notify Lenders and Company that no Person has accepted such appointment as
successor Agent, such resignation shall nonetheless become effective in
accordance with such Agent’s notice and (i) the retiring Agent shall be
discharged from its duties and obligations under the Loan Documents, except that
any Collateral held by Collateral Agent will continue to be held by it until a
Person shall have accepted the appointment of successor Collateral Agent, and
(ii) all payments, communications and determinations provided to be made
by, to or through such Agent shall instead be made by, to or through each Lender
directly, until such time as Requisite Lenders appoint a successor Agent in
accordance with this subsection 9.5.  Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, that successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent and the retiring Agent shall be discharged from
its duties and obligations under this Agreement (if not already discharged as
set forth above).  After any retiring Agent’s resignation hereunder,
the provisions of this Section 9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was an Agent under this
Agreement.

     

    
      	
               
      

            	
              9.6

            	
              Collateral Documents;
      Guaranty and Intercreditor
Agreement.

            


    

     

    Each
Lender (which term shall include, for purposes of this subsection 9.6, any Swap
Counterparty) hereby further authorizes Administrative Agent and Collateral
Agent, on behalf of and for the benefit of Lenders, to enter into each
Collateral Document as secured party and the Intercreditor Agreement, and to be
the agent for and representative of Lenders under each Guaranty.  Each
Lender agrees to be bound by the terms of each Collateral Document, the
Intercreditor Agreement and the Guaranty; provided that
Collateral Agent shall not (i) enter into or consent to any material amendment,
modification, termination or waiver of any provision contained in any Collateral
Document, the Intercreditor Agreement or the Guaranty or (ii) release any
Collateral (except as otherwise expressly permitted or required pursuant to the
terms of this Agreement, the Intercreditor Agreement or the applicable
Collateral Document), in each case without the prior consent of Requisite
Lenders (or, if required pursuant to subsection 10.6, all Lenders); provided further, however, that,
without further written consent or authorization from Lenders, Collateral Agent
may execute any documents or instruments necessary to (a) release any Lien
encumbering any item of Collateral (i) that is the subject of a sale or other
disposition of assets permitted by this Agreement or to which Requisite Lenders
(or such greater number of Lenders as may be required pursuant to subsection
10.6) have otherwise consented or (ii) that is required pursuant to the
Intercreditor Agreement, (b) release any Guarantor from the Guaranty if the
Capital Stock of such Guarantor is sold to any Person (other than an Affiliate
of Company) such that it no longer constitutes a Subsidiary pursuant to a sale
or other disposition permitted hereunder or to which Requisite Lenders have (or
such greater number of Lenders as may be required by subsection 10.6) otherwise
consented or that is required pursuant to the Intercreditor Agreement,
(c) subordinate the Liens of Collateral Agent, on behalf of Lenders, to any
Liens permitted by clauses (ii) and (iii) of subsection 7.2A or (d) release
any Lien encumbering any Collateral that is the subject of any Restricted Junior
Payment or Investment permitted by this Agreement or to which Requisite Lenders
(or such greater number of Lenders as may be required by subsection 10.6) have
otherwise consented; provided that, in the
case of a sale of such item of Collateral or stock referred to in subdivision
(a) or (b), the requirements of subsection 10.14 are
satisfied.  Further, each Lender acknowledges that certain rights and
remedies under the Loan Documents are subject to the terms of the Intercreditor
Agreement.  Anything contained in any of the Loan Documents to the
contrary notwithstanding, Company, Administrative Agent, Collateral Agent and
each Lender hereby agree that (1) no Lender shall have any right individually to
realize upon any of the Collateral under any Collateral Document or to enforce
any Guaranty or the Intercreditor Agreement, it being understood and agreed that
all powers, rights and remedies under the Collateral Documents, the
Intercreditor Agreement and the Guaranty may be exercised solely by
Administrative Agent and/or Collateral Agent for the benefit of Lenders in
accordance with the terms thereof, and (2) in the event of a foreclosure by
Collateral Agent on any of the Collateral pursuant to a public or private sale,
Administrative Agent or any Lender may be the purchaser of any or all of such
Collateral at any such sale and Administrative Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any Collateral payable by Administrative Agent
at such sale.


    
      
         


      

      
        -86-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              9.7

            	
              Duties of Other
      Agents.

            


    

     

    To the
extent that any Lender is identified in this Agreement as a co-agent,
documentation agent or syndication agent, such Lender shall not have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such.  Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender.

     

    
      	
               
      

            	
              9.8

            	
              Administrative Agent
      May File Proofs of Claim.

            


    

     

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

     

    (i)       to
file and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Loans and any other Obligations that are owing and
unpaid and to file such other papers or documents as may be necessary or
advisable in order to have the claims of Lenders and Agents (including any claim
for the reasonable compensation, expenses, disbursements and advances of Lenders
and Agents and their agents and counsel and all other amounts due Lenders and
Agents under subsections 2.3, 10.2 and 10.3) allowed in such judicial
proceeding, and

     

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

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due Agents under subsections 2.3, 10.2 and
10.3.


    
      
         


      

      
        -87-

        
          

        

      

      
         


      

    

     

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

     

    Section
10.            MISCELLANEOUS

     

    
      	
               
      

            	
              10.1

            	
              Successors and
      Assigns; Assignments and Participations in
  Loans.

            


    

     

    A.           General.  This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of Lenders (it being understood that Lenders’ rights
of assignment are subject to the further provisions of this
subsection 10.1).  Neither Company’s rights nor obligations
hereunder nor any interest therein may be assigned or delegated by Company
without the prior written consent of all Lenders (and any attempted assignment
or transfer by Company without such consent shall be null and
void).  Except as specified in subsection 10.22, nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
Affiliates of each of Administrative Agent and Lenders and Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this
Agreement.

     

    B.           Assignments.

     

    (i)       Amounts and Terms of
Assignments.  Any Lender may assign to one or more Eligible
Assignees all or any portion of its rights and obligations under this Agreement;
provided that
(a), except (1) in the case of an assignment of the entire remaining amount
of the assigning Lender’s rights and obligations under this Agreement or
(2) in the case of an assignment to a Lender or an Affiliate of a Lender or
an Approved Fund of a Lender, the aggregate amount of Loans of the assigning
Lender and the assignee subject to each such assignment shall not be less than
$1,000,000 (aggregating concurrent assignments to or by two or more Affiliated
Funds for the purposes of determining such minimum amount), unless each of
Administrative Agent and, so long as no Event of Default under subsection 8.1,
8.6 or 8.7 has occurred and is continuing, Company otherwise consents (each such
consent not to be unreasonably withheld or delayed), (b) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to
the Loans assigned, (c) the parties to each assignment shall (A)
electronically execute and deliver to Administrative Agent an Assignment
Agreement via an electronic settlement system acceptable to Administrative Agent
or (B) manually execute and deliver to Administrative Agent an Assignment
Agreement, together with a processing and recordation fee of $3,500 (unless the
assignee is an Affiliate or an Approved Fund of the assignor, in which case no
fee shall be required, and provided that only
one such processing and recordation fee shall be required in connection with
concurrent assignments to or by two or more Affiliated Funds), and the Eligible
Assignee, if it shall not already be a party to this Agreement, shall deliver to
Administrative Agent information reasonably requested by Administrative Agent,
including an administrative questionnaire and such forms, certificates or other
evidence, if any, with respect to United States federal income Tax withholding
matters as the assignee under such Assignment Agreement may be required to
deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect
to information requested under the Patriot Act, and (d) (1) Administrative
Agent and (2) if no Event of Default (relating to any Event of Default
described in subsection 8.1, 8.6 or 8.7) has occurred and is continuing,
Company, shall have consented (which consents shall not be unreasonably
withheld) or denied consent thereto, which consent or denial shall be made by
Company promptly (and in any case within five Business Days after the date
written notice thereof has been delivered by the assigning Lender (through
Administrative Agent)); provided that no
consent of Company shall be required (I) in the case of any assignment to a
Lender, any Affiliate of a Lender or any Approved Fund of a Lender and
(II) in connection with any assignment relating to the primary allocation
or syndication of the Loans by DB to Persons that are either organized under the
laws of the United States or are qualified to do business in one or more states
of the United States so long as such assignment is made in consultation with
Company; provided, further, that no
consent of Administrative Agent shall be required in the case of any assignment
of Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a
Lender.


    
      
         


      

      
        -88-

        
          

        

      

      
         


      

    

     

    Upon
acceptance and recording by Administrative Agent pursuant to clause (ii) below,
from and after the effective date specified in such Assignment Agreement,
(y) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and shall be deemed to have made all of the agreements of a Lender
contained in the Loan Documents arising out of or otherwise related to such
rights and obligations and (z) the assigning Lender thereunder shall, to
the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment Agreement, relinquish its rights (other than any
rights which survive the termination of this Agreement under subsection 10.9B)
and be released from its obligations under this Agreement (and, in the case of
an Assignment Agreement covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto.  The assigning Lender shall, upon the effectiveness
of such assignment or as promptly thereafter as practicable, surrender its
Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes
shall, if so requested by the assignee and/or the assigning Lender in accordance
with subsection 2.1E, be issued to the assignee and/or to the assigning Lender,
substantially in the form of Exhibit V annexed
hereto, with appropriate insertions, to reflect the amounts of the Loans of the
assignee and/or the assigning Lender.  Other than as provided in
subsection 10.5, any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection 10.1B shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection
10.1C.

     

    (ii)       Acceptance by Administrative
Agent; Recordation in Register.  Upon its receipt of an
Assignment Agreement executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, together with the processing and
recordation fee referred to in subsection 10.1B(i) and any forms, certificates
or other evidence with respect to United States federal income Tax withholding
matters that such assignee may be required to deliver to Administrative Agent
pursuant to subsection 2.7B(iv), Administrative Agent shall, if Administrative
Agent and Company have consented to the assignment evidenced thereby (in each
case to the extent such consent is required pursuant to subsection 10.1B(i)),
(a) accept such Assignment Agreement by executing a counterpart thereof as
provided therein (which acceptance shall evidence any required consent of
Administrative Agent to such assignment) and (b) record the information
contained therein in the Register.  Administrative Agent shall
maintain a copy of each Assignment Agreement delivered to and accepted by it as
provided in this clause (ii).  No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as
provided in this clause (ii).

     

    (iii)       Special Purpose Funding
Vehicles.  Notwithstanding anything to the contrary contained
herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in
writing from time to time by the Granting Lender to Administrative Agent and
Company, the option to provide to Company all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to Company pursuant to this
Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to make any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof.  Nothing in this clause (iv)
shall relieve the Granting Lender from its obligations under the Loan Documents
except to the extent any such obligation is fully performed by the
SPC.  The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were
made by such Granting Lender.  Each party hereto hereby agrees that no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting
Lender).  In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any state
thereof.  In addition, notwithstanding anything to the contrary
contained in this subsection 10.1B(iii), any SPC may (i) with notice to,
but without the prior written consent of, Company and Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to the Granting Lender or to any financial institutions
(consented to by Company and Administrative Agent) providing liquidity and/or
credit support to or for the account of such SPC to support the funding or
maintenance of Loans and (ii) disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPC.  Company agrees that each SPC shall be
entitled to the benefits of subsection 2.7 (subject to the requirements and
limitations of that subsection) to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to this
subsection 10.1B.  A SPC shall not be entitled to receive any
greater payment under subsection 2.7 than the applicable Lender would have been
entitled to receive with respect to the interest granted to such SPC unless the
grant of the interest to such SPC is made with Company’s prior written
consent.  This subsection 10.1B(iii) may not be amended without the
written consent of the SPC.


    
      
         


      

      
        -89-

        
          

        

      

      
         


      

    

     

    C.           Participations.

     

    (1)           Any
Lender may, without the consent of, or notice to, Company or Administrative
Agent, sell participations to one or more Persons (other than a natural Person
or Company or any of its Affiliates) in all or a portion of such Lender’s rights
and/or obligations under this Agreement; provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) Company,
Administrative Agent and Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
directly affecting (i) an extension of the scheduled final maturity date of
any Loan allocated to such participation or (ii) a reduction of the
principal amount of or the rate of interest payable on any Loan allocated to
such participation.  Subject to the further provisions of this
subsection 10.1C, Company agrees that each Participant shall be entitled to
the benefits of subsections 2.6D and 2.7 (subject to the requirements and
limitations of those subsections treating such Participant as if it were a
Lender for such purposes) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to
subsection 10.1B.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of subsection 10.4 as
though it were a Lender, provided such
Participant agrees to be subject to subsection 10.5 as though it were a
Lender.  A Participant shall not be entitled to receive any greater
payment under subsections 2.6D and 2.7 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant unless the sale of the participation to such Participant is made
with Company’s prior written consent.


    
      
         


      

      
        -90-

        
          

        

      

      
         


      

    

     

    (2)           Each
Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of Company, maintain a register on which it enters the name
and address of each participant and the principal amounts of each participant’s
interest in the Loans held by it (the “Participant
Register”).  The entries in the Participant Register shall be
conclusive, absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such Loan or other
obligation hereunder as the owner thereof for all purposes of this Agreement
notwithstanding any notice to the contrary.  Any such Participant
Register shall be available for inspection by Administrative Agent at any
reasonable time and from time to time upon reasonable prior notice.

     

    D.           Pledges and
Assignments.  Any Lender may, without the consent of Company or
Administrative Agent, at any time pledge or assign a security interest in all or
any portion of its Loans, and the other Obligations owed to such Lender, to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to any Federal Reserve Bank and, in the case of any Lender that is a
Fund, any pledge or assignment to any holders of obligations owed, or securities
issued by such Lender, including to any trustee for, or any other representative
of, such holders; provided that
(i) no Lender shall be relieved of any of its obligations hereunder as a
result of any such assignment or pledge and (ii) in no event shall any
assignee or pledgee be considered to be a “Lender” or be entitled to require the
assigning Lender to take or omit to take any action hereunder.

     

    E.           Information.  Each
Lender may furnish any information concerning Company and its Subsidiaries in
the possession of that Lender from time to time to assignees and participants
(including prospective assignees and participants), subject to
subsection 10.19.

     

    F.           Agreements of
Lenders.  Each Lender listed on the signature pages hereof
hereby agrees, and each Lender that becomes a party hereto pursuant to an
Assignment Agreement shall be deemed to agree, (i) that it is an Eligible
Assignee described in clause (ii) of the definition thereof; (ii) that it
has experience and expertise in the making of or purchasing loans such as the
Loans; and (iii) that it will make or purchase its Loans for its own
account in the ordinary course and without a view to distribution of such Loans
within the meaning of the Securities Act or the Exchange Act or other federal
securities laws (it being understood that, subject to the provisions of this
subsection 10.1, the disposition of such Loans or any interests therein shall at
all times remain within its exclusive control).  Each Lender that
becomes a party hereto pursuant to an Assignment Agreement shall also be deemed
to represent that such Assignment Agreement constitutes a legal, valid and
binding obligation of such Lender, enforceable against such Lender in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally and by general principles of
equity.

     

    G.           Ineligible
Assignees.  Notwithstanding the foregoing or any other
provision of this Agreement, no Lender will assign its rights and obligations
under this Agreement, or sell participations in its rights and/or obligations
under this Agreement, to any Person who is (i) listed on the Specially
Designated Nationals and Blocked Persons List maintained by the U.S. Department
of Treasury Office of Foreign Assets Control (“OFAC”) and/or on any other
similar list maintained by OFAC pursuant to any authorizing statute, executive
order or regulation or (ii) either (A) included within the term “designated
national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515
or (B) designated under Section 1(a), 1(b), 1(c) or 1(d) of Executive Order No.
13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated
under any related enabling legislation or any other similar executive
orders.


    
      
         


      

      
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              10.2

            	
              Expenses.

            


    

     

    Whether
or not the transactions contemplated hereby shall be consummated, Company agrees
to pay promptly:  (i) all reasonable costs and expenses of
Administrative Agent, including reasonable outside attorney’s fees in connection
with the negotiation, preparation and execution of the Loan Documents and any
consents, amendments, waivers or other modifications thereto; (ii) all
reasonable costs and expenses of furnishing all opinions by counsel for Company
(including any opinions reasonably requested by Agents or Lenders as to any
legal matters arising hereunder) and of Company’s performance of and compliance
with all agreements and conditions on its part to be performed or complied with
under this Agreement and the other Loan Documents including with respect to
confirming compliance with environmental, insurance and solvency requirements;
(iii) all reasonable fees, expenses and disbursements of outside counsel to
Administrative Agent in connection with the negotiation, preparation, execution
and administration of the Loan Documents and any consents, amendments, waivers
or other modifications thereto and any other documents or matters requested by
Company; (iv) all costs and expenses of creating and perfecting Liens in
favor of Collateral Agent on behalf of Lenders pursuant to any Collateral
Document, including filing and recording fees, expenses and taxes, stamp or
documentary taxes, search fees, title insurance premiums, and reasonable fees,
expenses and disbursements of counsel to Administrative Agent, Collateral Agent
and of counsel providing any opinions that Administrative Agent, Collateral
Agent or Requisite Lenders may reasonably request in respect of the Collateral
Documents or the Liens created pursuant thereto (but without duplication of
amounts otherwise payable under subsection 2.7 and excluding Excluded Taxes);
(v) all costs and expenses (including the reasonable fees, expenses and
disbursements of any auditors, accountants or appraisers and any environmental
or other outside consultants, advisors and agents retained by Administrative
Agent or its counsel) of obtaining and reviewing any appraisals and any
environmental audits or reports provided for under subsection 6.9;
(vi) all reasonable costs and expenses incurred by Administrative Agent or
Collateral Agent in connection with the custody or preservation of any of the
Collateral; (vii) all other reasonable costs and expenses incurred by
Administrative Agent in connection with the syndication of the Loans;
(viii) all costs and expenses, including reasonable attorneys’ fees and
fees, costs and expenses of outside accountants, advisors and consultants,
incurred by Administrative Agent, Collateral Agent and its counsel relating to
efforts to (a) during the continuance of any Event of Default evaluate or
assess any Loan Party, its business or financial condition and (b) protect,
evaluate, assess or dispose of any of the Collateral pursuant to the terms of
the Loan Documents; and (ix) all costs and expenses, including outside
attorneys’ fees, fees, costs and expenses of accountants, advisors and
consultants and costs of settlement, incurred by Administrative Agent,
Collateral Agent and Lenders (including the reasonable fees and disbursements of
one law firm for Administrative Agent, Collateral Agent and Lenders,
collectively, unless more than one counsel is required due to actual or
potential conflicts of interest in the reasonable judgment of such persons, plus
any local counsel or foreign counsel) in enforcing any Obligations of or in
collecting any payments due from any Loan Party hereunder or under the other
Loan Documents (including in connection with the sale of, collection from, or
other realization upon any of the Collateral or the enforcement of the Loan
Documents) or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a “work-out” or
pursuant to any insolvency or bankruptcy proceedings.

     

    
      	
               
      

            	
              10.3

            	
              Indemnity.

            


    

     

    In
addition to the payment of expenses pursuant to subsection 10.2, whether or not
the transactions contemplated hereby shall be consummated, Company agrees to
defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold
harmless Agents and Lenders, and the officers, directors, trustees, employees,
agents, advisors and Affiliates of Agents and Lenders (collectively, the “Indemnitees”), from and
against any and all Indemnified Liabilities (as hereinafter defined); provided that Company
shall not have any obligation to any Indemnitee hereunder with respect to any
Indemnified Liabilities to the extent such Indemnified Liabilities arise solely
from the gross negligence, willful misconduct or breach of obligations of that
Indemnitee as determined by a final non-appealable judgment of a court of
competent jurisdiction.

     

    
      
         


      

      
        -92-

        
          

        

      

      
         


      

    

     

    As used
herein, “Indemnified
Liabilities” means, collectively, any and all liabilities, obligations,
losses, damages (including natural resource damages), penalties, actions,
judgments, suits, claims (including Environmental Claims), costs (including the
costs of any investigation, study, sampling, testing, abatement, cleanup,
removal, remediation or other response action necessary to remove, remediate,
clean up or abate any Hazardous Materials Activity), expenses and disbursements
of any kind or nature whatsoever (including the reasonable fees and
disbursements of one law firm for the Lenders, unless more than one counsel is
required due to actual or potential conflicts of interest in the reasonable
judgment of an Indemnitee, plus any local counsel or foreign counsel) for
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto, and any
fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including securities and
commercial laws, statutes, rules or regulations and Environmental Laws), on
common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee, in any manner relating
to or arising out of (i) this Agreement, the other Loan Documents or the Related
Agreements or the transactions contemplated hereby or thereby (including
Lenders’ agreement to make the Loans hereunder or the use or intended use of the
proceeds thereof or any enforcement of any of the Loan Documents (including any
sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranty)), (ii) the representations of any Loan Party
contained in the commitment letter delivered by any Lender to Company with
respect thereto, or (iii) any Environmental Claim or any Hazardous Materials
Activity relating to or arising from, directly or indirectly, any past or
present activity, operation, land ownership, or practice of Company or any of
its Subsidiaries; provided, however, that
“Indemnified Liabilities” shall exclude Excluded Taxes payable with respect to
any Tax claim under subsection 2.7 and shall be without duplication of amounts
payable under subsection 2.7.

     

    To the
extent that the undertakings to defend, indemnify, pay and hold harmless set
forth in this subsection 10.3 may be unenforceable in whole or in part because
they are violative of any law or public policy, Company shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to
the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them.

     

    
      	
               
      

            	
              10.4

            	
              Set-Off.

            


    

     

    In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence and during the
continuation of any Event of Default each of Lenders and their Affiliates is
hereby authorized by Company at any time or from time to time, without notice to
Company or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, time or demand, provisional or final, including Indebtedness evidenced
by certificates of deposit, whether matured or unmatured, but not including
trust accounts) and any other Indebtedness at any time held or owing by that
Lender or any Affiliate of that Lender to or for the credit or the account of
Company and each other Loan Party against and on account of the Obligations of
any Loan Party to that Lender (or any Affiliate of that Lender) or to any other
Lender (or any Affiliate of any other Lender) under this Agreement and the other
Loan Documents, including all claims of any nature or description arising out of
or connected with this Agreement or any other Loan Document, irrespective of
whether or not (i) that Lender shall have made any demand hereunder or
(ii) the principal of or the interest on the Loans or any other amounts due
hereunder shall have become due and payable pursuant to Section 8 and
although said obligations and liabilities, or any of them, may be contingent or
unmatured.


    
      
         


      

      
        -93-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              10.5

            	
              Ratable
      Sharing.

            


    

     

    Lenders
hereby agree among themselves that if any of them shall, whether by voluntary or
mandatory payment (other than a payment or prepayment of Loans made and applied
in accordance with the terms of this Agreement), by realization upon security,
through the exercise of any right of set-off or banker’s lien, by counterclaim
or cross action or by the enforcement of any right under the Loan Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, fees and other amounts then due and
owing to that Lender hereunder or under the other Loan Documents (collectively,
the “Aggregate Amounts
Due” to such Lender) that is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender, then
the Lender receiving such proportionately greater payment shall, unless such
proportionately greater payment is required by the terms of this Agreement,
(i) notify Administrative Agent and each other Lender of the receipt of
such payment and (ii) apply a portion of such payment to purchase
assignments (which it shall be deemed to have purchased from each seller of an
assignment simultaneously upon the receipt by such seller of its portion of such
payment) of the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them; provided that
(a) if all or part of such proportionately greater payment received by such
purchasing Lender is thereafter recovered from such Lender upon the bankruptcy
or reorganization of Company or otherwise, those purchases shall be rescinded
and the purchase prices paid for such assignments shall be returned to such
purchasing Lender ratably to the extent of such recovery, but without interest,
and (b) the foregoing provisions shall not apply to (1) any payment made by
Company pursuant to and in accordance with the express terms of this Agreement
or (2) any payment obtained by a Lender as consideration for the assignment
(other than an assignment pursuant to this subsection 10.5) of or the sale
of a participation in any of its Obligations to any Eligible Assignee or
Participant pursuant to subsection 10.1B.  Company expressly
consents to the foregoing arrangement and agrees that any purchaser of an
assignment so purchased may exercise any and all rights of a Lender as to such
assignment as fully as if that Lender had complied with the provisions of
subsection 10.1B with respect to such assignment.  In order to
further evidence such assignment (and without prejudice to the effectiveness of
the assignment provisions set forth above), each purchasing Lender and each
selling Lender agree to enter into an Assignment Agreement at the request of a
selling Lender or a purchasing Lender, as the case may be, in form and substance
reasonably satisfactory to each such Lender.  For the avoidance of
doubt, it is the intent of this Section 10.5 that any consideration provided in
payment of the Obligations, other than a payment or prepayment of Loans made and
applied in accordance with the express terms of this Agreement, by realization
upon security, through the exercise of any right of set-off or banker’s lien, by
counterclaim or cross action, by the enforcement of any right under the Loan
documents or otherwise, by virtue of any such obligations being extended,
renewed, restructured, refinanced or exchanged or as adequate protection or
otherwise under the Bankruptcy Code or other applicable debtor relief laws,
shall be provided in like consideration on a pro rata basis to the
Lenders.

     

    
      	
               
      

            	
              10.6

            	
              Amendments and
      Waivers.

            


    

     

    A.           No
amendment, modification, termination or waiver of any provision of this
Agreement or of the Notes, and no consent to any departure by Company therefrom,
shall in any event be effective without the written concurrence of Requisite
Lenders; provided that no such
amendment, modification, termination, waiver or consent shall, without the
consent of:

     

    (a)           each
Lender with Obligations directly affected (whose consent shall be sufficient for
any such amendment, modification, termination or waiver without the consent of
Requisite Lenders) (1) reduce or forgive the principal amount of any Loan, (2)
postpone the scheduled final maturity date of any Loan, (3) postpone the date on
which any interest or any fees or prepayment premiums are payable, (4) decrease
the interest rate borne by any Loan (other than any waiver of any increase in
the interest rate applicable to any of the Loans pursuant to
subsection 2.2E) or the amount of any fees or prepayment premiums payable
hereunder or (5) increase the maximum duration of Interest Periods
permitted hereunder; or


    
      
         


      

      
        -94-

        
          

        

      

      
         


      

    

     

    (b)           each
Lender adversely affected thereby, (1) change in any manner the definition
of “Class” or the definition of “Pro Rata Share” or the definition of “Requisite
Class Lenders” or the definition of “Requisite Lenders” (except for any changes
resulting solely from an increase in the aggregate amount of the Loans of any
Class approved by Requisite Lenders), (2) change in any manner any provision of
this Agreement that, by its terms, expressly requires the approval or
concurrence of all Lenders or all affected Lenders, (3) release any Lien granted
in favor of Collateral Agent with respect to all or substantially all of the
Collateral or release all or substantially all of the Guarantors from their
obligations under the Guaranty, in each case other than in accordance with the
terms of the Loan Documents or the Intercreditor Agreement, (4) change in any
manner or waive the provisions contained in subsection 2.4D,
subsection 8.1, subsection 10.5 or this subsection 10.6 or (5)
change in any manner any provisions requiring payment to any Lender any amount
in excess of its Pro Rata Share.

     

    B.           In
addition, no amendment, modification, termination or waiver of any provision
(i) of any Note shall be effective without the written concurrence of the
Lender which is the holder of that Note, (ii) of Section 9 or of any
other provision of this Agreement which, by its terms, expressly requires the
approval or concurrence of an Agent shall be effective without the written
concurrence of such Agent, and (iii) that increases the amount of Loans of a
Lender shall be effective without the consent of such Lender.

     

    C.           Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the
written consent of the Requisite Lenders, Administrative Agent and Company (a)
to add one or more additional credit facilities to this Agreement and to permit
the extensions of credit from time to time outstanding thereunder and the
accrued interest and fees in respect thereof to share ratably in the benefits of
this Agreement and the other Loan Documents with the Loans and the accrued
interest and fees in respect thereof and (b) to include appropriately the
Lenders holding such credit facilities in any determination of the Requisite
Lenders.

     

    In
addition, notwithstanding the foregoing this Agreement may be amended with the
written consent of Administrative Agent, Company and the Lenders providing the
relevant Replacement Term Loans (as defined below) to permit the refinancing of
all outstanding Loans (“Refinanced Term Loans”), with
a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”);
provided that
(a) the aggregate principal amount of such Replacement Term Loans, shall not
exceed the aggregate principal amount of such Refinanced Term Loans, (b) the
Base Rate Margin and Eurodollar Rate Margin for such Replacement Term Loans
shall not be higher than such Margin for such Refinanced Term Loans, (c) the
weighted average life to maturity of such Replacement Term Loans, shall not be
shorter than the weighted average life to maturity of such Refinanced Term
Loans, at the time of such refinancing (except to the extent of nominal
amortization for periods where amortization has been eliminated as a result of
prepayment of the applicable Loans) and (d) all other terms applicable to such
Replacement Term Loans, shall be substantially identical to, or less favorable
to the Lenders providing such Replacement Term Loans, than, those applicable to
such Refinanced Term Loans, except to the extent necessary to provide for
covenants and other terms applicable to any period after the latest final
maturity of the Loans in effect immediately prior to such
refinancing.

     

    D.           Administrative
Agent may, but shall have no obligation to, with the concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of that
Lender.  Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.  No
notice to or demand on Company in any case shall entitle Company to any other or
further notice or demand in similar or other circumstances.  Any
amendment, modification, termination, waiver or consent effected in accordance
with this subsection 10.6 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by Company, on
Company.


    
      
         


      

      
        -95-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              10.7

            	
              Independence of
      Covenants.

            


    

     

    All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of an Event of
Default or Potential Event of Default if such action is taken or condition
exists.

     

    
      	
               
      

            	
              10.8

            	
              Notices; Effectiveness
      of Signatures.

            


    

     

    Unless
otherwise specifically provided herein, any notice or other communication herein
required or permitted to be given shall be in writing and may be personally
served, or sent by telefacsimile or United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier
service, upon receipt of telefacsimile in complete and legible form, or three
Business Days after depositing it in the United States mail with postage prepaid
and properly addressed; provided that notices
to Administrative Agent and Collateral Agent shall not be effective until
received.  For the purposes hereof, the address of each party hereto
shall be as set forth under such party’s name on the signature pages hereof or
(i) as to Company, Administrative Agent and Collateral Agent, such other
address as shall be designated by such Person in a written notice delivered to
the other parties hereto and (ii) as to each other party, such other
address as shall be designated by such party in a written notice delivered to
Administrative Agent.

     

    Electronic
mail and Internet and intranet websites may be used to distribute routine
communications, such as financial statements and other information as provided
in subsection 6.1.  Administrative Agent or Company may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.  Company hereby agrees, unless directed otherwise by
Administrative Agent or unless the electronic mail address referred to below has
not been provided by Administrative Agent to Company, that it will, or will
cause its Subsidiaries to, provide to Administrative Agent all information,
documents and other materials that it is obligated to furnish to Administrative
Agent pursuant to the Loan Documents, or to the Lenders under subsection 6.1,
including all notices, requests, financial statements, financial and other
reports, certificates and other information materials, but excluding any such
communication that (a) is or relates to a Notice of Borrowing, a Notice of
Conversion/ Continuation or a Notice of Prepayment, (b) relates to the payment
of any principal or other amount due under this Agreement prior to the scheduled
date therefor, (c) provides notice of any Potential Event of Default or Event of
Default under this Agreement or any other Loan Document or (d) is required to be
delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or the Loans (all such non-excluded communications being referred
to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium that is properly
identified in a format acceptable to Administrative Agent to
patricia.mcgowan@db.com (or at such other electronic mail address as directed by
Administrative Agent).  In addition, Company agrees, and agrees to
cause its Subsidiaries, to continue to provide the Communications to
Administrative Agent or the Lenders, as the case may be, in the manner specified
in the Loan Documents but only to the extent requested by Administrative
Agent.

     

    
      
         


      

      
        -96-

        
          

        

      

      
         


      

    

     

    Company
further agrees that Administrative Agent may make the Communications available
to the Lenders by posting the Communications on IntraLinks or a substantially
similar electronic transmission system.

     

    Loan
Documents and notices under the Loan Documents may be transmitted and/or signed
by telefacsimile and by signatures delivered in “PDF” format by electronic
mail.  The effectiveness of any such documents and signatures shall,
subject to applicable law, have the same force and effect as an original copy
with manual signatures and shall be binding on all Loan Parties, Agents and
Lenders.  Administrative Agent may also require that any such
documents and signature be confirmed by a manually-signed copy thereof; provided, however, that the
failure to request or deliver any such manually-signed copy shall not affect the
effectiveness of any facsimile document or signature.

     

    
      	
               
      

            	
              10.9

            	
              Survival of
      Representations, Warranties and
  Agreements.

            


    

     

    A.           All
representations, warranties and agreements made herein shall survive the
execution and delivery of this Agreement and the making of the
Loans.

     

    B.           Notwithstanding
anything in this Agreement or implied by law to the contrary, the agreements of
Company set forth in subsections 2.6D, 2.7, 10.2, 10.3, 10.4, 10.15, 10.16,
10.17 and 10.18 and the agreements of Lenders set forth in subsections 9.2C,
9.4, 10.5, 10.15, 10.16, 10.18 and 10.22 shall survive the payment of the Loans
and the termination of this Agreement.

     

    
      	
            	
              10.10

            	
              Failure or Indulgence
      Not Waiver; Remedies
Cumulative.

            


    

     

    No
failure or delay on the part of an Agent or any Lender in the exercise of any
power, right or privilege hereunder or under any other Loan Document shall
impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other power, right or privilege.  All rights and remedies existing
under this Agreement and the other Loan Documents are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

     

    
      	
            	
              10.11

            	
              Marshalling; Payments
      Set Aside.

            


    

     

    Neither
any Agent nor any Lender shall be under any obligation to marshal any assets in
favor of Company or any other party or against or in payment of any or all of
the Obligations.  To the extent that Company makes a payment or
payments to Administrative Agent or Lenders (or to Administrative Agent for the
benefit of Lenders), or Agents or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not
occurred.

     

    
      	
            	
              10.12

            	
              Severability.

            


    

     

    In case
any provision in or obligation under this Agreement or the Notes shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.


    
      
         


      

      
        -97-

        
          

        

      

      
         


      

    

     

    
      	
            	
              10.13

            	
              Obligations Several;
      Independent Nature of Lenders’ Rights; Damage
    Waiver.

            


    

     

    The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations of any other Lender hereunder.  Nothing contained
herein or in any other Loan Document, and no action taken by Lenders pursuant
hereto or thereto, shall be deemed to constitute Lenders, or Lenders and
Company, as a partnership, an association, a Joint Venture or any other kind of
entity.  The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and, subject to subsection 9.6,
each Lender shall be entitled to protect and enforce its rights arising out of
this Agreement and it shall not be necessary for any other Lender to be joined
as an additional party in any proceeding for such purpose.

     

    To the
extent permitted by law, Company shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with or as a result of this Agreement (including
subsection 2.1C hereof), any other Loan Document, any transaction
contemplated by the Loan Documents, any Loan or the use of proceeds
thereof.  No Indemnitee shall be liable for any damages arising from
the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information
transmission systems in connection with the Loan Documents or the transactions
contemplated thereby.

     

    
      	
            	
              10.14

            	
              Release of Security
      Interest or Guaranty.

            


    

     

    Upon the
proposed sale or other disposition of any Collateral with an aggregate value in
excess of $500,000 in any single transaction or related series of transactions
to any Person that is permitted by this Agreement or to which Requisite Lenders
(or such greater number of Lenders as may be required pursuant to subsection
10.6) have otherwise consented, or the sale or other disposition of the Capital
Stock with an aggregate value in excess of $500,000 in any single transaction or
related series of transactions of a Guarantor such that such Guarantor ceases to
be a Subsidiary to any Person that is permitted by this Agreement or to which
Requisite Lenders (or such greater number of Lenders as may be required pursuant
to subsection 10.6) have otherwise consented (in each case other than sales or
dispositions of inventory and services in the ordinary course of business), such
Loan Party shall deliver an Officer’s Certificate (i) stating that the
Collateral or the Capital Stock subject to such disposition is being sold or
otherwise disposed of in compliance with the terms hereof and
(ii) specifying the Collateral or Capital Stock being sold or otherwise
disposed of in the proposed transaction.  Upon the receipt of such
Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense,
so long as Administrative Agent (a) has no reason to believe that the facts
stated in such Officer’s Certificate are not true and correct and (b), if the
sale or other disposition of such item of Collateral or Capital Stock
constitutes an Asset Sale, shall have received evidence satisfactory to it that
arrangements satisfactory to it have been made for delivery of the Net Asset
Sale Proceeds if and as required by subsection 2.4, promptly execute and
deliver such releases of its security interest in such Collateral or such
Guaranty, as may be reasonably requested by such Loan Party.

     

    
      	
            	
              10.15

            	
              Applicable
      Law.

            


    

     

    THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
IN ANY SUCH LOAN DOCUMENT) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW.


    
      
         


      

      
        -98-

        
          

        

      

      
         


      

    

     

    
      	
            	
              10.16

            	
              Construction of
      Agreement; Nature of
Relationship.

            


    

     

    Each of
the parties hereto acknowledges that (i) it has been represented by counsel
in the negotiation and documentation of the terms of this Agreement,
(ii) it has had full and fair opportunity to review and revise the terms of
this Agreement, (iii) this Agreement has been drafted jointly by all of the
parties hereto, and (iv) neither Administrative Agent nor any Lender or
other Agent has any fiduciary relationship with or duty to Company arising out
of or in connection with this Agreement or any of the other Loan Documents, and
the relationship between Administrative Agent, the other Agents and Lenders, on
one hand, and Company, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor.  Accordingly, each of the parties
hereto acknowledges and agrees that the terms of this Agreement shall not be
construed against or in favor of another party.

     

    
      	
            	
              10.17

            	
              Consent to
      Jurisdiction and Service of
Process.

            


    

     

    ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS HEREUNDER AND
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING
AND DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

     

                    (I)    ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;

     

                    (II)    WAIVES ANY
DEFENSE OF FORUM NON
CONVENIENS;

     

                    (III)    AGREES THAT
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.8;

     

                    (IV)    AGREES THAT
SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER COMPANY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT;

     

                    (V)    AGREES THAT
LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO BRING PROCEEDINGS AGAINST COMPANY IN THE COURTS OF ANY OTHER JURISDICTION;
AND

     

                    (VI)    AGREES THAT
THE PROVISIONS OF THIS SUBSECTION 10.17 RELATING TO JURISDICTION AND VENUE SHALL
BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK
GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

     

    
      	
            	
              10.18

            	
              Waiver of Jury
      Trial.

            


    

     

    EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY
RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS
A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH
WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT
HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SUBSECTION 10.18 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     

    
      
         


      

      
        -99-

        
          

        

      

      
         


      

    

     

    
      	
            	
              10.19

            	
              Confidentiality.

            


    

     

    Each
Lender shall hold all non-public information obtained pursuant to the
requirements of this Agreement or any other Loan Documents in accordance with
such Lender’s customary procedures for handling confidential information of this
nature, it being understood and agreed by Company that in any event a Lender may
make disclosures (a) to its and its Affiliates’ directors, officers,
trustees, employees and agents, including accountants, legal counsel and other
advisors in connection with the transactions hereunder (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information
confidential), (b) to the extent requested by any Government Authority,
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this subsection 10.19, to (i) any
Eligible Assignee of or participant in, or any prospective Eligible Assignee of
or Participant in, any of its rights or obligations under this Agreement, (ii)
any pledgee pursuant to subsection 10.1D or (iii) any direct or indirect
contractual counterparty or prospective counterparty (or such contractual
counterparty’s or prospective counterparty’s professional advisor) to any credit
derivative transaction relating to obligations of Company, (g) with the
consent of Company, (h) to the extent such information (i) becomes
publicly available other than as a result of a breach of this
subsection 10.19 or (ii) becomes available to Administrative Agent or
any Lender on a nonconfidential basis from a source other Holdings or any of its
Subsidiaries, (i) to the National Association of Insurance Commissioners or
any other similar organization or any nationally recognized rating agency that
requires access to information about a Lender’s or its Affiliates’ investment
portfolio in connection with ratings issued with respect to such Lender or its
Affiliates and that no written or oral communications from counsel to an Agent
and no information that is or is designated as privileged or as attorney work
product may be disclosed to any Person unless such Person is a Lender or a
Participant hereunder, (j) to a Person that is an investor or prospective
investor in a Securitization (as defined below) that agrees that its access to
information regarding Company and the Loans is solely for purposes of evaluating
an investment in such Securitization (as defined below), or (k) to a Person that
is a trustee, collateral manager, servicer, noteholder or secured party in a
Securitization (as defined below) in connection with the administration,
servicing and reporting on the assets serving as collateral for such
Securitization; provided that, unless
specifically prohibited by applicable law or court order, each Lender shall
notify Company of any request by any Government Authority or representative
thereof (other than any such request in connection with any examination of the
financial condition of such Lender by such Government Authority) for disclosure
of any such non-public information prior to disclosure of such information; and
provided, further, that in no
event shall any Lender be obligated or required to return any materials
furnished by Company or any of its Subsidiaries.  In addition,
(i) Administrative Agent and Lenders may disclose the existence of this
Agreement and information about this Agreement in customary marketing materials
and to market data collectors, similar service providers to the lending
industry, and service providers to Administrative Agent and Lenders, and
(ii) Administrative Agent or any of its Affiliates may place customary
“tombstone” advertisements relating hereto in publications (including
publications circulated or otherwise made available in electronic form) of its
choice at its own expense in the case of each of clauses (i) and (ii) including
information such as the identity and titles of the parties hereto, the types and
amounts of the facilities provided herein and other general information relating
hereto, but not the express terms and conditions of the covenants and other
agreements contained herein.  For purposes hereof, “Securitization” means a public
or private offering by a Lender or any of its Affiliates or their respective
successors and assigns, of securities which represent an interest in, or which
are collateralized, in whole or in part, by the Loans and the Loan
Documents.


    
      
         


      

      
        -100-

        
          

        

      

      
         


      

    

     

    
      	
            	
              10.20

            	
              Counterparts;
      Effectiveness.

            


    

     

    This
Agreement and any amendments, waivers, consents or supplements hereto or in
connection herewith may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.  This Agreement shall become effective upon the execution of
a counterpart hereof by each of the parties hereto.

     

    Notwithstanding
anything herein to the contrary, information required to be treated as
confidential by reason of the foregoing shall not include, and Administrative
Agent and each Lender may disclose to any and all Persons, without limitation of
any kind, any information with respect to United States federal income tax
treatment and United States federal income tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to Administrative Agent or such Lender relating
to such tax treatment and tax structure.

     

    
      	
            	
              10.21

            	
              USA Patriot
      Act.

            


    

     

    Each
Lender hereby notifies Company that pursuant to the requirements of the Patriot
Act, it is required to obtain, verify and record information that identifies
Loan Parties, which information includes the name and address of each Loan Party
and other information that will allow such Lender to identify such Loan Party in
accordance with the Patriot Act.

     

    
      	
            	
              10.22

            	
              Intercreditor
      Agreement.

            


    

     

    EACH
LENDER HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE
INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR
IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL
TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND
(D) AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT TO ENTER INTO THE
INTERCREDITOR AGREEMENT AS COLLATERAL AGENT AND ON BEHALF OF SUCH
LENDER.  THIS SUBSECTION 10.22 IS INTENDED AS AN INDUCEMENT TO THE
LENDERS UNDER THE FIRST LIEN CREDIT AGREEMENT TO EXTEND CREDIT TO COMPANY AND
SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SUBSECTION
10.22.

     

    [Remainder
of page intentionally left blank]



    
      
         


      

      
        -101-

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                COMPANY:

                              
	 	 
	 	
                                INTRALINKS,
      INC.

                              
	 	 	 
	 	
                                By:

                              	
                                 /s/ Gary Hirsch

                              
	 	
                                 

                              	
                                
                                  Name:
      Gary Hirsch

                                

                              
	 	 
      	
                                Title:
      Senior Vice President and Secretary

                              
	 	 
	 	
                                Notice
      Address:

                              
	 	 	 
	 	 
      	
                                IntraLinks,
      Inc.

                              
	 	 
      	
                                1372
      Broadway, 11th Floor

                              
	 	 
      	
                                New
      York, NY 10018

                              
	 	 
      	
                                Attention:
      Gary Hirsh, Esq

                              
	 	 
      	
                                Telephone:
      (212) 543-7735

                              
	 	 
      	
                                Facsimile:
      (212) 543-7801

                              
	 	 
	 	
                                with
      a copy to:

                              
	 	 	 
	 	 
      	
                                Goodwin
      Procter LLP

                              
	 	 
      	
                                Exchange
      Place

                              
	 	 
      	
                                53
      State Street

                              
	 	 
      	
                                Boston,
      MA  02109

                              
	 	 
      	
                                Attention:
      Edward Matson Sibble, Esq.

                              
	 	 
      	
                                Telephone:
      (617) 570-1000

                              
	 	 
      	
                                Facsimile:
      (617)
523-1231

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
          Second
Lien Credit Agreement  

        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	
                                                                
                                                                  HOLDINGS:

                                                                

                                                              
	 	 
	 	
                                                                
                                                                  TA
      INDIGO HOLDING CORPORATION

                                                                

                                                              
	 	 	 
	 	
                                                                By:

                                                              	
                                                                 /s/ Harry D.
Taylor

                                                              
	 	
                                                                 
      

                                                              	
                                                                
                                                                  
                                                                    Name:
      Paul O’Leary

                                                                  

                                                                

                                                              
	 	 
      	
                                                                Title:
      Senior Vice President

                                                              
	 	 
	 	
                                                                Notice
      Address:

                                                              
	 	 	 
	 	 
      	
                                                                
                                                                  TA
      Indigo Holding Corporation

                                                                

                                                              
	 	 
      	
                                                                
                                                                  c/o
      TA Associates

                                                                

                                                              
	 	 
      	
                                                                
                                                                  John
      Hancock Tower

                                                                

                                                              
	 	 	
                                                                200
      Clarendon Street

                                                              
	 	 	
                                                                Boston,
      MA 02116

                                                              
	 	 
      	
                                                                Attention:
      Harry
      Taylor

                                                              
	 	 
      	
                                                                Telephone:
      (617)
      574-6767

                                                              
	 	 
      	
                                                                Facsimile:
      (617)
      574-6728

                                                              
	 	 	 
	 	and
	 	 	
                                                                TA
      Indigo Holding Corporation

                                                              
	 	 	
                                                                c/o
      Rho Capital Partners

                                                              
	 	 	
                                                                Carnegie
      Hall Tower

                                                              
	 	 	
                                                                152
      West 57th Street

                                                              
	 	 	
                                                                New
      York, NY 10019

                                                              
	 	 	
                                                                Attention: Skip
      Besthoff

                                                              
	 	 	
                                                                Telephone:
      (212)
      784-8863

                                                              
	 	 	
                                                                Facsimile:
      (212)
      751-5613

                                                              
	 	 
	 	
                                                                with
      a copy to:

                                                              
	 	 	 
	 	 
      	
                                                                Goodwin
      Procter LLP

                                                              
	 	 
      	
                                                                Exchange
      Place

                                                              
	 	 
      	
                                                                53
      State Street

                                                              
	 	 
      	
                                                                Boston,
      MA  02109

                                                              
	 	 
      	
                                                                Attention:
      Edward Matson Sibble, Esq.

                                                              
	 	 
      	
                                                                Telephone:
      (617) 570-1000

                                                              
	 	 
      	
                                                                Facsimile:
      (617)
523-1231

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
            Second
Lien Credit Agreement-

          

          
            

          

        

        
           


        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        	 	
                                                                                                                
                                                                                                                  
                                                                                                                    AGENTS:

                                                                                                                  

                                                                                                                

                                                                                                              
	 	 
	 	
                                                                                                                
                                                                                                                  
                                                                                                                    DEUTSCHE BANK TRUST COMPANY
      AMERICAS, individually and as
      Administrative Agent, Collateral Agent and Syndication
      Agent

                                                                                                                  

                                                                                                                

                                                                                                              
	 	 	 
	 	
                                                                                                                By:

                                                                                                              	
                                                                                                                /s/ Paul O’Leary

                                                                                                              
	 	
                                                                                                                 
      

                                                                                                              	
                                                                                                                
                                                                                                                  Name:
      Paul O’Leary

                                                                                                                

                                                                                                              
	 	 
      	
                                                                                                                Title:
      Vice President

                                                                                                              
	 	 	 
	 	 	 
	 	
                                                                                                                By:

                                                                                                              	/s/
      Marcus M. Tarkington
	 	 	Name:
      Marcus M. Tarkington
	 	 	Title:
      Director
	 	 
	 	
                                                                                                                
                                                                                                                  Notice
      Address for Administrative Agent or Collateral Agent (to be used for all
      notices other than notices from Company pursuant to Section
      2):

                                                                                                                

                                                                                                              
	 	 	 
	 	 
      	
                                                                                                                
                                                                                                                  
                                                                                                                    60
      Wall Street

                                                                                                                  

                                                                                                                

                                                                                                              
	 	 
      	
                                                                                                                
                                                                                                                  
                                                                                                                    M.S.
      NYC60-0208

                                                                                                                  

                                                                                                                

                                                                                                              
	 	 
      	
                                                                                                                
                                                                                                                  
                                                                                                                    New
      York, NY  10005

                                                                                                                  

                                                                                                                

                                                                                                              
	 	 	
                                                                                                                
                                                                                                                  Attention:
      Paul
      O’Leary

                                                                                                                

                                                                                                              
	 	 	
                                                                                                                Telephone:
      (212)
      250-6133

                                                                                                              
	 	 
      	
                                                                                                                
                                                                                                                  Facsimile:
      (212)
      797-5690

                                                                                                                

                                                                                                              
	 	 	 
	 	
                                                                                                                Notice
      Address for Administrative Agent (to be used solely for notices from
      Company pursuant to Section 2):

                                                                                                              
	 	 
	 	 	
                                                                                                                
                                                                                                                  100
      Plaza One

                                                                                                                

                                                                                                              
	 	 	
                                                                                                                
                                                                                                                  Jersey
      City, NJ  07311

                                                                                                                

                                                                                                              
	 	 	
                                                                                                                
                                                                                                                  Attention:
      Jim
      Cullen, Deal Administration

                                                                                                                

                                                                                                              
	 	 	
                                                                                                                
                                                                                                                  Telephone:
      (201)
      593-2180

                                                                                                                

                                                                                                              
	 	 	
                                                                                                                
                                                                                                                  Facsimile:
      (201)
      593-2308

                                                                                                                

                                                                                                              


                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
            
              Second
Lien Credit Agreement-

            

            
              

            

          

          
             


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    	 	
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  LENDERS:

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          
	 	 
	 	
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  DEUTSCHE
      BANK TRUST COMPANY AMERICAS,
      as a
      Lender

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          
	 	 	 
	 	
                                                                                                                                                                            By:

                                                                                                                                                                          	
                                                                                                                                                                            /s/ Paul O’Leary

                                                                                                                                                                          
	 	
                                                                                                                                                                             
      

                                                                                                                                                                          	
                                                                                                                                                                            
                                                                                                                                                                              Name:
      Paul O’Leary

                                                                                                                                                                            

                                                                                                                                                                          
	 	 
      	
                                                                                                                                                                            Title:
      Vice President

                                                                                                                                                                          
	 	 	 
	 	 	 
	 	
                                                                                                                                                                            By:

                                                                                                                                                                          	/s/
      Marcus M. Tarkington
	 	 	Name:
      Marcus M. Tarkington
	 	 	Title:
      Director
	 	 
	 	
                                                                                                                                                                            
                                                                                                                                                                              Notice
      Address:

                                                                                                                                                                            

                                                                                                                                                                          
	 	 
	 	 	
                                                                                                                                                                            
                                                                                                                                                                              100
      Plaza One

                                                                                                                                                                            

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            
                                                                                                                                                                              Jersey
      City, NJ  07311

                                                                                                                                                                            

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            
                                                                                                                                                                              Attention:
      Jim
      Cullen, Deal Administration

                                                                                                                                                                            

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            
                                                                                                                                                                              Telephone:
      (201)
      593-2180

                                                                                                                                                                            

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            
                                                                                                                                                                              Facsimile:
      (201)
      593-2308

                                                                                                                                                                            

                                                                                                                                                                          
	 	 	 
	 	TA SUBORDINATED DEBT FUND II,
      L.P., as a
  Lender
	 	 	 
	 	
                                                                                                                                                                            By:

                                                                                                                                                                          	TA
      Associates SDF LLC, its General Partner
	 	 	
                                                                                                                                                                            By:   
      TA Associates, Inc., its Manager

                                                                                                                                                                          
	 	 	 
	 	
                                                                                                                                                                            By:

                                                                                                                                                                          	/s/
      Brian J. Conway
	 	 	
                                                                                                                                                                            Name:
      Brian J. Conway

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            Title:
      Managing Director

                                                                                                                                                                          
	 	 	 
	 	
                                                                                                                                                                            Notice
      Address:

                                                                                                                                                                          
	 	 	 
	 	 	
                                                                                                                                                                            John
      Hancock Tower, 56th
      Floor

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            200
      Clarendon Street

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            Boston,
      MA 02116

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            Attention:
      Roberto
      Ramirez

                                                                                                                                                                          
	 	 	
                                                                                                                                                                            Facsimile:
      (617)
      574-6728

                                                                                                                                                                          


                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
            
              Second
Lien Credit Agreement-

            

            
              

            

          

          
             


          

        

      

    

    
 

    
      EXHIBIT
I


       

      [FORM
OF] NOTICE OF BORROWING

       

      DATED:  ____________

       

      Pursuant
to that certain Second Lien Credit Agreement dated as of June
[   ], 2007, as amended, supplemented or otherwise modified
through the date hereof (said Second Lien Credit Agreement, as so amended,
supplemented or otherwise modified, being the “Credit Agreement”, the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among IntraLinks, Inc., a Delaware corporation (“Company”), TA Indigo Holding
Corporation, a Delaware corporation (“Holdings”), the financial
institutions listed therein as Lenders (“Lenders”), Deutsche Bank
Securities Inc. and Credit Suisse Securities (USA) LLC as Joint Lead Arrangers
and Joint Bookrunners and Deutsche Bank Trust Company Americas, as
administrative agent and collateral agent for Lenders, this represents Company’s
request to borrow as follows:

       

      1.           Date of
borrowing:  _______________, ____

       

      2.           Amount of
borrowing:  $___________________

       

      3.           Lender(s): Lenders,
in accordance with their applicable Pro Rata Shares

       

      4.           Type of
Loans:

       

      [  ]
a.    Tranche B Term Loans

       

      [  ]
b.    Tranche C Term Loans

       

      5.           Interest rate
option:

       

      [  ]
a.     Base Rate Loan(s)

       

      [  ]
b.     Eurodollar Rate Loans with an initial Interest
Period of ____________ month(s)

       

      The
proceeds of such Loans are to be deposited in Company’s account at
_________________.

       

      The
undersigned officer, to the best of his or her knowledge, certifies on behalf of
Company that:

       

                      (i)    The
[Specified Representations]1 [representations and
warranties] contained in the Credit Agreement and the other Loan Documents are
true and correct in all material respects (except that any representation and
warranty that is qualified as to “materiality” or “Material Adverse Effect”
shall be true and correct in all respects) on and as of the date hereof to the
same extent as though made on and as of the date hereof, except to the extent
such representations and warranties specifically relate to an earlier date, in
which case such representations and warranties were true and correct in all
material respects on and as of such earlier date;

      

        

      

      
        
          	
                  1

                	
                  This
      language should be selected only in connection with the borrowing on the
      Closing Date.

                


        

        

          
            
              
                I-1

                Notice of
Borrowing

              

               


            

            
               


              
                

              

            

            
               


            

          

        

      

       

                      (ii)    [the
representations made by or with respect to the Target in the Merger Agreement
that are material to the interests of the Lenders are true and correct in all
material respects (except that any representation and warranty that is qualified
as to “materiality” or “Company Material Adverse Effect” shall be true and
correct in all respects) as of the date of the Merger Agreement (except to the
extent such representations and warranties speak as of an earlier date, in which
case such representations and warranties shall have been true and correct in all
material respects (except that any representation and warranty that is qualified
as to “materiality” or “Company Material Adverse Effect” shall be true and
correct in all respects) on and as of such earlier date) and as of the Closing
Date, as though made on and as of the Closing Date] 2; and

       

                      (iii)    No event has
occurred and is continuing or would result from the consummation of the
borrowing contemplated hereby that would constitute an Event of Default or a
Potential Event of Default.


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      TA INDIGO HOLDING
      CORPORATION

                                    
	 	 
	 	 
	 	
                                      By:

                                    	 
      
	 	 
      	
                                      Name:

                                    
	 	 
      	
                                      Title:] 3

                                    
	 	 
	 	 
	 	
                                      INTRALINKS,
      INC.

                                    
	 	 	 
	 	 	 
	 	
                                      By:

                                    	 
      
	 	 
      	
                                      Name:

                                    
	 	 
      	
                                      Title:] 4

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        

      

      
        
          
            	
                    2

                  	
                    This
      language should be selected only in connection with the borrowing on the
      Closing Date.

                  
	 	 
	
                    3

                  	To
      be executed by TA Indigo Holding Corporation with respect to Borrowings on
      the Closing Date.
	 	 
	
                    4

                  	To
      be executed by IntraLinks, Inc. with respect to Borrowings after the
      Closing Date.


          

        

        

          
            
              
                I-2

                Notice of
Borrowing

              

               


            

            
               


              
                

              

            

            
               


            

          

        

         

      

      EXHIBIT
II

       

      [FORM
OF] NOTICE OF CONVERSION/CONTINUATION

       

      DATED:  ____________

       

      Pursuant
to that certain Second Lien Credit Agreement dated as of
June  [   ], 2007, as amended, supplemented or
otherwise modified to the date hereof (said Second Lien Credit Agreement, as so
amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among IntraLinks, Inc., a Delaware corporation (“Company”), TA Indigo Holding
Corporation, a Delaware corporation, the financial institutions listed therein
as Lenders, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC
as Joint Lead Arrangers and Joint Bookrunners and Deutsche Bank Trust Company
Americas, as administrative agent and collateral agent for Lenders, this
represents Company’s request to convert or continue Loans as
follows:

       

      1.           Date
of conversion/continuation:  _______________, ____

       

      2.           Amount
of Loans being converted/continued:  $___________________

       

      3.           Type
of Loans being converted/continued:

       

      [  ]
a.   Tranche B Term Loans

       

      [  ]
b.   Tranche C Term Loans

       

      4.           Nature
of conversion/continuation:

       

      [  ]
a.    Conversion of Base Rate Loans to Eurodollar Rate
Loans

       

      [  ]
b.    Conversion of Eurodollar Rate Loans to Base Rate
Loans

       

      [  ]
c.     Continuation of Eurodollar Rate Loans as
such

       

      5.           If
Loans are being continued as or converted to Eurodollar Rate Loans, the duration
of the new Interest Period that commences on the conversion/continuation
date:  _______________ month(s)

       

      In the
case of a conversion to or continuation of Eurodollar Rate Loans, the
undersigned officer, to the best of his or her knowledge, certifies on behalf of
the Company that no Event of Default has occurred and is continuing under the
Credit Agreement.

      


       

      
        
          
            
              
                
                  	 	
                          INTRALINKS,
      INC.

                        
	 	 	 
	 	 	 
	 	
                          By:

                        	 
      
	 	 
      	
                          Name:

                        
	 	 
      	
                          Title:

                        


                

              

            

          

        

      

      


       


      
        
          
            II-1

            Notice of
Conversion/Continuation

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
IV


       

      [FORM
OF] NOTICE OF PREPAYMENT

       

      DATED:  ____________

       

      Pursuant
to that certain Second Lien Credit Agreement dated as of June [  ],
2007, as amended, supplemented or otherwise modified to the date hereof (said
Second Lien Credit Agreement, as so amended, supplemented or otherwise modified,
being the “Credit
Agreement”, the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among IntraLinks, Inc., a Delaware
corporation (“Company”),
TA Indigo Holding Corporation, a Delaware corporation (“Holdings”), the financial
institutions listed therein as Lenders (“Lenders”), Deutsche Bank
Securities Inc. and Credit Suisse Securities (USA) LLC as Joint Lead Arrangers
and Joint Bookrunners and Deutsche Bank Trust Company Americas, as
administrative agent and collateral agent for Lenders, this represents Company’s
notice of prepayment as follows:

       

      
        	
                1.

              	
                Date of
      Notice:  ________________,
  ________

              


      

       

      
        	
                2.

              	
                Type of
      Prepayment/Reduction/Termination:

              


      

       

      
        	
              	
                [  ]
      a.

              	
                Voluntary
      prepayment of:

              


      

       

      
        	
                 
      

              	
                [  ]
      i.

              	
                Tranche
      B Term Loan

              


      

       

      
        	
                 
      

              	
                [  ]
      ii.

              	
                Tranche
      C Term Loan

              


      

       

      
        	
              	
                 [  ]
      b.

              	
                Mandatory
      prepayment of Term Loans (specify the circumstance requiring said
      prepayment and/or reduction by checking the appropriate box
      below):

              


      

       

      
        	
                 
      

              	
                [  ]
      i.

              	
                Receipt
      of Net Asset Sale Proceeds that will not be
  reinvested

              


      

       

      
        	
                 
      

              	
                [  ]
      ii.

              	
                Receipt
      of Net Insurance/Condemnation Proceeds that will not be
      reinvested

              


      

       

      
        	
                 
      

              	
                [  ]
      iii.

              	
                Receipt
      of Net Securities Proceeds from the issuance of Indebtedness of Holdings
      or any of its Subsidiaries

              


      

       

      
        	
                 
      

              	
                [  ]
      iv.

              	
                Consolidated
      Excess Cash Flow

              


      

       

      
        
          	
                  3.

                	
                  If
      applicable, specify desired application of voluntary prepayment:1

                	  
	 	 	 
	 	 	 


        

      

       

      
        

      

      
        
          
            	
                    1

                  	
                    Irrespective
      of any application specified by Company, voluntary prepayments shall first
      be applied as specified in subsection 2.4B(ii)(a) of the Credit
      Agreement.

                  


          

           

        


        
          IV-1

          Notice of
Prepayment

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.

              	
                Attached
      hereto is (if applicable) a calculation of the amount of the applicable
      Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net
      Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be,
      that gave rise to a mandatory
prepayment.

              


      

       

      IN
WITNESS WHEREOF, the undersigned authorized officer of Company has executed this
notice as of the date set forth above.

       

      
        
          
            
              	 	
                      INTRALINKS,
      INC.

                    
	 	
                      By:

                    	 
      
	 	 
      	
                      Name:

                    
	 	 
      	
                      Title:

                    


            

          

        

      

      


       

      


      
        
          
            IV-2

            Notice of
Prepayment

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
V-1

       

      [FORM
OF] TRANCHE B TERM NOTE

       

      INTRALINKS,
INC.

       

      
        	
                $_____________________1

              	 
      	
                ______________________2

              
	 
      	 
      	
                [________],
      2007

              


      

      FOR VALUE
RECEIVED, INTRALINKS, INC., a Delaware corporation (“Company”), promises to pay to
__________________3
(“Payee”) or its
registered assigns the principal amount of _________________4
($[________________________]).  The principal amount of this Note
shall be payable on the dates and in the amounts specified in the below
referenced Credit Agreement; provided that the
last such installment shall be in an amount sufficient to repay the entire
unpaid principal balance of this Note, together with all accrued and unpaid
interest thereon.

       

      Company
also promises to pay interest on the unpaid principal amount hereof, until paid
in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Second Lien Credit Agreement dated as of
June [  ], 2007 by and among Company, TA Indigo Holding Corporation, a
Delaware corporation, the financial institutions listed therein as Lenders,
Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC as Joint
Lead Arrangers and Joint Bookrunners and Deutsche Bank Trust Company Americas,
as Administrative Agent and Collateral Agent (said Second Lien Credit Agreement,
as it may be amended, supplemented or otherwise modified from time to time,
being the “Credit
Agreement”, the terms defined therein and not otherwise defined herein
being used herein as therein defined).

       

      This Note
is one of Company’s “Term Notes” and is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is hereby made for a more
complete statement of the terms and conditions under which the Term Loan
evidenced hereby was made and is to be repaid.

       

      All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the Funding
and Payment Office or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit
Agreement.  Unless and until an Assignment Agreement effecting the
assignment or transfer of this Note shall have been accepted by Administrative
Agent and recorded in the Register as provided in the Credit Agreement, Company
and Administrative Agent shall be entitled to deem and treat Payee as the owner
and holder of this Note and the Loan evidenced hereby.  Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part
hereof it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

       

      

        

      

      
        
          
            	
                    1

                  	Insert
      amount of Lender’s Term Loan in numbers.
	 	 
	
                    2

                  	Insert
      place of delivery of Note.
	 	 
	
                    3

                  	
                    Insert
      Lender’s name in capital letters.

                  



        

      

      
        
          
            	 	 
	
                    4

                  	
                    Insert
      amount of Lender’s Term Loan in
words.

                  


          

        

        

          
            
              
                V-1

                Term
Note

              

               


            

            
               


              
                

              

            

            
               


            

          

        

      

       

      Whenever
any payment on this Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest on this Note.

       

      This Note
is subject to mandatory prepayment as provided in the Credit Agreement and to
prepayment at the option of Company as provided in the Credit
Agreement.

       

      THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.  THIS NOTE
INCORPORATES BY REFERENCE, AND COMPANY AND PAYEE HEREBY AGREE TO BE SUBJECT TO,
THE PROVISIONS SET FORTH IN SUBSECTION 10.17 OF THE CREDIT
AGREEMENT.

       

      Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.

       

      The terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.

       

      This Note
is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.

       

      No
reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of Company, which are
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, and in the currency prescribed herein and in
the Credit Agreement.

       

      Company
promises to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note.  [Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice,] and hereby waive diligence, presentment, protest,
demand and [notice of every kind and,] to the full extent permitted by law, the
right to plead any statute of limitations as a defense to any demand
hereunder.


      
        
          
            V-2

            Term
Note

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first
written above.

       

      


       

      
        
          
            
              	 	
                      INTRALINKS,
      INC.

                    
	 	
                      By:

                    	 
      
	 	 
      	
                      Name:

                    
	 	 
      	
                      Title:

                    


            

          

        

      

      


       


      
        
          
            V-3

            Term
Note

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
V-2


       

      [FORM
OF] TRANCHE C TERM NOTE


       

      INTRALINKS,
INC.

       

      
        	
                $_____________________5

              	
                ______________________6

              
	 
      	
                [________],
      2007

              


      

      FOR VALUE
RECEIVED, INTRALINKS, INC., a Delaware corporation (“Company”), promises to pay to
__________________7
(“Payee”) or its
registered assigns the principal amount of _________________8
($[________________________]).  The principal amount of this Note
shall be payable on the dates and in the amounts specified in the below
referenced Credit Agreement; provided that the
last such installment shall be in an amount sufficient to repay the entire
unpaid principal balance of this Note, together with all accrued and unpaid
interest thereon.

       

      Company
also promises to pay interest on the unpaid principal amount hereof, until paid
in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Second Lien Credit Agreement dated as of
June [  ], 2007 by and among Company, TA Indigo Holding Corporation, a
Delaware corporation, the financial institutions listed therein as Lenders,
Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC as Joint
Lead Arrangers and Joint Bookrunners and Deutsche Bank Trust Company Americas,
as Administrative Agent and Collateral Agent (said Second Lien Credit Agreement,
as it may be amended, supplemented or otherwise modified from time to time,
being the “Credit
Agreement”, the terms defined therein and not otherwise defined herein
being used herein as therein defined).

       

      This Note
is one of Company’s “Term Notes” and is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is hereby made for a more
complete statement of the terms and conditions under which the Term Loan
evidenced hereby was made and is to be repaid.

       

      All
payments of principal and interest in respect of this Note shall be made
pursuant to the Election Notice delivered from Company to Administrative Agent
from time to time as follows: (a) if Company shall have made a Cash Election for
the applicable interest period, then in lawful money of the United States of
America in same day funds at the Funding and Payment Office or at such other
place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement, (b) if the Company shall have made a 50% PIK
Election for the applicable interest period, then 50% in lawful money of the
United States of America in same day funds at the Funding and Payment Office or
at such other place as shall be designated in writing for such purpose in
accordance with the terms of the Credit Agreement and 50% payable in kind,
capitalized, compounded and added to the unpaid principal amount of this Note on
the Interest Payment Date hereof in and (c) if the Company shall have made a
100% PIK Election for the applicable interest period, then 100% payable in kind,
capitalized, compounded and added to the unpaid principal amount of this Note on
the Interest Payment Date hereof.  Unless and until an Assignment
Agreement effecting the assignment or transfer of this Note shall have been
accepted by Administrative Agent and recorded in the Register as provided in the
Credit Agreement, Company and Administrative Agent shall be entitled to deem and
treat Payee as the owner and holder of this Note and the Loan evidenced
hereby.  Payee hereby agrees, by its acceptance hereof, that before
disposing of this Note or any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the date to which interest
hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

      

        

      

      
        
          
            	
                    5

                  	Insert
      amount of Lender’s Term Loan in numbers.
	 	 
	
                    6

                  	Insert
      place of delivery of Note.
	 	 
	 	 
	
                    7

                  	
                    Insert
      Lender’s name in capital letters.

                  



        

      

      
        
          
            	 	 
	
                    8

                  	
                    Insert
      amount of Lender’s Term Loan in
words.

                  


          

        

        

          
            
              
                V-4

                Term
Note

              

               


            

            
               


              
                

              

            

            
               


            

          

        

      

       

      Whenever
any payment on this Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest on this Note.

       

      This Note
is subject to mandatory prepayment as provided in the Credit Agreement and to
prepayment at the option of Company as provided in the Credit
Agreement.

       

      THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.  THIS NOTE
INCORPORATES BY REFERENCE, AND COMPANY AND PAYEE HEREBY AGREE TO BE SUBJECT TO,
THE PROVISIONS SET FORTH IN SUBSECTION 10.17 OF THE CREDIT
AGREEMENT.

       

      Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or
may be declared to be, due and payable in the manner, upon the conditions and
with the effect provided in the Credit Agreement.

       

      The terms
of this Note are subject to amendment only in the manner provided in the Credit
Agreement.

       

      This Note
is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.

       

      No
reference herein to the Credit Agreement and no provision of this Note or the
Credit Agreement shall alter or impair the obligations of Company, which are
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, and in the currency prescribed herein and in
the Credit Agreement.

       

      Company
promises to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note.  Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand
hereunder.

       


      
        
          
            V-5

            Term
Note

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered
by its officer thereunto duly authorized as of the date and at the place first
written above.

       

      
        
          
            
              	 	
                      INTRALINKS,
      INC.

                    
	 	
                      By:

                    	 
      
	 	 
      	
                      Name:

                    
	 	 
      	
                      Title:

                    


            

          

        

      

       

      
        
          
            V-6

            Term
Note

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
VIII


       

      [FORM
OF] COMPLIANCE CERTIFICATE

       

      DATED:  ____________

       

      THE
UNDERSIGNED HEREBY CERTIFY THAT:

       

      (1)           We
are the duly elected [Title] and [Title] of IntraLinks, Inc., a Delaware
corporation (“Company”);

       

      (2)           We
have reviewed the terms of that certain Second Lien Credit Agreement dated as of
June [  ], 2007 as amended, supplemented or otherwise modified to the
date hereof (said Second Lien Credit Agreement, as so amended, supplemented or
otherwise modified, being the “Credit Agreement”, the terms
defined therein and not otherwise defined in this Certificate (including
Attachment No. 1 annexed hereto and made a part hereof) being used in this
Certificate as therein defined), by and among Company, TA Indigo Holding
Corporation, a Delaware corporation, the financial institutions listed therein
as Lenders, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC
as Joint Lead Arrangers and Joint Bookrunners and Deutsche Bank Trust Company
Americas, as Administrative Agent and Collateral Agent, and the terms of the
other Loan Documents, and we have made, or have caused to be made under our
supervision, a review in reasonable detail of the transactions and condition of
Company and its Subsidiaries during the accounting period covered by the
attached financial statements; and

       

      (3)           The
examination described in paragraph (2) above did not disclose, and we have no
knowledge of, the existence of any condition or event which constitutes an Event
of Default or Potential Event of Default during or at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate[, except as set forth below].

       

      [Set
forth [below] [in a separate attachment to this Certificate] are all exceptions
to paragraph (3) above listing, in detail, the nature of the condition or event,
the period during which it has existed and the action which Company has taken,
is taking, or proposes to take with respect to each such condition or
event:  ___________________________________________].

       


      
        
          
            VIII-1

            Compliance
Certificate

          

           


        

        
           


          
            

          

        

        
           


        

      


      The
foregoing certifications, together with the computations set forth in Attachment
No. 1 annexed hereto and made a part hereof and the financial statements
delivered with this Certificate in support hereof, are made and delivered on the
date as first written above, pursuant to subsection 6.1(iv) of the Credit
Agreement.

       

      
        
          
            
              	 	
                      INTRALINKS,
      INC.

                    
	 	
                      By:

                    	 
      
	 	 
      	
                      Name:

                    
	 	 
      	
                      Title:

                    


            

          

        

      


      
        
          
            VIII-2

            Compliance
Certificate

          

           


        

        
           


          
            

          

        

        
           


        

      


      ATTACHMENT
NO. 1

      TO
COMPLIANCE CERTIFICATE

       

      This
Attachment No. 1 is attached to and made a part of a Compliance Certificate
dated as of ____________, ____ and pertains to the period from ____________,
____ to ____________, ____.  Subsection references herein relate to
subsections of the Credit Agreement.1

       

      
        
          	
                  A.

                	
                  Consolidated
      Capital Expenditures2

                	 
      
	 
      	1.	
                  Consolidated
      Capital Expenditures for Fiscal Year of ____:

                	
                  $_____________

                
	 
      	2.	
                  Consolidated
      Capital Expenditures for prior Fiscal Year:

                	
                  $_____________

                
	 
      	 	
                  3.Maximum
      amount of Consolidated Capital Expenditures permitted under subsection 7.7
      for prior Fiscal Year

                	
                  $_____________

                
	 
      	4.	
                  Excess
      of permitted amount of Maximum Consolidated Capital Expenditures for prior
      Fiscal Year over Consolidated Capital Expenditures in prior Fiscal Year
      (3-2):

                	
                  $_____________

                
	 
      	5.	
                  Maximum
      amount of Consolidated Capital Expenditures permitted under subsection 7.7
      for Fiscal Year without regard to carryover amount or amount brought
      forward from succeeding Fiscal Year:

                	
                  $_____________

                
	 
      	6.	
                  Amount
      of permitted Consolidated Capital Expenditures for Fiscal Year that was
      previously elected to be applied to the maximum amount of Consolidated
      Capital Expenditures permitted under subsection 7.7 for prior Fiscal
      Year

                	
                  $_____________

                
	 
      	7.  	
                  Specified
      Equity Amount

                	
                  $_____________

                
	 
      	8.	
                  Maximum
      permitted for Holdings and its Subsidiaries under subsection 7.7
      (4+5-6+7):

                	
                  $_____________

                
	 
      	 	 
      	 
      
	
                  B.

                	
                  Consolidated Excess Cash
      Flow (for the Fiscal Year ended _________)3

                	 
      
	 
      	1.	
                  Consolidated
      EBITDA:

                	
                  $_____________

                
	 
      	2.	
                  Consolidated
      Working Capital Adjustment:

                	
                  $_____________

                
	 
      	3.	
                  Extraordinary,
      unusual or nonrecurring cash gains deducted from Consolidated
      EBITDA

                	
                  $_____________

                
	 
      	4. 	
                  Scheduled
      repayments of Consolidated Total Debt (excluding (x) repayments of
      Revolving Loans (as defined in the First Lien Credit Agreement) except to
      the extent the Revolving Loan Commitment Amount (as defined in the First
      Lien Credit Agreement) is permanently reduced in connection with such
      repayments and (y) any such repayment out of the proceeds of refinancing
      Indebtedness)

                	
                  $_____________

                


        

         

        


        
          

        

      

      
        
          
            	
                    1

                  	
                    In
      the event of any conflict or inconsistency between the provisions of this
      Compliance Certificate and the Credit Agreement, the provisions of the
      Credit Agreement shall control.

                  
	 	 
	
                    2

                  	Required
      at Fiscal Year-end only.
	 	 
	
                    3

                  	Required
      at Fiscal Year-end only.



            
              
                
                  VIII-3

                  Compliance
Certificate

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          
            	 
      	
                    5.         Internally
      generated funds of Company and its Subsidiaries used to make Consolidated
      Capital Expenditures (and any amounts that would be included as
      Consolidated Capital Expenditures but for the operation of clause (c)(ii)
      of the definition thereof (except in the case of clause (c)(ii), to the
      extent made out of Net Insurance/Condemnation Proceeds)):

                  	
                    $_____________

                  
	 
      	
                    6.         Consolidated
      Cash Interest Expense:

                  	
                    $_____________

                  
	 
      	
                    7.         Current
      taxes based on income of Company and its Subsidiaries and paid in cash
      with respect to such period:

                  	
                    $_____________

                  
	 
      	
                    8.         Internally
      generated funds of Company and its Subsidiaries used during such period to
      finance Permitted Acquisitions and Investments permitted by subsections
      7.3(vii) and (viii)(to the extent such amounts have not already been
      deducted in calculating Consolidated Net Income) or
      (xi)(b)(x):

                  	
                    $_____________

                  
	 
      	
                    9.       Any
      other amount paid from internally generated funds of Company and its
      Subsidiaries during such period which was added back to Consolidated Net
      Income in determining Consolidated EBITDA pursuant to clauses (vii),
      (viii), (x), (xi) and (xiv) of the definition of Consolidated
      EBITDA:

                  	
                    $_____________

                  
	 
      	
                    10.       Any
      amount applied to make Restricted Junior Payments pursuant to subsection
      7.4 (other than clauses (i), (iii), (vii) and (viii)
      thereof):

                  	
                    $_____________

                  
	 
      	
                    11.       Any
      cash security deposits made in respect of leases for office
      space:

                  	
                    $_____________

                  
	 
      	
                    12.       Consolidated
      Excess Cash Flow ((1+2+3)-(4+5+6+7+8+9+10+11)):

                  	
                    $_____________

                  


             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

            

              
                
                  
                    VIII-4

                    Compliance
Certificate

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

             

          

        

      

      EXHIBIT
IX


       

      FORM
OF OPINION OF COMPANY COUNSEL

       

      



      
        
          
            IX-1

            Opinion
of Company Counsel

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
X


       

      [FORM
OF ASSIGNMENT AGREEMENT]


       

      ASSIGNMENT
AND ASSUMPTION

       

      DATED:  ____________

       

      This
Assignment and Assumption (this “Assignment and Assumption”) is
dated as of the Effective Date set forth below and is entered into by and
between [the] [each]1
Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the]
[each]2 Assignee
identified in item 2 below ([the] [each, an] “Assignee”).  [It is
understood and agreed that the rights and obligations of [the Assignors] [the
Assignees]3 hereunder
are several and not joint.]4  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, restated, supplemented or
modified, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by [the]
[each] Assignee.  The Standard Terms and Conditions set forth in
Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.

       

      For an
agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns
to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby
irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s] [the
respective Assignors’] rights and obligations in [its capacity as a Lender]
[their respective capacities as Lenders] under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor] [the respective Assignors]
under the respective facilities identified below (including without limitation
any guarantees included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a Lender)] [the respective
Assignors (in their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the] [any] Assignor to
[the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively as [the] [an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the] [any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the] [any]
Assignor.

       

      
        

          

        

         

          
            	
                    1

                  	
                    For
      bracketed language here and elsewhere in this form relating to the
      Assignor(s), if the assignment is from a single Assignor, choose the first
      bracketed language.  If the assignment is from multiple
      Assignors, choose the second bracketed
language.

                  

 

        

        
          
            	
                    2

                  	
                    For
      bracketed language here and elsewhere in this form relating to the
      Assignee(s), if the assignment is to a single Assignee, choose the first
      bracketed language.  If the assignment is to multiple Assignees,
      choose the second bracketed
language.

                  


          

            

        

        
          
            	
                    3

                  	
                    Select
      as appropriate.

                  


          

            

        

        
          
            	
                    4

                  	
                    Include
      bracketed language if there are either multiple Assignors or multiple
      Assignees.

                  


          

           

        

      

      
        
          
            X-1

            Assignment
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  1.

                	
                  Assignor[s]:

                	
                  ________________________________

                


        

      

       

      
        	
                 
      

              	
                ________________________________

              


      

       

      
        	
                2.

              	
                Assignee[s]:

              	
                ________________________________

              
	 	 	 
	 	 	
                ________________________________

              


      

      
      

      
        	
                 
      

              	
                [for
      each Assignee, indicate [Affiliate] [Approved Fund] of [identify
      Lender]]

              


      

       

      
        
          	
                  3.

                	
                  Borrower(s):

                	
                  ________________________________

                


        

      

       

      
        	
                4.

              	
                Administrative
      Agent:  Deutsche Bank Trust Company Americas, as the
      administrative agent under the Credit
Agreement

              


      

       

      
        	
                5.

              	
                Credit
      Agreement:  The Second Lien Credit Agreement dated as of June [
      ], 2007, among IntraLinks, Inc., a Delaware corporation (“Company”), TA Indigo
      Holding Corporation, a Delaware corporation, the Lenders parties thereto,
      Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC as
      Joint Lead Arrangers and Joint Bookrunners and Deutsche Bank Trust Company
      Americas, as Administrative Agent and Collateral Agent, and the other
      agents parties thereto

              


      

       

      
        
          
            X-2

            Assignment
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.

              	
                Assigned
      Interest[s]:

              


      

       

      
        	
                Assignor[s]5

              	
                Assignee[s]6

              	
                Aggregate

                Amount
      of

                Commitment/

                Loans
      for all Lenders7

              	
                Amount
      of Commitment/ Loans Assigned8

              	
                Percentage

                Assigned
      of Commitment/

                Loans8

              	
                CUSIP
      Number

              
	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      
	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      
	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      


      

      


      
        	
                [7.

              	
                Trade
      Date:  ________________________________]9

              


      

       

      Effective
Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

       

       

      
        
          

        

        
          
            
              
                	
                        5

                      	
                        List
      each Assignor, as appropriate.

                      
	 	 
	
                        6

                      	List
      each Assignee, as appropriate.
	 	 
	
                        7

                      	Amount
      to be adjusted by the counterparties to take into account any payments or
      prepayments made between the Trade Date and the Effective
  Date.
	 	 
	
                        8

                      	Set
      forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
      all Lenders thereunder.
	 	 
	
                        9

                      	
                        To
      be completed if the Assignor(s) and the Assignee(s) intend that the
      minimum assignment amount is to be determined as of the Trade
      Date.

                      


              

            

            

              
                
                  
                    X-3

                    Assignment
Agreement

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              



          

        

      

      The terms
set forth in this Assignment and Assumption are hereby agreed to:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    
                                      ASSIGNOR[S]10

                                    

                                  
	 	 	 
	 	
                                    [NAME
      OF ASSIGNOR]

                                  
	 	 	 
	 	
                                    By:

                                  	 
      
	 	 
      	
                                    Title:

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	
                              
                                [NAME
      OF ASSIGNOR]

                              

                            
	 	 
	 	
                              By:

                            	 
      
	 	 
      	
                              Title:

                            


                    

                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	
                                            
                                              ASSIGNEE[S]11

                                            

                                          
	 	 	 
	 	
                                            [NAME
      OF ASSIGNEE]

                                          
	 	 	 
	 	
                                            By:

                                          	 
      
	 	 
      	
                                            Title:

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                 

                
                  
                    
                      
                        
                          
                            
                              	 	
                                      
                                        [NAME
      OF ASSIGNEE]

                                      

                                    
	 	 
	 	
                                      By:

                                    	 
      
	 	 
      	
                                      Title:

                                    


                            

                          

                        

                      

                    

                  

                

                
                  

                    

                  

                   

                    
                      	
                              10

                            	
                              Add
      additional signature blocks as
needed.

                            


                    

                     

                  

                  
                    
                      	
                              11

                            	
                              Add
      additional signature blocks as
needed.

                            


                    

                     

                  

                

              

            

          

        

      

      
        
          
            X-4

            Assignment
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Consented
to and Accepted:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                  
                                                                                    
                                                                                      DEUTSCHE
      BANK TRUST COMPANY

                                                                                         AMERICAS, as
      Administrative Agent

                                                                                    

                                                                                  

                                                                                	 
	 	 
	
                                                                                  By:

                                                                                	 
      	 
	 
      	
                                                                                  Title:

                                                                                	 
	 	 	 
	
                                                                                  By:

                                                                                	 	 
	 	
                                                                                  Title:

                                                                                	 
	 	 	 
	[Consented
      to:]12	 
	 	 	 
	[NAME
      OF RELEVANT PARTY]	 
	 	 	 
	
                                                                                  By:

                                                                                	 	 
	 	
                                                                                  Title:

                                                                                	 
	 	 	 


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
            


        

      

      
        
          	
                  12

                	
                  To
      be added only if the consent of Company and/or other parties is required
      by the terms of the Credit Agreement.  Add additional signature
      blocks as needed.

                


        

         

      


      
        
          
            X-5

            Assignment
Agreement

          

           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
1

       

      STANDARD
TERMS AND CONDITIONS FOR

      ASSIGNMENT
AND ASSUMPTION

       

      1.           Representations and
Warranties.

       

      1.1           Assignor[s].  [The]
[Each] Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such]
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Company, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan
Document.

       

      1.2.           Assignee[s].  [The]
[Each] Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all the
requirements of an Eligible Assignee under the Credit Agreement (subject to such
consents, if any, as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of [the] [the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the person exercising
discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement (and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
subsection 6.1 thereof, as applicable), the Intercreditor Agreement and such
other documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase [the] [such] Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase [the] [such] Assigned Interest, and (vii) if it is a Foreign Lender,
attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the] [such] Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, [the] [any]
Assignor or any other Lender, and based on 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 under the Loan Documents, (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender and (iii) it will
be bound by the provisions of the Intercreditor Agreement.

       

      2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of [the] [each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the] [the relevant] Assignor for amounts
which have accrued to but excluding the Effective Date and to [the] [the
relevant] Assignee for amounts which have accrued from and after the Effective
Date.

      
         


        
          
            
              X-ANNEX
1-1

              Assignment
Agreement

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      3.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW.

       


      
        
          
            X-ANNEX
1-2

            Assignment
Agreement

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
XI


       

      [FORM
OF] SOLVENCY CERTIFICATE

       

      _________
, 20 __

       

      This
SOLVENCY CERTIFICATE
(this “Certificate”) is
delivered in connection with that certain Second Lien Credit Agreement dated as
of June [  ], 2007 (the “Credit Agreement”) by and
among IntraLinks, Inc., a Delaware corporation (“Company”), TA Indigo Holding
Corporation, a Delaware corporation (“Holdings”), the financial
institutions referred to therein as Lenders (“Lenders”), Deutsche Bank
Securities Inc. and Credit Suisse Securities (USA) LLC as Joint Lead Arrangers
and Joint Bookrunners and Deutsche Bank Trust Company Americas, as
Administrative Agent (“Administrative Agent”) and
Collateral Agent.  Capitalized terms used herein without definition
have the same meanings as in the Credit Agreement.

       

      This
Certificate is being delivered pursuant to subsection 4.1F of the Credit
Agreement.  The undersigned is the Chief Financial Officer of Company
and hereby further certifies as of the date hereof, in [his] [her] capacity as
an officer of Company, and not individually, as follows:

       

      1.           I
have responsibility for (a) the management of the financial affairs of
Company and the preparation of financial statements of Company, and (b)
reviewing the financial and other aspects of the transactions contemplated by
the Credit Agreement.

       

      2.           I
have carefully prepared and/or reviewed the contents of this Certificate and
have conferred with counsel for Company for the purpose of discussing the
meaning of any provisions hereof that I desired to have clarified.

       

      3.           In
preparation for the consummation of the transactions contemplated by the Credit
Agreement, I have prepared and/or reviewed a pro forma balance sheet as at
__________, 2007 and pro forma income projections and pro forma cash flow
projections for each fiscal year during the term of the Credit Agreement for
Company and its Subsidiaries on a consolidated basis, in each case after giving
effect to the consummation of the transactions contemplated by the Credit
Agreement and the Related Agreements, including the Merger Agreement and the
Certificate of Merger.  The pro forma balance sheet, pro forma income
projections and pro forma cash flow projections are based upon good faith
estimates and assumptions believed by Company to be reasonable at the time made,
it being recognized by the Administrative Agent and the Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results.

       

      4.           Based
upon the foregoing and upon the best of my knowledge after due diligence, I have
concluded as follows:

       

      a.           the
“fair saleable value” of the property of Company and its Subsidiaries on a
consolidated basis is both (A) greater than the total amount of liabilities
(including contingent liabilities) of Company and its Subsidiaries on a
consolidated basis, and (B) not less than the amount that will be required to
pay the probable liabilities on Company’s and its Subsidiaries’ then existing
debts as they become absolute and due considering all financing alternatives and
potential asset sales reasonably available to Company and its
Subsidiaries.

       

      
        
          
            XI-1

            Solvency
Certificate

          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      b.           Company
and its Subsidiaries do not intend to incur, or believe (nor do they reasonably
believe) that they will incur, debts beyond their ability to pay such debts as
they become due.

       

      c.           Company
and its Subsidiaries do not have an unreasonably small amount of capital in
relation to their business or any contemplated or undertaken
transaction.

       

      In
computing the amount of such contingent liabilities as of the date hereof, such
liabilities have been computed at the amount that, in the light of all the facts
and circumstances existing as of the date hereof, represents the amount that can
reasonably be expected to become an actual or matured liability.

       

      I
understand that Administrative Agent and Lenders are relying on this Certificate
in extending credit to Company pursuant to the Credit Agreement.

       

      This
certificate is being executed and delivered by the undersigned in [his/her]
capacity as an officer of Company and no personal liability will attach to
[him/her] in connection with the execution and delivery of this
Certificate.

       


      
        
          
            XI-2

            Solvency
Certificate

          

           


        

        
           


          
            

          

        

        
           


        

      


      The
undersigned has executed this Certificate, in [his] [her] capacity as an officer
of Company and not individually, as of the date first written
above.

       

      
         

        
          
            
              
                	 	
                        INTRALINKS,
      INC.

                      
	 	
                        By:

                      	 
      
	 	 
      	
                        Name:

                      
	 	 
      	
                        Title:

                      


              

            

          

        

      


      
        
          
            XI-3

            Solvency
Certificate

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
XII


       

      [FORM
OF] SECOND LIEN GUARANTY

       

      This
SECOND LIEN GUARANTY
(this “Guaranty”) is
entered into as of June [  ], 2007 (as of and upon effectiveness of
the Merger (as defined in the Credit Agreement referenced below)) by the
undersigned (each a “Guarantor”, and together with
any future Subsidiaries of Company that become a party hereto pursuant to
Section 15 hereof, being collectively referred to herein as the “Guarantors”) in favor of and
for the benefit of DEUTSCHE
BANK TRUST COMPANY AMERICAS, as agent for and representative of (in such
capacity herein called “Guarantied Party”) the
financial institutions (“Lenders”) party to the Credit
Agreement referred to below and any Swap Counterparties (as hereinafter
defined), and in favor of and for the benefit of the other Beneficiaries (as
hereinafter defined).

       

      RECITALS

       

      A.           IntraLinks,
Inc., a Delaware corporation (“Company”), has entered into
that certain Second Lien Credit Agreement dated as of June [  ], 2007
with TA Indigo Holding Corporation, a Delaware corporation, Lenders, Deutsche
Bank Securities Inc. and Credit Suisse Securities (USA) LLC as Joint Lead
Arrangers and Joint Bookrunners and Guarantied Party, as Administrative Agent
and Collateral Agent for Lenders (said Second Lien Credit Agreement, as it may
hereafter be amended, supplemented or otherwise modified from time to time,
being the “Credit
Agreement”; capitalized terms defined therein and not otherwise defined
herein being used herein as therein defined).

       

      B.           Company
and its Subsidiaries may from time to time enter, or may from time to time have
entered, into one or more Hedge Agreements (collectively, the “Lender Swap Agreements”) with
one or more Persons that are Lenders or Affiliates of Lenders at the time such
Lender Swap Agreements are entered into (in such capacity, collectively, “Swap Counterparties”) in
accordance with the terms of the Credit Agreement, and it is desired that the
obligations of Company under the Lender Swap Agreements, including without
limitation the obligation of Company to make payments thereunder in the event of
early termination thereof, together with all obligations of Company under the
Credit Agreement and the other Loan Documents, be guarantied
hereunder.

       

      C.           Guarantied
Party, Lenders and each Swap Counterparty for which Guarantied Party has
received the notice required by Section 18 hereof are sometimes referred to
herein as “Beneficiaries”.

       

      D.           A
portion of the proceeds of the Loans may be advanced to other Guarantors that
are Subsidiaries of Company, and thus the Guarantied Obligations (as hereinafter
defined) are being incurred for and will inure to the benefit of Guarantors
(which benefits are hereby acknowledged).

       

      E.           It
is a condition precedent to the making of the initial Loans under the Credit
Agreement that Company’s obligations thereunder be guarantied by
Guarantors.

       

      F.           Guarantors
are willing irrevocably and unconditionally to guaranty such obligations of
Company.

       

      NOW, THEREFORE, based upon the
foregoing and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in order to induce Lenders and Guarantied
Party to enter into the Credit Agreement and to make Loans and to induce Swap
Counterparties to enter into the Lender Swap Agreements, Guarantors hereby agree
as follows:

      

        
          
            
              XII-1

              Guaranty

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      1.           Guaranty.

       

      (a)           Guarantors
jointly and severally irrevocably and unconditionally guaranty, as primary
obligors and not merely as sureties, the due and punctual payment in full of all
Guarantied Obligations (as hereinafter defined) when the same shall become due,
whether at stated maturity, by acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code).  The term “Guarantied Obligations” is
used herein in its most comprehensive sense and includes any and all Obligations
of Company and all obligations of Company or any Subsidiary under Lender Swap
Agreements, now or hereafter made, incurred or created, whether absolute or
contingent, liquidated or unliquidated, whether due or not due, and however
arising under or in connection with the Credit Agreement, the Lender Swap
Agreements, this Guaranty and the other Loan Documents, including those arising
under successive borrowing transactions under the Credit Agreement which shall
either continue such obligations of Company or from time to time renew them
after they have been satisfied.

       

      Each
Guarantor acknowledges that a portion of the Loans may be advanced to it and
that the Guarantied Obligations are being incurred for and will inure to its
benefit.

       

      Any
interest on any portion of the Guarantied Obligations that accrues after the
commencement of any proceeding, voluntary or involuntary, involving the
bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
of Company (or, if interest on any portion of the Guarantied Obligations ceases
to accrue by operation of law by reason of the commencement of said proceeding,
such interest as would have accrued on such portion of the Guarantied
Obligations if said proceeding had not been commenced) shall be included in the
Guarantied Obligations because it is the intention of each Guarantor and
Guarantied Party that the Guarantied Obligations should be determined without
regard to any rule of law or order that may relieve Company of any portion of
such Guarantied Obligations.

       

      In the
event that all or any portion of the Guarantied Obligations is paid by Company,
the obligations of each Guarantor hereunder shall continue and remain in full
force and effect or be reinstated, as the case may be, in the event that all or
any part of such payment(s) is rescinded or recovered directly or indirectly
from Guarantied Party or any other Beneficiary as a preference, fraudulent
transfer or otherwise, and any such payments that are so rescinded or recovered
shall constitute Guarantied Obligations.

       

      Subject
to the other provisions of this Section 1, upon the failure of Company to pay
any of the Guarantied Obligations when and as the same shall become due, each
Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied
Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate
of the unpaid Guarantied Obligations.

       

      (b)           Anything
contained in this Guaranty to the contrary notwithstanding, the obligations of
each Guarantor under this Guaranty and the other Loan Documents shall be limited
to a maximum aggregate amount equal to the largest amount that would not render
its obligations hereunder subject to avoidance as a fraudulent transfer or
conveyance under Section 548 of Title 11 of the United States Code or any
applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in
each case after giving effect to all other liabilities of such Guarantor,
contingent or otherwise, that are relevant under the Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of such Guarantor (x) in
respect of intercompany indebtedness to Company or other affiliates of Company
to the extent that such indebtedness would be discharged in an amount equal to
the amount paid by such Guarantor hereunder and (y) under any guaranty of
Subordinated Indebtedness which guaranty contains a limitation as to maximum
amount similar to that set forth in this Section 1(b), pursuant to which the
liability of such Guarantor hereunder is included in the liabilities taken into
account in determining such maximum amount) and after giving effect as assets to
the value (as determined under the applicable provisions of the Fraudulent
Transfer Laws) of any rights to subrogation, reimbursement, indemnification or
contribution of such Guarantor pursuant to applicable law or pursuant to the
terms of any agreement.

      

        
          
            
              XII-2

              Guaranty

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      (c)           Each
Guarantor under this Guaranty, and each guarantor under other guaranties, if
any, relating to the Credit Agreement (the “Related Guaranties”) that
contain a contribution provision similar to that set forth in this Section 1(c),
together desire to allocate among themselves (collectively, the “Contributing Guarantors”), in
a fair and equitable manner, their obligations arising under this Guaranty and
the Related Guaranties.  Accordingly, in the event any payment or
distribution is made on any date by a Guarantor under this Guaranty or a
guarantor under a Related Guaranty, each such Guarantor or such other guarantor
shall be entitled to a contribution from each of the other Contributing
Guarantors in the maximum amount permitted by law so as to maximize the
aggregate amount of the Guarantied Obligations paid to
Beneficiaries.

       

      2.           Guaranty Absolute; Continuing
Guaranty.  The obligations of each Guarantor hereunder are
irrevocable, absolute, independent and unconditional and shall not be affected
by any circumstance which constitutes a legal or equitable discharge of a
guarantor or surety other than payment in full of the Guarantied
Obligations.  In furtherance of the foregoing and without limiting the
generality thereof, each Guarantor agrees that:  (a) this
Guaranty is a guaranty of payment when due and not of collectibility;
(b) Guarantied Party may enforce this Guaranty upon the occurrence and
during the continuance of an Event of Default under the Credit Agreement or the
occurrence of an early termination date or similar event under any Lender Swap
Agreements notwithstanding the existence of any dispute between Company and any
Beneficiary with respect to the existence of such event; (c) the
obligations of each Guarantor hereunder are independent of the obligations of
Company under the Loan Documents or the Lender Swap Agreements and the
obligations of any other guarantor of obligations of Company and a separate
action or actions may be brought and prosecuted against each Guarantor whether
or not any action is brought against Company or any of such other guarantors and
whether or not Company is joined in any such action or actions; and (d) a
payment of a portion, but not all, of the Guarantied Obligations by one or more
Guarantors shall in no way limit, affect, modify or abridge the liability of
such or any other Guarantor for any portion of the Guarantied Obligations that
has not been paid.  This Guaranty is a continuing guaranty and shall
be binding upon each Guarantor and its successors and assigns, and each
Guarantor irrevocably waives any right to revoke this Guaranty as to future
transactions giving rise to any Guarantied Obligations.

       

      3.           Actions by
Beneficiaries.  Any Beneficiary may from time to time, without
notice or demand and without affecting the validity or enforceability of this
Guaranty or giving rise to any limitation, impairment or discharge of any
Guarantor’s liability hereunder, (a) renew, extend, accelerate or otherwise
change the time, place, manner or terms of payment of the Guarantied
Obligations, (b) settle, compromise, release or discharge, or accept or
refuse any offer of performance with respect to, or substitutions for, the
Guarantied Obligations or any agreement relating thereto and/or subordinate the
payment of the same to the payment of any other obligations, (c) request
and accept other guaranties of the Guarantied Obligations and take and hold
security for the payment of this Guaranty or the Guarantied Obligations,
(d) release, exchange, compromise, subordinate or modify, with or without
consideration, any security for payment of the Guarantied Obligations, any other
guaranties of the Guarantied Obligations, or any other obligation of any Person
with respect to the Guarantied Obligations, (e) enforce and apply any
security now or hereafter held by or for the benefit of any Beneficiary in
respect of this Guaranty or the Guarantied Obligations and direct the order or
manner of sale thereof, or exercise any other right or remedy that Guarantied
Party or the other Beneficiaries, or any of them, may have against any such
security, as Guarantied Party in its discretion may determine consistent with
the Credit Agreement, the Lender Swap Agreements and any applicable security
agreement, including foreclosure on any such security pursuant to one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable, and (f) exercise any other rights available to
Guarantied Party or the other Beneficiaries, or any of them, under the Loan
Documents or the Lender Swap Agreements.

      

        
          
            
              XII-3

              Guaranty

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      4.           No Discharge.  This
Guaranty and the obligations of Guarantors hereunder shall be valid and
enforceable and shall not be subject to any limitation, impairment or discharge
for any reason (other than payment in full of the Guarantied Obligations),
including without limitation the occurrence of any of the following, whether or
not any Guarantor shall have had notice or knowledge of any of
them:  (a) any failure to assert or enforce or agreement not to
assert or enforce, or the stay or enjoining, by order of court, by operation of
law or otherwise, of the exercise or enforcement of, any claim or demand or any
right, power or remedy with respect to the Guarantied Obligations or any
agreement relating thereto, or with respect to any other guaranty of or security
for the payment of the Guarantied Obligations, (b) any waiver or
modification of, or any consent to departure from, any of the terms or
provisions of the Credit Agreement, any of the other Loan Documents, the Lender
Swap Agreements or any agreement or instrument executed pursuant thereto, or of
any other guaranty or security for the Guarantied Obligations, (c) the
Guarantied Obligations, or any agreement relating thereto, at any time being
found to be illegal, invalid or unenforceable in any respect, (d) the
application of payments received from any source to the payment of indebtedness
other than the Guarantied Obligations, even though Guarantied Party or the other
Beneficiaries, or any of them, might have elected to apply such payment to any
part or all of the Guarantied Obligations, (e) any failure to perfect or
continue perfection of a security interest in any collateral which secures any
of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims
which Company may assert against Guarantied Party or any Beneficiary in respect
of the Guarantied Obligations, including but not limited to failure of
consideration, breach of warranty, payment, statute of frauds, statute of
limitations, accord and satisfaction and usury, and (g) any other act or
thing or omission, or delay to do any other act or thing, which may or might in
any manner or to any extent vary the risk of a Guarantor as an obligor in
respect of the Guarantied Obligations.

       

      5.           Waivers.  Each
Guarantor waives, for the benefit of Beneficiaries:  (a) any
right to require Guarantied Party or the other Beneficiaries, as a condition of
payment or performance by such Guarantor, to (i) proceed against Company,
any other guarantor of the Guarantied Obligations or any other Person,
(ii) proceed against or exhaust any security held from Company, any other
guarantor of the Guarantied Obligations or any other Person, (iii) proceed
against or have resort to any balance of any deposit account or credit on the
books of any Beneficiary in favor of Company or any other Person, or
(iv) pursue any other remedy in the power of  any Beneficiary;
(b) any defense arising by reason of the incapacity, lack of authority or
any disability or other defense of Company including, without limitation, any
defense based on or arising out of the lack of validity or the unenforceability
of the Guarantied Obligations or any agreement or instrument relating thereto or
by reason of the cessation of the liability of Company from any cause other than
payment in full of the Guarantied Obligations; (c) any defense based upon
any statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in other respects more burdensome than that of
the principal; (d) any defense based upon Guarantied Party’s or any other
Beneficiary’s errors or omissions in the administration of the Guarantied
Obligations, except behavior that amounts to bad faith; (e) (i) any
principles or provisions of law, statutory or otherwise, that are or might be in
conflict with the terms of this Guaranty and any legal or equitable discharge of
such Guarantor’s obligations hereunder, (ii) the benefit of any statute of
limitations affecting such Guarantor’s liability hereunder or the enforcement
hereof, (iii) any rights to set-offs, recoupments and counterclaims, and
(iv) promptness, diligence and any requirement that any Beneficiary protect,
secure, perfect or insure any Lien or any property subject thereto;
(f) notices, demands, presentments, protests, notices of protest, notices
of dishonor and notices of any action or inaction, including acceptance of this
Guaranty, notices of default under the Credit Agreement, notices of default or
early termination under any Lender Swap Agreement or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the
Guarantied Obligations or any agreement related thereto, notices of any
extension of credit to Company and notices of any of the matters referred to in
Sections 3 and 4 and any right to consent to any thereof; and (g) to the
fullest extent permitted by law, any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of this Guaranty.

      

        
          
            
              XII-4

              Guaranty

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      6.           Guarantors’ Rights of Subrogation,
Contribution, Etc.; Subordination of Other Obligations.  Until
the Guarantied Obligations (other than Unasserted Obligations and obligations
under the Lender Swap Agreements) shall have been paid in full and the
Commitments shall have terminated and the Lender Swap Agreements have been paid
in full (or the obligations thereunder have been secured by a collateral
arrangement reasonably satisfactory to the applicable Swap Counterparty), each
Guarantor shall withhold exercise of (a) any claim, right or remedy, direct
or indirect, that such Guarantor now has or may hereafter have against Company
or any of its assets in connection with this Guaranty or the performance by such
Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute, under common law or
otherwise and including without limitation (i) any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter
have against Company, (ii) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have
against Company, and (iii) any benefit of, and any right to participate in,
any collateral or security now or hereafter held by any Beneficiary and
(b) any right of contribution such Guarantor now has or may hereafter have
against any other guarantor of any of the Guarantied
Obligations.  Each Guarantor further agrees that, to the extent the
agreement to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against
Company or against any collateral or security, and any rights of contribution
such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights Guarantied Party or the other Beneficiaries may have
against Company, to all right, title and interest Guarantied Party or the other
Beneficiaries may have in any such collateral or security, and to any right
Guarantied Party or the other Beneficiaries may have against such other
guarantor.

       

      Any
indebtedness of Company now or hereafter held by any Guarantor is subordinated
in right of payment to the Guarantied Obligations, and any such indebtedness of
Company to a Guarantor collected or received by such Guarantor after an Event of
Default has occurred and is continuing, and any amount paid to a Guarantor on
account of any subrogation, reimbursement, indemnification or contribution
rights referred to in the preceding paragraph when all Guarantied Obligations
have not been paid in full, shall be held in trust for Guarantied Party on
behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for
the benefit of Beneficiaries to be credited and applied against the Guarantied
Obligations.

       

      7.           Expenses.  Guarantors
jointly and severally agree to pay, or cause to be paid, on demand, and to save
Guarantied Party and the other Beneficiaries harmless against liability for,
(i) all costs and expenses, including outside attorneys’ fees, fees, costs
and expenses of accountants, advisors and consultants and costs of settlement,
incurred by Guarantied Party or any other Beneficiary in connection with
enforcing any Obligations of or in collecting any payments due from any Loan
Party under this Guaranty and (ii) any and all costs and expenses (including
those arising from rights of indemnification) required to be paid by Guarantors
under the provisions of any other Loan Document.

      

        
          
            
              XII-5

              Guaranty

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      8.           Financial Condition of
Company.  No Beneficiary shall have any obligation, and each
Guarantor waives any duty on the part of any Beneficiary, to disclose or discuss
with such Guarantor its assessment, or such Guarantor’s assessment, of the
financial condition of Company or any matter or fact relating to the business,
operations or condition of Company.  Each Guarantor has adequate means
to obtain information from Company on a continuing basis concerning the
financial condition of Company and its ability to perform its obligations under
the Loan Documents and the Lender Swap Agreements, and each Guarantor assumes
the responsibility for being and keeping informed of the financial condition of
Company and of all circumstances bearing upon the risk of nonpayment of the
Guarantied Obligations.

       

      9.           Representations and
Warranties.  Each Guarantor makes, for the benefit of
Beneficiaries, each of the representations and warranties made in the Credit
Agreement by Company as to such Guarantor, its assets, financial condition,
operations, organization, legal status, business and the Loan Documents to which
it is a party.

       

      10.           Covenants.  Each
Guarantor agrees that, so long as any part of the Guarantied Obligations (other
than Unasserted Obligations and obligations under the Lender Swap Agreements)
shall remain unpaid or any Lender shall have any Commitment or any Swap
Counterparty shall have any obligation under any Lender Swap Agreement (unless
the obligations thereunder have been secured by a collateral arrangement
reasonably satisfactory to the Swap Counterparty), such Guarantor will, unless
Requisite Obligees (as such term is defined in Section 17(a)) shall
otherwise consent in writing, perform or observe, and cause its Subsidiaries to
perform or observe, all of the terms, covenants and agreements that the Loan
Documents state that Company is to cause a Guarantor and such Subsidiaries to
perform or observe.

       

      11.           Set Off.  In
addition to any other rights any Beneficiary may have under law or in equity, if
any amount shall at any time be due and owing by a Guarantor to any Beneficiary
under this Guaranty, such Beneficiary is authorized at any time or from time to
time while an Event of Default shall have occurred and be continuing, without
notice (any such notice being expressly waived), to set off and to appropriate
and to apply any and all deposits (general or special, including but not limited
to indebtedness evidenced by certificates of deposit, whether matured or
unmatured) and any other indebtedness of such Beneficiary owing to a Guarantor
and any other property of such Guarantor held by a Beneficiary to or for the
credit or the account of such Guarantor against and on account of the Guarantied
Obligations and liabilities of such Guarantor to any Beneficiary under this
Guaranty.

       

      12.           Discharge of Guaranty Upon Sale of
Guarantor.  If any Guarantor or any of its successors in
interest under this Guaranty shall be sold or otherwise shall cease to be a
Subsidiary in a transaction not prohibited by the Credit Agreement or otherwise
consented to by Requisite Obligees (as such term is defined in
Section 17(a)), such Guarantor or such successor in interest, as the case
may be, Guarantied Party shall, at the request of such Guarantor, execute and
deliver documents or instruments necessary to evidence the release and discharge
of such Guarantor from this Guaranty as provided in subsection 10.14 of the
Credit Agreement.

       

      13.           Amendments and
Waivers.  No amendment, modification, termination or waiver of
any provision of this Guaranty, and no consent to any departure by any Guarantor
therefrom, shall in any event be effective without the written concurrence of
Guarantied Party and, in the case of any such amendment or modification,
Guarantors.  Any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was
given.

      

        
          
            
              XII-6

              Guaranty

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      14.           Miscellaneous.  It
is not necessary for Beneficiaries to inquire into the capacity or powers of any
Guarantor or Company or the officers, directors or any agents acting or
purporting to act on behalf of any of them.

       

      The
rights, powers and remedies given to Beneficiaries by this Guaranty are
cumulative and shall be in addition to and independent of all rights, powers and
remedies given to Beneficiaries by virtue of any statute or rule of law or in
any of the Loan Documents or the Lender Swap Agreements or any agreement between
one or more Guarantors and one or more Beneficiaries or between Company and one
or more Beneficiaries.  Any forbearance or failure to exercise, and
any delay by any Beneficiary in exercising, any right, power or remedy hereunder
shall not impair any such right, power or remedy or be construed to be a waiver
thereof, nor shall it preclude the further exercise of any such right, power or
remedy.

       

      In case
any provision in or obligation under this Guaranty shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.

       

      THIS
GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTORS, GUARANTIED PARTY AND THE
OTHER BENEFICIARIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT
WOULD REQUIRE APPLICATION OF ANOTHER LAW.

       

      This
Guaranty shall inure to the benefit of Beneficiaries and their respective
successors and assigns.

       

      ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO
THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
GUARANTY.  Each Guarantor agrees that service of all process in any
such proceeding in any such court may be made by registered or certified mail,
return receipt requested, to such Guarantor at its address set forth below its
signature hereto, such service being acknowledged by such Guarantor to be
sufficient for personal jurisdiction in any action against such Guarantor in any
such court and to be otherwise effective and binding service in every
respect.  Nothing herein shall affect the right to serve process in
any other manner permitted by law or shall limit the right of Guarantied Party
or any Beneficiary to bring proceedings against such Guarantor in the courts of
any other jurisdiction.

       

      EACH GUARANTOR AND, BY ITS ACCEPTANCE
OF THE BENEFITS HEREOF, GUARANTIED PARTY EACH AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS GUARANTY.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
GUARANTIED PARTY EACH (I) ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR SUCH GUARANTOR AND GUARANTIED PARTY TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT SUCH GUARANTOR AND GUARANTIED PARTY HAVE ALREADY RELIED ON
THIS WAIVER IN ENTERING INTO THIS GUARANTY OR ACCEPTING THE BENEFITS THEREOF, AS
THE CASE MAY BE, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR
RELATED FUTURE DEALINGS, AND (II) FURTHER WARRANTS AND REPRESENTS THAT EACH
HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS
GUARANTY.  In the event of litigation, this Guaranty may be
filed as a written consent to a trial by the court.

      

        
          
            
              XII-7

              Guaranty

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      15.           Additional
Guarantors.  The initial Guarantor(s) hereunder shall be such
of the Subsidiaries of Company as are signatories hereto on the date
hereof.  From time to time subsequent to the date hereof, Subsidiaries
of Company may become parties hereto, as additional Guarantors (each an “Additional Guarantor”) as
required under subsection 6.8 of the Credit Agreement, by executing a
counterpart of this Guaranty.  A form of such a counterpart is
attached as Exhibit A.  Upon
delivery of any such counterpart to Guarantied Party, notice of which is hereby
waived by Guarantors, each such Additional Guarantor shall be a Guarantor and
shall be as fully a party hereto as if such Additional Guarantor were an
original signatory hereof.  Each Guarantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Guarantor hereunder, nor by any election of the
Guarantied Party not to cause any Subsidiary of Company to become an Additional
Guarantor hereunder.  This Guaranty shall be fully effective as to any
Guarantor that is or becomes a party hereto regardless of whether any other
Person becomes or fails to become or ceases to be a Guarantor
hereunder.

       

      16.           Counterparts;
Effectiveness.  This Guaranty may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original for
all purposes; but all such counterparts together shall constitute but one and
the same instrument.  This Guaranty shall become effective as to each
Guarantor upon the execution of a counterpart hereof by such Guarantor (whether
or not a counterpart hereof shall have been executed by any other Guarantor) and
receipt by the Guaranteed Party of written or telephonic notification of such
execution and authorization of delivery thereof.

       

      17.           Guarantied Party as
Agent.

       

      (a)           Guarantied
Party has been appointed to act as Guarantied Party hereunder by
Lenders.  Guarantied Party shall be obligated, and shall have the
right hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action, solely in
accordance with this Guaranty and the Credit Agreement; provided that
Guarantied Party shall exercise, or refrain from exercising, any remedies under
or with respect to this Guaranty in accordance with the instructions of
(i) Requisite Lenders, or (ii) after payment in full of all
Obligations under the Credit Agreement and the other Loan Documents (other than
Unasserted Obligations and obligations under the Lender Swap Agreements) and the
termination of the Commitments, the holders of a majority of (A) the aggregate
notional amount under all Lender Swap Agreements (including Lender Swap
Agreements that have been terminated) or (B) if all Lender Swap Agreements
have been terminated in accordance with their terms, the aggregate amount then
due and payable (exclusive of expenses and similar payments but including any
early termination payments then due) under such Lender Swap Agreements
(Requisite Lenders or, if applicable, such holders being referred to herein as
“Requisite
Obligees”).

      

        
          
            
              XII-8

              Guaranty

            

             


          

          
             


            
              

            

          

          
             


          

        

      

       

      (b)           Guarantied
Party shall at all times be the same Person that is Administrative Agent under
the Credit Agreement.  Written notice of resignation by Administrative
Agent pursuant to subsection 9.5 of the Credit Agreement shall also constitute
notice of resignation as Guarantied Party under this Guaranty; and appointment
of a successor Administrative Agent pursuant to subsection 9.5 of the Credit
Agreement shall also constitute appointment of a successor Guarantied Party
under this Guaranty.  Upon the acceptance of any appointment as
Administrative Agent under subsection 9.5 of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Guarantied Party under this Guaranty, and the retiring
Guarantied Party under this Guaranty shall promptly (i) transfer to such
successor Guarantied Party all sums held hereunder, together with all records
and other documents necessary or appropriate in connection with the performance
of the duties of the successor Guarantied Party under this Guaranty, and
(ii) take such other actions as may be necessary or appropriate in
connection with the assignment to such successor Guarantied Party of the rights
created hereunder, whereupon such retiring Guarantied Party shall be discharged
from its duties and obligations under this Guaranty.  After any
retiring Guarantied Party’s resignation hereunder as Guarantied Party, the
provisions of this Guaranty shall inure to its benefits as to any actions taken
or omitted to be taken by it under this Guaranty while it was Guarantied Party
hereunder.

       

      18.           Notice of Lender Swap
Agreements.  Guarantied Party shall not be deemed to have any
duty whatsoever with respect to any Swap Counterparty until it shall have
received written notice in form and substance satisfactory to Guarantied Party
from Company, a Guarantor or the Swap Counterparty as to the existence and terms
of the applicable Lender Swap Agreement.

       

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            XII-9

            Guaranty

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, each
Guarantor, solely for the purposes of the waiver of the right to jury trial
contained in Section 14, and Guarantied Party have caused this Guaranty to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    TA
      INDIGO HOLDING CORPORATION

                                  

                                
	 	 
	 	
                                  By:

                                	 
      
	 	 
      	
                                  Name:

                                	 
	 	 
      	
                                  Title:

                                	 
	 	 	Address:	
                                  c/o
      TA Associates

                                  
                                    John
      Hancock Tower

                                    200
      Clarendon Street

                                    Boston,
      MA
02116

                                  

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      As of and
upon the effectiveness of the Merger, each of the undersigned hereby
acknowledges and agrees to assume the rights and obligations of a Guarantor as
set forth herein and that all references herein to Guarantor shall thereupon
deemed to be references to each of the undersigned.

       

      
         

        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  
                                                    
                                                      [GUARANTORS]

                                                    

                                                  

                                                
	 	 
	 	
                                                  By:

                                                	 
      
	 	 
      	
                                                  Name:

                                                	 
	 	 
      	
                                                  Title:

                                                	 
	 	 	Address:	
                                                   

                                                
	 	 	 	   
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

         

        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	
                                                        
                                                          
                                                            
                                                              DEUTSCHE
      BANK TRUST COMPANY 

                                                                AMERICAS, as Guarantied
      Party

                                                              

                                                            

                                                          

                                                        

                                                      
	 	 
	 	
                                                        By:

                                                      	 
      
	 	 
      	
                                                        Name:

                                                      	 
	 	 
      	
                                                        Title:

                                                      	 
	 	 	 	 
	 	
                                                        By:

                                                      	 
	 	 	
                                                        Name:

                                                      	 
	 	 	
                                                        Title:

                                                      	 
	 	 	Address: 	60
      Wall Street
	 	 	 	
                                                        New
      York,
NY  10005

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        

          
            
              
                XII-S-6

                


              

               


            

            
               


              
                

              

            

            
               


            

          



      

      EXHIBIT
A


       

      [FORM
OF] COUNTERPART FOR ADDITIONAL GUARANTORS

       

      This
COUNTERPART (this “Counterpart”), dated _______,
20__, is delivered pursuant to Section 15 of the Guaranty referred to
below.  The undersigned hereby agrees that this Counterpart may be
attached to the Second Lien Guaranty, dated as of June [  ], 2007 (as
it may be from time to time amended, modified or supplemented, the “Guaranty”; capitalized terms
used herein not otherwise defined herein shall have the meanings ascribed
therein), among the Guarantors named therein and Deutsche Bank Trust Company
Americas, as Guarantied Party.  The undersigned, by executing and
delivering this Counterpart, hereby becomes an Additional Guarantor under the
Guaranty in accordance with Section 15 thereof and agrees to be bound by all of
the terms thereof.

       

      IN WITNESS WHEREOF, the
undersigned has caused this Counterpart to be duly executed and delivered by its
officer thereunto duly authorized as of ______________, 20__.

       

       

      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                              
                                                
                                                  
                                                    [NAME
      OF ADDITIONAL GUARANTOR]

                                                  

                                                

                                              

                                            
	 	 
	 	
                                              By:

                                            	 
      
	 	 
      	
                                              Name:

                                            	 
	 	 
      	
                                              Title:

                                            	 
	 	 	Address:	
                                                 

                                            
	 	 	 	 
	 	 	 	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      


      
        
          
            XII-A-1

            Subsidiary
Guaranty

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
XIII


       

      [FORM
OF] SECOND LIEN SECURITY AGREEMENT

       

      [To be
distributed separately]

       


      
        
          
            XIII-1

             

            Security
Agreement

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
XIV

       

      


       

      [FORM OF ]
INTERCREDITOR AGREEMENT

       

      [To be
distributed separately]

       


      
        
          
            XIV-1

            Mortgage

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
XV


       

      [FORM
OF] ELECTION NOTICE

       

      DATED:  ____________

       

      Pursuant
to that certain Second Lien Credit Agreement dated as of June [  ],
2007, as amended, supplemented or otherwise modified to the date hereof (said
Second Lien Credit Agreement, as so amended, supplemented or otherwise modified,
being the “Credit
Agreement”, the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among IntraLinks, Inc., a Delaware
corporation (“Company”),
TA Indigo Holding Corporation, a Delaware corporation (“Holdings”), the financial
institutions listed therein as Lenders (“Lenders”), Deutsche Bank
Securities Inc. and Credit Suisse Securities (USA) LLC as Joint Lead Arrangers
and Joint Bookrunners and Deutsche Bank Trust Company Americas, as
administrative agent and collateral agent for Lenders, this represents Company’s
request to have the interest payable for the Interest Payment Date of _________
as follows:

       

      PIK
Option:

       

      [  ]
a. 100% PIK Election

       

      [  ]
b.  50% PIK Election

       

      [  ]
c.  Cash Election

       


      
        
          
            XV-1

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      
        
          
            
              	 	
                      INTRALINKS,
      INC.

                    
	 	
                      By:

                    	 
      
	 	 
      	
                      Name:

                    
	 	 
      	
                      Title:

                    


            

          

        

      

       

      
        
          
            XV-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
XVI

      


      [FORM
OF] PREFERRED STOCK CERTIFICATE OF DESIGNATIONS

      


      [To be
distributed separately]

      



      
        
          
            XVI-1

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    AMENDMENT
NO. 1 TO CREDIT AGREEMENT

     

    Amendment
No. 1, dated as of May 14, 2010 (this “Amendment”), to the
Second Lien Credit Agreement, dated as of June 15, 2007 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among IntraLinks Holdings, Inc., a Delaware corporation (“Holdings”),
IntraLinks, Inc., a Delaware corporation (the “Borrower”), each
lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender”), Deutsche
Bank Trust Company Americas, as administrative agent (in such capacity, the
“Administrative
Agent”) and the other agents and arrangers named
therein.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Credit
Agreement.

     

    W I T N E
S S E T H:

     

    WHEREAS, subsection 10.6(a) of
the Credit Agreement permits the Borrower and the Requisite Lenders to enter
into amendments to and waive any provision of the Credit Agreement;
and

     

    WHEREAS,
the Requisite Lenders and the Borrower desire to amend the Credit Agreement on
the terms set forth herein.

     

    NOW,
THEREFORE, in consideration of the promises and covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:

     

    Section
1.             Amendments

     

    (a)           Subsection
1.1 of the Credit Agreement is hereby amended by inserting the following
definitions in alphabetical order:

     

    ““Amendment No. 1” means
Amendment No. 1 to this Agreement, dated as of May 14, 2010.”

     

    ““First Amendment to the First Lien
Credit Agreement” means Amendment No. 1 to the First Lien Credit
Agreement, dated as of May 14, 2010, substantially in the form set forth in
Exhibit A to
Amendment No. 1.”

     

    ““Qualifying IPO” means the
first IPO following the Amendment Effective Date resulting in aggregate gross
proceeds to Holdings of not less than $125,000,000; provided that such
IPO shall have been consummated on or prior to December 31, 2010.”

     

    ““Qualifying IPO Holdings
Prepayment” has the meaning assigned to such term in Section
6.15.”

     

    ““Specified Accounts” means the
accounts listed on Schedule 1 to Amendment No. 1.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           The
definition of Base Rate in subsection 1.1 of the Credit Agreement shall, upon
the consummation of the Qualifying IPO, be replaced in its entirety with the
following:

     

    ““Base Rate” means, at any time,
the highest of (i) the Prime Rate (ii) the rate which is 1/2 of 1% in
excess of the Federal Funds Effective Rate and (iii) the Eurodollar Rate for an
Interest Period of one month beginning on the day on which such time falls (or
if such time falls on a day that is not a Business Day, the immediately
Preceding Business Day) plus 1.0% per annum.  Any change in the Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change.  Administrative
Agent will give notice promptly to Company and the Lenders of changes in the
Base Rate; provided that (a) the
failure to give such notice shall not affect the Base Rate in effect after such
change and (b) the Base Rate shall be deemed to never be less than 3.0% per
annum.”.

     

    (c)           The
following shall be added immediately prior to the second sentence of “Eurodollar
Rate” in subsection 1.1 of the Credit Agreement:  “Notwithstanding the
foregoing, from and after the consummation of the Qualifying IPO, the Eurodollar
Rate shall be deemed to never be less than 2.0% per annum.”

     

    (d)           The
definition of “Net Securities Proceeds” in subsection 1.1 of the Credit
Agreement is hereby amended by replacing such definition in its entirety with
the following:

     

    ““Net Securities Proceeds” means
(x) the cash proceeds (net of underwriting discounts and commissions and other
costs and expenses actually incurred in connection therewith, including legal
fees and expenses) from the incurrence of Indebtedness by Holdings or any of its
Subsidiaries and (y) the cash proceeds to Holdings from the issuance of Capital
Stock by Holdings (net of underwriting discounts and commissions and other fees,
costs and expenses actually incurred in connection therewith, including legal
fees and expenses).”.

     

    (e)           The
definition of Specified Equity Amount in subsection 1.1 of the Credit Agreement
shall be amended to add the following parenthetical phrase immediately after the
word “Holdings” appears therein:

     

    “(other
than from the Qualifying IPO, to the extent used to make the Qualifying IPO
Holdings Prepayment)”.

     

    (f)           Subsection
2.2A(ii) of the Credit Agreement shall be amended by replacing the references to
“5.75” and “4.75” in such subsection 2.2A(ii) with “6.50” and “5.50”,
respectively.

     

    (g)           A
new Section 6.15 shall be added to the Credit Agreement which shall read as
follows:

     

    6.15           Use of
Proceeds of Qualifying IPO.  The Net Securities Proceeds of the
Qualifying IPO shall be used, upon the consummation of the Qualifying IPO, (x)
to voluntarily prepay all interest, principal, premium and other amounts
outstanding under the Holdings Senior PIK Credit Agreement at a prepayment price
not to exceed the price set forth in subsection 2.4B(i) thereof as such
provision is in effect on the Amendment Effective Date (the “Qualifying IPO Holdings
Prepayment”), (y) to the extent Net Securities Proceeds of the Qualifying
IPO remain after giving effect to the prepayment referred to in immediately
preceding clause (x), voluntarily prepay the Tranche B Term Loans and Tranche C
Term Loans pursuant to subsection 2.4B(i) on a pro rata basis and (z) to the
extent that Net Securities Proceeds of the Qualifying IPO remain after the
prepayment referred to in immediately preceding clause (y), for general
corporate purposes.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (h)          The
second sentence of subsection 7.10(C) of the Credit Agreement is hereby amended
by replacing such sentence in its entirety with the following:

     

    “Holdings
shall not make any prepayment prior to the scheduled date due of Indebtedness
under the Holdings Senior PIK Credit Agreement other than the Qualifying IPO
Holdings Prepayment”.

     

    (i)           Subsection
8.3 of the Credit Agreement is hereby amended by adding the following text
immediately prior to the words “or Section 7 of this Agreement”:

     

    “,
subsection 6.15”.

     

    Section
2.             Waiver

     

    In
reliance upon the representations and warranties of the Borrower set forth in
Section 4 below and subject to the conditions to effectiveness set forth in
Section 3 below, the Requisite Lenders hereby agree to waive any Default or
Event of Default that may be existing or continuing solely as a result of the
failure by Company and its Subsidiaries to enter into Control Agreement(s) over
the Specified Accounts (a “Control Agreement Default”);
provided that
such waiver shall be automatically revoked without any requirement of notice or
further action by any Lender or any Agent, and such Control Agreement Default
shall be deemed to have remained continuously in existence as if such waiver had
never been granted unless Borrower has come into full compliance with Section
6.11 (without giving effect to such waiver) on or prior to the 30th day
following the Amendment Effective Date (as such date may be extended from time
to time in the discretion of the Administrative Agent) and certified the same to
the Administrative Agent in an Officer’s Certificate on or prior to such
day.

     

    The
foregoing is a limited waiver and shall not be deemed to constitute a waiver of
any Event of Default (other than, subject to the foregoing, the Control
Agreement Default) or any future breach of the Credit Agreement or any of the
other Loan Documents.  The Lenders hereby reserve their rights under
the Loan Documents and applicable law in respect of such other Events of Default
and future breaches.

     

    Section
3.             Conditions
Precedent to the Effectiveness of this Amendment

     

    This
Amendment (including the waiver set forth above in Section 2) shall become
effective as of the date when, and only when, each of the following conditions
precedent shall have been (or are or will be substantially concurrently
therewith) satisfied, as evidenced by written confirmation of satisfaction from
the Administrative Agent (the “Amendment Effective
Date”):

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (a)          
the Administrative Agent shall have received this Amendment, duly executed by
the Borrower, Holdings and a number of Lenders sufficient to constitute the
Requisite Lenders;

     

    (b)          the
Collateral Agent and the First Lien Collateral Agent shall have entered into the
First Amendment to the Intercreditor Agreement;

     

    (c)           the
Administrative Agent shall have received an Officer’s Certificate of the
Borrower certifying that after giving effect to the waiver referred to in
Section 2 (x) the representations and warranties in Section 4 shall be true and
correct as of the Amendment Effective Date and (y) no default shall have
occurred and be continuing under the First Lien Credit Agreement;

     

    (d)          the
Borrower shall have paid all fees and, to the extent invoices have been
delivered to the Borrower at least one (1) Business Day prior to such date,
expenses payable to the Lenders and the Administrative Agent referred to under
Section 5 hereof; and

     

    (e)           the
First Amendment to the First Lien Credit Agreement shall have become, or shall
simultaneously become, effective.

     

    Section
4.             Representations
and Warranties

     

    On and as
of the Amendment Effective Date, after giving effect to this Amendment and the
First Amendment to the First Lien Credit Agreement, the Borrower hereby
represents and warrants to the Administrative Agent and each Lender as
follows:

     

    (a)           The
execution, delivery and performance of this Amendment has been duly authorized
by all necessary corporate, partnership or limited liability action on the part
of the Borrower.  This Amendment is the legally valid and binding
obligation of the Borrower, enforceable against such Person in accordance with
its terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally
or by equitable principles relating to enforceability;

     

    (b)          the
representations and warranties contained in the Credit Agreement and in the
other Loan Documents shall be true and correct in all material respects (except
that any representation and warranty that is qualified as to “materiality” or
“Material Adverse Effect” shall be true and correct in all respects) on and as
of the Amendment Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects (except that any
representation and warranty that is qualified as to “materiality” or “Material
Adverse Effect” shall be true and correct in all respects) on and as of such
earlier date;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (c)           after
giving effect to the amendments, consents and waivers set forth herein and in
the First Amendment to the First Lien Credit Agreement, no Default or Event of
Default has occurred and is continuing under the Credit Agreement or the First
Lien Credit Agreement; and

     

    (d)           As
of the Amendment Effective Date, no more than an aggregate of the United States
dollar equivalent of $1,600,000 is in the Specified Accounts (the Specified Account
Amount”).  Other than with respect to the Specified Accounts
containing no more than an aggregate of the Specified Account Amount, Company is
in compliance with Section 6.11 in all respects as of the Amendment Effective
Date.

     

    Section
5.             Fees
and Expenses

     

    (a)           On
the Amendment Effective Date, each Lender which shall have duly executed and
delivered to the Borrower and the Administrative Agent this Amendment on or
prior to 5:00 p.m., New York City time, on May 13, 2010 shall be paid a fee by
Borrower equal to 0.25% (the “Fee Percentage”) multiplied by
the sum of the aggregate principal amount of outstanding Loans of such Lender as
of the Amendment Effective Date as set forth on the Register maintained by the
Administrative Agent.

     

    (b)           The
Borrower agrees to pay all reasonable fees and expenses incurred by the
Administrative Agent in connection with this Amendment (including the
reasonable, documented fees of Cahill Gordon & Reindel llp), whether or not
the Amendment Effective Date occurs.

     

    Section
6.             Consent
to First Amendment to Intercreditor Agreement

     

    Pursuant
to clause (i) of the first proviso to subsection 9.6 of the Credit Agreement,
the Administrative Agent and the Lenders hereby consent to Amendment No. 1 to
the Intercreditor Agreement set forth on Exhibit B hereto.

     

    Section
7.             Reference
to and Effect on the Loan Documents

     

    (a)           Except
as specifically amended above, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and
effect and are hereby ratified and confirmed.

     

    (b)           The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Lenders, Holdings, the Borrower or
the Administrative Agent under any of the Loan Documents, nor constitute a
waiver of any other provision of any of the Loan Documents or for any
purpose.

     

    (c)           Each
of the Loan Documents, including the Credit Agreement, and any and all other
agreements, documents or instruments now or hereafter executed and/or delivered
pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as
amended hereby, are hereby amended so that any reference in such Loan Documents
to the Credit Agreement, whether direct or indirect, shall mean a reference to
the Credit Agreement as amended hereby.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (d)           This
Amendment is a Loan Document.  For the avoidance of doubt, the
indemnification provisions set forth in subsection 10.3 of the Credit Agreement
shall apply to this Amendment.

     

    Section
8.             Execution
in Counterparts

     

    This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.  Delivery
of an executed counterpart by telecopy or other electronic transmission shall be
effective as delivery of a manually executed counterpart of this
Amendment.

     

    Section
9.             Governing
Law

     

    THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

     

    Section
10.           Headings

     

    Section
headings herein are included herein for convenience of reference only and shall
not constitute a part hereof for any other purpose or be given any substantive
effect.

     

    Section
11.           Notices

     

    All
communications and notices hereunder shall be given as provided in the Credit
Agreement.

     

    Section
12.           Severability

     

    The
illegality or unenforceability of any provision of this Amendment or any
instrument or agreement required hereunder shall not in any way affect or impair
the legality or enforceability of the remaining provisions of this Amendment or
any instrument or agreement required hereunder.

     

    Section
13.           Successors

     

    The terms
of this Amendment shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.

     

    Section
14.           Waiver of
Jury Trial

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    EACH
OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AMENDMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
AMENDMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO THIS AMENDMENT, THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AMENDMENT, AND THAT EACH WILL CONTINUE TO RELY ON
THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.  EACH PARTY HERETO
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO SECTION 13 AND
EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AMENDMENT.  IN THE EVENT OF LITIGATION, THIS AMENDMENT MAY BE FILED AS
A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     

    


    


    


    [SIGNATURE
PAGES FOLLOW]

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    In Witness
Whereof, the
parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first written
above.

     

    
       

      
        	 	
                INTRALINKS
      HOLDINGS, INC.,

                   
      as Holdings

              	 
	 	 	 	 
	 	
                By:

              	/s/ Gary
      Hirsch	 
	 	 	Name:
      Gary Hirsch 	 
	 	 	Title:
      Secretary 	 
	 	 	 	 
	 	 	 	 
	 	INTRALINKS,
      INC.,  as Borrower	 
	 	 	 	 
	 	
                By:
      

              	/s/ Gary
      Hirsch 	 
	 	 	Name:
      Gary Hirsch  	 
	 	 	Title:
      Secretary	 


      

       

      
        
           

          
            
              [Amendment to IntraLinks Credit
Agreement Signature Page]

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
       

      
        
          	 	
                  DEUTSCHE
      BANK TRUST COMPANY 

                  AMERICAS,
      as Administrative Agent

                	 
	 	 	 	 
	 	
                  By:

                	/s/
      Paul O’Leary	 
	 	 	Name: Paul
      O’Leary	 
	 	 	Title: Director	 
	 	 	 	 
	 	 	 	 
	 	
                  By:
      

                	/s/
      Evelyn Thierry	 
	 	 	Name: Evelyn
      Thierry	 
	 	 	Title: Director


        

      

       

       

    

    
      
        [Amendment to IntraLinks
Credit Agreement Signature Page]

      

      
        
        

        
          

        

      

      
         

      

    

     

    Schedule
1

    Specified
Accounts attached

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

    Amendment
No. 1 to the First Lien Credit Agreement

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    Amendment
No. 1 to the Intercreditor Agreement