exh101.htm


    

      Exhibit
10.1

       

      
 

      
        Published
CUSIP Number: 26747FAC3


      

       

      


      


      


      


      


      


      


      


      


      


      CREDIT
AGREEMENT

      


      Dated as
of June 4, 2010

      


      among

      


      DYCOM
INDUSTRIES, INC.,

      as the
Borrower,

      


      THE
SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,

      as the
Guarantors,

      


      BANK OF
AMERICA, N.A.,

      as
Administrative Agent, Swingline Lender and L/C Issuer,

      


      and

      


      THE OTHER
LENDERS PARTY HERETO

      


      


      


      


      


      BANC OF
AMERICA SECURITIES LLC and WELLS FARGO SECURITIES, LLC,

      as Joint
Lead Arrangers and Joint Book Managers,

      


      WELLS
FARGO BANK, NATIONAL ASSOCIATION,

      as
Syndication Agent,

      


      and

      


      BRANCH
BANKING AND TRUST COMPANY,

      RBS CITIZENS, N.A.,

      and

      PNC BANK,
N.A.,

      as
Co-Documentation Agents

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

      

        
          	
                  ARTICLE
      I  DEFINITIONS AND ACCOUNTING TERMS

                	
                  1

                
	
                  1.01

                	
                      Defined
      Terms

                	
                  1

                
	
                  1.02

                	
                      Other
      Interpretive Provisions

                	
                  26

                
	
                  1.03

                	
                      Accounting
      Terms

                	
                  27

                
	
                  1.04

                	
                      Rounding

                	
                  28

                
	
                  1.05

                	
                      Times of
      Day

                	
                  28

                
	
                  1.06

                	
                      Letter of
      Credit Amounts

                	
                  28

                
	
                  ARTICLE
      II  THE COMMITMENTS AND CREDIT EXTENSION

                	
                  28

                
	
                  2.01

                	
                      Commitments

                	
                  28

                
	
                  2.02

                	
                      Borrowings,
      Conversions and Continuations of Loans

                	
                  30

                
	
                  2.03

                	
                      Letters of
      Credit

                	
                  31

                
	
                  2.04

                	
                      Swingline
      Loans

                	
                  40

                
	
                  2.05

                	
                      Prepayments

                	
                  43

                
	
                  2.06

                	
                      Termination or
      Reduction of Aggregate Revolving Commitments

                	
                  45

                
	
                  2.07

                	
                      Repayment of
      Loans

                	
                  45

                
	
                  2.08

                	
                      Interest

                	
                  45

                
	
                  2.09

                	
                      Fees

                	
                  46

                
	
                  2.10

                	
                      Computation of
      Interest and Fees; Retroactive Adjustments of Applicable
      Rate

                	
                  46

                
	
                  2.11

                	
                      Evidence of
      Debt

                	
                  47

                
	
                  2.12

                	
                      Payments
      Generally; Administrative Agent’s Clawback

                	
                  48

                
	
                  2.13

                	
                      Sharing of
      Payments by Lenders

                	
                  49

                
	
                  2.14

                	
                      Cash
      Collateral

                	
                  50

                
	
                  2.15

                	
                      Defaulting
      Lenders

                	
                  51

                
	
                  ARTICLE
      III  TAXES, YIELD PROTECTION AND ILLEGALITY

                	
                  53

                
	
                  3.01

                	
                      Taxes

                	
                  53

                
	
                  3.02

                	
                      Illegality

                	
                  56

                
	
                  3.03

                	
                      Inability to
      Determine Rates

                	
                  57

                
	
                  3.04

                	
                      Increased
      Costs

                	
                  57

                
	
                  3.05

                	
                      Compensation
      for Losses

                	
                  58

                
	
                  3.06

                	
                      Mitigation
      Obligations; Replacement of Lenders

                	
                  59

                
	
                  3.07

                	
                      Survival

                	
                  59

                
	
                  ARTICLE
      IV  GUARANTY

                	
                  59

                
	
                  4.01

                	
                      The
      Guaranty

                	
                  60

                
	
                  4.02

                	
                      Obligations
      Unconditional

                	
                  60

                
	
                  4.03

                	
                      Reinstatement

                	
                  61

                
	
                  4.04

                	
                      Certain
      Additional Waivers

                	
                  61

                
	
                  4.05

                	
                      Remedies

                	
                  61

                
	
                  4.06

                	
                      Rights of
      Contribution

                	
                  61

                
	
                  4.07

                	
                      Guarantee of
      Payment; Continuing Guarantee

                	
                  62

                
	
                  ARTICLE
      V  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

                	
                  62

                
	
                  5.01

                	
                      Conditions of
      Effectiveness

                	
                  62

                
	
                  5.02

                	
                      Conditions to
      all Credit Extensions

                	
                  64

                
	
                  ARTICLE
      VI  REPRESENTATIONS AND WARRANTIES

                	
                  65

                
	
                  6.01

                	
                      Financial
      Condition

                	
                  65

                
	
                  6.02

                	
                      No Material
      Adverse Change

                	
                  65

                
	
                  6.03

                	
                      Organization;
      Existence

                	
                  66

                
	
                  6.04

                	
                      Power;
      Authorization; EnforceableObligations

                	
                  66

                
	
                  6.05

                	
                      Conflict

                	
                  66

                


        


        
          
             


          

          
            
              i 


            

            
              

            

          

          
             


          

        



        
          	
                  6.06

                	
                      No Material
      Litigation

                	
                  66

                
	
                  6.07

                	
                      No
      Default

                	
                  66

                
	
                  6.08

                	
                      Taxes

                	
                  67

                
	
                  6.09

                	
                      ERISA

                	
                  67

                
	
                  6.10

                	
                      Governmental
      Regulations, Etc

                	
                  67

                
	
                  6.11

                	
                      Subsidiaries

                	
                  68

                
	
                  6.12

                	
                      Use of
      Proceeds

                	
                  68

                
	
                  6.13

                	
                      Compliance with
      Laws; Contractual Obligations

                	
                  68

                
	
                  6.14

                	
                      Accuracy and
      Completeness of Information

                	
                  68

                
	
                  6.15

                	
                      Environmental
      Matters

                	
                  68

                
	
                  6.16

                	
                      Solvency

                	
                  69

                
	
                  6.17

                	
                      Insurance

                	
                  69

                
	
                  6.18

                	
                      Foreign Assets
      Control Regulations, Etc

                	
                  70

                
	
                  6.19

                	
                      Compliance with
      OFAC Rules and Regulations

                	
                  70

                
	
                  6.20

                	
                      Security
      Documents

                	
                  70

                
	
                  ARTICLE
      VII  AFFIRMATIVE COVENANTS

                	
                  70

                
	
                  7.01

                	
                      Financial
      Statements

                	
                  70

                
	
                  7.02

                	
                      Certificates;
      Other Information

                	
                  71

                
	
                  7.03

                	
                      Notices

                	
                  73

                
	
                  7.04

                	
                      Maintenance of
      Existence; Compliance with Laws; Contractual
      Obligations

                	
                  74

                
	
                  7.05

                	
                      Maintenance of
      Property; Insurance

                	
                  74

                
	
                  7.06

                	
                      Inspection of
      Property; Books and Records; Discussions

                	
                  74

                
	
                  7.07

                	
                      Financial
      Covenants

                	
                  74

                
	
                  7.08

                	
                      Use of
      Proceeds

                	
                  75

                
	
                  7.09

                	
                      Additional
      Guarantors

                	
                  75

                
	
                  7.10

                	
                      Payment of
      Obligations

                	
                  76

                
	
                  7.11

                	
                      Environmental
      Laws

                	
                  76

                
	
                  7.12

                	
                      Pledged
      Assets

                	
                  76

                
	
                  7.13

                	
                      Further
      Assurances

                	
                  77

                
	
                  ARTICLE
      VIII  NEGATIVE COVENANTS

                	
                  77

                
	
                  8.01

                	
                      Indebtedness

                	
                  77

                
	
                  8.02

                	
                      Liens

                	
                  79

                
	
                  8.03

                	
                      Nature of
      Business

                	
                  79

                
	
                  8.04

                	
                      Consolidation,
      Merger, Sale or Purchase of Assets, Etc

                	
                  79

                
	
                  8.05

                	
                      Advances.
      Investments and Loans

                	
                  80

                
	
                  8.06

                	
                      Transactions
      with Affiliates

                	
                  80

                
	
                  8.07

                	
                      Fiscal Year;
      Organizational Documents; Senior Subordinated Notes

                	
                  80

                
	
                  8.08

                	
                      Limitation on
      Restricted Actions

                	
                  81

                
	
                  8.09

                	
                      Restricted
      Payments

                	
                  81

                
	
                  8.10

                	
                      Sale
      Leasebacks

                	
                  82

                
	
                  8.11

                	
                      No Further
      Negative Pledges

                	
                  82

                
	
                  8.12

                	
                      Capital
      Expenditures

                	
                  82

                
	
                  ARTICLE
      IX  EVENTS OF DEFAULT AND REMEDIES

                	
                  83

                
	
                  9.01

                	
                      Events of
      Default

                	
                  83

                
	
                  9.02

                	
                      Remedies upon
      Event of Default

                	
                  85

                
	
                  9.03

                	
                      Application of
      Funds

                	
                  85

                
	
                  ARTICLE
      X  ADMINISTRATIVE AGENT

                	
                  86

                
	
                  10.01

                	
                      Appointment and
      Authority

                	
                  86

                
	
                  10.02

                	
                      Rights as a
      Lender

                	
                  87

                
	
                  10.03

                	
                      Exculpatory
      Provisions

                	
                  87

                
	
                  10.04

                	
                      Reliance by
      Administrative Agent

                	
                  88

                


        


        
          
             


          

          
            ii

            
              

            

          

          
             


          

        



        
          	
                  10.05

                	
                      Delegation of
      Duties

                	
                  88

                
	
                  10.06

                	
                      Resignation of
      Administrative Agent

                	
                  88

                
	
                  10.07

                	
                      Non-Reliance on
      Administrative Agent and Other Lenders

                	
                  89

                
	
                  10.08

                	
                      No Other
      Duties; Etc

                	
                  90

                
	
                  10.09

                	
                      Administrative
      Agent May File Proofs of Claim

                	
                  90

                
	
                  10.10

                	
                      Collateral and
      Guaranty Matters

                	
                  90

                
	
                  ARTICLE
      XI  MISCELLANEOUS

                	
                  91

                
	
                  11.01

                	
                      Amendments,
      Etc

                	
                  91

                
	
                  11.02

                	
                      Notices;
      Effectiveness; Electronic Communications

                	
                  93

                
	
                  11.03

                	
                      No Waiver;
      Cumulative Remedies; Enforcement

                	
                  95

                
	
                  11.04

                	
                      Expenses;
      Indemnity; and Damage Waiver

                	
                  96

                
	
                  11.05

                	
                      Payments Set
      Aside

                	
                  97

                
	
                  11.06

                	
                      Successors and
      Assigns

                	
                  98

                
	
                  11.07

                	
                      Treatment of
      Certain Information; Confidentiality

                	
                  101

                
	
                  11.08

                	
                      Set-off

                	
                  102

                
	
                  11.09

                	
                      Interest Rate
      Limitation

                	
                  103

                
	
                  11.10

                	
                      Counterparts;
      Integration; Effectiveness

                	
                  103

                
	
                  11.11

                	
                      Survival of
      Representations and Warranties

                	
                  103

                
	
                  11.12

                	
                      Severability

                	
                  103

                
	
                  11.13

                	
                      Replacement of
      Lenders

                	
                  104

                
	
                  11.14

                	
                      Governing Law;
      Jurisdiction; Etc

                	
                  104

                
	
                  11.15

                	
                      Waiver of Right
      to Trial by Jury

                	
                  105

                
	
                  11.16

                	
                      No Advisory or
      Fiduciary Responsibility

                	
                  106

                
	
                  11.17

                	
                      Electronic
      Execution of Assignments and Certain Other
Documents

                	
                  106

                
	
                  11.18

                	
                      USA PATRIOT Act
      Notice

                	
                  106

                


        

      

       


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      


      SCHEDULES

      


      2.01                      Commitments
and Applicable Percentages

      2.03                      Existing
Letters of Credit

      6.11                      Subsidiaries

      6.17                      Insurance

      8.01                      Indebtedness
Existing on the Closing Date

      8.02                      Liens
Existing on the Closing Date

      8.05                      Investments
Existing on the Closing Date

      11.02                    Certain
Addresses for Notices

      


      EXHIBITS

      


      2.01(b)                 Form
of Lender Joinder Agreement

      2.02                      Form
of Loan Notice

      2.04                      Form
of Swingline Loan Notice

      2.11(a)-1              Form
of Revolving Note

      2.11(a)-2              Form
of Swingline Note

      2.11(a)-3              Form
of Term Note

      5.01(e)                 Form
of Secretary’s Certificate

      5.01(l)                  Form
of Solvency Certificate

      7.02(b)                 Form
of Compliance Certificate

      7.09                      Form
of Guarantor Joinder Agreement

      11.06(b)               Form
of Assignment and Assumption


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      


      CREDIT
AGREEMENT

      


      


      This
CREDIT AGREEMENT is entered into as of June 4, 2010 among DYCOM INDUSTRIES,
INC., a Florida corporation (the “Borrower”), the
Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA,
N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

      


      The
Borrower has requested that the Lenders provide $225,000,000 in senior credit
facilities (as such amount may be increased to up to $300,000,000 pursuant to
the terms and conditions hereof) for the purposes set
forth herein, and the Lenders are willing to do so on the terms and conditions
set forth herein.

      


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

      


      ARTICLE
I

      


      DEFINITIONS
AND ACCOUNTING TERMS

      


      1.01           Defined
Terms.

      


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

      


      “Acquisition”, by any
Person, means the acquisition by such Person, in a single transaction or in a
series of related transactions, of either (a) all or any substantial portion of
the property of, or a line of business or division of, another Person or (b) at
least a majority of the Voting Stock of another Person, in each case whether or
not involving a merger or consolidation with such other Person.

      


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

      


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

      


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

      


      “Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one (1) or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

      


      “Aggregate Revolving
Commitments” means the Revolving Commitments of all the
Lenders.  The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is $225,000,000.

      


      “Agent Parties” has
the meaning specified in Section
11.02(c).

      


      “Applicable
Percentage” means with respect to any Lender at any time, (a) with
respect to such Lender’s Revolving Commitment at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Revolving Commitments
represented by such Lender’s Revolving Commitment at such


      
        
           


        

        
          
            1

          

          
            

          

        

        
           


        

      


      time;
provided that
if the commitment of each Lender to make Revolving Loans and the obligation of
the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 9.02 or
if the Aggregate Revolving Commitments have expired, then the Applicable
Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent
assignments, and (b) with respect to each Lender providing a portion of any Term
Loan, the percentage (carried out to the ninth decimal place) the numerator of
which is, prior to funding of the applicable Term Loan, such Lender’s Term Loan
Commitment, and after funding of the applicable Term Loan, the principal amount
of such Lender’s portion of the Term Loan, and the denominator of which is,
prior to funding of the applicable Term Loan, the aggregate principal amount of
the applicable Term Loan Commitments, and after funding of the applicable Term
Loan, the Outstanding Amount of the applicable Term Loan.  The initial
Applicable Percentage of each Lender is set forth opposite the name of such
Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.  The Applicable Percentages
shall be subject to adjustment as provided in Section
2.15.

      


      “Applicable Rate”
means, with respect to the Commitment Fee, the Letter of Credit Fee and the
Revolving Loans, the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.02(b):

       

      

        


        
          	
                  Pricing
      Tier

                	
                  Consolidated

                  Leverage
      Ratio

                	
                   

                  Commitment
      Fee

                	
                   

                  Letter
      of Credit Fee for 

                  Commercial
      Letters of Credit

                	
                  Letter
      of Credit Fee for 

                  Standby
      Letters of Credit

                	
                   

                  Revolving
      Loans

                
	
                  Eurodollar
      Rate Loans

                	
                  Base
      Rate Loan

                
	
                   

                  1

                	
                  Greater
      than or equal to 2.25:1.0

                	
                  0.625%

                	
                  1.375%

                	
                  2.750%

                	
                  2.750%

                	
                  1.750%

                
	
                  2

                	
                  Less
      than 2.25:1.0 but greater than or equal to 1.50:1.0

                	
                  0.500%

                	
                  1.250%

                	
                  2.500%

                	
                  2.500%

                	
                  1.500%

                
	
                  3

                	
                  Less
      than 1.50:1.0 but greater than or equal to 0.75:1.0

                	
                  0.500%

                	
                  1.125%

                	
                  2.250%

                	
                  2.250%

                	
                  1.250%

                
	
                  4

                	
                  Less
      than 0.75:1.0

                	
                  0.500%

                	
                  1.000%

                	
                  2.000%

                	
                  2.000%

                	
                  1.000%

                


        



      Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(b);
provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, then, upon the request of the Required Lenders, Pricing Tier 1 shall
apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered (and if the Required Lenders do
not make such request the then applicable Pricing Tier in effect shall be
maintained) and shall remain in effect until the date on which such Compliance
Certificate is delivered in accordance with Section 7.02(b),
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Consolidated 

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Leverage
Ratio contained in such Compliance Certificate.  The Applicable Rate
in effect from the ClosingDate through the first Business Day immediately
following the date a Compliance Certificate is required to be delivered pursuant
to Section 7.02(b)
for the fiscal quarter ending July 31, 2010 shall be determined based upon
Pricing Tier 2.

      


      The
Applicable Rate with respect to any Term Loan established after the Closing Date
in accordance with the terms of Section 2.01(b) shall
be percentages per annum specified in the loan documentation whereby such Term
Loan is established.

      


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

      


      “Assignee Group” means
two (2) or more Eligible Assignees that are Affiliates of one another or two (2)
or more Approved Funds managed by the same investment advisor.

      


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

      


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

      


      “Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal year ended July 25, 2009, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows of the Borrower and its Subsidiaries for such fiscal year, including the
notes thereto.

      


      “Availability Period”
means, with respect to the Revolving Commitments, the period from and including
the Closing Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c)
the date of termination of the commitment of each Lender to make Loans and of
the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section
9.02.

      


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

      


      “Bank of America Fee
Letter” has the meaning specified in the defined term “Fee
Letters”.

      


      “Bankruptcy Code”
means the Bankruptcy Code in Title 11 of the United States Code, as amended,
modified, succeeded or replaced from time to time.

      


      “Base Rate” means for
any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus
one half of one percent (0.50%), (b) the rate of interest in effect for such day
as publicly


      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      announced
from time to time by Bank of America as its “prime rate” and (c) the Eurodollar
Rate plus one percent (1.00%).  The
“prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced
rate.  Any change in such “prime rate” announced by Bank of America
shall take effect at the opening of business on the day specified in the public
announcement of such change.

      


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

      


      “Borrower” has the
meaning specified in the introductory paragraph hereto.

      


      “Borrower Materials”
has the meaning specified in Section
11.02(c).

      


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

      


      “Business” has the
meaning specified in Section
6.15(b).

      


      “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
the Administrative Agent’s Office is located and, if such day relates to any
Eurodollar Rate Loan or any Base Rate Loan bearing interest at a rate based on
the Eurodollar Rate, means any such day that is also a London Banking
Day.

      


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

      


      “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the Administrative Agent, the L/C Issuer or the Swingline Lender (as
applicable) and the Lenders, as collateral for L/C Obligations, Obligations in
respect of Swingline Loans, or obligations of Lenders to fund participations in
respect of either thereof (as the context may require), cash or deposit account
balances or, if the L/C Issuer or the Swingline Lender benefitting from such
collateral shall agree in its sole discretion, other credit support, in each
case pursuant to documentation in form and substance satisfactory to (a) the
Administrative Agent and (b) the L/C Issuer or the Swingline Lender (as
applicable). “Cash
Collateral” shall have a meaning correlative to the foregoing and shall
include the proceeds of such cash collateral and other credit
support.

      


      “Cash Equivalents”
means: (a) Dollars; (b) securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality of the
United States government (provided that the full faith and credit of the United
States is pledged in support of those securities) having maturities, unless such
securities are deposited to defease any indebtedness, of not more than one (1)
year from the date of acquisition or other securities issued by government
agencies, including government sponsored enterprises, having maturities of not
more than one (1) year from the date of acquisition; (c) time deposits maturing
no more than thirty (30) days from the date of creation, certificates of deposit
and eurodollar time deposits with maturities of one (1) year or less from the
date of acquisition, bankers’ acceptances with maturities not exceeding one (1)
year and overnight bank deposits, in each case, with any Lender party to this
Credit Agreement or with any domestic commercial bank having capital and surplus
in excess of $250,000,000; (d) repurchase obligations with a term of not more
than thirty (30) days for underlying securities of the types described in clauses (b) and (c) above entered
into 

        
          
             


          

          
            4

            
              

            

          

          
             


          

        



      with any
financial institution meeting the qualifications specified in clause (c) above; (e)
any money market deposit account issued or offered by any Lender party to this
Credit Agreement or with any U.S. commercial bank having capital and surplus in
excess of $250,000,000; (f) commercial paper having one of the two highest
ratings obtainable from Moody’s or S&P and in each case maturing within one
(1) year after the date of acquisition; (g) securities issued and fully
guaranteed by any state, commonwealth or territory of the United States of
America or by any political subdivision or taxing authority thereof, rated at
least “A” (or any comparable rating) by Moody’s or S&P and having maturities
of not more than one (1) year from the date of acquisition; (h) money market
funds that invest primarily in Cash Equivalents of the kinds described in clauses (a) through
(g) of this
definition; and (i) in the case of Subsidiaries of the Borrower that are not
Domestic Subsidiaries, substantially similar instruments to those set forth in
clauses (a)
through (h)
above.

      


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

      


      “Change of Control”
means (a) any Person or two (2) or more Persons acting in concert shall
have acquired “beneficial ownership,” directly or indirectly, of, or shall have
acquired by contract or otherwise, or control over, Voting Stock of the Borrower
(or other securities convertible into such Voting Stock) representing
thirty-five percent (35%) or more of the combined voting power of all Voting
Stock of the Borrower, or (b) Continuing Directors shall cease for any
reason to constitute a majority of the members of the board of directors of the
Borrower then in office.  As used herein, “beneficial ownership” shall
have the meaning provided in Rule 13d-3 of the SEC under the Securities Act of
1934.

      


      “Closing Date” means
the date hereof.

      


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

      


      “Collateral Release
Date” means the date upon which the Borrower’s corporate family rating
from Moody’s and the corporate rating from S&P are at least Baa3 and BBB-,
respectively (in each case with a stable or better outlook) and the Borrower
shall have delivered to the Administrative Agent evidence of such
ratings.

      


      “Commitment” means, as
to each Lender, the Revolving Commitment of such Lender and/or each Term Loan
Commitment, if any, of such Lender.

      


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

      


      “Consolidated Capital
Expenditures” means, for any period, for the Borrower and its Restricted
Subsidiaries on a consolidated basis in accordance with GAAP, all capital
expenditures but excluding expenditures to the extent made with the proceeds of
any Involuntary Disposition used to purchase property that is useful in the
business of the Borrower and its Subsidiaries.

      


      “Consolidated Capital
Proceeds” means, for the applicable period, the proceeds from the sale of
property, plant or equipment and other fixed assets of the Borrower and its
Restricted Subsidiaries on a consolidated basis as determined in accordance with
GAAP.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Consolidated EBITDA”
means, for the applicable period, the sum of (a) Consolidated Net Income
for such period, plus (b) an
amount which, in the determination of Consolidated Net Income for such period,
has been deducted for (i) the Consolidated Interest Expense for such period
deducted in determining Consolidated Net Income, (ii) the income tax
expense for such period deducted in determining Consolidated Net Income,
(iii) the aggregate amount of the depreciation expense and amortization
expense for such period to the extent deducted in determining Consolidated Net
Income, (iv) any extraordinary items of loss (or minus any
extraordinary items of gain) for such period recorded in determining
Consolidated Net Income, (v) any non-cash impairment charges for such
period recorded in determining Consolidated Net Income, (vi) any non-cash
losses (or minus any non-cash
gains) for such period recorded in determining Consolidated Net Income, (vii)
any stock based compensation expense for such period recorded in determining
Consolidated Net Income, (viii) any Acquisition costs related to Permitted
Acquisitions for such period deducted in determining Consolidated Net Income in
an aggregate amount during such period not to exceed the greater of (A)
$5,000,000 and (B) five percent (5%) of Consolidated EBITDA for such period,
(ix) any restructuring charges related to Permitted Acquisitions for such period
deducted in determining Consolidated Net Income in an aggregate amount during
such period not to exceed the greater of (A) $5,000,000 and (B) five percent
(5%) of Consolidated EBITDA for such period and (x) charges incurred related to
the extinguishment of debt, including, but not limited to, the write-off of
deferred financings fees, to the extent deducted in determining Consolidated Net
Income, in each case determined for the Borrower and its Restricted Subsidiaries
on a consolidated basis in accordance with GAAP and subject to Section
1.03.  Unless expressly indicated otherwise, the applicable
period shall be for the four (4) consecutive fiscal quarters ending as of the
date of computation.

      


      “Consolidated Fixed Charge
Coverage Ratio” means, for the four (4) consecutive fiscal quarters
ending prior to such date of computation, the ratio of (a) the difference
of (i) Consolidated EBITDA minus (ii)
eighty-five percent (85%) of Consolidated Capital Expenditures plus (iii)
Consolidated Capital Proceeds to (b) Consolidated Fixed
Charges.

      


      “Consolidated Fixed
Charges” means, for any period, for the Borrower and its Restricted Subsidiaries on a
consolidated basis, an amount equal to the sum of (a) Consolidated Interest
Expense paid or payable in cash (excluding amortization of debt discount and
premium, debt issuance costs paid in a previous period and interest expense
incurred on tax liabilities) plus
(b) Consolidated Scheduled Funded Debt Payments plus (c) cash income
taxes paid.

      


      “Consolidated Funded
Debt” means Funded Debt of the Borrower and its Restricted Subsidiaries
on a consolidated basis.

      


      “Consolidated Interest
Expense” means, for the applicable period, all interest expense in
accordance with GAAP (including amortization of debt discount, premium and the
interest component under Capital Leases) of the Borrower and its Restricted
Subsidiaries for such period.  Unless expressly indicated otherwise,
the applicable period shall be for the four (4) consecutive fiscal quarters
ending most recently prior to the date of computation.

      


      “Consolidated Interest
Coverage Ratio” means, for the applicable period, the ratio of
(a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense paid or payable in cash (excluding amortization of debt discount and
premium, debt issuance costs paid in a previous period and interest expense
incurred on tax liabilities) during such period.  Unless expressly
indicated otherwise, the applicable period shall be for the four (4) consecutive
quarters ending on the date of computation.

      


      “Consolidated Leverage
Ratio” means the ratio of (a) Consolidated Funded Debt on the date
of computation to (b) Consolidated EBITDA for the applicable period ending
on the date of computation.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Unless
expressly indicated otherwise, the applicable period shall be for the four (4)
consecutive fiscal quarters ending most recently prior to the date of
computation.

      


      “Consolidated Net
Income” means, for the applicable period, net income of the Borrower and
its Restricted Subsidiaries on a consolidated basis.  Unless expressly
indicated otherwise, the applicable period shall be for the four (4) consecutive
fiscal quarters ending most recently prior to the date of
computation.

      


      “Consolidated Scheduled
Funded Debt Payments” means for any period for the Borrower and its
Restricted Subsidiaries on a consolidated basis, the sum of all scheduled
payments of principal on Consolidated Funded Debt during such
period.  For purposes of this definition, “scheduled payments of
principal” (a) shall be determined without giving effect to any reduction
of such scheduled payments resulting from the application of any voluntary or
mandatory prepayments or redemptions or purchase of similar payments made during
the applicable period, except for any such reduction with respect to the Senior
Subordinated Notes, (b) shall be deemed to include the Attributable
Indebtedness and (c) shall not include any voluntary prepayments or mandatory
prepayments required pursuant to Section
2.05.

      


      “Consolidated Total
Assets” means, on the date of computation, (a) the amount of the
Borrower’s consolidated total assets minus (b) the amount
of the Borrower’s consolidated intangible assets, including, without limitation,
goodwill, deferred financing charges and intellectual property, in each case
determined for the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP.

      


      “Continuing Directors”
means, during any period of up to twenty-four (24) consecutive months commencing
after the Closing Date, individuals who at the beginning of such twenty-four
(24) month period were directors of the Borrower (together with any new director
whose election by the Borrower’s board of directors or whose nomination for
election by the Borrower’s shareholders was approved by a vote of at least a
majority of the directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election was
previously so approved).

      


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

      


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

      


      “Credit Documents”
means this Credit Agreement, each Note, each Issuer Document, each Guarantor
Joinder Agreement, each Lender Joinder Agreement, the Security Documents and the
Fee Letters.

      


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

      


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

      


      “Debt Issuance” means
the issuance by any Credit Party or any Restricted Subsidiary of any
Indebtedness other than Indebtedness permitted under Section
8.01.

      


      “Debtor Relief Laws”
means the Bankruptcy Code, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency,


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      reorganization,
or similar debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.

      


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

      


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

      


      “Defaulting Lender”
means, subject to Section 2.15, any
Lender that, as determined by the Administrative Agent, (a) has failed to
perform any of its funding obligations hereunder, including in respect of its
Loans or participations in respect of Letters of Credit or Swingline Loans,
within three (3) Business Days of the date required to be funded by it
hereunder, (b) has notified the Borrower or the Administrative Agent that it
does not intend to comply with its funding obligations or has made a public
statement to that effect with respect to its funding obligations hereunder or
under other agreements in which it commits to extend credit, (c) has failed,
within three (3) Business Days after request by the Administrative Agent, to
confirm in a manner satisfactory to the Administrative Agent that it will comply
with its funding obligations, or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief
Law, (ii) had a receiver (including, without limitation, the Federal Deposit
Insurance Corporation), conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or
liquidation of its business or a custodian appointed for it, or (iii) taken any
action in furtherance of, or indicated its consent to, approval of or
acquiescence in any such proceeding or appointment; provided that a
Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a Governmental Authority.

      


      “Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any Sale and
Leaseback Transaction) of any property by any Credit Party or any Restricted
Subsidiary, including any Sale and Leaseback Transaction and any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith, but
excluding any Involuntary Disposition.

      


      “Disqualified Stock”
means any Equity Interest that, by its terms (or by the terms of any security
into which it is convertible, or for which it is exchangeable, in each case at
the option of the holder of the Equity Interest), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the Equity
Interest, in whole or in part, on or prior to the date that is ninety-one (91)
days after the Maturity Date. Notwithstanding the preceding sentence, any Equity
Interest that would constitute Disqualified Stock solely because the holders of
the Equity Interest have the right to require the Borrower to repurchase such
Equity Interest upon the occurrence of a change of control or an asset sale will
not constitute Equity Interest if the terms of such Equity Interest provide that
the Borrower may not repurchase or redeem any such Equity Interest pursuant to
such provisions unless such repurchase or redemption complies with the
provisions of Section
8.09. The amount of Disqualified Stock deemed to be outstanding at any
time for purposes of this Credit Agreement will be the maximum amount that the
Borrower and its Restricted Subsidiaries may become obligated to pay upon the
maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock, exclusive of accrued dividends.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      


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

      


      “Domestic Subsidiary”
means any Subsidiary that is organized and existing under the laws of the United
States or any state or commonwealth thereof or under the laws of the District of
Columbia and that is not a controlled foreign corporation under Section 957 of
the Internal Revenue Code.

      


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

      


      “Environmental Laws”
means any and all applicable foreign, Federal, state, local or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, legally
enforceable requirements of any Governmental Authority or other Requirement of
Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time be in effect during the term of this Credit
Agreement.

      


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

      


      “Equity Interests”
means (a) in the case of a corporation, capital stock, (b) in the case
of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, (c) in the case of a partnership, partnership interests (whether
general, preferred or limited), (d) in the case of a limited liability
company, membership interests and (e) any other interest or participation
that confers or could confer on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person,
including, without limitation, options, warrants and any other “equity security”
as defined in Rule 3a11-1 of the Securities Exchange Act of 1934, as
amended.

      


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

      


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

      


      “Eurodollar Base Rate”
means:

      


      (a)           for
any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum
equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or such other commercially available source providing
quotations of BBA LIBOR as may be designated by the Administrative Agent from
time to time) at approximately 11:00 a.m., London time, two (2) London Banking
Days prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period or (ii) if such published rate is not available at such
time for any reason, the


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      rate per
annum determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Rate Loan being made, continued or
converted and with a term equivalent to such Interest Period would be offered by
Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at approximately 11:00 a.m. (London time) two
(2) London Banking Days prior to the commencement of such Interest Period;
and

      


      (b)           for
any interest calculation with respect to a Base Rate Loan on any date, the rate
per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time
determined two (2) London Banking Days prior to such date for Dollar deposits
being delivered in the London interbank market for a term of one (1) month
commencing that day or (ii) if such published rate is not available at such time
for any reason, the rate per annum determined by the Administrative Agent to be
the rate at which deposits in Dollars for delivery on the date of determination
in same day funds in the approximate amount of the Base Rate Loan being made or
maintained and with a term equal to one (1) month would be offered by Bank of
America’s London Branch to major banks in the London interbank Eurodollar market
at their request at the date and time of determination.

      


      “Eurodollar Rate”
means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a
rate per annum determined by the Administrative Agent to be equal to the
quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar
Rate Loan for such Interest Period by (ii) one (1) minus the Eurodollar
Reserve Percentage for such Eurodollar Rate Loan for such Interest Period and
(b) for any day with respect to any Base Rate Loan the interest rate on which is
determined by reference to the Eurodollar Rate, a rate per annum determined by
the Administrative Agent to be equal to the quotient obtained by dividing (i)
the Eurodollar Base Rate for such Base Rate Loan for such day by (ii) one (1)
minus the
Eurodollar Reserve Percentage for such Base Rate Loan for such day.

      


      “Eurodollar Rate Loan”
means a Loan that bears interest at a rate based on clause (a) of the
definition of “Eurodollar Rate.”

      


      “Eurodollar Reserve
Percentage” means, for any day, the reserve percentage (expressed as a
decimal, carried out to five (5) decimal places) in effect on such day, whether
or not applicable to any Lender, under regulations issued from time to time by
the FRB for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as “Eurocurrency
liabilities”).  The Eurodollar Rate for each outstanding Eurodollar
Rate Loan and for each outstanding Base Rate Loan the interest rate on which is
determined by reference to the Eurodollar Rate shall be adjusted automatically
as of the effective date of any change in the Eurodollar Reserve
Percentage.

      


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

      


      “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the Laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located
(c) any backup withholding tax that is required by the Internal Revenue Code to
be withheld from amounts payable to a Lender that has failed to comply with
clause (A) of
Section
3.01(e)(ii) and (d) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 11.13), any
United States


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      withholding
tax that (i) is required to be imposed on amounts payable to such Foreign Lender
pursuant to the Laws in force at the time such Foreign Lender becomes a party
hereto (or designates a new Lending Office) or (ii) is attributable to such
Foreign Lender’s failure or inability (other than as a result of a Change in
Law) to comply with clause (B) of Section 3.01(e)(ii),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 3.01(a)(ii)
or (c) and (e)
any tax imposed or otherwise assessed pursuant to Sections 1471(a) or 1472(a) of
the Internal Revenue Code.

      


      “Existing Credit
Agreement” means that certain Credit Agreement, dated as of September 12,
2008, among the Borrower, the guarantors party thereto, the lenders party
thereto and Wachovia Bank, National Association, as administrative agent, as
amended, supplemented or modified.

      


      “Existing Letters of
Credit” means those standby letters of credit outstanding on the Closing
Date and identified on Schedule
2.03.

      


      “FASB ASC” means the
Accounting Standards Codification of the Financial Accounting Standards
Board.

      


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

      


      “Fee Letters” means
(a) the letter agreement, dated as of May 4, 2010, among the Borrower, the
Administrative Agent and the Joint Lead Arrangers, (b) the amended and restated
letter agreement, dated as of June 3, 2010, among the Borrower, Bank of America
and Banc of America Securities LLC (the “Bank of America Fee
Letter”), and (c) the letter agreement, date as of May 4, 2010, among the
Borrower, Wells Fargo Bank, National Association, and Wells Fargo Securities, in
each case as amended and modified.

      


      “Foreign Lender” means
any Lender that is organized under the Laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes (including such a Lender when
acting in the capacity of the L/C Issuer).  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

      


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

      


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

      


      “Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the L/C
Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C
Obligations other than L/C Obligations as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof, and (b) with respect to the
Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline
Loans other than Swingline Loans as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


      “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 of its activities.

      


      “Funded Debt” means,
with respect to any Person, without duplication, (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, or upon which
interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person incurred, issued or assumed
as the deferred purchase price of property or services purchased by such Person
(other than trade debt incurred in the ordinary course of business and due
within six (6) months of the incurrence thereof) which would appear as
liabilities on a balance sheet of such Person, (e) the principal portion of
all obligations of such Person under Capital Leases, (f) all net
obligations of such Person under Swap Contracts, excluding any portion thereof
which would be accounted for as interest expense under GAAP, (g) the
maximum amount of all letters of credit issued or bankers’ acceptances
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (h) all preferred
Equity Interests issued by such Person and which by the terms thereof could be
(at the request of the holders thereof or otherwise) subject to mandatory
sinking fund payments prior to the date six (6) months after the Maturity Date,
redemption prior to the date six (6) months after the Maturity Date or other
acceleration, (i) the Attributable Indebtedness of any Sale and Leaseback
Transaction, Securitization Transaction and Synthetic Lease and, without
duplication, the principal balance outstanding under any tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product,
(j) all Indebtedness of others of the type described in clauses (a) through
(i) hereof
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, provided that so long
as such Indebtedness is non-recourse to such Person, only the portion of such
obligations which is secured shall constitute Indebtedness hereunder,
(k) all Guaranty Obligations of such Person with respect to Indebtedness of
another Person of the type described in clauses (a) through
(i) hereof, and
(l) all Indebtedness of the type described in clauses (a) through
(i) hereof of
any partnership or unincorporated joint venture in which such Person is a
general partner or a joint venturer; provided, however, that Funded
Debt shall not include Indebtedness among the Credit Parties and the Restricted
Subsidiaries to the extent such Indebtedness would be eliminated on a
consolidated basis.

      


      “GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board, consistently applied and as in effect from
time to time and subject to the terms of Section
1.03.

      


      “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of government.

      


      “Guarantor Joinder
Agreement” means a Guarantor Joinder Agreement in substantially the form
of Exhibit
7.09, executed and delivered by each Person required to become a
Guarantor in accordance with the provisions of Section
7.09.

      


      “Guarantors” means
(a) any of the Domestic Subsidiaries identified as a “Guarantor” on the
signature pages hereto and (b) any Person which executes a Guarantor
Joinder Agreement in accordance


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      with the
terms of this Credit Agreement, together with their successors and permitted
assigns, in each case until the Guaranty of such Person is released in
accordance with the terms of this Credit Agreement.

      


      “Guaranty” means the
guaranty of the Guarantors set forth in Article
IV.

      


      “Guaranty Obligations”
means, with respect to any Person, without duplication, any obligations of such
Person (other than endorsements in the ordinary course of business of negotiable
instruments for deposit or collection) guaranteeing or intended to guarantee any
Indebtedness of any other Person in any manner, whether direct or indirect, and
including without limitation any obligation, whether or not contingent,
(a) to purchase any such Indebtedness or any property constituting security
therefor, (b) to advance or provide funds or other support for the payment
or purchase of any such Indebtedness or to maintain working capital, solvency or
other balance sheet condition of such other Person (including without limitation
keep well agreements, maintenance agreements, comfort letters or similar
agreements or arrangements) for the benefit of any holder of Indebtedness of
such other Person, (c) to lease or purchase property, securities or
services primarily for the purpose of assuring the holder of such Indebtedness,
or (d) to otherwise assure or hold harmless the holder of such Indebtedness
against loss in respect thereof.  The amount of any Guaranty
Obligation hereunder shall (subject to any limitations set forth therein) be
deemed to be an amount equal to the outstanding principal amount (or maximum
principal amount, if larger) of the Indebtedness in respect of which such
Guaranty Obligation is made.

      


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

      


      “Immaterial Domestic
Subsidiary” means any Domestic Subsidiary of the Borrower that is not a
Material Domestic Subsidiary.

      


      “Immaterial Foreign
Subsidiary” means any Foreign Subsidiary of the Borrower that is not a
Material Foreign Subsidiary.

      


      “Immaterial Guarantor”
means a Guarantor designated as an “Immaterial Guarantor” on Schedule 6.11, as
such schedule may be amended from time to time, and that is not required to be a
Guarantor pursuant to Section
7.09(b).

      


      “Incremental Credit
Facilities” has the meaning provided in Section
2.01(b).

      


      “Indebtedness” means,
with respect to any Person, without duplication, (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, or upon which
interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
(6) months of the incurrence thereof) which would appear as liabilities on a
balance sheet of such Person, (e) all obligations of such Person under
take-or-pay or similar arrangements or under commodities agreements,
(f) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, property owned
or acquired by such Person, whether or not the obligations secured thereby have
been assumed, provided that so long
as such Indebtedness is non-recourse to such Person, only the portion of such
obligations which is secured shall constitute Indebtedness hereunder,
(g) all Guaranty Obligations of such Person with respect to Indebtedness of
another Person, (h) the principal portion of all obligations of such Person
under Capital Leases, (i) all net obligations of such Person under Swap
Contracts, (j) the maximum amount of all letters


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      of credit
issued or bankers’ acceptances facilities created for the account of such Person
and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (k) all preferred Equity Interests issued by such Person and
which by the terms thereof could be (at the request of the holders thereof or
otherwise) subject to mandatory sinking fund payments prior to the date six (6)
months after the Maturity Date, redemption prior to the date six (6) months
after the Maturity Date or other acceleration, (l) the principal balance
outstanding under any Synthetic Lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product, and
(m) the Indebtedness of any partnership or unincorporated joint venture in
which such Person is a general partner or a joint venturer.  The
amount of any net obligation under any Swap Contract on any date shall be deemed
to be the Swap Termination Value thereof as of such date.  The amount
of any Capital Lease or Synthetic Lease obligation as of any date shall be
deemed to be the amount of Attributable Indebtedness in respect thereof as of
such date.

      


      “Indemnified Taxes”
means Taxes other than Excluded Taxes and Other Taxes.

      


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

      


      “Information” has the
meaning specified in Section
11.07.

      


      “Insolvency” means,
with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of such term as used in Section 4245 of
ERISA.

      


      “Interest Payment
Date” means, (a) as to any Base Rate Loan (including Swingline
Loans), the last Business Day of each March, June, September and December, the
Maturity Date and the date of the final principal amortization payment on any
Term Loan and, in the case of any Swingline Loan, any other dates as may be
mutually agreed upon by the Borrower and the Swingline Lender, and (b) as
to any Eurodollar Rate Loan, the last Business Day of each Interest Period for
such Loan, the date of repayment of principal of such Loan, the Maturity Date
and the date of the final principal amortization payment on any Term Loan, and
in addition, where the applicable Interest Period exceeds three (3) months, the
date every three (3) months after the beginning of such Interest
Period.  If an Interest Payment Date falls on a date that is not a
Business Day, such Interest Payment Date shall be deemed to be the immediately
succeeding Business Day.

      


      “Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months
thereafter, as selected by the Borrower in its Loan Notice; provided
that:

      


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

      


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

      


      (c)           no
Interest Period shall extend beyond the Maturity Date; and

      


      (n)           no
Interest Period with respect to any Term Loan shall extend beyond any principal
amortization payment date, except to the extent that the portion of
such


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Loan
comprised of Eurodollar Rate Loans that is expiring prior to the applicable
principal amortization payment date plus the portion
comprised of Base Rate Loans equals or exceeds the principal amortization
payment then due.

      


      “Internal Revenue
Code” means the Internal Revenue Code of 1986.

      


      “Investment” means all
investments, in cash or by delivery of property made, directly or indirectly in,
to or from any Person, whether by acquisition of shares of Equity Interests,
property, assets, indebtedness or other obligations or securities or by loan
advance, capital contribution or otherwise.

      


      “Involuntary
Disposition” means any loss of, damage to or destruction of, or any
condemnation or other taking for public use of, any property of any Credit Party
or any Restricted Subsidiary.

      


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

      


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

      


      “Joint Lead Arrangers”
means Banc of America Securities LLC and Wells Fargo Securities, in their
capacities as joint lead arrangers and joint book managers.

      


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

      


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

      


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

      


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

      


      “L/C Issuer” means (a)
with respect to the Existing Letters of Credit, the issuer of those letters of
credit as identified on Schedule 2.03 and (b)
Bank of America in its capacity as issuer of Letters of Credit hereunder and/ or
any Lender appointed by the Borrower (with the consent of the Administrative
Agent, which consent shall not be unreasonably withheld or delayed) as an
additional L/C Issuer pursuant to Section 2.03(l) or a
replacement for any L/C Issuer who is at the time of such appointment a
Defaulting Lender, in each case in its
capacity as an issuer of Letters of Credit pursuant to Section 2.03 and
together with its successors and assigns.

      


      “L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      all L/C
Borrowings.  For purposes of computing the amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section
1.06.  For all purposes of this Credit Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any amount
may still be drawn thereunder by reason of the operation of Rule 3.14 of the
ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.

      


      “Lender Joinder
Agreement” means a joinder agreement, substantially in the form of Exhibit 2.01(b),
executed and delivered in accordance with the provisions of Section
2.01(b).

      


      “Lenders” means each
of the Persons identified as a “Lender” on the signature pages hereto, each
other Person that becomes a “Lender” in accordance with this Credit Agreement
and their successors and assigns and, as the context requires, includes the
Swingline Lender.

      


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

      


      “Letter of Credit”
means any letter of credit issued hereunder and shall include the Existing
Letters of Credit.  A Letter of Credit may be a commercial letter of
credit or a standby letter of credit.

      


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

      


      “Letter of Credit Expiration
Date” means the day that is seven (7) days prior to the Maturity Date
then in effect (or, if such day is not a Business Day, the next preceding
Business Day).

      


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

      


      “Letter of Credit
Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b)
the Aggregate Revolving Commitments.  The Letter of Credit Sublimit is
part of, and not in addition to, the Aggregate Revolving
Commitments.

      


      “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, security
interest, encumbrance, lien (statutory or otherwise), preference, priority or
charge of any kind (including any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the Uniform
Commercial Code as adopted and in effect in the relevant jurisdiction or other
similar recording or notice statute, and any lease in the nature
thereof).

      


      “Loan” means an
extension of credit by a Lender to the Borrower under Article II in the
form of a Revolving Loan, Swingline Loan or any Term Loan (if
applicable).

      


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

      


      “London Banking Day”
means any day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market.

      


      “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
condition (financial or otherwise) or liabilities (financial or otherwise) of
the Credit Parties and the Restricted


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Subsidiaries,
taken as a whole, (b) the ability of the Credit Parties, taken as a whole,
to perform their obligations, when such obligations are required to be
performed, under this Credit Agreement, any of the Notes or any other Credit
Document or (c) the validity or enforceability of this Credit Agreement,
any of the Notes or any of the other Credit Documents or the material rights or
remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

      


      “Material Domestic
Subsidiary” means any Domestic Subsidiary of the Borrower that is a
Restricted Subsidiary that either:  (a) owns assets included in
Consolidated Total Assets having a book value equal to or greater than five
percent (5%) of Consolidated Total Assets as of the most recent fiscal quarter
ended or (b) that accounted for Consolidated EBITDA for the most recently
ended period of four (4) consecutive fiscal quarters equal to or greater than
five percent (5%) of Consolidated EBITDA for the same four (4) fiscal quarter
period.

      


      “Material Foreign
Subsidiary” means any Foreign Subsidiary of the Borrower that is a
Restricted Subsidiary that either:  (a) owns assets included in
Consolidated Total Assets having a book value equal to or greater than five
percent (5%) of Consolidated Total Assets as of the most recent fiscal quarter
ended or (b) that accounted for Consolidated EBITDA for the most recently
ended period of four (4) consecutive fiscal quarters equal to or greater than
five percent (5%) of Consolidated EBITDA for the same four (4) fiscal quarter
period.

      


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

      


      “Maturity Date” means
as to the Revolving Loans, Swingline Loans and Letters of Credit (and the
related L/C Obligations), June 4, 2015 provided, however, that, in
each case, if such date is not a Business Day, the Maturity Date shall be the
next preceding Business Day.

      


      “Maximum Rate” has the
meaning specified in Section
11.09.

      


      “Moody’s” means
Moody’s Investors Service, Inc., or any successor or assignee of the business of
such company in the business of rating securities.

      


      “Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five (5) plan years, has made or
been obligated to make contributions.

      


      “Multiple Employer
Plan” means a Plan which has two (2) or more contributing sponsors
(including the Borrower or any ERISA Affiliate) at least two (2) of whom are not
under common control, as such a plan is described in Section 4064 of
ERISA.

      


      “Net Cash Proceeds”
means the aggregate cash or Cash Equivalents proceeds received by any Credit
Party or any Restricted Subsidiary in respect of any Disposition, Debt Issuance
or Involuntary Disposition, net of (a) direct costs incurred in connection
therewith (including, without limitation, legal, accounting and investment
banking fees, and sales commissions), (b) taxes paid or payable as a result
thereof and (c) in the case of any Disposition or any Involuntary Disposition,
the amount necessary to retire any Indebtedness secured by a Permitted Lien
(ranking senior to any Lien of the Administrative Agent) on the related
property; it being understood that “Net Cash Proceeds” shall include, without
limitation, any cash or Cash Equivalents


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      received
upon the sale or other disposition of any non-cash consideration received by any
Credit Party or any Restricted Subsidiary in any Disposition, Debt Issuance or
Involuntary Disposition.

      


      “Non-Consenting
Lender” has the meaning specified in Section
11.13.

      


      “Notes” means the
Revolving Notes, the Swingline Note and the Term Notes, individually or
collectively, as appropriate.

      


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

      


      “OFAC” means the U.S.
Department of the Treasury’s Office of Foreign Assets Control.

      


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

      


      “Outstanding Amount”
means (a) with respect to any Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of any Loans occurring on such date; and (b) with respect to any
L/C Obligations on any date, the amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed
Amounts.

      


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

      


      “Patriot Act” has the
meaning specified in Section
11.18.

      


      “PBGC” means the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA.

      


      “Pension Plan” means
any employee pension benefit plan (including a Multiple Employer Plan or a
Multiemployer Plan) that is maintained or is contributed to by the Borrower and
any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to
the minimum funding standards under Section 412 of the Internal Revenue
Code.

      


      “Permitted
Acquisition” means any acquisition or any series of related acquisitions
by a Credit Party of the assets or a majority of the Voting Stock of a Person
that is incorporated, formed or organized under the laws of the United States
(including any state, commonwealth or territory thereof and the District of
Columbia), Canada or any country in Europe or any division, line of business or
other business unit of a Person that is incorporated, formed or organized under
the laws of the United States (including any state, commonwealth or territory
thereof and the District of Columbia), Canada or any country in Europe (such Person or such
division, line of business or other business unit of such Person referred
to


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      herein as
the “Target”),
in each case that is a type of business (or assets used in a type of business)
permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant
to Section 8.03
hereof, so long as (a) no Default or Event of Default shall then exist or
would exist after giving effect thereto, (b) the Credit Parties shall
demonstrate to the reasonable satisfaction of the Administrative Agent and the
Required Lenders that (i) the Credit Parties will be in compliance on a Pro
Forma Basis with all of the terms and provisions of the financial covenants set
forth in Section
7.07 as of the end of the most recently ended fiscal quarter and
(ii) the Consolidated Leverage Ratio shall be
less than or equal to 2.75 to 1.0 after giving effect to such acquisition,
(c) such acquisition is not a “hostile” acquisition and has been approved
by the Board of Directors and/or shareholders of the applicable Credit Party and
the Target, (d) the Credit Parties shall have complied to the reasonable
satisfaction of the Administrative Agent with the documentation requirements in
Section
7.02(d), (e) the Credit Parties shall have on a Pro Forma Basis after
giving effect to such Acquisition, unrestricted cash or unrestricted Cash
Equivalents and/or
availability under the Aggregate Revolving Commitments (which the Borrower could
borrow without causing an Event of Default) in an aggregate amount of at least
$40,000,000 and (f) Total Consideration paid for all Acquisitions of Persons
incorporated, formed or organized in any jurisdiction other than any state of
the United States or the District of Columbia shall not exceed $100,000,000
during the period from the Closing Date through the Maturity Date.

      


      “Permitted
Dispositions” means Dispositions permitted under Section 8.04(a)(i),
(ii), (iii), (iv), (v), (vii)(A), (vii)(B)(1), (ix) and (x).

      


      “Permitted
Investments” means:

      


      (a)           cash
and Cash Equivalents and other Investments existing as of the Closing Date and
set forth on Schedule
8.05;

      


      (b)           receivables
owing to the Borrower or any of its Restricted Subsidiaries or any receivables
and advances to suppliers, in each case if created, acquired or made in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms;

      


      (c)           Investments
by any Credit Party to any other Credit Party;

      


      (d)           loans
and advances to officers, directors and employees in the ordinary course of
business in an aggregate amount not to exceed $1,000,000 at any time
outstanding; provided that such
loans and advances shall comply with all applicable Requirements of
Law;

      


      (e)           Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business;

      


      (f)           any
assignment of intellectual property from the Borrower or any Restricted
Subsidiary to (i) any Restricted Subsidiary or (ii) any Unrestricted Subsidiary
if such intellectual property has not been registered with the U.S. Patent and
Trademark Office, the U.S. Copyright Office or any other governmental authority
in the United States or any other jurisdiction.

      


      (g)           Investments,
acquisitions or transactions permitted under Sections 8.04(b)(ii)(B),
(C) and (D);

      


      (h)           Permitted
Acquisitions;


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      


      (i)           Investments
in Swap Contracts to the extent permitted by Section 8.01(e);

      


      (j)           Investments
(i) in Unrestricted Subsidiaries in an aggregate amount not to exceed
$75,000,000 outstanding at any time, and (ii) in non-wholly owned Restricted
Subsidiaries, in an aggregate amount not to exceed $20,000,000 outstanding at
any time;

      


      (k)           (i)
Investments in wholly owned Restricted Subsidiaries that are Domestic
Subsidiaries and (ii) Investments in wholly owned Restricted Subsidiaries that
are Foreign Subsidiaries in an aggregate amount not to exceed $25,000,000
outstanding at any time; and

      


      (l)           additional
Investments of a nature not contemplated by the foregoing clauses hereof; provided that such
Investments made pursuant to this clause shall not exceed an aggregate amount of
$25,000,000 outstanding at any time.

      


      “Permitted Liens”
means

      


      (a)           Liens
in favor of a Swap Contract Provider in connection with a Swap Contract that is
(i) between a Credit Party or its Subsidiary and a Swap Contract Provider and
(ii) permitted under Section
8.01(e);

      


      (b)           Liens
securing purchase money Indebtedness and Capital Lease Obligations to the extent
permitted under Section 8.01(c);
provided, that
(i) any such Lien attaches to such property concurrently with or within
sixty (60) days after the acquisition thereof and (ii) such Lien attaches
solely to the property so acquired in such transaction;

      


      (c)           Liens
for taxes, assessments, charges or other governmental levies not yet due or as
to which the period of grace, if any, related thereto has not expired or which
are being contested in good faith by appropriate proceedings, provided that
adequate reserves with respect thereto are maintained on the books of the
Borrower or its Restricted Subsidiaries, as the case may be, in conformity with
GAAP;

      


      (d)           carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of
more than sixty (60) days or which are being contested in good faith by
appropriate proceedings;

      


      (e)           pledges
or deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation and deposits securing liability to insurance
carriers under insurance or self-insurance arrangements incurred in the ordinary
course of business;

      


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

      


      (g)           Liens
existing on the Closing Date and set forth on Schedule 8.02; provided that no such
Lien shall at any time be extended to cover property or assets other than the
property or assets subject thereto on the Closing Date;

      


      (h)           easements,
rights-of-way, restrictions (including zoning restrictions), minor defects or
irregularities in title and other similar charges or encumbrances not, in any
material respect, impairing the use of the encumbered Property for its intended
purpose;


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      (i)           any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing
clauses and in clauses (j), (k) and (m); provided that such
extension, renewal or replacement Lien shall be limited to all or a part of the
property which secured the Lien so extended, renewed or replaced;

      


      (j)           Liens
securing Indebtedness incurred pursuant to Section 8.01(i),
provided that
such Liens do not secure obligations in excess of $30,000,000 in the aggregate
at any time outstanding;

      


      (k)           bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one (1) or more accounts maintained by
any Credit Party or a Restricted Subsidiary arising in the ordinary course of
business from netting services, overdraft protection, cash management
obligations and otherwise in connection with the maintenance of deposit,
securities and commodities accounts;

      


      (l)           Liens
on property of a Person existing at the time such Person is merged into or
consolidated with the Borrower or any Subsidiary of the Borrower or becomes a
Subsidiary of the Borrower; provided that (i)
such Liens were not created in contemplation of such merger, consolidation or
investment and do not extend to any assets other than those of the Person merged
into or consolidated with the Borrower or such Subsidiary or acquired by the
Borrower or such Subsidiary and (ii) such Liens do not secure obligations in
excess of $50,000,000 in the aggregate at any time outstanding; and

      


      (m)           other
Liens not described above, provided that such
Liens do not secure obligations in excess of $20,000,000 in the aggregate at any
time outstanding.

      


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

      


      “Plan” means any
employee benefit plan within the meaning of Section 3(3) of ERISA (including a
Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate
or any such Plan to which the Borrower or any ERISA Affiliate is required to
contribute on behalf of any of its employees.

      


      “Platform” means
IntraLinks or another similar electronic system.

      


      “Pledge Agreement”
means the Pledge Agreement, dated as of the Closing Date, executed in favor of
the Administrative Agent for the benefit of the Secured Parties by each of the
Credit Parties.

      


      “Pledgor” has the
meaning specified in the Pledge Agreement.

      


      “Pro Forma Basis”
means, with respect to any transaction, that for purposes of calculating the
financial covenants set forth in Section 7.07, such
transaction shall be deemed to have occurred as of the first day of the most
recent four (4) fiscal quarter period preceding the date of such transaction for
which financial statements were required to be delivered pursuant to Section 7.01(a) or
(b).  In
connection with the foregoing, (a) with respect to any Disposition (other than
Permitted Dispositions) or Involuntary Disposition, (i) income statement items
(whether positive or negative) attributable to the property disposed of shall be
excluded to the extent relating to any period occurring prior to the date of
such transaction and (ii) Indebtedness which is retired shall be excluded
and deemed to have been retired as of the first day of the applicable period and
(b) with respect to any Acquisition, (i) income statement items
attributable to the Person or property acquired shall be included to the extent
relating to any period applicable in such calculations to the extent (A) such
items are not otherwise included in such income


      
        
           


        

        
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      statement
items for the Borrower and its Restricted Subsidiaries in accordance with GAAP
or in accordance with any defined terms set forth in Section 1.01 and (B)
such items are supported by financial statements or other information reasonably
satisfactory to the Administrative Agent and (ii) any
Indebtedness incurred or assumed by any Credit Party or any Restricted
Subsidiary (including the Person or property acquired) in connection with such
transaction and any Indebtedness of the Person or property acquired which is not
retired in connection with such transaction (A) shall be deemed to have
been incurred as of the first day of the applicable period and (B) if such
Indebtedness has a floating or formula rate, shall have an implied rate of
interest for the applicable period for purposes of this definition determined by
utilizing the rate which is or would be in effect with respect to such
Indebtedness as at the relevant date of determination.

      


      “Properties” has the
meaning specified in Section
6.15(a).

      


      “Public Lender” means
those Lenders which may have personnel who do not wish to receive material
non-public information with respect to the Borrower or its Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in
investment and other market-related activities with respect to such Persons’
securities.

      


      “Recovery Event” means
the receipt by the Borrower or any of its Subsidiaries of any cash insurance
proceeds or condemnation award payable by reason of theft, loss, physical
destruction or damage, taking or similar event with respect to any of their
respective property or assets.

      


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

      


      “Regulation T, U or X”
means Regulation T, U or X, respectively, of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof.

      


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

      


      “Reorganization”
means, with respect to any Multiemployer Plan, the condition that such Plan is
in reorganization within the meaning of such term as used in Section 4241 of
ERISA.

      


      “Reportable Event”
means the occurrence of any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty (30)-day notice period is
waived under PBGC Reg.  Section 4043.

      


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

      


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

      


      “Requirement of Law”
means, as to any Person, the certificate of incorporation and by-laws or other
organizational or governing documents of such Person, and any Law, treaty, rule
or regulation or


      
        
           


        

        
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      determination
of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or to which any of its material
property is subject.

      


      “Responsible Officer”
means the chief executive officer, president, chief financial officer,
treasurer, assistant treasurer or controller of a Credit Party, solely for
purposes of the delivery of incumbency certificates pursuant to Section 5.01, the
secretary or any assistant secretary of a Credit Party and, solely for purposes
of notices given pursuant to Article II, any other
officer or
employee of the
applicable Credit Party so designated by any of the foregoing officers in a
notice to the Administrative Agent.  Any document delivered hereunder
that is signed by a Responsible Officer of a Credit Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or
other action on the part of such Credit Party and such Responsible Officer shall
be conclusively presumed to have acted on behalf of such Credit
Party.

      


      “Restricted Payment”
means (a) any dividend or other distribution, direct or indirect, on
account of any shares of any class of Equity Interest of any Credit Party or any
Restricted Subsidiary, now or hereafter outstanding, (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of Equity Interest of any
Credit Party or any Restricted Subsidiary, now or hereafter outstanding
(including without limitation any payment to any employee of the Borrower in
respect of equity awards to such employee), (c) 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 Equity Interest of any Credit Party or any
Restricted Subsidiary, now or hereafter outstanding, (d) any payment with
respect to any earnout obligation or (e) any payment or prepayment of principal
of, premium, if any, or interest on, redemption, purchase, retirement,
defeasance, sinking fund or similar payment with respect to, any Subordinated
Indebtedness.

      


      “Restricted
Subsidiary” means any Subsidiary of the Borrower that is not an
Unrestricted Subsidiary.

      


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

      


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

      


      “S&P” means
Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc., or any successor or assignee of the business of such division in the
business of rating securities.

      


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

      


      “Sanctioned Entity”
means (a) a country or a government of a country, (b) an agency of the
government of a country, (c) an organization directly or indirectly
controlled by a country or its government, or (d) a person or entity
resident in or determined to be resident in a country, that is subject to a
country sanctions program administered and enforced by OFAC.


      
        
           


        

        
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      “Sanctioned Person”
means a person named on the list of Specially Designated Nationals maintained by
OFAC.

      


      “SEC” means the
Securities and Exchange Commission, or any Governmental Authority or any
successor or analogous United States Governmental Authority.

      


      “Secured Parties”
means the Administrative Agent, the Lenders and the Swap Contract
Providers.

      


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

      


      “Security Documents”
means a collective reference to the Pledge Agreement and other security
documents as may be executed and delivered by the Credit Parties pursuant to the
terms of Section 7.12 or
any of the Credit Documents.

      


      “Senior Subordinated
Notes” means, collectively, those certain 8.125% senior subordinated
notes due 2015 issued by Dycom Investments, Inc., a Delaware corporation, a
wholly-owned Subsidiary of the Borrower and a Guarantor under the Credit
Agreement, under that certain Indenture dated as of October 11, 2005 by and
among Dycom Investments, Inc., certain guarantors party thereto and the trustee
party thereto.

      


      “Single Employer Plan”
means a single employer plan, as defined in Section 4001(a)(15) of ERISA, to
which the Borrower or any ERISA Affiliate, and no Person other than the Borrower
and any ERISA Affiliate, has an obligation to contribute or in respect of which
the Borrower or any ERISA Affiliate could have liability under Section 4069 of
ERISA in the event such plan were to be terminated.

      


      “Subordinated
Indebtedness” means (a) the Senior Subordinated Notes and
(b) any other Indebtedness incurred by any Credit Party that by its terms
is specifically subordinated in right of payment to the prior payment of the
Revolving Loans, the L/C Obligations, the Swingline Loans and Term Loans on
terms reasonably satisfactory to the Administrative Agent.

      


      “Subsidiary” means, as
to any Person, a corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having ordinary
voting power to elect a majority of the directors or other managers of such
corporation, partnership, limited liability company or other entity
(irrespective of whether or not at the time, any class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) are at the time owned by such Person directly or indirectly
through Subsidiaries.  Unless otherwise identified, “Subsidiary” or
“Subsidiaries” shall mean Subsidiaries of the Borrower.

      


      “Swap Contract” means,
with respect to any Person, any agreement entered into to protect such Person
against fluctuations in interest rates, or currency or raw materials values,
including, without limitation, any interest rate swap, cap or collar agreement
or similar arrangement between such Person and one (1) or more counterparties,
any foreign currency exchange agreement, currency protection agreements,
commodity purchase or option agreements or other interest or exchange rate or
commodity price hedging agreements.


      
        
           


        

        
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      “Swap Contract
Provider” means any Person that enters into a Swap Contract with a Credit
Party or any Subsidiary that is permitted by Section 8.01(e) to
the extent such Person is a (a) Lender, (b) an Affiliate of a Lender or (c) any
other Person that was a Lender (or an Affiliate of a Lender) at the time it
entered into the Swap Contract but has ceased to be a Lender (or whose Affiliate
has ceased to be a Lender) under this Credit Agreement.

      


      “Swap Termination
Value” means, in respect of any one (1) or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement
relating to such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s) and (b) for any date prior to the date
referenced in clause
(a), the amount(s) determined as the mark-to-market value(s) for such
Swap Contracts, as determined based upon one (1) or more mid-market or other
readily available quotations provided by any recognized dealer in such Swap
Contracts (which may include a Lender or any Affiliate of a
Lender).

      


      “Swingline Lender”
means Bank of America in its capacity as provider of Swingline Loans, or any
successor swing line lender hereunder.

      


      “Swingline Loan” has
the meaning specified in Section
2.04(a).

      


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

      


      “Swingline Sublimit”
means an amount equal to the lesser of (a) $15,000,000 and (b) the Aggregate
Revolving Commitments.  The Swingline Sublimit is part of, and not in
addition to, the Aggregate Revolving Commitments.

      


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

      


      “Target” has the
meaning specified in the definition of “Permitted
Acquisition.”

      


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

      


      “Term Loan” and “Term Loans” have the
meaning specified in Section
2.01(b).

      


      “Term Loan Commitment”
means, as to each Lender, its obligation to make a Term Loan in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth
opposite such Lender’s name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto or in any documentation executed by such Lender pursuant to Section 2.01(b), as
applicable as such amount may be adjusted from time to time in accordance with
this Credit Agreement.

      


      “Term Note” has the
meaning specified in Section
2.11(a).

      


      “Total Consideration”
has the meaning specified in Section
7.02(d).


      
        
           


        

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

      


      “Trading with the Enemy
Act” has the meaning specified in Section
6.18.

      


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

      


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

      


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

      


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

      


      “Unrestricted
Subsidiaries” means (a) Subsidiaries designated on the Closing Date by
the Borrower as “Unrestricted Subsidiaries” on Schedule 6.11 and
other Subsidiaries designated from time to time by the Borrower in writing to
the Administrative Agent that are in the same businesses or businesses
reasonably related to, or reasonably ancillary or reasonably complementary to,
the businesses of the Borrower and its Subsidiaries and (b) Subsidiaries (i)
established for business purposes approved by the Administrative Agent (such
approval not to be unreasonably withheld) and (ii) designated from time to time
by the Borrower as “Unrestricted Subsidiaries” on Schedule 6.11 (as
such schedule may be updated from time to time as permitted by this Credit
Agreement); provided that (x)
Investments by the Borrower and its Restricted Subsidiaries in Unrestricted
Subsidiaries shall not exceed the limitations set forth in clauses (a), (f) and (j) of the definition
of Permitted Investments and (y) Investments in Unrestricted Subsidiaries
pursuant to clause
(j) of the definition of Permitted Investments shall be deemed to include
an amount (not less than zero) equal to the difference of (I) the book value of
assets of any Guarantor or Restricted Subsidiary designated after the Closing
Date as an Unrestricted Subsidiary that are included in Consolidated Total
Assets as of the most recent fiscal quarter ended minus (II) such
Guarantor’s or Restricted Subsidiary’s liabilities as of the most recent fiscal
quarter ended.

      


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

      


      “Wells Fargo
Securities” means Wells Fargo Securities, LLC and its
successors.

      


      1.02           Other
Interpretive Provisions.

      


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

      


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


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


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

      


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

      


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

      


      1.03           Accounting
Terms.

      


      (a)           Generally.  Except
as otherwise specifically prescribed herein, all accounting terms not
specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Credit Agreement shall
be prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements.  Notwithstanding the foregoing, for
purposes of determining compliance with any covenant (including the computation
of any financial covenant) contained herein, Indebtedness of the Credit Parties
and their Subsidiaries shall be deemed to be carried at one hundred percent
(100%) of the outstanding principal amount thereof, and the effects of FASB ASC
825 on financial liabilities and FASB ASC 350 and 360 on goodwill, intangibles
and impairments shall be disregarded.

      


      (b)           Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Credit
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower 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 the Required Lenders);
provided that, until so
amended, such ratio or requirement shall continue to be computed in accordance
with GAAP prior to such change therein.

      


      (c)           Calculations.  Notwithstanding
the above, the parties hereto acknowledge and agree that all calculations of the
financial covenants in Section 7.07
(including for purposes of determining the Applicable Rate) shall be made on a
Pro Forma Basis with respect to any Disposition (other than Permitted
Dispositions), Involuntary Disposition or Acquisition occurring during the
applicable period.


      
        
           


        

        
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      1.04           Rounding.

      


      Any
financial ratios required to be maintained by the Borrower pursuant to this
Credit Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one (1) place more than the number
of places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest
number).

      


      1.05           Times of
Day.

      


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

      


      1.06           Letter of
Credit Amounts.

      


      Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided,
however, that
with respect to any Letter of Credit that, by its terms or the terms of any
Issuer Document related thereto, provides for one (1) or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit
shall be deemed to be the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount
is in effect at such time.

      


      


      ARTICLE
II

      


      THE
COMMITMENTS AND CREDIT EXTENSIONS

      


      2.01           Commitments.

      


      (a)           Revolving
Loans.  Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to
the Borrower in Dollars from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of such Lender’s Revolving Commitment; provided, however, that after
giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the
aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swingline Loans shall not
exceed such Lender’s Revolving Commitment.  Within the limits of each
Lender’s Revolving Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01, prepay
under Section
2.05, and reborrow under this Section
2.01.  Revolving Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.

      


      (b)           Incremental Credit
Facilities.  At any time on or after the Closing Date, the
Borrower may, at any time, upon written notice to the Administrative Agent,
establish additional credit facilities (collectively, the “Incremental Credit
Facilities”) by increasing the Aggregate Revolving Commitments and/or
establishing one (1) or more term loans (each such term loan, a “Term Loan” and
collectively the “Term
Loans”) at any time prior to the date that is six (6) months prior to the
Maturity Date; provided that, in any
such case:

      


      (i)           the
aggregate amount of loans and commitments for all Incremental Credit Facilities
established on or after the Closing Date as an Incremental Credit Facility shall
not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (for Aggregate
Revolving


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      Commitments
and Term Loans of up to THREE HUNDRED MILLION DOLLARS
($300,000,000);

      


      (ii)           any
increase in the Aggregate Revolving Commitments or the principal amount of any
Term Loan established under this Section shall be in a principal amount of at
least $10,000,000 and integral multiples of $1,000,000 in excess
thereof;

      


      (iii)           any
increase in the Aggregate Revolving Commitments under this Section shall have
terms identical to those for the Revolving Loans under Section 2.01(a),
except for fees payable to the Lenders providing commitments for such
Incremental Credit Facility;

      


      (iv)           any
Term Loan established under this Section 2.01 (A) will
be made in Dollars and may consist of Base Rate Loans or Eurodollar Rate Loans
as further provided herein, (B) will have a final maturity date that is
coterminous with or later than the Maturity Date, with no more than fifty
percent (50%) of the principal amount of such Term Loan being amortized prior to
the Maturity Date, (C) will be subject to the mandatory prepayment provisions
(including provisions regarding the application of mandatory prepayments) that
are contained in Section 2.05(b), (D)
may have pricing that is higher than pricing currently applicable to the
Revolving Loans; provided, that if the
all-in-yield, after giving effect to any offering of such Term Loan at a
discount from par or any fees paid to the lenders in connection therewith,
exceeds the all-in-yield (as reasonably determined by the Administrative Agent)
with respect to the Revolving Loans by more than fifty basis points (0.50%),
then the Applicable Percentage shall be increased to the extent necessary to
cause the all-in-yield with respect the Revolving Loans to be no more than fifty
basis points (0.50%) less than the all-in-yield with respect to such Term Loan
(with the amount and manner of such increase to be determined by the
Administrative Agent, in accordance with the foregoing, as of the date of
effectiveness of the applicable Incremental Credit Facility) and (E) will have
covenants that are the same as or no more restrictive than the covenants
contained in this Credit Agreement as of the date that such Term Loan is
established.

      


      (v)           no
Default or Event of Default shall have occurred and be continuing, or would
result after giving effect to any such Incremental Credit Facility (assuming for
purposes hereof, that the amount of the applicable Incremental Credit Facility
is fully drawn and funded);

      


      (vi)           the
establishment of the Incremental Credit Facilities and the extension of credit
thereunder are subject to satisfaction of the conditions to all Credit
Extensions in Section
5.02;

      


      (vii)           the
Borrower will provide (A) a compliance certificate from a Responsible Officer
demonstrating compliance with the financial covenants hereunder after giving
effect to the Incremental Credit Facility on a Pro Forma Basis (assuming for
purposes hereof, that the amount of the incremental commitments is fully drawn
and funded), and (B) supporting resolutions, legal opinions, promissory notes
and other items as may be reasonably required by the Administrative Agent and
the Lenders providing the loans and commitments for the Incremental Credit
Facility;

      


      (viii)           any
new lender providing loans and commitments for the Incremental Credit Facilities
must be reasonably acceptable to the Borrower and the Administrative Agent, and
any new lender providing loans and commitments for any increase in the Aggregate
Revolving Commitments must also be reasonably acceptable to the L/C Issuer and
the Swingline Lender;

      


      (ix)           lenders
providing loans and commitments for the Incremental Credit Facility will provide
a duly executed Lender Joinder Agreement;


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      


      (x)           upfront
fees and arrangement fees, if any, in respect of the new commitments so
established, shall have been paid;

      


      (xi)           if
any Revolving Loans are outstanding at the time of any increase in the Aggregate
Revolving Commitments pursuant to this Section, the Borrower will make such
payments and adjustments on the Revolving Loans (including payment of any
break-funding amounts owing under Section 3.05) as may
be necessary to give effect to the revised commitment amounts and percentages,
it being agreed that the Administrative Agent shall, in consultation with the
Borrower, manage the allocation of the revised commitments percentages to the
existing Eurocurrency Rate Loans in such a manner as to minimize the
break-funding amounts so payable by the Borrower.

      


      (xii)           the
Administrative Agent shall have received all documents (including resolutions of
the board of directors of the Borrower and the Guarantors) it may reasonably
request relating to the corporate or other necessary authority for such increase
or establishment of any Term Loan and the validity of such increase in the
Aggregate Revolving Commitments or establishment of a Term Loan, and any other
matters relevant thereto, all in form and substance reasonably satisfactory to
the Administrative Agent; provided, however
that consent of the existing Lenders shall not be required to consummate the
transactions contemplated pursuant to this Section 2.01(b);
provided,
further that necessary modifications of this Credit Agreement will be
consummated as set forth in Section
11.01(g).

      


      In
connection with establishment of any Incremental Credit Facility, (A) none of
the Lenders or their Affiliates shall have any obligation to provide commitments
or loans for any Incremental Credit Facility without their prior written
approval, (B) none of the Administrative Agent, the Joint Lead Arrangers or the
Lead Lenders shall have any responsibility for arranging any such additional
commitments without their prior written consent and subject to such conditions,
including fee arrangements, as they may provide in connection therewith and (C)
Schedule 2.01
will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro
rata shares after giving effect to establishment of any Incremental Credit
Facility.

      


      2.02           Borrowings,
Conversions and Continuations of Loans.

      


      (a)           Each
Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower’s
irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of, Eurodollar
Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and
(ii) on the requested date of any Borrowing of Base Rate Loans.  Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must
be confirmed promptly by delivery to the Administrative Agent of a written Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Borrower.  Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof.  Except as provided in Sections 2.03(c) and
2.04(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof.  Each
Loan Notice (whether telephonic or written) shall specify (i) whether the
Borrower is requesting a Borrowing, a conversion of Loans from one Type to the
other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed or to which existing Loans are
to be converted, and (v)


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      if
applicable, the duration of the Interest Period with respect
thereto.  If the Borrower fails to specify a Type of a Loan in a Loan
Notice or if the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Loans shall be made as, or converted to,
Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans.  If the Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one (1) month.  Notwithstanding
anything to the contrary herein, a Swingline Loan may not be converted to a
Eurodollar Rate Loan.

      


      (b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans as described in the preceding
subsection.  In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than 1:00 p.m. on
the Business Day specified in the applicable Loan Notice.  Upon
satisfaction of the applicable conditions set forth in Section 5.02 (and, if
such Borrowing is the initial Credit Extension, Section 5.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as actually received by the Administrative Agent no later than
4:00 p.m. on the day of receipt by the Administrative Agent either by (i)
crediting the account of the Borrower on the books of Bank of America with the
amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Borrower; provided, however, that if, on
the date of a Borrowing of Revolving Loans, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings and second, shall be made
available to the Borrower as provided above.

      


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

      


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

      


      (e)           After
giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more
than seven (7) Interest Periods in effect with respect to Revolving Loans and
five (5) Interest Periods in effect with respect to any Term Loan.

      


      2.03           Letters
of Credit.

      


      (a)           The Letter of Credit
Commitment.

      


      (i)           Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03, (1)
from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit in
Dollars for the account of the Borrower or any of its Subsidiaries, and to amend
or extend Letters of Credit previously issued by it, in accordance
with


      
        
           


        

        
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      subsection (b) below,
and (2) to honor drawings under the Letters of Credit; and (B) the Lenders
severally agree to participate in Letters of Credit issued for the account of
the Borrower or its Subsidiaries and any drawings thereunder; provided that after
giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving
Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any
Lender, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swingline Loans shall not
exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the
L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each
request by the Borrower for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by the Borrower that the L/C Credit
Extension so requested complies with the conditions set forth in the proviso to
the preceding sentence.  Within the foregoing limits, and subject to
the terms and conditions hereof, the Borrower’s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed.  All
Existing Letters of Credit shall be deemed to have been issued pursuant hereto,
and from and after the Closing Date shall be subject to and governed by the
terms and conditions hereof.

      


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

      


      (A)           subject
to Section
2.03(b)(iii), the expiry date of such requested Letter of Credit would
occur more than twelve (12) months after the date of issuance or last extension,
unless the Lenders (other than Defaulting Lenders) holding a majority of the
Revolving Commitments have approved such expiry date; or

      


      (B)           the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless either such Letter of Credit is Cash
Collateralized on or prior to the date of issuance of such Letter of Credit (or
a later date as to which the Administrative Agent may agree in its sole
discretion) or all the Lenders that have Revolving Commitments have approved
such expiry date.

      


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

      


      (A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the L/C Issuer in good
faith deems material to it;

      


      (B)           the
issuance of such Letter of Credit would violate one (1) or more policies of the
L/C Issuer applicable to borrowers generally;


      
        
           


        

        
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      (C)           except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is in an initial stated amount less than $100,000, in the case of a
commercial Letter of Credit, or $500,000, in the case of a standby Letter of
Credit;

      


      


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

      


      (E)           such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder; or

      


      (F)           any
Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered
into arrangements, including the delivery of Cash Collateral, satisfactory to
the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting
Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure
(after giving effect to Section 2.15(e)) with
respect to the Defaulting Lender arising from either the Letter of Credit then
proposed to be issued or that Letter of Credit and all other L/C Obligations as
to which the L/C Issuer has actual or potential Fronting Exposure, as it may
elect in its sole discretion.

      


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

      


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

      


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

      


      (b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

      


      (i)           Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit Application must be received by the
L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least five
(5) Business Days (or such later date and time as the Administrative Agent and
the L/C Issuer may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


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

      


      (ii)           Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof.  Unless the L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Credit Party, at least
one (1) Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one (1) or more applicable conditions
contained in Article
V shall not be satisfied, then, subject to the terms and conditions
hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the Borrower or the applicable Subsidiary or enter into the
applicable amendment, as the case may be, in each case in accordance with the
L/C Issuer’s usual and customary business practices.  Immediately upon
the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
risk participation in such Letter of Credit in an amount equal to the product of
such Lender’s Applicable Percentage times the amount of
such Letter of Credit.

      


      (iii)           If
the Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve (12)-month period (commencing with
the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such twelve (12)-month period to be agreed upon at the
time such Letter of Credit is issued.  Unless otherwise directed by
the L/C Issuer, the Borrower shall not be required to make a specific request to
the L/C Issuer for any such extension.  Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but
may not require) the L/C Issuer to permit the extension of such Letter of Credit
at any time to an expiry date not later than the Letter of Credit Expiration
Date; provided,
however, that
the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has
determined that it would not be permitted, or would have no obligation, at such
time to issue such Letter of Credit in its revised form (as extended) under the
terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is seven (7) Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one (1) or more of the applicable
conditions specified in Section 5.02 is not
then satisfied, and in each case directing the L/C Issuer not to permit such
extension.

      


      (iv)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      also
deliver to the Borrower and the Administrative Agent a true and complete copy of
such Letter of Credit or amendment.

      


      (c)           Drawings and Reimbursements;
Funding of Participations.

      


      (i)           Upon
receipt from the beneficiary of any Letter of Credit of any notice of drawing
under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower
and the Administrative Agent thereof.  If the L/C Issuer notifies the
Borrower before 1:00 p.m. on the date of any payment by the L/C Issuer under a
Letter of Credit (each such date, an “Honor Date”), the
Borrower shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing on such day.  If the L/C
Issuer notifies the Borrower after 1:00 p.m. on the applicable Honor Date, the
Borrower shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing not later than 11:00 a.m. on the
Business Day immediately after the such Honor Date.  If the Borrower
fails to so reimburse the L/C Issuer by such day and time, the Administrative
Agent shall promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable Percentage thereof
(after giving effect to any reallocation pursuant to Section
2.15(e)).  In such event, the Borrower shall be deemed to have
requested a Borrowing of Revolving Loans that are Base Rate Loans to be
disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without regard to the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the conditions set forth in
Section 5.02
(other than the delivery of a Loan Notice) and provided that, after
giving effect to such Borrowing, the Total Revolving Outstandings shall not
exceed the Aggregate Revolving Commitments.  Any notice given by the
L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

      


      (ii)           Each
Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available (and the Administrative Agent may apply Cash Collateral
provided for this purpose) for the account of the L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Applicable Percentage of
the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified
in such notice by the Administrative Agent, whereupon, subject to the provisions
of Section
2.03(c)(iii), each Lender that so makes funds available shall be deemed
to have made a Base Rate Loan to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the L/C
Issuer.

      


      (iii)           With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
of Revolving Loans that are Base Rate Loans because the conditions set forth in
Section 5.02
cannot be satisfied or for any other reason, the Borrower shall be deemed to
have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate.  In such event, each Lender’s payment to the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.03.

      


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


      
        
           


        

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

      


      (vi)           If
any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by
the time specified in Section 2.03(c)(ii),
then, without limiting the other provisions of this Credit Agreement, the L/C
Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer
in connection with the foregoing.  If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in
respect of the relevant L/C Borrowing, as the case may be.  A
certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error.

      


      (d)           Repayment of
Participations.

      


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

      


      (ii)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.  The obligations of
the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Credit Agreement.


      
        
           


        

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

      


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

      


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

      


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

      


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

      


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

      


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

      


      (f)           Role of L/C
Issuer.  Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by such Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower’s pursuing
such rights and remedies as it may have against the beneficiary or



      
        
           


        

        
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      transferee
at law or under any other agreement.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e);
provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer’s willful misconduct or gross negligence or
the L/C Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary (or the L/C Issuer may refuse to accept and make
payment upon such documents if such documents are not in strict compliance with
the terms of such Letter of Credit), and the L/C Issuer shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

      


      (g)           Applicability of ISP and
UCP.  Unless otherwise expressly agreed by the L/C Issuer and
the Borrower when a Letter of Credit is issued (including any such agreement
applicable to an Existing Letter of Credit), (i) the rules of the ISP shall
apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs
and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit.

      


      (h)           Letter of Credit
Fees.  The
Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit
Fee”) (i) for each commercial Letter of Credit, equal to the Applicable
Rate times the
daily amount available to be drawn under such Letter of Credit and (ii) for each
standby Letter of Credit, equal to the Applicable Rate times the daily
amount available to be drawn under such Letter of Credit; provided, however,
any Letter of Credit Fees otherwise payable for the account of a Defaulting
Lender with respect to any Letter of Credit as to which such Defaulting Lender
has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this
Section 2.03
shall be payable, to the maximum extent permitted by applicable Laws, as
provided in Section 2.15(b), to the other
Lenders in accordance with the upward adjustments in their respective Applicable
Percentages allocable to such Letter of Credit pursuant to Section 2.15(e), with
the balance of such fee, if any, payable to the L/C Issuer for its own
account.  For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section
1.06.  Letter of Credit Fees shall be (i) due and payable on
the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand and (ii) computed on a quarterly basis in arrears.  If there is
any change in the Applicable Rate during any quarter, the daily amount available
to be drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.  Notwithstanding anything to the
contrary contained herein, upon the request of the Required Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.


      


      (i)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The Borrower
shall pay directly to the L/C Issuer for its own account a fronting fee (i) with
respect to each commercial Letter of Credit, at the rate specified in (A) the
Bank  of America Fee Letter, with respect to Letters of Credit issued
by Bank of America in its capacity as L/C Issuer and (B) in writing between the
Borrower and any L/C Issuer other than Bank of America in its capacity as L/C
Issuer, in each case,


      
        
           


        

        
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      computed
on the amount of such Letter of Credit, and payable upon the issuance thereof,
(ii) with respect to any amendment of a commercial Letter of Credit increasing
the amount of such Letter of Credit, at a rate separately agreed between the
Borrower and the L/C Issuer, computed on the amount of such increase, and
payable upon the effectiveness of such amendment, and (iii) with respect to each
standby Letter of Credit, at the rate per annum specified in the Fee Letter,
computed on the daily amount available to be drawn under such Letter of Credit
on a quarterly basis in arrears.  Such fronting fee shall be due and
payable on the tenth Business Day after the end of each March, June, September
and December in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand.  For purposes of computing
the daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section
1.06.  In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect.  Such
customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.

      


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

      


      (k)           Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of Subsidiaries inures to the benefit of the Borrower,
and that the Borrower’s business derives substantial benefits from the
businesses of such Subsidiaries.

      


      (l)           New or Successor L/C
Issuer.  (i) Any L/C Issuer may resign as an issuer of Letters
of Credit upon thirty (30) days’ prior written notice to the Administrative
Agent, the Lenders and the Borrower.  Subject to the terms of the
following sentence, the Borrower may replace any L/C Issuer for any reason upon
written notice to the Administrative Agent and the applicable L/C Issuer, and
the Borrower may add one or more additional L/C Issuers at any time upon notice
to the Administrative Agent.  If the L/C Issuer shall resign or be
replaced, or if the Borrower shall decide to add a new L/C Issuer under this
Credit Agreement, then the Borrower may appoint any Lender as a successor issuer
of Letters of Credit or a new L/C Issuer, as the case may be, with the consent
of the Administrative Agent (such consent not to be unreasonably withheld) and
the acceptance of such appointment by such Lender, whereupon such successor L/C
Issuer shall succeed to the rights, powers and duties of the replaced or
resigning L/C Issuer under this Credit Agreement and the other Credit Documents,
or such new issuer of Letters of Credit shall be granted the rights, powers and
duties of an L/C Issuer hereunder, and the term “L/C Issuer” shall include such
successor or such new issuer of Letters of Credit effective upon such
appointment.  At the time such resignation or replacement shall become
effective, the Borrower shall pay to the resigning or replaced L/C Issuer all
accrued and unpaid fees pursuant to Section 2.03(h) and
(i).  The
acceptance of any appointment by any Lender as an L/C Issuer hereunder, whether
as a successor issuer or new issuer of Letters of Credit in accordance with this
Credit Agreement, shall be evidenced by an agreement entered into by such new or
successor issuer of Letters of Credit, in a form satisfactory to the Borrower
and the Administrative Agent, and, from and after the effective date of such
agreement, such new or successor issuer of Letters of Credit shall be an “L/C
Issuer” hereunder.  After the resignation or replacement of an L/C
Issuer hereunder, the resigning or replaced L/C Issuer shall remain a party
hereto and shall remain a party hereto and shall continue to have all the rights
and obligations of an L/C Issuer under this Credit Agreement and the other
Credit Documents with respect to Letters of Credit issued by it prior to such
resignation 


      
        
           


        

        
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      or
replacement, but shall not be required to issue additional Letters of
Credit.  In connection with any resignation or replacement pursuant to
this clause (i)
(but, in case of any such resignation, only to the extent that a successor
issuer of Letters of Credit shall have been appointed), either (A) the Borrower,
the resigning or replaced L/C Issuer and the successor issuer of Letters of
Credit shall arrange to have any outstanding Letters of Credit issued by the
resigning or replaced L/C Issuer replaced with Letters of Credit issued by the
successor issuer of Letters of Credit or (B) the Borrower shall cause the
successor issuer of Letters of Credit, if such successor issuer is reasonably
satisfactory to the replaced or resigning L/C Issuer, to issue “back-stop”
Letters of Credit naming the resigning or replaced L/C Issuer as beneficiary for
each outstanding Letter of Credit issued by the resigning or replaced L/C
Issuer, which new Letters of Credit shall have a face amount equal to the
Letters of Credit being back-stopped, and the sole requirement for drawing on
such new Letters of Credit shall be a drawing on the corresponding back-stopped
Letters of Credit.  After any resigning or replaced L/C Issuer’s
resignation or replacement as L/C Issuer, the provisions of this Credit
Agreement relating to an L/C Issuer shall inure to its benefit as to any actions
taken or omitted to be taken by it (A) while it was an L/C Issuer under this
Credit Agreement or (B) at any time with respect to Letters of Credit issued by
such L/C Issuer.

      


      (ii)  To
the extent that there are, at the time of any resignation or replacement as set
forth in clause
(i) above, any outstanding Letters of Credit, nothing herein shall be
deemed to impact or impair any rights and obligations of any of the parties
hereto with respect to such outstanding Letters of Credit (including, without
limitation, any obligations related to the payment of fees pursuant to Section 2.03(h) and
(i) or the
reimbursement or funding of amounts drawn), except that the Borrower, the
resigning or replaced L/C Issuer and the successor issuer of Letters of Credit
shall have the obligations regarding outstanding Letters of Credit described in
clause (i)
above.

      


      2.04           Swingline
Loans.

      


      (a)           Swingline
Facility.  Subject to the terms and conditions set forth
herein, the Swingline Lender, in reliance upon the agreements of the other
Lenders set forth in this Section 2.04, may in
its sole discretion make loans (each such loan, a “Swingline Loan”) to
the Borrower in Dollars from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Swingline Sublimit, notwithstanding the fact that such
Swingline Loans, when aggregated with the Applicable Percentage of the
Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting
as Swingline Lender, may exceed the amount of such Lender’s Revolving
Commitment; provided, however, that after
giving effect to any Swingline Loan, (i) the Total Revolving Outstandings shall
not exceed the Aggregate Revolving Commitments, and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swingline Loans shall not
exceed such Lender’s Revolving Commitment, and provided, further, that the
Borrower shall not use the proceeds of any Swingline Loan to refinance any
outstanding Swingline Loan.  Within the foregoing limits, and subject
to the other terms and conditions hereof, the Borrower may borrow under this
Section 2.04,
prepay under Section
2.05, and reborrow under this Section
2.04.  Each Swingline Loan shall bear interest only at a rate
based on the Base Rate.  Immediately upon the making of a Swingline
Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swingline Lender a risk participation in such
Swingline Loan in an amount equal to the product of such Lender’s Applicable
Percentage times the amount of
such Swingline Loan.

       

      (b)           Borrowing
Procedures.  Each Borrowing of Swingline Loans shall be made
upon the Borrower’s irrevocable notice to the Swingline Lender and the
Administrative Agent, which may be


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      given by
telephone.  Each such notice must be received by the Swingline Lender
and the Administrative Agent not later than 1:00 p.m. on the requested borrowing
date, and shall specify (i) the amount to be borrowed, which shall be a minimum
principal amount of $100,000 and integral multiples of $100,000 in excess
thereof, and (ii) the requested borrowing date, which shall be a Business
Day.  Each such telephonic notice must be confirmed promptly by
delivery to the Swingline Lender and the Administrative Agent of a written
Swingline Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower.  Promptly after receipt by the Swingline
Lender of any telephonic Swingline Loan Notice, the Swingline Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swingline Loan Notice and, if not,
the Swingline Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof.  Unless the Swingline Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Lender) prior to 2:00 p.m. on the date of the
proposed Borrowing of Swingline Loans (A) directing the Swingline Lender not to
make such Swingline Loan as a result of the limitations set forth in the first
proviso to the first sentence of Section 2.04(a), or
(B) that one (1) or more of the applicable conditions specified in Article V is not then
satisfied, then, subject to the terms and conditions hereof, the Swingline
Lender will, not later than 3:00 p.m. on the borrowing date specified in such
Swingline Loan Notice, make the amount of its Swingline Loan available to the
Borrower at its office by crediting the account of the Borrower on the books of
the Swingline Lender in immediately available funds.

      


      (c)           Refinancing of Swingline
Loans.

      


      (i)           The
Swingline Lender at any time in its sole and absolute discretion may request, on
behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender
to so request on its behalf), that each Lender make a Revolving Loan that is a
Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the
amount of Swingline Loans then outstanding (after giving effect to any
reallocation pursuant to Section
2.15(e)).  Such request shall be made in writing (which written
request shall be deemed to be a Loan Notice for purposes hereof) and in
accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other
than the delivery of a Loan Notice) and provided that, after
giving effect to such Borrowing, the Total Revolving Outstandings shall not
exceed the Aggregate Revolving Commitments.  The Swingline Lender
shall furnish the Borrower with a copy of the applicable Loan Notice promptly
after delivering such notice to the Administrative Agent.  Each Lender
shall make an amount equal to its Applicable Percentage of the amount specified
in such Loan Notice available to the Administrative Agent in immediately
available funds (and the Administrative Agent may apply Cash Collateral
available with respect to the applicable Swingline Loan) for the account of the
Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m.
on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Lender that so makes funds available shall be deemed to have made a Base
Rate Loan to the Borrower in such amount.  The Administrative Agent
shall remit the funds so received to the Swingline Lender.

      


      (ii)           If
for any reason any Swingline Loan cannot be refinanced by such a Borrowing of
Revolving Loans in accordance with Section 2.04(c)(i),
the request for Revolving Loans that are Base Rate Loans submitted by the
Swingline Lender as set forth herein shall be deemed to be a request by the
Swingline Lender that each of the Lenders fund its risk participation in the
relevant Swingline Loan and each Lender’s payment to the Administrative Agent
for the account of the
Swingline Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such
participation.


      
        
           


        

        
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      (iii)           If
any Lender fails to make available to the Administrative Agent for the account
of the Swingline Lender any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.04(c) by
the time specified in Section 2.04(c)(i),
the Swingline Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the Swingline Lender at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the
Swingline Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by the Swingline Lender in connection with the foregoing.  If
such Lender pays such amount (with interest and fees as aforesaid), the amount
so paid shall constitute such Lender’s Revolving Loan included in the relevant
Borrowing or funded participation in the relevant Swingline Loan, as the case
may be.  A certificate of the Swingline Lender submitted to any Lender
(through the Administrative Agent) with respect to any amounts owing under this
clause (iii)
shall be conclusive absent manifest error.

      


      (iv)           Each
Lender’s obligation to make Revolving Loans or to purchase and fund risk
participations in Swingline Loans pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right that
such Lender may have against the Swingline Lender, the Borrower or any other
Person for any reason whatsoever, (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided, however, that each
Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section
5.02.  No such funding of risk participations shall relieve or
otherwise impair the obligation of the Borrower to repay Swingline Loans,
together with interest as provided herein.

      


      (d)           Repayment of
Participations.

      


      (i)           At
any time after any Lender has purchased and funded a risk participation in a
Swingline Loan, if the Swingline Lender receives any payment on account of such
Swingline Loan, the Swingline Lender will distribute to such Lender its
Applicable Percentage thereof in the same funds as those received by the
Swingline Lender.

      


      (ii)           If
any payment received by the Swingline Lender in respect of principal or interest
on any Swingline Loan is required to be returned by the Swingline Lender under
any of the circumstances described in Section 11.05
(including pursuant to any settlement entered into by the Swingline Lender in
its discretion), each Lender shall pay to the Swingline Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate.  The Administrative Agent will
make such demand upon the request of the Swingline Lender.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Credit Agreement.

      


      (e)           Interest for Account of
Swingline Lender.  The Swingline Lender shall be responsible
for invoicing the Borrower for interest on the Swingline Loans.  Until
each Lender funds its Revolving Loans that are Base Rate Loans or
risk participation pursuant to this Section 2.04 to
refinance such Lender’s Applicable
Percentage of any Swingline Loan, interest in respect of such Applicable
Percentage shall be solely for the account of the Swingline
Lender.


      
        
           


        

        
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      (f)           Payments Directly to
Swingline Lender.  The Borrower shall make all payments of
principal and interest in respect of the Swingline Loans directly to the
Swingline Lender.

      


      2.05           Prepayments.

      


      (a)           Voluntary Prepayments of
Loans.

      


      (i)           Revolving Loans and Term
Loans.  The Borrower may, upon notice from the Borrower to the
Administrative Agent, at any time or from time to time voluntarily prepay
Revolving Loans or any Term Loan, as specified by the Borrower, in whole or in
part without premium or penalty; provided that (A)
such notice must be received by the Administrative Agent not later than 11:00
a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar
Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such
prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000
or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire
principal amount thereof then outstanding); (C) any prepayment of Base Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof (or, if less, the entire principal amount thereof
then outstanding) and (D) any prepayment of the Term Loans shall be applied
ratably among the Term Loans then existing, with such prepayment being applied
to the remaining principal amortization payments thereunder ratably against all
scheduled installments thereof.  Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Loans to be prepaid and,
if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such
Loans.  The Administrative Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lender’s Applicable
Percentage of such prepayment.  If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.  Any prepayment of a Eurodollar Rate Loan shall be
accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section
3.05.  Subject to Section 2.15, each
such prepayment shall be applied to the Loans of the Lenders in accordance with
their respective Applicable Percentages.

      


      (ii)           Swingline
Loans.  The Borrower may, upon notice to the Swingline Lender
(with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swingline Loans in whole or in part without premium or
penalty; provided that (i)
such notice must be received by the Swingline Lender and the Administrative
Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $100,000 or a whole
multiple of $100,000 in excess thereof (or, if less, the entire principal
thereof then outstanding).  Each such notice shall specify the date
and amount of such prepayment.  If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.

      


      (b)           Mandatory Prepayments of
Loans.

      


      (i)           Revolving
Commitments.  If for any reason the Total Revolving
Outstandings at any time exceed the Aggregate Revolving Commitments then in
effect, the Borrower shall immediately prepay Revolving Loans and/or Swingline
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal
to such excess; provided, however, that the
Borrower shall not
be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)
unless after the prepayment in full of the Revolving Loans and Swingline Loans
the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then
in effect.


      
        
           


        

        
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      (ii)           Dispositions and Involuntary
Dispositions.  If any amount is owing with respect to any Term
Loan, the Borrower shall prepay the Term Loans as hereafter provided in an
aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds
received by any Credit Party or any Restricted Subsidiary from all Dispositions
(other than Permitted Dispositions and Dispositions permitted under Sections
8.04(a)(vii)(B)(2), 8.04(a)(vii)(C) and
8.04(a)(viii))
and Involuntary Dispositions to the extent such Net Cash Proceeds are not
reinvested in assets (excluding current assets as classified by GAAP) that are
useful in the business of the Borrower and its Subsidiaries within two hundred
forty (240) days of
the date of such Disposition or Involuntary Disposition.

      


      (iii)           Debt
Issuances.  If any amount is owing with respect to any Term
Loan, immediately upon receipt by any Credit Party or any Restricted Subsidiary
of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the
Term Loans as hereafter provided in an aggregate amount equal to one hundred
percent (100%) of such Net Cash Proceeds.

      


      (iv)           Application of Mandatory
Prepayments.  All amounts required to be paid pursuant to this
Section 2.05(b)
shall be applied as follows:

      


      (A)           with
respect to all amounts prepaid pursuant to Section 2.05(b)(i),
first, ratably
to the L/C Borrowings and the Swingline Loans, second, to the
outstanding Revolving Loans, and, third, to Cash
Collateralize the remaining L/C Obligations; and

      


      (B)           with
respect to all amounts prepaid pursuant to Sections 2.05(b)(ii)
and (iii),
ratably to the Term Loans (with such amounts being applied to the remaining
principal amortization payments thereunder ratably against the scheduled
installments thereof).

      


      Within
the parameters of the applications set forth above, prepayments shall be applied
first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of
Interest Period maturities.  All prepayments under this Section 2.05(b) shall
be subject to Section
3.05, but otherwise without premium or penalty, and shall be accompanied
by interest on the principal amount prepaid through the date of
prepayment.

      


      (v)           Eurodollar Prepayment
Account.  If the Borrower is required to make a mandatory
prepayment of Eurodollar Rate Loans under this Section 2.05(b),
so long as no Event of Default exists, the Borrower shall have the right, in
lieu of making such prepayment in full, to deposit an amount equal to such
mandatory prepayment with the Administrative Agent in a cash collateral account
maintained (pursuant to documentation reasonably satisfactory to the
Administrative Agent) by and in the sole dominion and control of the
Administrative Agent.  Any amounts so deposited shall be held by the
Administrative Agent as collateral for the prepayment of such Eurodollar Rate
Loans and shall be applied to the prepayment of the applicable Eurodollar Rate
Loans at the end of the current Interest Periods applicable thereto or, sooner,
at the election of the Administrative Agent, upon the occurrence of an Event of
Default.  At the request of the Borrower, amounts so deposited shall
be invested by the Administrative Agent in Cash Equivalents maturing on or prior
to the date or dates on which it is anticipated that such amounts will be
applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash
Equivalents will be for the account of the Borrower and the Borrower will
deposit with the Administrative Agent the amount of any loss on any such Cash
Equivalents to the extent necessary
in order that the amount of the prepayment to be made with the deposited amounts
may not be reduced.


      
        
           


        

        
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      2.06           Termination
or Reduction of Aggregate Revolving Commitments.

      


      The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Revolving Commitments, or from time to time permanently reduce the Aggregate
Revolving Commitments to an amount not less than the Total Revolving
Outstandings; provided that
(i) any such notice shall be received by the Administrative Agent not later
than 12:00 noon three (3) Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount
of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and
(iii) if, after giving effect to any reduction of the Aggregate Revolving
Commitments, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the
amount of the Aggregate Revolving Commitments, such sublimit shall be
automatically reduced by the amount of such excess.  The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Revolving
Commitments.  Except as provided in Section 2.15(d), any
reduction of the Aggregate Revolving Commitments shall be applied to the
Revolving Commitment of each Lender according to its Applicable
Percentage.  All fees accrued with respect thereto until the effective
date of any termination of the Aggregate Revolving Commitments shall be paid on
the effective date of such termination.

      


      2.07           Repayment
of Loans.

      


      (a)           Revolving
Loans.  The Borrower shall repay to the Lenders on the Maturity
Date the aggregate principal amount of all Revolving Loans outstanding on such
date.

      


      (b)           Swingline
Loans.  The Borrower shall repay each Swingline Loan on the
earlier to occur of (i) the date ten (10) Business Days after such Swingline
Loan is made and (ii) the Maturity Date.

      


      (c)           Term
Loan.  The Outstanding Amount of any Term Loan established as
Incremental Credit Facilities hereunder shall be repayable as provided in the
documentation establishing such Term Loan.  Amounts repaid on any Term
Loan may not be reborrowed.

      


      2.08           Interest.

      


      (a)           Subject
to the provisions of subsection (b) below,
with respect to the Revolving Loans and Swingline Loans, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate
for such Interest Period plus the Applicable
Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the Base Rate plus the Applicable
Rate; and (iii) each Swingline Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable
Rate.  Any Term Loan established as Incremental Credit Facilities
hereunder shall bear interest on the outstanding principal amount thereof as
provided in the loan documentation establishing such Term Loan.

      


      (b)           (i)           If
any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.

       

      
        (ii)           If
any amount (other than principal of any Loan) payable by the Borrower under any
Credit Document is not paid when due (without regard to any applicable grace
periods), whether at stated maturity, by acceleration or otherwise, then upon
the request of the Required

      


      
        
           


        

        
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Lenders, such amount shall thereafter bear interest at
a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.

      


      (iii)           During
the continuance of an Event of Default under Section 9.01(e), the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

      


      (iv)           During
the continuance of an Event of Default other than an Event of Default under
Section
9.01(e), the Borrower shall, at the request of the Required Lenders, pay
interest on the principal amount of all outstanding Obligations hereunder at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.

      


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

      


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

      


      2.09           Fees.

      


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

      


      (a)           Commitment
Fee.  The Borrower shall pay to the Administrative Agent, for
the account of each Lender in accordance with its Applicable Percentage, a
commitment fee equal to the product of (i) the Applicable Rate times (ii) the actual
daily amount by which the Aggregate Revolving Commitments exceed the sum of (y)
the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of L/C
Obligations, subject to adjustment as provided in Section 2.15. The
commitment fee shall accrue at all times during the Availability Period,
including at any time during which one (1) or more of the conditions in Article V is not met,
and shall be due and payable quarterly in arrears on the last Business Day of
each March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the last day of the Availability
Period.  The commitment fee shall be calculated quarterly in arrears,
and if there is any change in the Applicable Rate during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in
effect.  For purposes of clarification, Swingline Loans shall not be
considered outstanding for purposes of determining the unused portion of the
Aggregate Revolving Commitments.

      


      (b)           Fee
Letters.  The Borrower shall pay to the Joint Lead Arrangers
and the Administrative Agent for their own respective accounts fees in the
amounts and at the times specified in the Fee Letters.  Such fees
shall be fully earned when paid and shall not be refundable for any reason
whatsoever.

      


      2.10           Computation
of Interest and Fees; Retroactive Adjustments of Applicable
Rate.

      


      (a)           All
computations of interest for Base Rate Loans (including Base Rate Loans
determined by reference to the Eurodollar Rate) shall be made on the basis of a
year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as
the case may be, and actual days elapsed.  All other computations of
fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-


      
        
           


        

        
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      day
year).  Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one (1) day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

      


      (b)           If,
as a result of any restatement of or other adjustment to the financial
statements of the Borrower or for any other reason, the Borrower or the Lenders
determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower
as of any applicable date was inaccurate and (ii) a proper calculation of the
Consolidated Leverage Ratio would have resulted in higher pricing for such
period, the Borrower shall immediately and retroactively be obligated to pay to
the Administrative Agent for the account of the applicable Lenders or the L/C
Issuer, as the case may be, promptly on demand by the Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Code, automatically and without
further action by the Administrative Agent, any Lender or the L/C Issuer), an
amount equal to the excess of the amount of interest and fees that should have
been paid for such period over the amount of interest and fees actually paid for
such period.  This paragraph shall not limit the rights of the
Administrative Agent, any Lender or the L/C Issuer, as the case may be, under
Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under
Article
IX.  The Borrower’s obligations under this paragraph shall
survive the termination of the Aggregate Revolving Commitments and the repayment
of all other Obligations hereunder.

      


      2.11           Evidence
of Debt.

      


      (a)           The
Credit Extensions made by each Lender shall be evidenced by one (1) or more
accounts or records maintained by such Lender and by the Administrative Agent in
the ordinary course of business.  The accounts or records maintained
by the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon.  Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest
error.  Upon the request of any Lender made through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a promissory note, which shall evidence such Lender’s
Loans in addition to such accounts or records.  Each such promissory
note shall (i) in the case of Revolving Loans, be in the form of Exhibit 2.11(a)-1 (a
“Revolving
Note”), (ii) in the case of Swingline Loans, be in the form of Exhibit 2.11(a)-2 (a
“Swingline
Note”) and (iii) in the case of any Term Loan, be in the form of Exhibit 2.11(a)-3 (a
“Term
Note”).  Each Lender may attach schedules to its Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.

      


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


      
        
           


        

        
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      2.12           Payments
Generally; Administrative Agent’s Clawback.

      


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

      


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

      


      (ii)           Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
time at which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the
amount due.  In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the L/C Issuer, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or the L/C Issuer, in


      
        
           


        

        
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      immediately
available funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.

      


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

      


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

      


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

      


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

      


      (f)           Insufficient
Funds.  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest and fees then due hereunder, such funds shall be applied
(i) first,
toward payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, toward
payment of principal and L/C Borrowings then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and L/C
Borrowings then due to such parties.

      


      2.13           Sharing
of Payments by Lenders.

      


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

      


      (i)           if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations


      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest; and

      


      (ii)           the
provisions of this Section shall not be construed to apply to (A) any payment
made by or on behalf of the Borrower pursuant to and in accordance with the
express terms of this Credit Agreement (including the application of funds
arising from the existence of a Defaulting Lender), (B) the application of Cash
Collateral provided for in Section 2.14, or (C)
any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans or subparticipations in L/C Obligations
or Swingline Loans to any assignee or participant, other than an assignment to
any Credit Party or any Subsidiary thereof (as to which the provisions of this
Section shall apply).

      


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

      


      2.14           Cash
Collateral.

      


      (a)           Certain Credit Support
Events.  Upon the request of the Administrative Agent or the
L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in an L/C Borrowing
(which remains unpaid), or (ii) if, as of the Letter of Credit Expiration Date,
any L/C Obligation for any reason remains outstanding, the Borrower shall, in
each case, promptly Cash Collateralize the then Outstanding Amount of all L/C
Obligations.  At any time that there shall exist a Defaulting Lender,
promptly upon the request of the Administrative Agent, the L/C Issuer or the
Swingline Lender, the Borrower shall deliver to the Administrative Agent Cash
Collateral in an amount sufficient to cover all Fronting Exposure (after giving
effect to the reallocation of such Defaulting Lender’s Applicable Percentage of
the L/C Obligations to non-Defaulting Lenders pursuant to Section 2.15(e)) and
to any Cash Collateral provided by the Defaulting Lender).

      


      (b)           Grant of Security
Interest.  All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.  The
Borrower, and to the extent provided by any Lender, such Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of
the Administrative Agent, the L/C Issuer and the Lenders (including the
Swingline Lender), and agrees to maintain, a first priority security interest in
all such cash, deposit accounts and all balances therein, and all other property
so provided as collateral pursuant hereto, and in all proceeds of the foregoing,
all as security for the obligations to which such Cash Collateral may be applied
pursuant to Section
2.14(c).  If at any time the Administrative Agent determines
that Cash Collateral is subject to any right or claim of any Person other than
the Administrative Agent as herein provided, or that the total amount of such
Cash Collateral is less than the applicable Fronting Exposure and other
obligations secured thereby, the Borrower or the relevant Defaulting Lender
will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency.

      


      (c)           Application.  Notwithstanding
anything to the contrary contained in this Credit Agreement, Cash Collateral
provided under any of this Section 2.14 or Sections 2.03, 2.04, 2.05, 2.15 or 9.02 in respect of
Letters of Credit or Swingline Loans shall be held and applied to the
satisfaction of the specific L/C Obligations, Swingline Loans, obligations to
fund participations therein (including, as to Cash Collateral provided by a
Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may be provided for herein.


      
        
           


        

        
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      (d)           Release.  Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting
Exposure or other obligations shall be released promptly following (i) the
elimination of the applicable Fronting Exposure or other obligations giving rise
thereto (including by the termination of Defaulting Lender status of the
applicable Lender (or, as appropriate, its assignee following compliance with
Section
11.06(b)(vi))) or (ii) the Administrative Agent’s good faith
determination that there exists excess Cash Collateral; provided, however, (x) that
Cash Collateral furnished by or on behalf of a Credit Party shall not be
released during the continuance of a Default or Event of Default (and following
application as provided in this Section 2.14 may be
otherwise applied in accordance with Section 9.03), and
(y) the Person providing Cash Collateral and the L/C Issuer or Swingline Lender,
as applicable, may agree that Cash Collateral shall not be released but instead
held to support future anticipated Fronting Exposure or other
obligations.

      


      2.15           Defaulting
Lenders.

      


      Notwithstanding anything to the
contrary contained in this Credit Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as that Lender is no longer a Defaulting Lender,
to the extent permitted by applicable Laws:

      


      (a)           Waivers and
Amendments.  That Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Credit
Agreement shall be restricted as set forth in Section
11.01.

      


      (b)           Reallocation of
Payments.  Any payment of principal, interest, fees or other
amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or
otherwise, and including any amounts made available to the Administrative Agent
by that Defaulting Lender pursuant to Section 11.08), shall
be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment
of any amounts owing by that Defaulting Lender to the Administrative Agent
hereunder; second, to the
payment on a pro rata basis of any amounts owing by that Defaulting Lender to
the L/C Issuer or Swingline Lender hereunder; third, if so
determined by the Administrative Agent or requested by the L/C Issuer or
Swingline Lender, to be held as Cash Collateral for future funding obligations
of that Defaulting Lender of any participation in any Swingline Loan or Letter
of Credit; fourth, as the
Borrower may request (so long as no Default exists), to the funding of any Loan
in respect of which that Defaulting Lender has failed to fund its portion
thereof as required by this Credit Agreement, as determined by the
Administrative Agent; fifth, if so
determined by the Administrative Agent and the Borrower, to be held in a
non-interest bearing deposit account and released in order to satisfy
obligations of that Defaulting Lender to fund Loans under this Credit Agreement;
sixth, to the
payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender
as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a
result of that Defaulting Lender’s breach of its obligations under this Credit
Agreement; seventh, so long as
no Default exists, to the payment of any amounts owing to the Borrower as a
result of any judgment of a court of competent jurisdiction obtained by the
Borrower against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Credit Agreement; and eighth, to that
Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that
if (x) such payment is a payment of the principal amount of any Loans or L/C
Borrowings in respect of which that Defaulting Lender has not fully funded its
appropriate share and (y) such Loans or L/C Borrowings were made at a time when
the conditions set forth in Section 5.02 were
satisfied or waived, such payment shall be applied solely to pay the Loans of,
and L/C Borrowings owed to,


      
        
           


        

        
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      all
non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or L/C Borrowings owed to, that Defaulting
Lender.  Any payments, prepayments or other amounts paid or payable to
a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(b) shall
be deemed paid to and redirected by that Defaulting Lender, and each Lender
irrevocably consents hereto.

      


      (c)           Certain
Fees.  That Defaulting Lender (x) shall not be entitled to
receive any commitment fee pursuant to Section 2.09(a) for
any period during which that Lender is a Defaulting Lender (and the Borrower
shall not be required to pay any such fee that otherwise would have been
required to have been paid to that Defaulting Lender) and (y) shall be limited
in its right to receive Letter of Credit Fees as provided in Section
2.03(h).

      


      (d)           Non-Ratable Reduction of
Revolving Commitments.  During any period in which there is a
Defaulting Lender, the Borrower may (in its discretion) apply all or any portion
(to be specified by the Borrower) of any optional reduction of unused Revolving
Commitments under Section 2.06 to
the unused Revolving Commitments of that Defaulting Lender as specified by the
Borrower before applying any remaining reduction to all Revolving Lenders in the
manner otherwise specified in Section 2.06.

      


      (e)           Reallocation of Applicable
Percentages with respect to L/C Obligations and Swingline Loans. If any
L/C Obligations or Swingline Loans are outstanding at the time a Lender becomes
a Defaulting Lender, then (i) all or any part of the Applicable Percentage of
such Defaulting Lender with respect to L/C Obligations or Swingline Loans, as
applicable will, subject to the limitation in the first proviso below,
automatically be reallocated (effective on the day such Lender becomes a
Defaulting Lender) among the other Lenders pro rata in accordance with
their respective Applicable Percentages; provided that (A)
each non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of
all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swingline Loans, may not
in any event exceed the such Lender’s Revolving Commitment as in effect at the
time of such reallocation and (B) neither such reallocation nor any payment by a
non-Defaulting Lender pursuant thereto will constitute a waiver or release of
any claim the Borrower, the Administrative Agent, the L/C Issuer, the Swingline
Lender or any other Lender may have against such Defaulting Lender or cause such
Defaulting Lender to be a non-Defaulting Lender, (ii) to the extent that all or
any portion (the “unreallocated
portion”) of the Defaulting Lender’s Applicable Percentage of L/C
Obligations or Swingline Loans cannot, or can only partially, be so reallocated
to the other Lenders, whether by reason of the first proviso in Section 2.15(e)(i)
above or otherwise, the Borrower shall within three (3) Business Days following
written notice by the Administrative Agent (x) first, prepay such
Defaulting Lender’s Applicable Percentage relating to any such outstanding
Swingline Loan (after giving effect to any partial reallocation pursuant to
clause (i)
above) and (y) second, Cash
Collateralize such Fronting Exposure with respect to any L/C Obligation (after
giving effect to any partial reallocation pursuant to clause (i) above) in
accordance with the procedures set forth in Section 2.14 for so
long as such Fronting Exposure is outstanding, (iii) if the Borrower Cash
Collateralizes any portion of such Defaulting Lender’s Fronting Exposure with
respect to any L/C Obligation pursuant to Section 2.15(e), the
Borrower shall not be required to pay any fees to such Defaulting Lender
pursuant to Section
2.03 during the period such Defaulting Lender’s Fronting Exposure is Cash
Collateralized, (iv) if the Defaulting Lender’s Applicable Percentage of the L/C
Obligation is reallocated pursuant to this Section 2.15(e), then
the fees payable to the Lenders pursuant to Section 2.03 shall be
adjusted in accordance with each such non-Defaulting Lenders’ Applicable
Percentage (after giving effect to any reallocation pursuant to clause (i) above) and
the Borrower shall not be required to pay any fees to the Defaulting Lender
pursuant to Section
2.03


      
        
           


        

        
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      with
respect to such Defaulting Lender’s Applicable Percentage of the L/C Obligation
during the period that such Defaulting Lender’s Applicable Percentage of the L/C
Obligation is reallocated, or (v) if any Defaulting Lender’s Applicable
Percentage of the L/C Obligation is neither Cash Collateralized nor reallocated
pursuant to this Section 2.15(e),
then, without prejudice to any rights or remedies of the L/C Issuer or any
Lender hereunder, all fees payable under Section 2.03 with
respect to such Defaulting Lender’s Applicable Percentage shall be payable to
the L/C Issuer until such Fronting Exposure is Cash Collateralized and/or
reallocated; and

      


      (f)           If
the Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuer
agree in writing in their discretion that a Lender that is a Defaulting Lender
should no longer be deemed to be a Defaulting Lender, the Administrative Agent
will so notify the parties hereto, whereupon, as of the effective date specified
in such notice and subject to any conditions set forth therein, such Lender will
cease to be a Defaulting Lender and any applicable Cash Collateral shall be
promptly returned to the Borrower and any Fronting Exposure of such Lender
reallocated pursuant to Section 2.15(e)(i)
shall be reallocated back to such Lender; provided that, except
to the extent otherwise expressly agreed by each affected party, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from such Lender’s having been a
Defaulting Lender.

      


      


      


      


      ARTICLE
III

      


      TAXES,
YIELD PROTECTION AND ILLEGALITY

      


      3.01           Taxes.

      


      (a)           Payments Free of Taxes;
Obligation to Withhold; Payments on Account of Taxes.  (i) Any
and all payments by or on account of any obligation of the Credit Parties
hereunder or under any other Credit Document shall to the extent permitted by
applicable Laws be made free and clear of and without reduction or withholding
for any Taxes.  If, however, applicable Laws require any Credit Party
or the Administrative Agent to withhold or deduct any Tax, such Tax shall be
withheld or deducted in accordance with such Laws as determined by such Credit
Party or the Administrative Agent, as the case may be, upon the basis of the
information and documentation to be delivered pursuant to subsection (e)
below.

      


      (ii)           If
the Credit Parties or the Administrative Agent shall be required by the Internal
Revenue Code to withhold or deduct any Taxes,
including both United States Federal backup withholding and withholding taxes,
from any payment, then (A) the Administrative Agent shall withhold or make such
deductions as are determined by the Administrative Agent to be required based
upon the information and documentation it has received pursuant to subsection (e) below,
(B) the Administrative Agent shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with the Internal
Revenue Code, and (C) to the extent that the withholding or deduction is made on
account of Indemnified Taxes or Other Taxes, the sum payable by the Credit
Parties shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, any Lender
or the L/C Issuer, as the case may be, receives an amount equal to the sum it
would have received had no such withholding or deduction been
made.  Each Lender and the L/C Issuer shall use reasonable efforts to
cooperate with the Credit Parties in seeking a refund of any payment made
pursuant to


      
        
           


        

        
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      this
Section in respect of Taxes that, in the opinion of the independent certified
accounts to the Borrower, were not correctly or legally asserted, if, in such
Lender's or L/C Issuer's sole discretion, such Lender or L/C Issuer determines
that such cooperation will not have an adverse consequence to such Lender or L/C
Issuer.

      


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

      


      (c)           Tax
Indemnification.  (i) Without limiting the provisions of subsection (a) or
(b) above, the
Credit Parties shall, and do hereby, indemnify the Administrative Agent, each
Lender and the L/C Issuer, and shall make payment in respect thereof within ten
(10) days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) withheld or deducted by
the Credit Parties or the Administrative Agent or paid by the Administrative
Agent, such Lender or the L/C Issuer, 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 Governmental Authority.  The
Credit Parties shall also, and do hereby, indemnify the Administrative Agent,
and shall make payment in respect thereof within ten (10) days after demand
therefor, for any amount which a Lender or the L/C Issuer for any reason fails
to pay indefeasibly to the Administrative Agent as required by clause (ii) of this
subsection.  A certificate as to the amount of any such payment or
liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy
to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest
error.

      


      (ii)           Without
limiting the provisions of subsection (a) or
(b) above, each
Lender and the L/C Issuer shall, and does hereby, indemnify the Credit Parties
and the Administrative Agent, and shall make payment in respect thereof within
ten (10) days after demand therefor, against any and all Taxes and any and all
related losses, claims, liabilities, penalties, interest and expenses (including
the fees, charges and disbursements of any counsel for the Borrower or the Administrative
Agent) incurred by or asserted against the Borrower or the Administrative Agent
by any Governmental Authority as a result of the failure by such Lender or the
L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered by such
Lender or the L/C Issuer, as the case may be, to the Borrower or the
Administrative Agent pursuant to subsection
(e).  Each Lender and the L/C Issuer hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing
to such Lender or the L/C Issuer, as the case may be, under this Credit
Agreement or any other Credit Document against any amount due to the
Administrative Agent under this clause
(ii).  The agreements in this clause (ii) shall
survive the resignation and/or replacement of the Administrative Agent, any
assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the
termination of the Commitments and the repayment, satisfaction or discharge of
all other Obligations.

      


      (d)           Evidence of
Payments.  Upon request by any Credit Party or the
Administrative Agent, as the case may be, after any payment of Taxes by such
Credit Party or by the Administrative Agent to a Governmental Authority as
provided in this Section 3.01, such
Credit Party shall deliver to the Administrative Agent or the Administrative
Agent shall deliver to such Credit Party, as the case may be, the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of any return required by Law to report such payment or
other evidence of such payment reasonably satisfactory to such Credit Party or
the Administrative Agent, as the case may be.


      
        
           


        

        
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      (e)           Status of Lenders; Tax
Documentation.  (i) Each Lender shall deliver to the Borrower
and to the Administrative Agent, at the time or times prescribed by applicable
Laws or when reasonably requested by the Borrower or the Administrative Agent,
such properly completed and executed documentation prescribed by applicable Laws
or by the taxing authorities of any jurisdiction and such other reasonably
requested information as will permit the Borrower or the Administrative Agent,
as the case may be, to determine (A) whether or not payments made hereunder or
under any other Credit Document are subject to Taxes, (B) if applicable, the
required rate of withholding or deduction, and (C) such Lender’s entitlement to
any available exemption from, or reduction of, applicable Taxes in respect of
all payments to be made to such Lender by the Borrower pursuant to this Credit
Agreement or otherwise to establish such Lender’s status for withholding tax
purposes in the applicable jurisdiction.

      


      (ii)           Without
limiting the generality of the foregoing, if the Borrower is resident for tax
purposes in the United States,

      


      (A)           any
Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the
Administrative Agent executed originals of Internal Revenue Service Form W-9 or
such other documentation or information prescribed by applicable Laws or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent, as the case may be, to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements; and

      


      (B)           each
Foreign Lender that is entitled under the Internal Revenue Code or any
applicable treaty to an exemption from or reduction of withholding tax with
respect to payments hereunder or under any other Credit Document shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Credit Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

      


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

      


      (II)           executed
originals of Internal Revenue Service Form W-8ECI,

      


      (III)           executed
originals of Internal Revenue Service Form W-8IMY and all required supporting
documentation,

      


      (IV)           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, (x) a
certificate to the effect that such Foreign Lender is not (A) a “bank” within
the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10
percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B)
of the Internal Revenue Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed
originals of  Internal Revenue Service Form W-8BEN, or

      


      (V)           executed
originals of any other form prescribed by applicable Laws as a basis for
claiming exemption from or a reduction in United States


      
        
           


        

        
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      Federal
withholding tax together with such supplementary documentation as may be
prescribed by applicable Laws to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made.

      


      (iii)           Each
Lender shall promptly (A) notify the Borrower and the Administrative Agent of
any change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws of any jurisdiction that the Borrower
or the Administrative Agent make any withholding or deduction for taxes from
amounts payable to such Lender.

      


      (f)           Treatment of Certain
Refunds.  Unless required by applicable Laws, at no time shall
the Administrative Agent have any obligation to file for or otherwise pursue on
behalf of a Lender or the L/C Issuer, or have any obligation to pay to any
Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds
paid for the account of such Lender or the L/C Issuer, as the case may
be.  If the Administrative Agent, any Lender or the L/C Issuer
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by any Credit Party or with
respect to which any Credit Party has paid additional amounts pursuant to this
Section, it shall pay to such Credit Party an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by
such Credit Party under this Section with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses incurred by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that each
Credit Party, upon the request of the Administrative Agent, such Lender or the
L/C Issuer, agrees to repay the amount paid over to such Credit Party (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority.  This subsection
shall not be construed to require the Administrative Agent, any Lender or the
L/C Issuer to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to the Borrower or any other
Person.

      


      3.02           Illegality.

      


      If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Loans whose interest is determined by
reference to the Eurodollar Rate, or to determine or charge interest rates based
upon the Eurodollar Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars in the London interbank market, then, on notice thereof by
such Lender to the Borrower through the Administrative Agent, (i) any obligation
of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate
Loans to Eurodollar Rate Loans shall be suspended and (ii) if such notice
asserts the illegality of such Lender making or maintaining Base Rate Loans the
interest rate on which is determined by reference to the Eurodollar Rate
component of the Base Rate, the interest rate on which Base Rate Loans of such
Lender, shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurodollar Rate component of the
Base Rate, in each case until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, (x) the Borrower shall, upon
demand from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all of such Lender’s Eurodollar Rate Loans to Base Rate
Loans (the interest rate on which Base Rate Loans of such Lender shall, if
necessary to avoid such illegality, be determined by the Administrative Agent
without reference to the Eurodollar Rate


      
        
           


        

        
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      component
of the Base Rate), either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurodollar Rate,
the Administrative Agent shall during the period of such suspension compute the
Base Rate applicable to such Lender without reference to the Eurodollar Rate
component thereof until the Administrative Agent is advised in writing by such
Lender that it is no longer illegal  for such Lender to determine or
charge interest rates based upon the Eurodollar Rate.  Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted.

      


      3.03           Inability
to Determine Rates.

      


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

      


      3.04           Increased
Costs.

      


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

      


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

      


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

      


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

      


      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Loan the interest on which is determined by reference
to the Eurodollar Rate (or of


      
        
           


        

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

      


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

      


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

      


      (d)           Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant
to the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than six (6) months prior to the date that such Lender
or the L/C Issuer, as the case may be, notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s or
the L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the six (6)-month period referred to above shall be extended to include the
period of retroactive effect thereof).

      


      3.05           Compensation
for Losses.

      


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

      


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


      
        
           


        

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

      


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

      


      including
any loss or expense arising from the liquidation or reemployment of funds
obtained by it, excluding any loss of anticipated profits, to maintain such Loan
or from fees payable to terminate the deposits from which such funds were
obtained.  The Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.

      


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

      


      3.06           Mitigation
Obligations; Replacement of Lenders.

      


      (a)           Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04,
or the Borrower is required to pay any additional amount to any Lender, the L/C
Issuer, or any Governmental Authority for the account of any Lender or the L/C
Issuer pursuant to Section 3.01, or if
any Lender gives a notice pursuant to Section 3.02, then
such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to
designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender or the L/C Issuer,
such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section
3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender or the L/C
Issuer, as the case may be, to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may
be.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender or the L/C Issuer in connection with any such
designation or assignment.

      


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

      


      3.07           Survival.

      


      All of
the Credit Parties’ obligations under this Article III shall
survive termination of the Aggregate Revolving Commitments, repayment of all
other Obligations hereunder, and resignation of the Administrative
Agent.

      


      


      ARTICLE
IV

      


      GUARANTY


      
        
           


        

        
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      4.01           The
Guaranty.

      


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

      


      Notwithstanding
any provision to the contrary contained herein or in any other of the Credit
Documents or Swap Contracts, the obligations of each Guarantor under this Credit
Agreement and the other Credit Documents shall not exceed an aggregate amount
equal to the largest amount that would not render such obligations subject to
avoidance under applicable Debtor Relief Laws.

      


      4.02           Obligations
Unconditional.

      


      The
obligations of the Guarantors under Section 4.01 are
joint and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Credit
Documents or other documents relating to the Obligations, or any substitution,
release, impairment or exchange of any other guarantee of or security for any of
the Obligations, and, to the fullest extent permitted by applicable Laws,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor
(other than a payment in full of all outstanding Obligations, unless such any
payment with respect to such Obligations is rescinded or must be otherwise
restored by any holder of the Obligations), it being the intent of this Section 4.02
that the obligations of the Guarantors hereunder shall be absolute and
unconditional under any and all circumstances.  Each Guarantor agrees
that such Guarantor shall have no right of subrogation, indemnity, reimbursement
or contribution against the Borrower or any other Guarantor for amounts paid
under this Article IV until
such time as the Obligations have been paid in full and the Commitments have
expired or terminated.  Without limiting the generality of the
foregoing, it is agreed that, to the fullest extent permitted by Law, the
occurrence of any one (1) or more of the following shall not alter or impair the
liability of any Guarantor hereunder, which shall remain absolute and
unconditional as described above:

      


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

      


      (b)           any
of the acts mentioned in any of the provisions of any of the Credit Documents or
other documents relating to the Obligations shall be done or
omitted;

      


      (c)           the
maturity of any of the Obligations shall be accelerated, or any of the
Obligations shall be modified, supplemented or amended in any respect, or any
right under any of the Credit Documents or other documents relating to the
Obligations shall be waived or any other guarantee of any of the Obligations or
any security therefor shall be released, impaired or exchanged in whole or in
part or otherwise dealt with;


      
        
           


        

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

      


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

      


      With
respect to its obligations hereunder, each Guarantor hereby expressly waives
diligence, presentment, demand of payment, protest and all notices whatsoever,
and any requirement that the Administrative Agent or any other holder of the
Obligations exhaust any right, power or remedy or proceed against any Person
under any of the Credit Documents or any other document relating to the
Obligations, or against any other Person under any other guarantee of, or
security for, any of the Obligations.

      


      4.03           Reinstatement.

      


      The
obligations of the Guarantors under this Article IV shall
be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Obligations is rescinded or must
be otherwise restored by any holder of any of the Obligations, whether as a
result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it
will indemnify the Administrative Agent and each other holder of the Obligations
on demand for all reasonable costs and expenses (including, without limitation,
the fees, charges and disbursements of counsel) incurred by the Administrative
Agent or such holder of the Obligations in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any Debtor Relief Law.

      


      4.04           Certain
Additional Waivers.

      


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

      


      4.05           Remedies.

      


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

      


      4.06           Rights of
Contribution.

      


      The
Guarantors agree among themselves that, in connection with payments made
hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable Laws.  Such contribution
rights shall be subordinate and subject in right of payment to the obligations
of such


      
        
           


        

        
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      Guarantors
under the Credit Documents and no Guarantor shall exercise such rights of
contribution until all Obligations have been paid in full and the Commitments
have terminated.

      


      4.07           Guarantee
of Payment; Continuing Guarantee.

      


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

      


      


      ARTICLE
V

      


      CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS

      


      5.01           Conditions
of Effectiveness.

      


      This
Credit Agreement shall become effective upon, and the obligation of each Lender
to make the initial Loans is subject to, the satisfaction of the following
conditions precedent:

      


      (a)           Execution of Credit
Agreement and Credit Documents.  Receipt of (i) multiple
counterparts of this Credit Agreement, (ii) multiple counterparts of the
Pledge Agreement and any other Security Document, and (iii) for the account
of each Lender requesting a promissory note, a Note, in each case (A) executed
by a duly authorized officer of each party thereto, (B) conforming to the
requirements of this Credit Agreement and (C) to the extent requested by a
Lender.

      


      (b)           Legal
Opinion.  Receipt of a New York counsel legal opinion and, to
the extent requested by the Administrative Agent, applicable local counsel
opinions relating to this Credit Agreement and the other Credit Documents and
the transactions contemplated herein and therein, in form and substance
reasonably acceptable to the Administrative Agent, which opinions shall include,
without limitation, (i) an opinion that the execution, delivery and performance
of the Credit Documents and the performance of the transactions contemplated
hereby will not conflict with any material Indebtedness of the Credit Parties or
any of the Credit Parties’ organizational documents and (ii) opinions as to
perfection of the Liens granted to the Administrative Agent pursuant to the
Security Documents.

      


      (c)           Financial
Information.  Receipt by the Administrative Agent of the
financial information of the Borrower and its Subsidiaries referred to in Section 6.01, in form
and substance reasonably satisfactory to the Administrative Agent.

      


      (d)           Absence of Legal
Proceedings.  There shall be no material pending or, to the
best knowledge of the Borrower, threatened action, suit, investigation,
proceeding, injunction, order or claim with respect to the Borrower or any of
its Subsidiaries that could reasonably be expected to have a Material Adverse
Effect.  There shall be no bankruptcy or insolvency proceeding with
respect to any Credit Party other than an Immaterial Guarantor.

      


      (e)           Corporate
Documents.  Receipt of the following (or their equivalent) for
each Credit Party, each (other than with respect to clause (iv))
certified by the secretary or assistant secretary of such Credit Party as of the
Closing Date to be true and correct and in force and effect pursuant to a
certificate substantially in the form attached hereto as Exhibit
5.01(e):

      


      (i)           Articles of
Incorporation.  Copies of the articles of incorporation or
charter documents certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state of its
organization.


      
        
           


        

        
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      (ii)           Resolutions.  Copies
of resolutions of the Board of Directors or comparable managing body approving
and adopting the respective Credit Documents, the transactions contemplated
therein and authorizing execution and delivery thereof, certified by an officer
of such Credit Party (pursuant to a secretary’s certificate in substantially the
form of Exhibit
5.01(e) attached hereto) as of the Closing Date to be true and correct
and in force and effect as of such date.

      


      (iii)           Bylaws.  Copies
of the bylaws, operating agreement or partnership agreement certified by a
secretary or assistant secretary as of the Closing Date to be true and correct
and in force and effect as of such date.

      


      (iv)           Good
Standing.  Copies, where applicable, of certificates of good
standing, existence or its equivalent certified as of a recent date by the
appropriate Governmental Authorities of the State of organization and each other
State in which the failure to so qualify and be in good standing would be
reasonably likely to have a Material Adverse Effect.

      


      (v)           Incumbency.  An
incumbency certificate of each Credit Party certified by a secretary or
assistant secretary to be true and correct as of the Closing Date.

      


      (vi)           Personal Property
Collateral.  The Administrative Agent shall have received, in
form and substance reasonably satisfactory to the Administrative
Agent:

      


      (A)           (1) searches
of UCC filings in the jurisdiction of incorporation or formation, as applicable,
of the Credit Parties, copies of the financing statements on file in such
jurisdictions evidencing that no Liens exist other than Permitted Liens and
(2) tax lien, judgment and pending litigation searches;

      


      (B)           completed
UCC financing statements for each appropriate jurisdiction as is necessary to
perfect the Administrative Agent’s security interest in the
Collateral;

      


      (C)           stock
or membership certificates, if any, evidencing the Equity Interests pledged to
the Administrative Agent pursuant to the Pledge Agreement and duly executed in
blank undated stock or transfer powers; and

      


      (D)           duly
executed consents as are necessary to perfect the Lenders’ security interest in
the Collateral.

      


      (f)           Fees.  Receipt
by the Administrative Agent and the Lenders of all fees, if any, then owing
pursuant to the Fee Letters, Section 2.09 or
pursuant to any Credit Document and receipt by legal counsel to the
Administrative Agent of all reasonable and documented fees, expenses and
disbursements required to be paid on or before the Closing Date.

      


      (g)           Officer’s
Certificate.  Receipt by the Administrative Agent of a
certificate of a Responsible Officer certifying that (i) the Borrower is in
compliance with all of the covenants in Section 7.07 both
before and after giving effect to any Loans to be made on the Closing Date on a
Pro Forma Basis, (ii) no Default or Event of Default exists, and (iii) all
representations and warranties contained herein and in the other Credit
Documents are (A) with respect to representations and warranties that contain a
materiality qualification, true and correct (after giving effect to such
materiality qualification set forth therein) and (B) with respect to
representations and warranties that do not contain a materiality qualification,
true and correct in all material respects.


      
        
           


        

        
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      (h)           Payment
Instructions.  Receipt by the Administrative Agent of payment
instructions with respect to each wire transfer to be made by the Administrative
Agent on behalf of the Lenders or the Borrower on the Closing Date setting forth
the amount of such transfer, the purpose of such transfer, the name and number
of the account to which such transfer is to be made, the name and ABA number of
the bank or other financial institution where such account is located and the
name and telephone number of an individual that can be contacted to confirm
receipt of such transfer.

      


      (i)           No Material Adverse
Effect.  There shall not have occurred since July 25, 2009 any
event or condition that has had or would be reasonably expected, either
individually or in the aggregate, to have a Material Adverse
Effect.

      


      (j)           Existing
Indebtedness.  All of the existing Indebtedness of the Borrower
and its Subsidiaries under the Existing Credit Agreement (other than the
Existing Letters of Credit) shall be repaid in full and terminated and all
security interests and Liens (other than Permitted Liens) related thereto (if
any) shall be terminated on the Closing Date.

      


      (k)           Consents.  The
Administrative Agent shall have received evidence that all necessary
governmental, corporate, shareholder and third party consents and approvals, if
any, in connection with the financings and other transactions contemplated
hereby have been received and no condition exists which would reasonably be
likely to restrain, prevent or impose any material adverse conditions on the
transactions contemplated hereby.

      


      (l)           Solvency
Certificate.  The Administrative Agent shall have received an
officer’s certificate for the Credit Parties prepared by the chief financial
officer of the Borrower as to the financial condition, solvency and related
matters of the Borrower and the Credit Parties taken as a whole, after giving
effect to the initial borrowings under the Credit Documents and the application
of the proceeds thereof, in substantially the form of Exhibit
5.01(l).

      


      (m)           Compliance with
Laws.  The financings and other transactions contemplated
hereby shall be in compliance with all applicable Laws and regulations
(including all applicable securities and banking laws, rules and
regulations).

      


      (n)           Additional
Matters.  All other documents in connection with the
transactions contemplated by this Credit Agreement shall be reasonably
satisfactory in form and substance to the Administrative Agent and the Required
Lenders.

      


      Without
limiting the generality of the provisions of the last paragraph of Section 10.03,
for purposes of determining compliance with the conditions specified in this
Section 5.01,
each Lender that has signed this Credit Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

      


      5.02           Conditions
to all Credit Extensions.

      


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

      


      (a)           Representations and
Warranties.  The representations and warranties made by any
Credit Party herein or in any other Credit Document or which are contained in
any certificate furnished at any


      
        
           


        

        
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      time
under or in connection herewith or therewith shall (i) with respect to
representations and warranties that contain a materiality qualification, be true
and correct (after giving effect to such materiality qualification set forth
therein) and (ii) with respect to representations and warranties that do
not contain a materiality qualification, be true and correct in all material
respects, in each case on and as of the date of such Credit Extension as if made
on and as of such date except for any representation or warranty made as of an
earlier date, in which case any such representation or warranty shall be true
and correct (or true and correct in all material respects, as applicable) as of
such earlier date.

      


      (b)           No Default or Event of
Default.  No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the Credit Extension to
be made on such date.

      


      (c)           Outstanding
Amounts.  Immediately after giving effect to the Credit
Extension to be made on such date (and the application of the proceeds thereof),
(i) the Total Revolving Outstandings at such time shall not exceed the
Aggregate Revolving Commitments, (ii) the L/C Obligations shall not exceed
the Letter of Credit Sublimit and (iii) the outstanding Swingline Loans
shall not exceed the Swingline Sublimit.

      


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

      


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

      


      


      ARTICLE
VI

      


      REPRESENTATIONS
AND WARRANTIES

      


      To induce
the Lenders to enter into this Credit Agreement and to make Credit Extensions
herein provided for, each of the Credit Parties hereby represents and warrants
to the Administrative Agent and to each Lender that:

      


      6.01           Financial
Condition.

      


      The
Borrower has delivered to the Administrative Agent and the Lenders
(i) balance sheets and the related statements of income and of cash flows
of the Borrower and its Subsidiaries for the Borrower’s fiscal year ended July
25, 2009 audited by Deloitte & Touche,
LLP, certified public accountants.  The financial statements referred
to above are, in all material respects, complete and correct and present fairly
the financial condition of the Borrower and its Subsidiaries in accordance with
GAAP as of such dates.  All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as disclosed
therein).

      


      6.02           No Material Adverse
Change.

      


      Since
July 25, 2009, there has been no development or event which has had or could
reasonably be expected to have a Material Adverse Effect.


      
        
           


        

        
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      6.03           Organization;
Existence.

      


      Each
Credit Party (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the
corporate or other necessary power and authority, and the legal right to own and
operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged, except as would not, in the
aggregate, have a Material Adverse Effect and (c) is duly qualified as a
foreign entity and in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business
requires such qualification, other than in such jurisdictions where the failure
to be so qualified and in good standing would not, in the aggregate, have a
Material Adverse Effect.

      


      6.04           Power; Authorization;
Enforceable Obligations.

      


      Each
Credit Party has the corporate or other necessary power and authority, and the
legal right, to make, deliver and perform the Credit Documents to which it is a
party and has taken all necessary corporate or other action to authorize the
execution, delivery and performance by it of the Credit Documents to which it is
a party.  No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with acceptance of any Credit Extension by the Borrower
or the making of the guaranties hereunder or with the execution, delivery or
performance of any Credit Documents by the Credit Parties (other than those
which have been obtained) or with the validity or enforceability of any Credit
Document against the Credit Parties.  Each Credit Document to which it
is a party constitutes a valid and legally binding obligation of each Credit
Party enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.

      


      6.05           Conflict.

      


      The
execution, delivery and performance of the Credit Documents, the Borrowings
hereunder and the use of the proceeds of the Loans will not (a) violate any
Requirement of Law applicable to the Credit Parties or the Restricted
Subsidiaries (except those as to which waivers or consents have been obtained),
(b) conflict with, result in a breach of or constitute a default under
(i) the articles of incorporation, bylaws or other organizational documents
of such Person, (ii) any material indenture, material agreement or other
material instrument to which such Person is a party or by which any of its
properties may be bound or (iii) any approval of any Governmental Authority
relating to such Person, or (c) result in, or require, the creation or
imposition of any Lien (other than Permitted Liens) on any of their respective
properties or revenues pursuant to any Requirement of Law.

      


      6.06           No Material
Litigation

      


      No claim,
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the best knowledge of the Credit
Parties, threatened by or against any Credit Party or any of its Subsidiaries or
against any of their respective properties which (a) relates to the Credit
Documents or any of the transactions contemplated hereby or thereby or
(b) could reasonably be expected to have a Material Adverse
Effect.

      


      6.07           No
Default.

      


      No
Default or Event of Default has occurred and is continuing.


      
        
           


        

        
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      6.08           Taxes.

      


      Each of
the Credit Parties and its Subsidiaries has filed, or caused to be filed, all
federal and state income tax returns and other material tax returns required to
be filed and paid (a) all amounts of taxes shown thereon to be due
(including interest and penalties) and (b) all other material taxes, fees,
assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing by it, except for such
taxes (i) which are not yet delinquent or (ii) that are being contested in good
faith and by proper proceedings, and against which adequate reserves are being
maintained in accordance with GAAP.  Neither any of the Credit Parties
nor any of its Subsidiaries are aware as of the Closing Date of any proposed tax
assessments against it or any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

      


      6.09           ERISA.

      


      Neither a
Reportable Event with respect to a Single Employer Plan nor any failure to
satisfy the minimum funding standard applicable to any Single Employer Plan
under Section 412 of the Internal Revenue Code or Section 302 of ERISA nor any
waiver of such minimum funding standard has occurred during the five (5)-year
period prior to the date on which this representation is made or deemed made,
and each Plan has complied with the applicable provisions of ERISA and the
Internal Revenue Code, except to the extent that any such occurrence or failure
to comply would not reasonably be expected to have a Material Adverse
Effect.  No termination of a Single Employer Plan has occurred
resulting in any liability that has remained underfunded, and no Lien in favor
of the PBGC or a Plan has arisen, during such five (5)-year period which could
reasonably be expected to have a Material Adverse Effect.  The present
value of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
by an amount which, as determined in accordance with GAAP, could reasonably be
expected to have a Material Adverse Effect.  Neither the Borrower nor
any ERISA Affiliate is currently subject to any liability for a complete or
partial withdrawal from a Multiemployer Plan which could reasonably be expected
to have a Material Adverse Effect.

      


      6.10           Governmental Regulations,
Etc.

      


      (a)           No
part of the proceeds of the Loans hereunder will be used, directly or
indirectly, for the purpose of purchasing or carrying any “margin stock” within
the meaning of Regulation U, or for the purpose of purchasing or carrying or
trading in any securities.  No Indebtedness being reduced or retired
out of the proceeds of the Loans hereunder was or will be incurred for the
purpose of purchasing or carrying any margin stock within the meaning of
Regulation U or any “margin security” within the meaning of Regulation
T.  “Margin stock” within the meaning of Regulation U does not
constitute more than twenty-five percent (25%) of the value of the consolidated
assets of the Borrower and its Subsidiaries.  Neither the execution
and delivery hereof by the Borrower, nor the performance by it of any of the
transactions contemplated by this Credit Agreement (including, without
limitation, the direct or indirect use of the proceeds of the Loans) will
violate or result in a violation of the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or regulations issued pursuant
thereto, or Regulation T, U or X.

      


      (b)           None
of the Credit Parties is an “investment company” registered or required to be
registered under the Investment Company Act of 1940, as amended, and is not
controlled by such a company.


      
        
           


        

        
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      6.11           Subsidiaries.

      


      Set forth
on Schedule
6.11 is a list of all the Subsidiaries of the Credit Parties, including a
list setting forth Material Domestic Subsidiaries, Material Foreign
Subsidiaries, Immaterial Domestic Subsidiaries, Immaterial Foreign Subsidiaries,
Immaterial Guarantors and Unrestricted Subsidiaries on the Closing Date, the
jurisdiction of their incorporation and the direct or indirect ownership
interest of the Borrower therein.

      


      6.12           Use of
Proceeds.

      


      The
Credit Extensions will be used solely (a) to refinance certain existing
Indebtedness, including the Existing Credit Agreement, (b) to provide
general working capital, (c) for Permitted Acquisitions and (d) for
other general corporate purposes.

      


      6.13           Compliance with Laws;
Contractual Obligations.

      


      Each
Credit Party and each Subsidiary is in compliance with all Requirements of Law,
except to the extent that the failure to comply therewith would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  None of the Credit Parties is in default under or
with respect to any of its Contractual Obligations in any respect which could
reasonably be expected to have a Material Adverse Effect.

      


      6.14           Accuracy and Completeness of
Information.

      


      All
written information, other than the Projections (as defined below), which has
been made available to the Administrative Agent or the Lenders by any Credit
Party or any Credit Parties’ representatives, taken as a whole, in connection
with the transactions contemplated hereby is complete and correct in all
material respects and does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements contained
therein not misleading, in light of the circumstances under which it has been
made, and (ii) all financial projections concerning the Borrower and its
Subsidiaries that have been made available to the Administrative Agent or the
Lenders by the Borrower and its Subsidiaries or any of their representatives
(the “Projections”) have
been prepared in good faith based upon assumptions believed in good faith by the
Borrower to be reasonable at the time furnished, it being understood and agreed
that the Projections are subject to uncertainty and that there can be no
assurances that they will be achieved and that actual results may differ
materially from the Projections.  There is no fact now known to any of
the Credit Parties which has, or could reasonably be expected to have, a
Material Adverse Effect which fact has not been set forth herein, in the
financial statements of the Credit Parties furnished to the Administrative Agent
and/or the Lenders, or in any certificate, opinion or other written statement
made or furnished by the Credit Parties to the Administrative Agent and/or the
Lenders.

      


      6.15           Environmental
Matters.

      


      (a)           Except
where such non-compliance or violation or liability could not reasonably be
expected to have a Material Adverse Effect, the facilities and properties owned,
leased or operated by any of the Credit Parties and their Subsidiaries (the
“Properties”)
do not contain any Materials of Environmental Concern in amounts or
concentrations which (i) constitute a violation of, or (ii) have resulted in
liability under, any Environmental Law.

      


      (b)           Except
where such non-compliance or violation could not reasonably be expected to have
a Material Adverse Effect, and to the best knowledge of the Credit Parties with
respect to Properties that


      
        
           


        

        
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      are
leased, the Properties and all operations of the Credit Parties and their
Subsidiaries at the Properties are in compliance, and have in the last three (3)
years been in compliance, with all applicable Environmental
Laws.  There is no violation in any material manner of any
Environmental Laws with respect to the Properties or the business operated by
any of the Credit Parties for which any of the Credit Parties has liability (the
“Business”).

      


      (c)           Except
where such non-compliance, violation or liability could not reasonably be
expected to have a Material Adverse Effect, none of the Credit Parties or any of
its Subsidiaries has received any written notice of, or otherwise become aware
of, any violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws
with regard to any of the Properties or the Business.

      


      (d)           Except
where such violation or liability could not reasonably be expected to have a
Material Adverse Effect, Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location which has given rise to liability under any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated, stored
or disposed of at, on or under any of the Properties in violation of, or in a
manner that has given rise to liability under, any applicable Environmental
Law.

      


      (e)           Except
as could not reasonably be expected to have a Material Adverse Effect, no
judicial proceeding or governmental or administrative action is pending or, to
the knowledge of any Credit Party, threatened, under any Environmental Law to
which any of the Credit Parties is or would reasonably be expected to be named
as a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial directives outstanding under any
Environmental Law with respect to the Properties or the Business.

      


      (f)           Except
where such violation or remediation could not reasonably be expected to have a
Material Adverse Effect, there has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of any of the Credit Parties in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner requiring remediation under Environmental
Laws.

      


      6.16           Solvency.

      


      The fair
saleable value of the Credit Parties’ assets, taken as a whole, measured on a
going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Credit Agreement.  The Credit Parties, taken
as a whole, (a) do not have unreasonably small capital in relation to the
business in which they are or propose to be engaged or (b) have not
incurred, or believe that they will incur after giving effect to the
transactions contemplated by this Credit Agreement, debts beyond their ability
to pay such debts as they become due.

      


      6.17           Insurance.

      


      As of the
date hereof, the present insurance coverage of the Credit Parties and the
Restricted Subsidiaries is outlined as to carrier, policy number, expiration
date, type and amount on Schedule 6.17 and
such insurance coverage complies with the requirements set forth in Section
7.05.


      
        
           


        

        
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      6.18           Foreign
Assets Control Regulations, Etc.

      


      Neither
any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the
enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the
United States of America (50 U.S.C. App. §§ 1 et seq.) (the “Trading with the Enemy
Act”), as amended.  Neither any Credit Party nor any or its
Subsidiaries is in violation of (a) the Trading with the Enemy Act, as
amended, (b) any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto or (c) the Patriot
Act.  None of the Credit Parties (i) is a blocked person
described in Section 1 of Executive Order 13224 or (ii) to the best of its
knowledge, engages in any dealings or transactions, or is otherwise associated,
with any such blocked person.

      


      6.19           Compliance with OFAC Rules
and Regulations.

      


      (a)           None
of the Credit Parties or their Subsidiaries is in violation of or has violated
any of the country or list based economic and trade sanctions administered and
enforced by OFAC that are described or referenced at
http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from
time to time.

      


      (b)           None
of the Credit Parties or their Subsidiaries (i) is a Sanctioned Person or a
Sanctioned Entity, (ii) has more than ten percent (10%) of its assets
located in Sanctioned Entities, or (iii) derives more than ten percent
(10%) of its operating income from investments in, or transactions with
Sanctioned Persons or Sanctioned Entities.  The proceeds of any Loan
will not be used and have not been used to fund any operations in, finance any
investments or activities in or make any payments to, a Sanctioned Person or a
Sanctioned Entity.

      


      6.20           Security
Documents.

      


      The
Security Documents create valid security interests in, and Liens on, the
Collateral purported to be covered thereby.  Except as set forth in
the Security Documents, upon the filing of appropriate financing statements with
the Secretary of State of the state of incorporation or organization for each
Credit Party and the Administrative Agent obtaining control or possession (in
the State of New York, with respected to certificated securities) over those
items of Collateral in which a security interest is perfected through control or
possession, the Administrative Agent shall have perfected security interests and
Liens in the Collateral, prior to all other Liens other than Permitted
Liens.

      


      


      ARTICLE
VII

      


      AFFIRMATIVE
COVENANTS

      


      The
Credit Parties covenant and agree that on the Closing Date, and so long as this
Credit Agreement is in effect and until the Commitments have been terminated, no
Loans remain outstanding and all amounts owing hereunder or under any other
Credit Document (other than indemnification obligations which survive the
termination of this Credit Agreement) have been paid in full, the Credit Parties
shall, and shall cause each Restricted Subsidiary to:

      


      7.01           Financial
Statements.

      


      Furnish,
or cause to be furnished, to the Administrative Agent for the benefit of the
Lenders:


      
        
           


        

        
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      (a)           Audited Financial
Statements.  As soon as available, but in any event within
ninety (90) days after the end of each fiscal year of the Borrower (commencing
with the fiscal year ending July 31, 2010), a consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of the fiscal year and the related
consolidated statements of income, retained earnings, shareholders’ equity and
cash flows for the year, audited by an independent certified public accounting
firm of nationally recognized standing, setting forth in each case in
comparative form the figures for the previous year, reported without a “going
concern” or like qualification or exception, or qualification indicating that
the scope of the audit was inadequate to permit such independent certified
public accountants to certify such financial statements without such
qualification.  In the event the footnotes to the financial statements
delivered pursuant to this Section 7.01(a) do
not include a schedule providing a break-out of the Borrower and the Guarantors
in form and substance reasonably satisfactory to the Administrative Agent, such
schedule, which shall be in form and substance reasonably satisfactory to the
Administrative Agent, shall be provided to the Administrative
Agent.

      


      (b)           Company-Prepared Financial
Statements.  As soon as available, but in any event within
forty-five (45) days after the end of each of the first three (3) fiscal
quarters of the Borrower (commencing with the fiscal quarter ending October 23,
2010), a company-prepared consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of the quarter and related company-prepared
consolidated statements of income for such quarterly period and for the fiscal
year to date and cash flows for the fiscal year to date; in each case setting
forth in comparative form the consolidated figures for the corresponding period
or periods of the preceding fiscal year or the portion of the fiscal year ending
with such period, as applicable, in each case subject to normal recurring
year-end adjustments.  In the event the footnotes to the financial
statements delivered pursuant to this Section 7.01(b) do
not include a schedule providing a break-out of the Borrower and the Guarantors,
in form and substance reasonably satisfactory to the Administrative Agent, such
schedule, which shall be in form and substance reasonably satisfactory to the
Administrative Agent, shall be provided to the Administrative
Agent.

      


      (c)           Annual Operating
Budget.  As soon as available, but in any event within sixty
(60) days after the end of each fiscal year of the Borrower, a copy of a
detailed annual operating budget of the Borrower and its Subsidiaries for the
next four (4) fiscal quarter period prepared on a quarterly basis, in form and
substance reasonably satisfactory to the Administrative Agent, together with a
summary of the material assumptions made in the preparation of such annual
budget.  The annual operating budget delivered pursuant to this Section 7.01(c) shall
be accompanied by a schedule providing, in form and substance reasonably
satisfactory to the Administrative Agent, a break-out of the Borrower and the
Guarantors taken as a whole.

      


      All such
financial statements shall be complete and correct in all material respects
(subject, in the case of interim statements, to normal recurring year-end
adjustments) and shall be prepared in reasonable detail and in accordance with
GAAP applied consistently throughout the periods reflected therein and further
accompanied by a description of, and an estimation of the effect on the
financial statements on account of, a change in the application of accounting
principles as provided in Section
1.03.

      


      7.02           Certificates;
Other Information.

      


      Furnish,
or cause to be furnished, to the Administrative Agent for distribution to the
Lenders:

      


      (a)           Accountant’s Certificate and
Reports.  Concurrently with the delivery of the financial
statements referred to in Section 7.01(a)
above, a certificate of the independent certified public accountants reporting
on such financial statements stating that in making the examination necessary
therefor no knowledge was obtained of any Default or Event of Default relating
to financial or accounting matters or violations of Section 7.07, except
as specified in such certificate.


      
        
           


        

        
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      (b)           Officer’s
Certificate.  Concurrently with the delivery of the financial
statements referred to in Sections 7.01(a) and
7.01(b) above,
a certificate of a Responsible Officer, delivered to the Administrative Agent at
its credit contact address, with a copy to the Administrative Agent at its
syndication agency services address, in each case as set forth in Section 11.02,
stating that, to the best of such Responsible Officer’s knowledge and belief,
(i) the financial statements fairly present in all material respects the
financial condition of the parties covered by such financial statements,
(ii) during such period each Credit Party has observed or performed its
covenants and other agreements hereunder and under the other Credit Documents,
and satisfied the conditions contained in this Credit Agreement to be observed,
performed or satisfied by it (except to the extent waived in accordance with the
provisions hereof) and (iii) such Responsible Officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate.  Such certificate shall include (i) the calculations
required to indicate compliance with Section 7.07 as of
the last day of the period covered by such financial statements and (ii) solely
with respect to the certificate delivered in connection with Section 7.01(a), an
updated Schedule
6.11 as of the most recently ended fiscal quarter of the
Borrower.  A form of Compliance Certificate is attached as Exhibit 7.02(b);
provided that
the Borrower shall deliver an updated Schedule 6.11 each
time a Guarantor is required to be added pursuant to Section 7.09 or is
released from its obligations in a transaction permitted by this Credit
Agreement.

      


      (c)           Public
Information.  Promptly after the same are sent, copies of all
reports (other than those otherwise provided pursuant to Section 7.01 or
accessible to the public via www.sec.gov or any successor or other website
maintained by the SEC) and other financial information which any Credit Party
sends to its public stockholders, and promptly upon written request after the
same are filed, copies of all financial statements and non-confidential reports
which any Credit Party may make to, or file with, the SEC.

      


      (d)           Permitted Acquisition
Report.  Where the total consideration, including, without
limitation, assumed Indebtedness, earnout payments and any other deferred
payments (the “Total
Consideration”) for such Permitted Acquisition is expected to exceed
$50,000,000:

      


      (i)           not
less than five (5) Business Days prior to the consummation of such Permitted
Acquisition, a reasonably detailed description of the material terms of (A) such
Permitted Acquisition (including, without limitation, the purchase price and
method and structure of payment) and (B) each Target;

      


      (ii)           (A) if
the Total Consideration is expected to be greater than $50,000,000 but less than
$150,000,000, not less than five (5) Business Days prior to the consummation of
such Permitted Acquisition, audited financial statements (or, if unavailable,
management-prepared financial statements) of the Target for its two (2) most
recent fiscal years and unaudited year-to-date statements through the most
recently prepared fiscal quarter and (B) if the Total Consideration is expected
to be greater than or equal to $150,000,000, (I) not later than the date and
time required by the SEC for delivery of such audited financial statements of
the Target, audited financial statements of the Target for its two (2) most
recent fiscal years prepared by a nationally recognized independent certified
public accountants or by independent certified public accountants reasonably
acceptable to the Administrative Agent and unaudited fiscal year-to-date
statements for the most recent fiscal quarter or (II) if the audited financial
statements of the Target referenced in clause (I) are
unavailable five (5) Business Days prior to the consummation of such Permitted
Acquisition, not less than five (5) Business Days prior to the consummation of
such Permitted Acquisition, unaudited financial statements of the Target and its
Subsidiaries, certified by the chief executive officer, chief financial officer,
treasurer or controller of the Target to the effect that such statements are
fairly stated in all material respects when considered in


      
        
           


        

        
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      relation
to the consolidated financial statements of the Target and its Subsidiaries,
subject only to normal year-end audit adjustments and the absence of
footnotes;

      


      (iii)           if
the Total Consideration is expected to be greater than $150,000,000,
consolidated projected income statements of the Borrower and its consolidated
Subsidiaries (giving effect to such Permitted Acquisition and the consolidation
with the Borrower of each relevant Target) for the three (3)-year period
following the consummation of such Permitted Acquisition, in reasonable detail,
together with any appropriate statement of assumptions and pro forma adjustments
reasonably acceptable to the Administrative Agent; and

      


      (iv)           a
certificate, in form and substance reasonably satisfactory to the Administrative
Agent, executed by a Responsible Officer of the Borrower (A) setting forth
the best good faith estimate of the Total Consideration to be paid for each
Target, (B) certifying that (y) such Permitted Acquisition complies with
the requirements of this Credit Agreement and (z) after giving effect to such
Permitted Acquisition and any borrowings in connection therewith, the Borrower
believes in good faith that it will have sufficient availability under the
Aggregate Revolving Commitments to meet its ongoing working capital requirements
and (C) demonstrating compliance with clauses (b) and (d) of the definition
of the Permitted Acquisition.

      


      (e)           Regulation U
Certificate.  Upon the request of any Lender or the
Administrative Agent, a certificate in conformity with the requirements of FR
Form U-1 referred to in Regulation U, signed by a Responsible Officer, stating
that no part of the proceeds of the Loans under this Credit Agreement will be
used, directly or indirectly, for the purpose of purchasing or carrying any
“margin stock” within the meaning of Regulation U, or for the purpose of
purchasing or carrying or trading in any securities.

      


      (f)           Other
Information.  Promptly, such additional financial and other
information as the Administrative Agent, at the request of any Lender, may from
time to time reasonably request.

      


      7.03           Notices.

      


      Give
notice to the Administrative Agent and each Lender of:

      


      (a)           Defaults.  Promptly
(but in any event within two (2) Business Days), after any Credit Party knows or
has reason to know thereof, the occurrence of any Default or Event of
Default.

      


      (b)           Legal
Proceedings.  Promptly, any litigation, or any investigation or
proceeding (including without limitation, any environmental proceeding) known to
a Credit Party, relating to a Credit Party or any of its Subsidiaries which
would reasonably be expected to have a Material Adverse Effect.

      


      (c)           ERISA.  Promptly,
(i) the occurrence of (or if a Responsible Officer determines it is
reasonably expected to occur) any Reportable Event with respect to any Plan, a
failure to make any required material contribution to a Plan, the creation of
any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any
withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan or (ii) the institution of proceedings or the taking of
any other action by the PBGC or the Borrower or any ERISA Affiliate or any
Multiemployer Plan with respect to the withdrawal from, or the terminating,
Reorganization or Insolvency of, any Plan.

      


      (d)           Other.  Promptly,
any other development or event which a Responsible Officer of the Borrower
determines is reasonably likely to have a Material Adverse
Effect.


      
        
           


        

        
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      Each
notice pursuant to this Section 7.03 shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower proposes to take with respect thereto.

      


      7.04           Maintenance of Existence;
Compliance with Laws; Contractual Obligations.

      


      (a)           (i) Except
as permitted under Section 8.04,
preserve, renew and keep in full force and effect the corporate existence of
(A) each of the Credit Parties and (B) each Subsidiary that is not a
Credit Party, where such failure to preserve, renew and keep in full force and
effect the corporate existence of such Subsidiary could reasonably be expected
to have a Material Adverse Effect and (ii) take all reasonable action to
maintain all rights, privileges, licenses and franchises necessary or desirable
in the normal conduct of its business other than any such rights, privileges,
licenses and franchises the loss of which would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

      


      (b)           Comply
with all Requirements of Law (including, without limitation, all Environmental
Laws and ERISA) applicable to it except to the extent that failure to comply
therewith would not, in the aggregate, have a Material Adverse
Effect.

      


      (c)           Fully
perform and satisfy all of its obligations under all of its Contractual
Obligations except to the extent that failure to perform and satisfy such
obligations would not, in the aggregate, have a Material Adverse
Effect.

      


      7.05           Maintenance of Property;
Insurance.

      


      Keep all
material property useful and necessary in its business in reasonably good
working order and condition (ordinary wear and tear excepted); maintain with
financially sound and reputable insurance companies casualty, liability,
business interruption and such other insurance (which may include plans of
self-insurance) with such coverage and deductibles, and in such amounts as may
be consistent with prudent business practice and in any event consistent with
normal industry practice; and furnish to the Administrative Agent, upon written
request, full information as to the insurance carried.

      


      7.06           Inspection of Property;
Books and Records; Discussions.

      


      Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its businesses and activities; and permit,
during regular business hours and upon reasonable notice by the Administrative
Agent, the Administrative Agent to visit and inspect any of its properties and
examine and make abstracts (including photocopies) from any of its books and
records at any reasonable time, and to discuss the business, operations,
properties and financial and other condition of the Credit Parties and their
Restricted Subsidiaries with officers and employees of the Credit Parties and
their Restricted Subsidiaries and with their independent certified public
accountants.  The cost of the inspection referred to in the preceding
sentence shall be for the account of the Lenders unless an Event of Default has
occurred and is continuing, in which case the cost of such inspection shall be
for the account of the Borrower.

      


      7.07           Financial
Covenants.

      


      (a)           Consolidated Leverage
Ratio:  Maintain a Consolidated Leverage Ratio of the Borrower
and its Restricted Subsidiaries, which shall be calculated at the end of each
fiscal quarter of the Borrower, of not greater than 3.00 to
1.00.


      
        
           


        

        
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      (b)           Consolidated Interest
Coverage Ratio.  Maintain a Consolidated Interest Coverage
Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated
at the end of each fiscal quarter of the Borrower during the periods set forth
below, of not less than the ratio set forth below opposite such
period:

      


      
        	
                Fiscal Quarters Ending

              	
                Minimum Consolidated Interest Coverage
      Ratio

              
	
                July
      31, 2010 through April 28, 2012

              	
                2.75:1.00

              
	
                July
      28, 2012 and each fiscal quarter thereafter

              	
                3.00:1.00

              


      

      


      7.08           Use of
Proceeds.

      


      Use the
Loans solely for the purposes provided in Section
6.12.

      


      7.09           Additional
Guarantors.

      


      (a)           Cause
(i) each of the Borrower’s Material Domestic Subsidiaries that is a Restricted
Subsidiary which is not a party to this Credit Agreement, whether newly formed,
after acquired or otherwise existing and (ii) any guarantor of the Senior
Subordinated Notes or other Subordinated Indebtedness which is not a party to
this Credit Agreement, to promptly become a “Guarantor” hereunder by way of
execution and delivery of a Guarantor Joinder Agreement, together with a
secretary’s certificate, an incumbency certificate, resolutions, a good standing
certificate, organization documents, a New York legal counsel opinion and, with
respect to Material Domestic Subsidiaries, a local counsel opinion (with such
legal opinions substantially similar in form and substance to those legal
opinions delivered on the Closing Date).

      


      (b)           To
the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than
Unrestricted Subsidiaries) which are not Guarantors collectively  own
greater than fifteen percent (15%) of Consolidated Total Assets, cause one (1)
or more of such Immaterial Domestic Subsidiaries to promptly become a
“Guarantor” hereunder by way of execution of a Guarantor Joinder Agreement,
together with a secretary’s certificate, an incumbency certificate, resolutions,
a good standing certificate, organization documents and a New York legal counsel
opinion (substantially similar in form and substance to those legal opinions
delivered on the Closing Date), to reduce the Consolidated Total Assets
ownership percentage of the remaining Immaterial Domestic Subsidiaries that are
not Guarantors to fifteen percent (15%) or below; provided that
(i) the Credit Parties may elect to release any Immaterial Domestic
Subsidiary as a Guarantor hereunder to the extent the Borrower delivers to the
Administrative Agent a certificate of a Responsible Officer certifying that,
after giving effect to such release, the Borrower’s Immaterial Domestic
Subsidiaries that are not Guarantors collectively own less than fifteen percent
(15%) of Consolidated Total Assets and (ii) it is acknowledged and agreed
that upon receipt of such certificate, such Immaterial Domestic Subsidiary shall
be released as a Guarantor hereunder and the Administrative Agent shall take
such action to evidence such release of such Immaterial Domestic Subsidiary from
its Guaranty as is reasonably requested by, and at the expense of, the Credit
Parties.

      


      (c)           Notwithstanding
anything to the contrary in this Section 7.09, if the
Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance
with the terms of the definition of Unrestricted Subsidiary, it is acknowledged
and agreed that such Guarantor shall be released from its Guaranty and that the
Administrative Agent shall take such action to evidence such release of such
Guarantor from its Guaranty as is reasonably requested by, and at the expense
of, the Credit Parties.


      
        
           


        

        
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      7.10           Payment
of Obligations.

      


      Pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all of its federal taxes, state income taxes and
other material taxes and all of its other material obligations and liabilities
of whatever nature and any additional costs that are imposed as a result of any
failure to so pay, discharge or otherwise satisfy such obligations and
liabilities, except when the amount or validity of such obligations, liabilities
and costs is currently being contested in good faith by appropriate proceedings
and reserves, if applicable, in conformity with GAAP with respect thereto have
been provided on the books of the Borrower or its Restricted Subsidiaries, as
the case may be.

      


      7.11           Environmental
Laws.

      


      (a)           Comply
in all material respects with, and take commercially reasonably steps to ensure
compliance in all material respects by all tenants and subtenants, if any, with,
all applicable Environmental Laws and obtain and comply in all material respects
with and maintain, and take commercially reasonably steps to ensure that all
tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and

      


      (b)           Conduct
and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
promptly comply in all material respects with all lawful orders and directives
of all Governmental Authorities regarding Environmental Laws except to the
extent that the same are being contested in good faith by appropriate
proceedings and the pendency of such proceedings could not reasonably be
expected to have a Material Adverse Effect.

      


      7.12           Pledged
Assets.

      


      Cause one
hundred percent (100%) of the Equity Interests in each of its direct or indirect
Domestic Subsidiaries (other than Unrestricted Subsidiaries, Immaterial Domestic
Subsidiaries and any Domestic Subsidiary owned by a Foreign Subsidiary) and
sixty-five percent (65%) (to the extent the pledge of a greater percentage would
be unlawful or would cause any materially adverse tax consequences to the
Borrower or any Guarantor) of the voting Equity Interests and one hundred
percent (100%) of the non-voting Equity Interests of its first-tier Foreign
Subsidiaries (other than Unrestricted Subsidiaries and Immaterial Foreign
Subsidiaries), in each case to the extent owned by such Credit Party, to be
subject to a first priority, perfected Lien in favor of the Administrative Agent
pursuant to the terms and conditions of the Security Documents; provided that the
Credit Parties shall not be required to grant or maintain any such Liens after
the Collateral Release Date and the Administrative Agent shall take all action
reasonably required to release such Liens, including the delivery to the
Borrower of all stock certificates and stock powers held by the Administrative
Agent and the filing of UCC financing termination statements; provided, further, however, if the
Borrower’s corporate family rating from Moody’s is downgraded below Baa3 or the
Borrower’s corporate rating from S&P is downgraded below BBB-, or either the
Borrower’s corporate family rating from Moody’s or the Borrower’s corporate
rating from S&P fails to be in effect, each Credit Party shall grant to the
Administrative Agent the Liens contemplated by this Section 7.12 and
shall take all actions required hereunder to reinstate the Liens on Collateral
granted pursuant to the Security Documents immediately prior to the Collateral
Release Date.  In the event that (a) a Guarantor is designated by the
Borrower as an Unrestricted Subsidiary in accordance with the terms of the
definition of Unrestricted Subsidiary, (b) any Equity Interests pledged under
the Pledge Agreement are Disposed of in a transaction permitted under this
Credit Agreement, (c) any issuer of Equity Interests pledged under the Pledge
Agreement is dissolved in compliance with this Credit Agreement or (d) any
Pledgor is released, dissolved or the subject of a merger (in which
the


      
        
           


        

        
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      Pledgor
is not the surviving entity) in a transaction permitted under this Credit
Agreement, the Administrative Agent shall promptly take such actions reasonably
requested by, and at the expense of, the Credit Parties to release the Lien on
such Equity Interests or to release such Pledgor, including without limitation
the delivery to the Borrower of such Subsidiary’s certificated Equity Interests
and stock powers previously delivered to it, if any, and the filing of a UCC
termination statement with respect to any UCC financing statement pertaining to
such Equity Interests.

      


      7.13           Further
Assurances.

      


      (a)           To
the extent the Credit Parties are required to pledge any Collateral in
accordance with the terms hereof or the Security Documents, upon the reasonable
request of the Administrative Agent, promptly perform or cause to be performed
any and all acts and execute or cause to be executed any and all documents for
filing under the provisions of the UCC or any other Requirement of Law which are
necessary or advisable to maintain in favor of the Administrative Agent, for the
benefit of the Secured Parties, Liens on the Collateral that are duly perfected
in accordance with the requirements of, or the obligations of the Credit Parties
under, the Credit Documents and all applicable Requirements of Law.

      


      (b)           Upon
the request of the Administrative Agent, promptly cause to be delivered to the
Administrative Agent a local counsel opinion, in form and substance
substantially similar to the local counsel opinions received on the Closing Date
pursuant to Section
5.01(b) and otherwise reasonably satisfactory to the Administrative Agent
and at the Credit Parties’ expense, with respect to any Guarantor that has
become a Material Domestic Subsidiary since the Closing Date for which the
Administrative Agent did not receive a legal opinion on the Closing Date
pursuant to Section
5.01(b).

      


      


      


      ARTICLE
VIII

      


      NEGATIVE
COVENANTS

      


      The
Credit Parties covenant and agree that on the Closing Date, and so long as this
Credit Agreement is in effect and until the Commitments have been terminated, no
Loans remain outstanding and all amounts owing hereunder or under any other
Credit Document (other than indemnification obligations which survive the
termination of this Credit Agreement) have been paid in full:

      


      8.01           Indebtedness.

      


      Each of
the Credit Parties will not, nor will it permit any of the Restricted
Subsidiaries to, contract, create, incur, assume or permit to exist any
Indebtedness, except:

      


      (a)           Indebtedness
arising or existing under this Credit Agreement and the other Credit
Documents;

      


      (b)           Indebtedness
of the Borrower and its Subsidiaries existing as of the Closing Date as
referenced in the financial statements referenced in Section 6.01 (and set
out more specifically in Schedule 8.01) hereto
and renewals, replacements, refinancings or extensions thereof in a principal
amount not in excess of that outstanding as of the date of such renewal,
refinancing or extension plus any reasonable
fees, premiums and other financing costs payable in connection
therewith;

      


      (c)           Indebtedness
of the Borrower and its Restricted Subsidiaries incurred after the Closing Date
consisting of Capital Leases or Indebtedness incurred to provide all or a
portion of the purchase


      
        
           


        

        
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      price or
cost of construction of an asset provided that
(i) such Indebtedness when incurred shall not exceed the purchase price or
cost of construction of such asset; (ii) no such Indebtedness shall be
refinanced for a principal amount in excess of the principal balance outstanding
thereon at the time of such refinancing plus any reasonable
fees, premiums and other financing costs payable in connection therewith; and
(iii) the total amount of all such Indebtedness shall not exceed
$30,000,000 at any time outstanding;

      


      (d)           unsecured
intercompany Indebtedness among the Borrower and its Restricted Subsidiaries,
provided that
any such Indebtedness shall be fully subordinated to the Obligations hereunder
on terms reasonably satisfactory to the Administrative Agent;

      


      (e)           Indebtedness
and obligations owing under Swap Contracts entered into in order to manage
existing or anticipated interest rate, exchange rate or commodity price risks
and not for speculative purposes;

      


      (f)           Indebtedness
and obligations of the Credit Parties and the Restricted Subsidiaries owing
under documentary letters of credit for the purchase of goods or other
merchandise generally;

      


      (g)           Guaranty
Obligations in respect of Indebtedness of any Credit Party or any Restricted
Subsidiary to the extent such Indebtedness is permitted to exist or be incurred
pursuant to this Section 8.01;

      


      (h)           obligations
with respect to surety bonds and performance bonds incurred in the ordinary
course of business;

      


      (i)           Indebtedness
of the Credit Parties and the Restricted Subsidiaries in an amount not to exceed
$125,000,000 in the aggregate at any time outstanding;

      


      (j)           the
Senior Subordinated Notes and any Guaranty Obligations of any Credit Party in
respect thereof;

      


      (k)           Indebtedness
arising from netting services, overdraft protection, cash management obligations
and otherwise in connection with deposit, securities and commodities accounts in
the ordinary course of business;

      


      (l)           Indebtedness
arising from agreements providing for indemnification, holdbacks, working
capital or other purchase price adjustments, earn-outs, non-compete agreements,
deferred compensation or similar obligations, or from guaranties, surety bonds
or performance bonds securing the performance of the Borrower and any Restricted
Subsidiary pursuant to such agreements, in connection with Permitted
Acquisitions or dispositions permitted hereunder;

      


      (m)           Indebtedness
consisting of Investments permitted by clauses (c), (j), (k) and (l) the definition of
Permitted Investments; and

      


      (n)           Indebtedness
of any Person that becomes a Subsidiary of the Borrower after the date hereof or
assumed in connection with a Permitted Acquisition, which Indebtedness is
existing at the time such Person becomes a Subsidiary of the Borrower or at the
time of the Permitted Acquisition and was not incurred solely in contemplation
of such Person’s becoming a Subsidiary or such Permitted Acquisition;
and


      
        
           


        

        
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      (o)           all
premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in the
foregoing clauses.

      


      8.02           Liens.

      


      Each of
the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, contract, create, incur, assume or permit to exist any Lien
with respect to any of its property or assets of any kind (whether real or
personal, tangible or intangible), whether now owned or hereafter acquired,
except for Permitted Liens.

      


      8.03           Nature of
Business.

      


      Each of
the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, alter the character of its business in any material respect
from that conducted as of the Closing Date.

      


      8.04           Consolidation, Merger, Sale
or Purchase of Assets, etc.

      


      Each of
the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to,

      


      (a)           dissolve,
liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of
its property or assets except the following, without duplication, shall be
expressly permitted:

      


      (i)           the
sale, transfer (including by way of license), lease or other disposition of
inventory, materials, tools, property, equipment, software and intellectual
property, whether now owned or hereafter acquired, in the ordinary course of
business, including any of the foregoing with an Unrestricted Subsidiary
(subject to Section
8.06);

      


      (ii)           the
sale, lease, transfer or other disposition of obsolete or worn-out property or
assets, whether now owned or hereafter acquired, in the ordinary course of
business;

      


      (iii)           the
sale, transfer or other disposition of cash and Cash Equivalents for fair market
value;

      


      (iv)           Dispositions
of accounts receivable in connection with the collection or compromise thereof
in the ordinary course of business;

      


      (v)           licenses,
sublicenses, leases or subleases granted to others not interfering in any
material respect with the business of the Borrower and its
Subsidiaries;

      


      (vi)           the
disposition of property or assets as a direct result of a Recovery
Event;

      


      (vii)           (A)
the sale, lease or transfer (including by way of license) of property or assets
between Credit Parties, (B) the sale, lease or transfer (including by way of
license) of other property or assets between (1) any Credit Party and any
Restricted Subsidiary in an aggregate amount not to exceed $25,000,000 during
the term of this Credit Agreement and (2) subject to Section 8.06, any
Credit Party or any Restricted Subsidiary and any Unrestricted Subsidiary in an
aggregate amount not to exceed $25,000,000 during the term of this Credit
Agreement, (C) the sale, lease or transfer (including by way of license) of
property or assets between Subsidiaries that are not Credit
Parties;


      
        
           


        

        
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      (viii)           (A)
the sale, lease or transfer (including by way of license) of property or assets
not to exceed $50,000,000 in the aggregate in any fiscal year and (B) the sale
lease or transfer (including by way of license) of property or assets not to
exceed $35,000,000 during the term of this Credit Agreement; provided, that the
aggregate amount of property or assets sold, leased or transferred (including by
way of license) pursuant to the immediately foregoing clauses (A) and (B) shall not exceed
$60,000,000 in the aggregate in any fiscal year;

      


      (ix)           the
liquidation and/or dissolution of any Immaterial Domestic Subsidiary or any
Immaterial Foreign Subsidiary; provided that the
Credit Parties shall remain in compliance with Section 7.09(b) after
giving effect to any such liquidation or dissolution; and

      


      (x)           Dispositions
and Investments permitted under Section
8.05.

      


      provided, that, in
the case of clauses
(i), (iii) and (vi) above, at least
seventy-five percent (75%) of the consideration received therefor by the
Borrower or any such Subsidiary is in the form of cash or Cash Equivalents;
or

      


      (b)           (i) purchase,
lease or otherwise acquire (including by way of license), whether in a single
transaction or a series of related transactions, the property or assets of any
Person (other than purchases or other acquisitions of inventory, materials,
tools, property, equipment, software or intellectual property in the ordinary
course of business, including any of the foregoing with an Unrestricted
Subsidiary (subject to Section 8.06), except
as otherwise limited or prohibited herein) or (ii) enter into any
transaction of merger or consolidation, except, in each case, for
(A) Investments or acquisitions permitted pursuant to Section 8.05,
(B) the merger or consolidation of a Credit Party or other Subsidiary with
and into another Credit Party (with the Credit Party being the surviving
entity), (C) the merger or consolidation of an Unrestricted Subsidiary with and
into any Restricted Subsidiary or another Unrestricted Subsidiary or (D) the
merger or consolidation of a Restricted Subsidiary with and into another
Restricted Subsidiary.

      


      8.05           Advances; Investments and
Loans.

      


      Each of
the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, make any Investment except for Permitted
Investments.

      


      8.06           Transactions with
Affiliates.

      


      Except as
permitted under this Credit Agreement or among Credit Parties or wholly owned
Restricted Subsidiaries, each of the Credit Parties will not, nor will it permit
any of its Restricted Subsidiaries to, enter into any transaction or series of
transactions, whether or not in the ordinary course of business, with any
officer, director, shareholder or Affiliate other than on terms and conditions
substantially as favorable as would be obtainable in a comparable arm’s-length
transaction with a Person other than an officer, director, shareholder or
Affiliate.

      


      8.07           Fiscal Year; Organizational
Documents; Senior Subordinated Notes.

      


      Each of the Credit Parties will not,
nor will it permit any of its Restricted Subsidiaries to, (a) change its fiscal
year and (b) amend, modify or change its articles of incorporation (or corporate
charter or other similar organizational document) or bylaws (or other similar
document) in any manner materially


      
        
           


        

        
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      adverse
to the interests of the Lenders without the prior written consent of the
Required Lenders; provided that no
Credit Party shall (i) except as permitted under Section
8.04, alter its legal existence or, in one transaction or a series
of transactions, merge into or consolidate with any other entity, or sell all or
substantially all of its assets, (ii) change its state of incorporation or
organization, without providing thirty (30) days prior written notice to the
Administrative Agent (or such shorter period as the Administrative Agent may
consent to) and without filing (or confirming that the Administrative Agent has
filed) such financing statements and amendments to any previously filed
financing statements as the Administrative Agent may require or
(iii) change its registered legal name, without providing thirty (30) days
prior written notice to the Administrative Agent (or such shorter period as the
Administrative Agent may consent to) and without filing (or confirming that the
Administrative Agent has filed) such financing statements and amendments to any
previously filed financing statements as the Administrative Agent may
require.

      


      Each of
the Credit Parties will not, nor will it permit any Subsidiary to, without the
prior written consent of the Required Lenders, amend, modify or permit the
amendment or modification of any subordination provision in the Senior
Subordinated Notes or any other Subordinated Indebtedness or in any indenture,
purchase agreement or other agreement governing the Senior Subordinated Notes or
other Subordinated Indebtedness.

      


      8.08           Limitation on Restricted
Actions.

      


      Each of
the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
such Person to (a) pay dividends or make any other distributions to any
Credit Party on its Equity Interests or with respect to any other interest or
participation in, or measured by, its profits, (b) pay any Indebtedness or
other obligation owed to any Credit Party, (c) make loans or advances to
any Credit Party, (d) sell, lease or transfer any of its properties or
assets to any Credit Party, or (e) act as a Guarantor and pledge its assets
pursuant to the Credit Documents or any renewals, refinancings, exchanges,
refundings or extension thereof, except (in respect of any of the matters
referred to in clauses
(a)-(d)
above) for such encumbrances or restrictions existing under or by reason of
(i) this Credit Agreement or any other Credit Document,
(ii) applicable Laws, (iii) any document or instrument governing
Indebtedness incurred pursuant to Sections 8.01(c),
(i) or (n); provided that (A)
with respect to Indebtedness incurred pursuant to Section 8.01(c) and
(n), any such
restriction contained therein relates only to the asset or assets constructed or
acquired in connection therewith and (B) with respect to Indebtedness incurred
pursuant to Section
8.01(i), any such restriction shall not apply to this Credit Agreement or
any other Credit Document or (iv) any Permitted Lien or any document or
instrument governing any Permitted Lien; provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien.

      


      8.09           Restricted
Payments.

      


      Each of
the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, directly or indirectly, declare, order, make or set apart any
sum for or pay any Restricted Payment, except (a) to make dividends payable
solely in the same class of Equity Interests of such Person, (b) to make
dividends or other distributions payable to any Credit Party (directly or
indirectly through Subsidiaries), (c) subject to the subordination terms
thereof, the Borrower may make regularly scheduled interest payments under the
Senior Subordinated Notes and other Subordinated Indebtedness, (d) the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Borrower or any Restricted Subsidiary of the Borrower
held by any current or former officer, director or employee of the Borrower or
any of its Restricted Subsidiaries pursuant to any equity subscription
agreement, stock option agreement, shareholders’ agreement or similar agreement;
provided that
(i) the aggregate price paid for all such


      
        
           


        

        
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      repurchased,
redeemed, acquired or retired Equity Interests may not exceed $5,000,000 in any
twelve (12)-month period and (ii) such amount in any calendar year may be
increased by an amount not to exceed (A) the net cash proceeds received by the
Borrower from the sale of Equity Interests (other than Disqualified Stock) of
the Borrower to members of management or directors of the Borrower and its
Restricted Subsidiaries that occurs after the Maturity Date (to the extent such
cash proceeds from the sale of such Equity Interests have not otherwise been
applied to the payment of Restricted Payments), plus (B) the net cash
proceeds of key man life insurance policies received by the Borrower and its
Restricted Subsidiaries after the Maturity Date, less (C) the amount of any
Restricted Payments made pursuant to clauses (ii)(A) and
(ii)(B) of this
clause (d), (e)
the repurchase of Equity Interests deemed to occur (i) upon the exercise of
stock options, warrants or other convertible securities to the extent such
Equity Interests represent a portion of the exercise price thereof or (ii) upon
the transfer of shares of restricted stock to the Borrower in connection with
the payment of withholding tax by the Borrower or a Restricted Subsidiary
following a sale of shares of restricted stock by the holder thereof, (f) to
make earnout payments in an aggregate amount not to exceed $10,000,000 in the
period from the Closing Date through the Maturity Date so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, (g)
so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, the Borrower may repurchase shares of its Equity
Interests in an aggregate amount not to exceed $30,000,000, and (h) the
Borrower may make other Restricted Payments so long as (i) no Default or
Event of Default has occurred and is continuing or would result therefrom and
(ii) after giving effect to such payment on a Pro Forma Basis, (A) the
Credit Parties would be in compliance with the financial covenants set forth in
Section 7.07 as
of the last fiscal quarter end, (B) the Consolidated Leverage Ratio would
be less than 2.75 to 1.0 as of the last fiscal quarter end and (C) there
would exist at least $40,000,000 of unrestricted cash or Cash Equivalents and/or
availability under the Aggregate Revolving Commitments (which the Borrower could
borrow without causing an Event of Default).

      


      8.10           Sale
Leasebacks.

      


      Each of
the Credit Parties will not, nor will permit any of its Restricted Subsidiaries
to, enter into any Sale and Leaseback Transaction; provided that any of
the Credit Parties and the Restricted Subsidiaries will be permitted to enter
into Sale and Leaseback Transactions so long as (a) the sale of the
property is for fair market value and otherwise permitted by this Credit
Agreement and (b) the rental payments to be made with respect to all such
Sale and Leaseback Transactions does not exceed $1,000,000 in the aggregate in
any fiscal year.

      


      8.11           No Further Negative
Pledges.

      


      Each of
the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, enter into, assume or become subject to any agreement
prohibiting or otherwise restricting the creation or assumption of any Lien upon
its properties or assets, whether now owned or hereafter acquired, or requiring
the grant of any security for such obligation if security is given for some
other obligation, except (a) pursuant to this Credit Agreement and the
other Credit Documents, (b) pursuant to any document or instrument
governing Indebtedness incurred pursuant to Sections 8.01(c),
(i), (j) or (n) provided that,
(i) with respect to Indebtedness incurred pursuant to Section 8.01(c), any
such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith and (ii) with respect to
Indebtedness incurred pursuant to Sections 8.01(i),
(j) and (n), any such
restriction shall not apply to this Credit Agreement or any other Credit
Document, and (c) in connection with any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any
such restrictions contained therein relates only to the asset or assets subject
to such Permitted Lien.

      


      8.12           Capital
Expenditures.


      
        
           


        

        
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      Each of
the Credit Parties will not, nor will it permit any of its Restricted
Subsidiaries to, make or become legally obligated to make Consolidated Capital
Expenditures (excluding normal replacements and maintenance that are properly
charged to current operations), except for Consolidated Capital Expenditures in
the ordinary course of business not exceeding, in the aggregate for the Borrower
and its Restricted Subsidiaries, the sum of (i) $75,000,000 during any fiscal
year plus (ii)
Consolidated Capital Proceeds during such fiscal year plus (iii)
$10,000,000 during the period from the Closing Date through the Maturity Date
plus (iv) up to
additional $90,000,000 during the period from the Closing Date through the
Maturity Date, provided that the
amount set forth in this clause (iv) shall be
available only to the extent that (A) there shall exist no Default or Event of
Default immediately before and immediate after giving effect to any proposed
expenditure and (B) the Consolidated Fixed Charge Coverage Ratio for the period
of four (4) consecutive fiscal quarters most recently ended shall be greater
than or equal to 1.25 to 1.0.

      


      


      


      ARTICLE
IX

      


      EVENTS
OF DEFAULT AND REMEDIES

      


      9.01           Events of
Default.

      


      An Event
of Default shall exist upon the occurrence of any of the following specified
events (each an “Event
of Default”):

      


      (a)           The
Borrower shall fail to pay any principal on any Loan when due in accordance with
the terms hereof; or the Borrower shall fail to reimburse the L/C Issuer for any
L/C Obligations when due in accordance with the terms hereof; or the Borrower
shall fail to pay any interest on any Loan or any Fee or other amount payable
hereunder when due in accordance with the terms hereof and such failure shall
continue unremedied for three (3) Business Days (or any Guarantor shall fail to
pay on the Guaranty in respect of any of the foregoing or in respect of any
other Guaranty Obligations thereunder within the aforesaid period of time);
or

      


      (b)           Any
representation or warranty made or deemed made herein or in any of the other
Credit Documents or which is contained in any certificate, document or financial
or other statement furnished at any time under or in connection with this Credit
Agreement shall prove to have been incorrect, false or misleading in any
material respect on or as of the date made or deemed made; or

      


      (c)           (i) Any
Credit Party shall fail to perform, comply with or observe any term, covenant or
agreement applicable to it contained in Sections 7.03(a),
7.04(a), 7.07 or 7.08 or in Section 8; or
(ii) any Credit Party shall fail to perform, comply with or observe any
covenant or agreement contained in Section 7.01 and
such failure shall continue unremedied for a period of five (5) Business Days;
or (iii) any Credit Party shall fail to comply with any other covenant
contained in this Credit Agreement or the other Credit Documents or any other
agreement, document or instrument among any Credit Party, the Administrative
Agent and the Lenders or executed by any Credit Party in favor of the
Administrative Agent or the Lenders (other than as described in Sections 9.01(a),
9.01(b), 9.01(c)(i) or 9.01(c)(ii) above),
and such failure is capable of cure but continues for thirty (30) days;
or

      


      (d)           Any
Credit Party or any of its Restricted Subsidiaries shall (i) default in any
payment of principal of or interest on any Indebtedness (other than as specified
in clause (a)
above) in a principal amount outstanding of at least $20,000,000 in the
aggregate for the Credit Parties and their Restricted Subsidiaries beyond the
period of grace (not to exceed thirty (30) days), if any, provided in the
instrument


      
        
           


        

        
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      or
agreement under which such Indebtedness was created or (ii) default in the
observance or performance of any other agreement or condition relating to any
Indebtedness in a principal amount outstanding of at least $20,000,000 in the
aggregate for the Credit Parties and their Restricted Subsidiaries or contained
in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity; or

      


      (e)           (i) Any
Credit Party other than an Immaterial Guarantor shall commence any case,
proceeding or other action (A) under any existing or future Law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian, conservator or
other similar official for it or for all or any substantial part of its assets,
or any Credit Party other than an Immaterial Guarantor shall make a general
assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Credit Party other than an Immaterial
Guarantor  any case, proceeding or other action of a nature referred
to in clause
(i) above which (A) results in the entry of an order for relief or
any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of sixty (60) days; or (iii) there
shall be commenced against any Credit Party other than an Immaterial Guarantor
any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such  relief which shall not have been vacated, discharged, or stayed
or bonded pending appeal within sixty (60) days from the entry thereof; or
(iv) any Credit Party other than an Immaterial Guarantor shall take any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above; or
(v) any Credit Party other than an Immaterial Guarantor shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay its
debts as they become due; or

      


      (f)           One
(1) or more judgments or decrees shall be entered against any Credit Party or
any of its Restricted Subsidiaries involving in the aggregate a liability (to
the extent not paid when due or covered by insurance) of $25,000,000 or more and
all such judgments or decrees shall not have been paid and satisfied, vacated,
discharged, stayed or bonded pending appeal within sixty (60) days from the
entry thereof; or

      


      (g)           (i) Any
Person shall engage in any non-exempt “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the Internal Revenue Code) involving any
Plan, (ii) any failure to satisfy the minimum funding standard applicable to any
Single Employer Plan under Section 412 of the Internal Revenue Code, whether or
not waived, or any Lien in favor of the PBGC or a Plan (other than a Permitted
Lien) shall arise on the assets of the Borrower or any ERISA Affiliate,
(iii) a Reportable Event shall occur with respect to, or proceedings shall
commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the reasonable
opinion of the Required Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA or (v) the Borrower, any of its
Subsidiaries or any ERISA Affiliate shall, or in the reasonable opinion of the
Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan
and in each case in clauses (i) through
(v) above, such
event or condition, together with all other such events or conditions, if any,
could have a Material Adverse Effect; or


      
        
           


        

        
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      (h)           There
shall occur a Change of Control; or

      


      (i)           The
Guaranty or any provision thereof shall cease to be in full force and effect or
any Guarantor or any Person acting by or on behalf of any Guarantor shall deny
or disaffirm any Guarantor’s obligations under the Guaranty; or

      


      (j)           Any
Credit Document (other than those which are ministerial in nature) shall fail to
be in full force and effect or to give the Administrative Agent and/or the
Lenders the security interests, liens, rights, powers, priority and privileges
purported to be created thereby (except as such documents may be terminated or
no longer in force and effect in accordance with the terms thereof, other than
those indemnities and provisions which by their terms shall survive) or, except
any Lien shall fail to be a first priority, perfected Lien on a material portion
of the Collateral or any Credit Party or any Person acting by or on behalf of
any Credit Party shall, in writing, deny or disaffirm any Obligation;
or

      


      (k)           The
Obligations shall fail to constitute “senior debt,” “designated senior debt” or
a corresponding term under the terms of the Senior Subordinated
Notes.

      


      9.02           Remedies upon Event of
Default.

      


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

      


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

      


      (b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Credit Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;

      


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

      


      (d)           exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Credit Documents or
applicable Laws;

      


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

      


      9.03           Application
of Funds.

      


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


      
        
           


        

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

      


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

      


      Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans and L/C Borrowings and fees, premiums and
scheduled periodic payments, and any interest accrued thereon, due under any
Swap Contract between any Credit Party or any Subsidiary and any Swap Contract
Provider, to the extent such Swap Contract is permitted by Section 8.01(e),
ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates
of Lenders) and the L/C Issuer in proportion to the respective amounts described
in this clause Third held by
them;

      


      Fourth, to (a)
payment of that portion of the Obligations constituting unpaid principal of the
Loans and L/C Borrowings, (b) payment of breakage, termination or other
payments, and any interest accrued thereon, due under any Swap Contract between
any Credit Party or any Subsidiary and any Swap Contract Provider, to the extent
such Swap Contract is permitted by Section 8.01(e), and
(c) Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and,
in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in
proportion to the respective amounts described in this clause Fourth held by them;
and

      


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

      


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

      


      


      ARTICLE
X

      


      ADMINISTRATIVE
AGENT

      


      10.01           Appointment
and Authority.

      


      Each of
the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other
Credit Documents and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the


      
        
           


        

        
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      Administrative
Agent, the Lenders and the L/C Issuer, and no Credit Party shall have rights as
a third party beneficiary of any of such provisions.

      


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

      


      10.02           Rights as
a Lender.

      


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

      


      10.03           Exculpatory
Provisions.

      


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

      


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

      


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

      


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


      
        
           


        

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

      


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

      


      10.04           Reliance
by Administrative Agent.

      


      The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Credit Parties), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

      


      10.05           Delegation
of Duties.

      


      The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Credit Document by or through any
one (1) or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

      


      10.06           Resignation
of Administrative Agent.

      


      The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such
notice of resignation, the Required Lenders shall have


      
        
           


        

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

      


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

      


      10.07           Non-Reliance
on Administrative Agent and Other Lenders.

      


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


      
        
           


        

        
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      10.08           No Other Duties;
Etc.

      


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

      


      10.09           Administrative
Agent May File Proofs of Claim.

      


      In case
of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to any Credit Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

      


      (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
arising under the Credit Documents that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of
the Lenders, the L/C Issuer and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Lenders, the L/C Issuer and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the L/C Issuer and the
Administrative Agent under Sections 2.03(h) and
(i), 2.09 and 11.04) allowed in
such judicial proceeding; and

      


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

      


      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.09 and
11.04.

      


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

      


      10.10           Collateral
and Guaranty Matters.

      


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

      


      (a)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Credit Document (i) upon termination of the Aggregate Revolving
Commitments and payment in full of all Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters of
Credit (other than Letters of Credit as to which other arrangements reasonably
satisfactory to the Administrative Agent and the L/C


      
        
           


        

        
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      Issuer
shall have been made), (ii) that is transferred or to be transferred as
part of or in connection with any Disposition permitted hereunder or under any
other Credit Document or any Involuntary Disposition, (iii) that is permitted to
be released pursuant to Section 7.12 or
(iii) as approved in accordance with Section 11.01;

      


      (b)           to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Credit Document to the holder of any Lien on such property that
is permitted by Section 8.02 and
clause (c) in
the definition of “Permitted Liens”;
and

      


      (c)           to
release any Guarantor from its obligations under the Guaranty as a result of a
transaction permitted hereunder, including without limitation if such release is
permitted under the terms of Sections 7.09(b) or
(c).

      


      Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty, pursuant to this Section
10.10.  In each case as specified in this Section 10.10, the
Administrative Agent will execute and deliver to the applicable Credit Party, at
the Credit Parties’ expense, such documents as such Credit Party may reasonably
request in order to evidence the release of such item of Collateral from the
security interest granted under the Security Documents or to subordinate its
security interest in such item or to release such Guarantor from its obligations
under the Guaranty, as applicable, in each case in accordance with the terms of
this Section
10.10 and the Credit Documents.

      


      


      


      ARTICLE
XI

      


      MISCELLANEOUS

      


      11.01           Amendments,
Etc.

      


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

      


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

      


      (i)           extend
or increase the Commitment of a Lender (or reinstate any Commitment terminated
pursuant to Section
9.02) without the written consent of such Lender whose Commitment is
being extended or increased (it being understood and agreed that a waiver of any
condition precedent set forth in Section 5.02 or of
any Default or a mandatory reduction in Commitments is not considered an
extension or increase in Commitments of any Lender);

      


      (ii)           postpone
any date fixed by this Credit Agreement or any other Credit Document for any
payment (excluding mandatory prepayments) of principal, interest, fees or other
amounts due to the Lenders (or any of them) or any scheduled reduction of the
Commitments hereunder or under any other Credit Document without the written
consent of each Lender entitled to receive such payment or whose Commitments are
to be reduced;


      
        
           


        

        
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      (iii)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (i) of the
final proviso to this Section 11.01) any
fees or other amounts payable hereunder or under any other Credit Document
without the written consent of each Lender entitled to receive such amount;
provided, however, that only
the consent of the Required Lenders shall be necessary to (A) amend the definition of
“Default Rate” or waive any obligation of the Borrower to pay interest or Letter
of Credit Fees at the Default Rate or (B) to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any Loan or L/C Borrowing
or to reduce any fee payable hereunder;

      


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

      


      (v)           release
all or substantially all of the Collateral without the written consent of each
Lender whose Obligations are secured by such Collateral;

      


      (vi)           release
the Borrower without the consent of each Lender, or, except in connection with a
transaction permitted under Section 8.04, all or
substantially all of the value of the Guaranty without the written consent of
each Lender whose Obligations are guarantied thereby, except to the extent
such release is permitted pursuant to Section 10.10 (in
which case such release may be made by the Administrative Agent acting alone);
or

      


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

      


      (c)           unless
also signed by Lenders (other than Defaulting Lenders) holding in the aggregate
at least a majority of the Outstanding Amount of the Term Loans, no such
amendment, waiver or consent shall (i) amend, change, waive, discharge or
terminate Section 2.05(b)(iv)
so as to alter the manner of application of proceeds of any mandatory prepayment
required by Section 2.05(b)(ii)
or (iii), or
(ii) amend, change, waive, discharge or terminate this Section
11.01(c);

      


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

      


      (e)           unless
also signed by the Swingline Lender, no amendment, waiver or consent shall
affect the rights or duties of the Swingline Lender under this Credit
Agreement;

      


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

      


      (g)           for
the avoidance of doubt and notwithstanding provisions to the contrary in this
Section 11.01
or elsewhere in this Credit Agreement, this Credit Agreement may be amended (or
amended and restated) with the written consent of the Credit Parties and the
Administrative Agent (and the consent of the Lenders or the Required Lenders
shall not be required, other than the consent of any Lenders


      
        
           


        

        
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      providing
the Incremental Facilities referred to below) for the purpose of including one
(1) or more Incremental Credit Facilities as contemplated in Section 2.01(b) by
(i) increasing the Aggregate Revolving Commitments and/or (ii) adding one (1) or
more Term Loans hereunder or otherwise to effect the provisions of Section
2.01(b);

      


      provided, however, that
notwithstanding anything to the contrary herein, (i) each of the Fee Letters may
be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto, (ii) each Lender is entitled to vote as such Lender
sees fit on any bankruptcy reorganization plan that affects the Loans, and each
Lender acknowledges that the provisions of Section 1126(c) of the
Bankruptcy Code supersedes the unanimous consent provisions set forth herein,
(iii) the Required Lenders shall determine whether or not to allow a Credit
Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding and such determination shall be binding on all of the Lenders and
(iv) any provision of this Credit Agreement or any other Credit Document may be
amended by an agreement in writing entered into between the Borrower and the
Administrative Agent for the purpose of curing any ambiguity, omission, defect
or inconsistency so long as, in each case, the Lenders shall have received at
least five (5) Business Days’ prior notice thereof and the Administrative Agent
shall not have received, within five (5) Business Days of the date of such
notice to the Lenders, a written notice from the Required Lenders stating that
the Required Lenders object to such amendment.

      


      Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all
Lenders or each affected Lender may be effected with the consent of the
applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the
consent of such Lender and (y) any waiver, amendment or modification requiring
the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender more adversely than other affected Lenders shall require the
consent of such Defaulting Lender.

      


      11.02           Notices;
Effectiveness; Electronic Communications.

      


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

      


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

      


      (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire (including, as
appropriate, notices delivered solely to the Person designated by a Lender on
its Administrative Questionnaire then in effect for the delivery of notices that
may contain material non-public information relating to the
Borrower).

      


      Notices
and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening


      
        
           


        

        
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      of
business on the next business day for the recipient).  Notices and
other communications delivered through electronic communications to the extent
provided in subsection
(b) below, shall be effective as provided in such subsection
(b).

      


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

      


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

      


      (c)           The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE MATERIALS PROVIDED BY OR ON BEHALF OF THE
BORROWER PURSUANT TO THIS CREDIT AGREEMENT (THE “BORROWER MATERIALS”)
OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN
OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
“Agent
Parties”) have any liability to the Borrower, any Lender, the L/C Issuer
or any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) arising out of the Borrower’s or
the Administrative Agent’s transmission of Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).

      


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


      
        
           


        

        
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      address
to which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.  Furthermore, each Public Lender agrees
to cause at least one (1) individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on
the content declaration screen of the Platform in order to enable such Public
Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Laws, including United States Federal and state
securities laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to the Borrower or its
securities for purposes of United States Federal or state securities
laws.

      


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

      


      11.03           No
Waiver; Cumulative Remedies;
Enforcement.

      


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

      


      Notwithstanding
anything to the contrary contained herein or in any other Credit Document, the
authority to enforce rights and remedies hereunder and under the other Credit
Documents against the Credit Parties or any of them shall be vested exclusively
in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in
accordance with Section 9.02 for the
benefit of all the Lenders and the L/C Issuer; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Credit
Documents, (b) the L/C Issuer or the Swingline Lender from exercising the rights
and remedies that inure to its benefit (solely in its capacity as L/C Issuer or
Swingline Lender, as the case may be) hereunder and under the other Credit
Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08
(subject to the terms of Section 2.13), or (d)
any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relative to any Credit Party
under any Debtor Relief Law; and provided, further, that if at
any time there is no Person acting as Administrative Agent hereunder and under
the other Credit Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii)
in addition to the matters set forth in clauses (b), (c) and (d) of the preceding
proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required
Lenders.


      
        
           


        

        
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      11.04           Expenses;
Indemnity; and Damage Waiver.

      


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

      


      (b)           Indemnification by the
Credit Parties.  The Credit Parties shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys who
may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Credit Party arising out of,
in connection with, or as a result of (i) the execution or delivery of this
Credit Agreement, any other Credit Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Credit Agreement and the other Credit Documents
(including, without duplication, in respect of any matters addressed in Section 3.01),
(ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Materials of
Environmental Concern on or from any property owned or operated by a Credit
Party or any of its Subsidiaries, or any Environmental Liability related in any
way to a Credit Party or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by any Credit Party, and regardless of whether any
Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by any Credit Party against an Indemnitee
for breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Credit Document, if such Credit Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.


      
        
           


        

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

      


      (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
Laws, no party hereto shall assert, and each party hereto hereby waives, any
claim against any other party, 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 Credit
Agreement, any other Credit Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof.  No Indemnitee referred to
in subsection
(b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic
or other information transmission systems in connection with this Credit
Agreement or the other Credit Documents or the transactions contemplated hereby
or thereby other than for direct or actual damages resulting from the gross
negligence or willful misconduct of such Indemnitee as determined by a final and
nonappealable judgment of a court of competent jurisdiction.

      


      (e)           Payments.  All
amounts due under this Section shall be payable not later than ten (10) Business
Days after demand therefor.

      


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

      


      11.05           Payments
Set Aside.

      


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


      
        
           


        

        
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      11.06           Successors
and Assigns.

      


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

      


      (b)           Assignments by
Lenders.  Any Lender may at any time assign to one (1) or more
assignees all or a portion of its rights and obligations under this Credit
Agreement and the other Credit Documents (including all or a portion of its
Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swingline Loans) at the time owing to
it); provided
that any such assignment shall be subject to the following
conditions:

      


      (i)           Minimum
Amounts.

      


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

      


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

      


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


      
        
           


        

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

      


      (A)           the
consent of the Borrower (such consent not to be unreasonably withheld) shall be
required unless (1) an Event of Default has occurred and is continuing at the
time of such assignment or (2) such assignment is to a Lender, an Affiliate of a
Lender or an Approved Fund; provided that the
Borrower shall be deemed to have consented to any such assignment unless it
shall object thereto by written notice to the Administrative Agent within ten
(10) Business Days after having received notice thereof;

      


      (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of (1) any
Term Loan Commitment or Revolving Commitment if such assignment is to a Person
that is not a Lender with a Commitment in respect of the Commitment subject to
such assignment, an Affiliate of such Lender or an Approved Fund with respect to
such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate
of a Lender or an Approved Fund; and

      


      (C)           the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one (1) or more Letters of Credit
(whether or not then outstanding); and

      


      (D)           the
consent of the Swingline Lender (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment in respect of Revolving Loans and
Revolving Commitments.

      


      (iv)           Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.

      


      (v)           No Assignment to Certain
Persons.  No such assignment shall be made to (A) the Borrower
or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender
or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) a
natural person.

      


      (vi)           Certain Additional
Payments.  In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be
effective unless and until, in addition to the other conditions thereto set
forth herein, the parties to the assignment shall make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee
of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the
applicable pro rata share of Loans previously requested but not funded by the
Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities
then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as
appropriate) its full


      
        
           


        

        
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      pro rata
share of all Loans and participations in Letters of Credit and Swingline Loans
in accordance with its Applicable Percentage.  Notwithstanding the
foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under applicable Laws without
compliance with the provisions of this paragraph, then the assignee of such
interest shall be deemed to be a Defaulting Lender for all purposes of this
Credit Agreement until such compliance occurs.

      


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

      


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

      


      (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Credit
Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations in L/C Obligations and/or Swingline
Loans) owing to it); provided that
(i) such Lender’s obligations under this Credit Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent, the other Lenders and the L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Credit 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
Credit Agreement and to approve any amendment, modification or waiver of any
provision of this Credit Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in clauses
(i) through (vii) of Section 11.01(a) that
affects such Participant.  Subject to subsection (e) of
this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of


      
        
           


        

        
          100

          
            

          

        

        
           


        

      


      Sections 3.01, 3.04 and 3.05 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b)
of this Section.  To the extent permitted by Law, each Participant
also shall be entitled to the benefits of Section 11.08 as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.

      


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

      


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

      


      (g)           Resignation as L/C Issuer or
Swingline Lender after Assignment.  Notwithstanding anything to
the contrary contained herein, if at any time Bank of America assigns all of its
Revolving Commitment and Revolving Loans pursuant to subsection (b) above,
Bank of America may, (i) upon thirty (30) days’ notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the
Borrower, resign as Swingline Lender.  In the event of any such
resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to
appoint from among the Lenders a successor L/C Issuer or Swingline Lender
hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swingline Lender, as the case
may be.  If Bank of America resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If Bank of America resigns as Swingline Lender, it
shall retain all the rights of the Swingline Lender provided for hereunder with
respect to Swingline Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in outstanding Swingline Loans pursuant
to Section
2.04(c).  Upon the appointment of a successor L/C Issuer and/or
Swingline Lender, (1) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring L/C Issuer or
Swingline Lender, as the case may be, and (2) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.

      


      11.07           Treatment
of Certain Information; Confidentiality.

      


      Each of
the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, trustees, advisors and
representatives (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority purporting to have jurisdiction over it (including
any self-regulatory authority, such as the National Association of Insurance
Commissioners),


      
        
           


        

        
          101

          
            

          

        

        
           


        

      


      (c) to
the extent required by applicable Laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Credit Document or any
action or proceeding relating to this Credit Agreement or any other Credit
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Credit Agreement or
any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to a Credit Party and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the
Borrower.

      


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

      


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

      


      11.08           Set-off.

      


      If an
Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable Laws, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of any Credit
Party against any and all of the obligations of such Credit Party now or
hereafter existing under this Credit Agreement or any other Credit Document to
such Lender or the L/C Issuer, irrespective of whether or not such Lender or the
L/C Issuer shall have made any demand under this Credit Agreement or any other
Credit Document and although such obligations of such Credit Party may be
contingent or unmatured or are owed to a branch or office of such Lender or the
L/C Issuer different from the branch or office holding such deposit or obligated
on such indebtedness; provided, that in the
event that any Defaulting Lender shall exercise any such right of setoff, (x)
all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.15 and,
pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent
and the Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of
setoff.  The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the L/C Issuer or
their respective Affiliates may have.  Each Lender and the L/C Issuer
agrees to notify the Borrower and


      
        
           


        

        
          102

          
            

          

        

        
           


        

      


      the
Administrative Agent promptly after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

      


      11.09           Interest
Rate Limitation.

      


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

      


      11.10           Counterparts;
Integration; Effectiveness.

      


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

      


      11.11           Survival
of Representations and Warranties.

      


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

      


      11.12           Severability.

      


      If any
provision of this Credit Agreement or the other Credit Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Credit Agreement and the other Credit
Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  Without limiting the foregoing provisions of this
Section 11.12,
if and to the extent that the enforceability of any provisions in this Credit
Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws,
as determined in good


      
        
           


        

        
          103

          
            

          

        

        
           


        

      


      faith by
the Administrative Agent, the L/C Issuer or the Swingline Lender, as applicable,
then such provisions shall be deemed to be in effect only to the extent not so
limited.

      


      11.13           Replacement
of Lenders.

      


      If (a)
any Lender requests compensation under Section 3.04, (b) the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, (c) a
Lender (a “Non-Consenting
Lender”) does not consent to a proposed change, waiver, discharge or
termination with respect to any Credit Document that has been approved by the
Required Lenders as provided in Section 11.01 but
requires unanimous consent of all Lenders or all Lenders directly affected
thereby (as applicable) or (d) any Lender is a Defaulting Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 11.06), all
of its interests, rights and obligations under this Credit Agreement and the
related Credit Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment),
provided
that:

      


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

      


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

      


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

      


      (d)           such
assignment does not conflict with applicable Laws; and

      


      (e)           in
the case of any such assignment resulting from a Non-Consenting Lender’s failure
to consent to a proposed change, waiver, discharge or termination with respect
to any Credit Document, the applicable replacement bank, financial institution
or Fund consents to the proposed change, waiver, discharge or termination; provided that the
failure by such Non-Consenting Lender to execute and deliver an Assignment and
Assumption shall not impair the validity of the removal of such Non-Consenting
Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments
and outstanding Loans and participations in L/C Obligations and Swingline Loans
pursuant to this Section 11.13 shall
nevertheless be effective without the execution by such Non-Consenting Lender of
an Assignment and Assumption.

      


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

      


      11.14           Governing Law; Jurisdiction;
Etc.

      


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


      
        
           


        

        
          104

          
            

          

        

        
           


        

      


      


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

      


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

      


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

      


      11.15           Waiver of
Right to Trial by Jury.

      


      EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


      
        
           


        

        
          105

          
            

          

        

        
           


        

      


      


      11.16           No
Advisory or Fiduciary Responsibility.

      


      In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Credit Document), each of the Credit Parties acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and
other services regarding this Credit Agreement provided by the Administrative
Agent and the Joint Lead Arrangers are arm’s-length commercial transactions
between the Credit Parties and their respective Affiliates, on the one hand, and
the Administrative Agent and the Joint Lead Arrangers, on the other hand, (B)
each of the Credit Parties has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (C) each of the
Credit Parties is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other
Credit Documents; (ii) (A) the Administrative Agent and the Joint Lead Arrangers
each is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be
acting as an advisor, agent or fiduciary for the Credit Parties or any of their
respective Affiliates, or any other Person and (B) neither the Administrative
Agent nor the Joint Lead Arrangers has any obligation to the Credit Parties or
any of their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other
Credit Documents; and (iii) the Administrative Agent and the Joint Lead
Arrangers and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Credit Parties
and their respective Affiliates, and neither the Administrative Agent nor the
Joint Lead Arrangers has any obligation to disclose any of such interests to the
Credit Parties and their respective Affiliates.  To the fullest extent
permitted by Law, each of the Credit Parties hereby waives and releases any
claims that it may have against the Administrative Agent and the Joint Lead
Arrangers with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated
hereby.

      


      11.17           Electronic
Execution of Assignments and Certain Other Documents.

      


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

      


      11.18           USA
PATRIOT Act Notice.

      


      Each
Lender that is subject to the Patriot Act and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Patriot
Act.  The Borrower shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Patriot
Act.

       

      [SIGNATURE
PAGES FOLLOW]


      
        
           


        

        
          106

          
            

          

        

        
           


        

      


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

      


      BORROWER:                                                      DYCOM
INDUSTRIES, INC.,

      
        	
                 
      

              	
                a
      Florida corporation

              


      

      


      By: /s/H. Andrew
DeFerrari

      Name: H. Andrew DeFerrari

      Title: Senior Vice President and Chief
Financial Officer

      


      GUARANTORS:                                           ANSCO
& ASSOCIATES, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      APEX
DIGITAL, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      
        	
                 
      

              	
                BROADBAND
      EXPRESS, LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      
        	
                 
      

              	
                BROADBAND
      INSTALLATION SERVICES, LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      C-2
UTILITY CONTRACTORS, LLC

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      CABLE
CONNECTORS, LLC

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      CABLECOM,
LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      CABLECOM
OF CALIFORNIA, INC.,

      
        	
                 
      

              	
                a
      Delaware corporation

              


      

      


      CAN-AM
COMMUNICATIONS, INC.,

      
        	
                 
      

              	
                a
      Delaware corporation

              


      

      


      CAVO
BROADBAND COMMUNICATIONS, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      CERTUSVIEW
LEASING, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      By: /s/H. Andrew
DeFerrari

      Name: H. Andrew DeFerrari

      Title: Treasurer

      


      [Signatures
continue on following page]


      
        
           


        

        
          
            

          

        

        
           


        

      


      COMMUNICATIONS
CONSTRUCTION GROUP, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      DYCOM
CAPITAL MANAGEMENT, INC.,

      
        	
                 
      

              	
                a
      Delaware corporation

              


      

      


      DYCOM
CORPORATE IDENTITY, INC.,

      
        	
                 
      

              	
                a
      Delaware corporation

              


      

      


      
        	
                 
      

              	
                DYCOM
      IDENTITY, LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      
        	
                 
      

              	
                DYCOM
      INVESTMENTS, INC.,

              


      

      
        	
                 
      

              	
                a
      Delaware corporation

              


      

      


      ERVIN
CABLE CONSTRUCTION, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      GLOBE
COMMUNICATIONS, LLC,

      
        	
                 
      

              	
                a
      North Carolina limited liability
company

              


      

      


      INSTALLATION
TECHNICIANS, LLC,

      a Florida
limited liability company

      


      IVY H.
SMITH COMPANY, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      LAMBERT’S
CABLE SPLICING COMPANY, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      LOCATING, INC.,

      a Washington corporation

      


      NICHOLS CONSTRUCTION,
LLC,

      a Delaware limited liability
company

      


      NIELS FUGAL SONS COMPANY,
LLC,

      a Delaware limited liability
company

      


      


      By: /s/H. Andrew
DeFerrari

      Name: H. Andrew DeFerrari

      Title: Treasurer

      


      [Signatures
continue on following page]


      
        
           


        

        
          
            

          

        

        
           


        

      


      NIELS FUGAL SONS COMPANY OF
CALIFORNIA, INC.,

      a Delaware corporation

      


      POINT TO POINT COMMUNICATIONS,
INC.,

      a Louisiana corporation

      


      PRECISION
VALLEY COMMUNICATIONS OF VERMONT, LLC, a Delaware limited liability
company

      


      PRINCE
TELECOM, LLC

      a
Delaware limited liability company

      


      PRINCE
TELECOM OF CALIFORNIA, INC.,

      a
Delaware corporation

      


      RJE
TELECOM, LLC,

      a
Delaware limited liability company

      


      RJE
TELECOM OF CALIFORNIA, INC.,

      a
Delaware corporation

      


      STAR
CONSTRUCTION, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      
        	
                 
      

              	
                STEVENS
      COMMUNICATIONS, LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      S.T.S.,
LLC,

      
        	
                 
      

              	
                a
      Tennessee limited liability company

              


      

      


      TCS
COMMUNICATIONS, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      
        	
                 
      

              	
                TESINC,
      LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      
        	
                 
      

              	
                TESINC
      OF CALIFORNIA, INC.,

              


      

      
        	
                 
      

              	
                a
      Delaware corporation

              


      

      


      By: /s/H. Andrew
DeFerrari

      Name: H. Andrew DeFerrari

      Title: Treasurer

      


      [Signatures
continue on following page]

      



      
        
           


        

        
          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                TRIPLE-D
      COMMUNICATIONS, LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      U G T
I,

      
        	
                 
      

              	
                a
      California corporation

              


      

      


      
        	
                 
      

              	
                UNDERGROUND
      SPECIALTIES, LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      UTILIQUEST,
LLC,

      
        	
                 
      

              	
                a
      Georgia limited liability company

              


      

      


      
        	
                 
      

              	
                WHITE
      MOUNTAIN CABLE CONSTRUCTION, LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      By: /s/H. Andrew
DeFerrari

      Name: H. Andrew DeFerrari

      Title: Treasurer

      


      


      
        	
                 
      

              	
                MIDTOWN
      EXPRESS, LLC,

              


      

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      By: /s/Joseph
Danno

      Name: Joseph Danno

      Title: President

      


      OSP
SERVICES, LLC,

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

      


      By: /s/Doug
Martindale

      Name: Doug Martindale

      Title: President

      


      


      [Signatures
continue on following page]

      


      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
          
            

          

        

        
           


        

      


      ADMINISTRATIVE

      AGENT:                                           BANK
OF AMERICA, N.A.,

      as
Administrative Agent

      


      By: /s/Chris
Burns

      Name:
Chris Burns

      Title:
Vice President

      



      
        
           


        

        
          
            

          

        

        
           


        

      


      LENDERS:                                           BANK
OF AMERICA, N.A.,

      as a
Lender, L/C Issuer and Swingline Lender

      


      By: /s/Chris
Burns

      Name:
Chris Burns

      Title:
Vice President


      
        
           


        

        
          
            

          

        

        
           


        

      


      WELLS
FARGO BANK, NATIONAL ASSOCIATION,

      as a
Lender

      


      By: /s/Kay
Reedy

      Name: Kay
Reedy

      Title:
Managing Director


      
        
           


        

        
          
            

          

        

        
           


        

      


      BRANCH
BANKING AND TRUST COMPANY,

      as a
Lender

      


      By: /s/C. William
Buchholz

      Name: C.
William Buchholz

      Title:
Senior Vice President


      
        
           


        

        
          
            

          

        

        
           


        

      


      RBS
CITIZENS, N.A.,

      as a
Lender

      


      By: /s/Kerry
McElhiney

      Name:
Kerry McElhiney

      Title:
Vice President


      
        
           


        

        
          
            

          

        

        
           


        

      


      PNC BANK,
N.A.,

      as a
Lender

      


      By: /s/Jose
Mazariegos

      Name:
Jose Mazariegos

      Title:
Senior Vice President


      
        
           


        

        
          
            

          

        

        
           


        

      


      REGIONS
BANK,

      as a
Lender

      


      By: /s/Stephen
Hanas

      Name:
Stephen Hanas

      Title:
Senior Vice President


      
        
           


        

        
          
            

          

        

        
           


        

      


      SUNTRUST
BANK,

      as a
Lender

      


      By: /s/Robert
Maddox

      Name:
Robert Maddox

      Title:
Director

      



      
        
           


        

        
          
            

          

        

        
           


        

      


      COMPASS
BANK,

      as a
Lender

      


      By: /s/Peter
Lewin

      Name:
Peter Lewin

      Title:
Vice President

      


      


      


      


      



      
        
           


        

        
          
            

          

        

        
           


        

      



     

    
      	 


    

     

     

    
 

    
      Schedule
2.01

      


      COMMITMENTS
AND APPLICABLE PERCENTAGES

      

        
          	
                  Lender

                	 	
                  Revolving Commitment

                	 	 	
                  Applicable Percentage

                	 
	 
      	 	 	 	 	 	 
	
                  Bank
      of America, N.A.

                	 	$	35,000,000.00	 	 	 	15.555555556	%
	
                  Wells
      Fargo Bank, National Association

                	 	$	35,000,000.00	 	 	 	15.555555556	%
	
                  Branch
      Banking and Trust Company

                	 	$	30,000,000.00	 	 	 	13.333333333	%
	
                  RBS
      Citizens, N.A.

                	 	$	30,000,000.00	 	 	 	13.333333333	%
	
                  PNC
      Bank, N.A.

                	 	$	30,000,000.00	 	 	 	13.333333333	%
	
                  Regions
      Bank

                	 	$	22,500,000.00	 	 	 	10.000000000	%
	
                  SunTrust
      Bank

                	 	$	22,500,000.00	 	 	 	10.000000000	%
	
                  Compass
      Bank

                	 	$	20,000,000.00	 	 	 	8.888888889	%
	
                  Total

                	 	$	225,000,000.00	 	 	 	100.000000000	%


        



      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
2.03

      


      EXISTING
LETTERS OF CREDIT

      


      


      
        	
                Customer/Applicant

              	
                 

                Issuer

              	
                Letter
      of Credit #

              	
                Beneficiary

              	 	
                Exposure

              	 	
                Issue
      Date

              	
                Expiration
      Date

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM202517

              	
                Liberty
      Mutual Insurance Company

              	 	$	2,000,000.00	 	
                3/20/2003

              	
                7/31/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM204883

              	
                Liberty
      Mutual Insurance Company

              	 	$	2,200,000.00	 	
                9/11/2003

              	
                7/31/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM206946

              	
                Atlantic
      Mutual Insurance Company

              	 	$	200,000.00	 	
                2/11/2004

              	
                2/11/2011

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM208143

              	
                Liberty
      Mutual Insurance Company

              	 	$	800,000.00	 	
                5/12/2004

              	
                7/31/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM208983

              	
                State
      of Washington

              	 	$	1,375,000.00	 	
                7/2/2004

              	
                7/1/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM210044

              	
                Liberty
      Mutual Insurance Company

              	 	$	2,997,000.00	 	
                9/16/2004

              	
                6/3/2011

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM215939

              	
                Liberty
      Mutual Insurance Company

              	 	$	5,960,000.00	 	
                9/23/2005

              	
                10/1/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM217354

              	
                Lumbermans'
      Mutual Casualty

              	 	$	317,000.00	 	
                12/16/2005

              	
                1/1/2011

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM223459

              	
                Liberty
      Mutual Insurance Company

              	 	$	3,523,000.00	 	
                12/15/2006

              	
                12/15/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM229997

              	
                Liberty
      Mutual Insurance Company

              	 	$	411,000.00	 	
                2/11/2008

              	
                2/6/2011

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM232237

              	
                Liberty
      Mutual Insurance Company

              	 	$	6,681,000.00	 	
                7/31/2008

              	
                7/31/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM420144

              	
                Zurich
      American

              	 	$	400,000.00	 	
                2/27/2002

              	
                10/31/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM420774

              	
                Liberty
      Mutual Insurance Company

              	 	$	3,000,000.00	 	
                4/29/2002

              	
                7/31/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM420775

              	
                Liberty
      Mutual Insurance Company

              	 	$	5,000,000.00	 	
                4/29/2002

              	
                7/31/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM420776

              	
                Royal
      Indemnity Company

              	 	$	745,000.00	 	
                4/29/2002

              	
                7/31/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM420777

              	
                Travelers
      Indemnity

              	 	$	950,000.00	 	
                4/29/2002

              	
                11/30/2010

              
	
                Dycom
      Industries, Inc.

              	
                Wells
      Fargo Bank, National Association

              	
                SM422670

              	
                Liberty
      Mutual Insurance Company

              	 	$	4,500,000.00	 	
                9/9/2002

              	
                7/31/2010

              
	
                Utiliquest,
      LLC

              	
                Wells
      Fargo Bank, National Association

              	
                SM213137

              	
                National
      Union Fire Insurance

              	 	$	2,800,000.00	 	
                4/11/2005

              	
                4/7/2011

              
	 
      	 
      	 
      	
                TOTAL:

              	 	$	43,859,000.00	 	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Schedule
6.11

      


      SUBSIDIARIES

      


      


      
        	
                Entity
      Name

              	
                Jurisdiction

              	
                Equity
      Interest Holder

              	
                Percent
      Ownership (%)

              
	
                Material
      Domestic Subsidiaries

              
	 
      	 
      	 
      	 
      
	
                 Ansco
      & Associates, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Broadband
      Express, LLC

              	
                Delaware

              	
                Broadband
      Installation Services, LLC

              	
                100

              
	
                 Broadband
      Installation Services, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Can-Am
      Communications, Inc.

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Dycom
      Capital Management, Inc.

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Dycom
      Investments, Inc.

              	
                Delaware

              	
                Dycom
      Industries, Inc.

              	
                100

              
	
                 Dycom
      Identity, LLC

              	
                Delaware

              	
                Dycom
      Corporate Identity, Inc.

                Locating,
      Inc.

              	
                97.461

                2.539

              
	
                 Lambert's
      Cable Splicing Company, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Prince
      Telecom, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Star
      Construction, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 UtiliQuest,
      LLC

              	
                Georgia

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                Immaterial
      Domestic Subsidiaries - Guarantors

              
	
                 Apex
      Digital, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 C-2
      Utility Contractors, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Cable
      Connectors, LLC

              	
                Delaware

              	
                Lambert's
      Cable Splicing Company, LLC

              	
                100

              
	
                 CableCom
      of California, Inc.

              	
                Delaware

              	
                CableCom,
      LLC

              	
                100

              
	
                 CableCom,
      LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Cavo
      Broadband Communications, LLC

              	
                Delaware

              	
                Prince
      Telecom, LLC

              	
                100

              
	
                 CertusView
      Leasing, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Communications
      Construction Group, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Dycom
      Corporate Identity, Inc.

              	
                Delaware

              	
                Dycom
      Capital Management, Inc.

              	
                100

              
	
                 Ervin
      Cable Construction, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Globe
      Communications, LLC

              	
                North
      Carolina

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Installation
      Technicians, LLC

              	
                Florida

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Ivy
      H. Smith Company, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Locating,
      Inc.

              	
                Washington

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Midtown
      Express, LLC

              	
                Delaware

              	
                Broadband
      Installation Services, LLC

              	
                100

              
	
                 Nichols
      Construction, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Niels
      Fugal Sons Company of California, Inc.

              	
                Delaware

              	
                Niels
      Fugal Sons Company, LLC

              	
                100

              
	
                 Niels
      Fugal Sons Company, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 OSP
      Services, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Point
      to Point Communications, Inc.

              	
                Louisiana

              	
                Dycom
      Identity, LLC

              	
                100

              
	
                 Precision
      Valley Communications of Vermont, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                 Prince
      Telecom of California, Inc.

              	
                Delaware

              	
                Prince
      Telecom, LLC

              	
                100

              
	
                 RJE
      Telecom of California, Inc.

              	
                Delaware

              	
                RJE
      Telecom, LLC

              	
                100

              
	
                 RJE
      Telecom, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Stevens
      Communications, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 S.T.S.,
      LLC

              	
                Tennessee

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 TCS
      Communications, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                 Tesinc
      of California, Inc.

              	
                Delaware

              	
                Tesinc,
      LLC

              	
                100

              
	
                 Tesinc,
      LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Triple-D
      Communications, LLC

              	
                Delaware

              	
                Globe
      Communications, LLC

              	
                100

              
	
                 U
      G T I

              	
                California

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Underground
      Specialties, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                 White
      Mountain Cable Construction, LLC

              	
                Delaware

              	
                Can-Am
      Communications, Inc.

              	
                100

              
	
                Immaterial
      Domestic Subsidiary - Non-Guarantors

              
	
                 Alabama
      Broadband, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Atlantic
      Communications Services, LLC

              	
                Delaware

              	
                RJE
      Telecom, LLC

              	
                100

              
	
                 C-2
      Utility Contractors of California, Inc.

              	
                Delaware

              	
                C-2
      Utility Contractors, LLC

              	
                100

              
	
                 Communications
      Construction Group of California, Inc.

              	
                Delaware

              	
                Communications
      Construction Group, LLC

              	
                100

              
	
                 Dycom
      Aviation, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Fiber
      Cable, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Kohler
      Construction Co., LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 NCS,
      LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 RJE
      Canada, Inc.

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 S.T.S.
      Canada, Inc.

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Selzee
      Solutions, Inc.

              	
                Florida

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 Underground
      Specialties of California, Inc.

              	
                Delaware

              	
                Underground
      Specialties, LLC

              	
                100

              


      

       

      
        	
                Foreign
      Subsidiaries

              
	
                 RJE
      Canada, ULC

              	
                Alberta

                Canada

              	
                RJE
      Canada, Inc.

              	
                100

              
	
                 S.T.S.
      Canada, ULC

              	
                Alberta

                Canada

              	
                S.T.S.
      Canada, Inc.

              	
                100

              
	
                Unrestricted
      Subsidiaries

              
	
                 CertusView
      Solutions, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              
	
                 CertusView
      Technologies, LLC

              	
                Delaware

              	
                Dycom
      Investments, Inc.

              	
                100

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Schedule
6.17

      


      INSURANCE

      


      


      
        	
                Coverage

              	
                Carrier

              	
                Policy
      Term

              	 	
                Deductible

              	 	
                Limits

              	 	
                Policy
      No.

              	 
	
                Workers
      Compensation

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	 	$	1,000,000	 	
                Statutory

              	 	
                WA7-63D-004260-039
      & WC7631004260049 & EW7-63N-004260-059

              	 
	
                General
      Liability

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	 	$	1,000,000	 	
                $5mil

              	 	
                TB2-631-004260-019

              	 
	
                Automobile
      Liability

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	 	$	1,000,000	 	
                $5mil

              	 	
                AS2-631-004260-029
      & AV2-631-004260-069

              	 
	 
      	 
      	 
      	 	 	 	 	 
      	 	 	 
	
                Umbrella

              	
                Westchester
      Fire Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	$	10,000	 	
                $10mil
      x/s $5mil

              	 	 	G22049860004	 
	
                1st
      Excess

              	
                Great
      American Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	 	N/A	 	
                $10mil
      x/s $15mil

              	 	
                TUE358014903

              	 
	
                2nd
      Excess

              	
                Zurich/American
      Guarantee & Liability Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	 	N/A	 	
                $25mil
      x/s $25mil

              	 	
                AEC913878503

              	 
	
                3rd
      Excess

              	
                Endurance/American
      Specialty Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	 	N/A	 	
                $25mil
      x/s $50mil

              	 	
                ELD10000214303

              	 
	
                4th
      Excess

              	
                Great
      American Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	 	N/A	 	
                $25mil
      x/s $75mil

              	 	
                TUE358013704

              	 
	
                5th
      Excess

              	
                St.
      Paul Fire and Marine Insurance Co.

              	
                7/31/09
      to 7/31/10

              	 	 	N/A	 	
                $25mil
      x/s $100mil

              	 	 	Q106400825	 
	 
      	 
      	 
      	 	 	 	 	 
      	 	 	 	 
	
                Property

              	
                Fireman's
      Fund

              	
                7/31/09
      to 7/31/10

              	 	
                $10K
      property/$25K contractors equipment

              	 	
                $35mil

              	 	
                MXI93008765

              	 
	 
      	 
      	 
      	 	 	 	 	 
      	 	 	 	 
	
                Boiler
      and Machinery

              	
                Hartford
      Steam Boiler

              	
                7/31/09
      to 7/31/10

              	 	
                $10K
      property/Time element ded. 24 hrs.

              	 	
                $5mil

              	 	
                FBP2258121

              	 
	
                Contractors
      Pollution Liability

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	 	$	250,000	 	
                $5mil/$10mil

              	 	
                UBEB0100619019

              	 
	
                Contractors
      Pollution Liability/Site Specific

              	
                Liberty
      Mutual

              	
                7/31/09
      to 7/31/10

              	 	$	250,000	 	
                $5mil/$10mil

              	 	
                TVEB0100619029

              	 
	
                Crime

              	
                Travelers
      Casualty and Surety Company of America

              	
                10/14/09
      to 10/14/10

              	 	$	100,000	 	
                $5
      mil for employee theft and depositors forgery/$1mil for computer
      theft

              	 	 	105355265	 
	
                Architects
      and Engineers PL

              	
                Evanston
      Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	$	100,000	 	
                $5mil

              	 	
                AE-818214

              	 
	
                Aviation
      Policy for 2001 Learjet 31A and 1977 Beech King Air

              	
                Global
      Aerospace

              	
                10/14/09
      to 10/14/10

              	 	 	N/A	 	
                $200mil
      Liability/$4mil Hull for Leer and $200mil liability/$800K Hull for King
      Air

              	 	 	15000518	 
	 
      	 
      	 
      	 	 	 	 	 
      	 	 	 	 
	
                D&O

              	
                Federal
      Insurance Co./Chubb

              	
                10/14/09
      to 10/14/10

              	 	
                $1M
      Securities Claims/$250K Other

              	 	
                $15mil

              	 	 	8164-3829	 
	
                D&O
      1st Excess

              	
                Ace
      American Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	 	N/A	 	
                $10mil
      x/s $15mil

              	 	
                DOXG21645382008

              	 
	
                D&O
      2nd Excess

              	
                Zurich
      American Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	 	N/A	 	
                $10mil
      x/s $25mil

              	 	
                DOC-5940451-01

              	 
	
                D&O
      3rd Excess

              	
                Arch
      Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	 	N/A	 	
                $10mil
      x/s $35mil

              	 	
                DOX0018391-03

              	 
	
                D&O
      4th Excess

              	
                XL
      Specialty Insurance Co.

              	
                10/14/09
      to 10/14/10

              	 	 	N/A	 	
                $5mil
      x/s $45mil

              	 	
                ELU114093-09

              	 
	
                D&O
      Side A only

              	
                Allied
      World National Assurance Company

              	
                10/14/09
      to 10/14/10

              	 	 	N/A	 	
                $5mil
      x/s $50mil

              	 	 	0305-0199	 
	 
      	 
      	 
      	 	 	 	 	 
      	 	 	 	 
	
                Fiduciary

              	
                Federal
      Insurance Co./Chubb

              	
                10/14/09
      to 10/14/10

              	 	$	25,000	 	
                $10mil

              	 	 	8187-3379	 
	
                EPLI

              	
                National
      Union Fire Insurance Co. of Pittsburg/Chartis

              	
                10/14/09
      to 10/14/10

              	 	$	500,000	 	
                $10mil

              	 	 	01-302-16-47	 
	
                Storage
      Tank Liability for TCS

              	
                Zurich
      American Insurance Co.

              	
                11/01/09
      to 11/01/10

              	 	$	10,000	 	
                $1mil/$2mil

              	 	
                USC9427113

              	 
	
                Information
      Security and Privacy Insurance

              	
                Beazley
      Insurance Co.

              	
                03/12/10
      to 10/14/10

              	 	$	250,000	 	
                $5mil

              	 	
                W15KV3100201

              	 


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Schedule
8.01

      


      INDEBTEDNESS
EXISTING ON THE CLOSING DATE

      


      
        	
                1)  

              	
                $135,350,000
      senior subordinated notes of Dycom Investments, Inc. due October 11, 2015
      (the “Notes”).  The Notes are guaranteed, on a senior
      subordinated basis, by the Credit
Parties.

              


      

      


      
        	
                2)  

              	
                Bonds
      set forth on the Annex
      1.

              


      

      


      
        	
                3)  

              	
                Broadband
      Express, LLC and Midtown Express, LLC lease vehicles pursuant to leases
      that are classified as capital leases on the consolidated financial
      statements of the Borrower.  These leases have an aggregate
      liability of approximately $114,230 on the consolidated financial
      statements of the Borrower.

              


      

      


      
        	
                4)  

              	
                Indebtedness
      incurred in connection with the Liens described in Schedule
      8.02(c).

              


      

      


      
        	
                5)  

              	
                Indebtedness
      of RJE Canada, ULC as of the Closing
Date:

              


      

       

       

      
        
          	
                   

                	
                  Amount Owed
      ($USD)

                	 
	
                  Dycom
      Industries, Inc.

                	$	6,455	 
	
                  RJE
      Telecom, LLC

                	$	1,277,217	 


        

         

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
1

      To
Schedule 8.01

      


      


      
        	
                Ansco
      & Associates, LLC

              	 	 
      	 
      	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105164571	 	
                City
      of Port Wentworth, GA

              	
                Right
      of Way

              	 	$	2,000	 	 
      	
                09/16/09

              	
                09/16/10

              
	 	105164595	 	
                City
      of Dillon

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                10/28/09

              	
                10/28/10

              
	 	104239599	 	
                City
      of North Augusta

              	
                Other
      Permit

              	 	 	1,000	 	 
      	
                01/06/10

              	
                01/06/11

              
	 	103357734	 	
                Columbia
      County

              	
                Other
      License

              	 	 	1,000	 	 
      	
                02/16/10

              	
                02/16/11

              
	 	104054620	 	
                City
      of Raleigh,

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	 	 	 
      	 
      	 	$	14,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                C-2
      Utility Contractors, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104767627	 	
                City
      of Pendleton

              	
                Street
      Opening

              	 	$	2,500	 	 
      	
                07/25/09

              	
                07/25/10

              
	 	104139031	 	
                State
      of Oregon DOT

              	
                Other
      Permit

              	 	 	10,000	 	 
      	
                08/15/09

              	
                08/15/10

              
	 	105331775	 	
                Eugene
      Water & Electric Board

              	
                Performance
      and Payment

              	 	 	15,700	 	 
      	
                09/02/09

              	
                09/02/10

              
	 	104767669	 	
                State
      of California

              	
                Contractors
      License

              	 	 	12,500	 	 
      	
                01/17/10

              	
                01/17/11

              
	 	105198156	 	
                State
      of California

              	
                Contractors
      License

              	 	 	12,500	 	 
      	
                01/28/10

              	
                01/28/11

              
	 	103792925	 	
                Washington
      Dept of Labor and Industries

              	
                Contractors
      License

              	 	 	6,000	 	 
      	
                03/08/10

              	
                03/08/11

              
	 	104054572	 	
                State
      of Oregon DOT

              	
                Sales
      Tax

              	 	 	9,500	 	 
      	
                03/11/10

              	
                03/11/11

              
	 	105062796	 	
                Crook
      County Road Department

              	
                Right
      of Way

              	 	 	20,000	 	 
      	
                04/03/10

              	
                04/03/11

              
	 	103817716	 	
                State
      of California

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                04/08/10

              	
                04/08/11

              
	 	105403809	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	75,000	 	 
      	
                04/13/10

              	
                04/12/11

              
	 	105403808	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	20,000	 	 
      	
                04/13/10

              	
                04/13/11

              
	 	104637626	 	
                State
      of Oregon

              	
                Other
      Financial Guarantee

              	 	 	30,000	 	 
      	
                04/19/10

              	
                04/19/11

              
	 	 	 	 
      	 
      	 	$	223,700	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                CableCom,
      LLC

              	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104597114	 	
                State
      of Washington

              	
                Notary
      Bond

              	 	$	10,000	 	 
      	
                05/01/06

              	
                05/01/10

              
	 	104637634	 	
                State
      of Washington

              	
                Contractors
      License

              	 	 	4,000	 	 
      	
                06/16/09

              	
                06/16/10

              
	 	104767623	 	
                State
      of Nevada

              	
                Contractors
      License

              	 	 	50,000	 	 
      	
                06/28/09

              	
                06/28/10

              
	 	104343533	 	
                City
      of Fresno, CA

              	
                Other
      Permit

              	 	 	25,000	 	 
      	
                06/30/09

              	
                06/30/10

              
	 	104106802	 	
                State
      of Arizona

              	
                Contractors
      License

              	 	 	7,000	 	 
      	
                07/09/09

              	
                07/09/10

              
	 	105062827	 	
                County
      of Tulare, CA

              	
                Other
      Permit

              	 	 	5,000	 	 
      	
                07/10/09

              	
                07/10/10

              
	 	105280056	 	
                State
      of New Mexico

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                07/22/09

              	
                07/22/10

              
	 	105280059	 	
                The
      Ponderosa Telephone Company

              	
                Other
      Contract Award

              	 	 	395,000	 	 
      	
                07/30/09

              	
                07/30/10

              
	 	105280060	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	75,000	 	 
      	
                07/30/09

              	
                07/30/10

              
	 	104174196	 	
                State
      of California Contractors State License Board

              	
                Contractors
      License

              	 	 	7,500	 	 
      	
                10/06/09

              	
                10/06/10

              
	 	104174202	 	
                State
      of California Contractors State License Board

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                10/17/09

              	
                10/17/10

              
	 	104876773	 	
                State
      of California

              	
                Other
      License

              	 	 	5,000	 	 
      	
                01/14/10

              	
                01/14/11

              
	 	105331812	 	
                City
      of Walnut Creek

              	
                Performance

              	 	 	100,000	 	 
      	
                02/03/10

              	
                02/03/11

              
	 	105331813	 	
                City
      of Redwood City

              	
                Performance

              	 	 	14,106	 	 
      	
                02/03/10

              	
                02/03/11

              
	 	105331814	 	
                Port
      of San Francisco

              	
                Other
      Permit

              	 	 	25,000	 	 
      	
                02/03/10

              	
                02/03/11

              
	 	105403786	 	
                City
      of East Palo Alto

              	
                Performance

              	 	 	5,000	 	 
      	
                02/22/10

              	
                02/22/11

              
	 	104767668	 	
                State
      of Washington

              	
                Notary
      Bond

              	 	 	10,000	 	 
      	
                03/18/07

              	
                03/18/11

              
	 	104054610	 	
                State
      of Arizona

              	
                Contractors
      License

              	 	 	1,000	 	 
      	
                04/15/10

              	
                04/15/11

              
	 	104054609	 	
                State
      of Arizona

              	
                Contractors
      License

              	 	 	2,500	 	 
      	
                04/17/10

              	
                04/17/11

              
	 	104054611	 	
                State
      of Arizona

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                04/17/10

              	
                04/17/11

              
	 	104054616	 	
                State
      of Washington

              	
                Contractors
      License

              	 	 	12,000	 	 
      	
                04/22/10

              	
                04/22/11

              
	 	104088941	 	
                State
      of New Mexico

              	
                Contractors
      License

              	 	 	1,000	 	 
      	
                05/06/10

              	
                05/06/11

              
	 	105331815	 	
                City
      and County of San Francisco

              	
                Street
      Opening

              	 	 	25,000	 	 
      	
                02/09/10

              	
                02/09/13

              
	 	105403788	 	
                State
      of Washington

              	
                Notary
      Bond

              	 	 	10,000	 	 
      	
                05/01/10

              	
                05/01/14

              
	 	 	 	 
      	 
      	 	$	814,106	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Cable
      Connectors, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	103679602	 	
                State
      of South Carolina - DOT

              	
                Right
      of Way

              	 	$	100,000	 	 
      	
                08/21/09

              	
                08/21/10

              
	 	103573890	 	
                State
      of South Carolina - DOT

              	
                Right
      of Way

              	 	 	100,000	 	 
      	
                05/24/10

              	
                05/24/11

              
	 	 	 	 
      	 
      	 	$	200,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Can-Am
      Communications, Inc.

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104106793	 	
                State
      of Nevada Contractors Board

              	
                Contractors
      License

              	 	$	15,000	 	 
      	
                06/17/09

              	
                06/17/10

              
	 	104637636	 	
                State
      of California

              	
                Contractors
      License

              	 	 	7,500	 	 
      	
                06/27/09

              	
                06/27/10

              
	 	104054597	 	
                State
      of Arizona Registrar of Contractors

              	
                Other
      License

              	 	 	7,000	 	 
      	
                08/12/09

              	
                08/12/10

              
	 	105331771	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	75,000	 	 
      	
                08/27/09

              	
                08/27/10

              
	 	104054581	 	
                State
      of California

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                01/21/10

              	
                01/21/11

              
	 	104054598	 	
                State
      of Arizona Registrar of Contractors

              	
                Contractors
      License

              	 	 	2,500	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	 	 	 
      	 
      	 	$	117,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Cavo
      Broadband Communications, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104876758	 	
                St
      Louis County, Missouri

              	
                Electrical
      Contractor

              	 	$	10,000	 	 
      	
                10/01/09

              	
                10/01/10

              
	 	 	 	 
      	 
      	 	$	10,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Communications
      Construction Group, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104279777	 	
                Town
      of Oyster Bay

              	
                Street
      Opening

              	 	$	10,000	 	 
      	
                05/26/10

              	
                05/26/12

              
	 	 	 	 
      	 
      	 	$	10,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Ervin
      Cable Construction, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104279798	 	
                Missouri
      Highway and Transportation Commission

              	
                Right
      of Way

              	 	$	10,000	 	 
      	
                06/08/09

              	
                06/08/10

              
	 	105280063	 	
                City
      of Crestwood

              	
                Performance

              	 	 	5,000	 	 
      	
                08/04/09

              	
                08/04/10

              
	 	104767639	 	
                Illinois
      Department of Transportation

              	
                Other
      Permit

              	 	 	2,500	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331786	 	
                Missouri
      Department of Revenue Taxation Bureau

              	
                Other
      License

              	 	 	5,000	 	 
      	
                09/17/09

              	
                09/17/10

              
	 	105331787	 	
                City
      of St. Louis, MO

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                09/17/09

              	
                09/17/10

              
	 	103925266	 	
                City
      of St Louis Street Dept

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                09/27/09

              	
                09/27/10

              
	 	105331792	 	
                Rogers
      Group

              	
                Performance
      and Payment

              	 	 	90,361	 	 
      	
                10/12/09

              	
                10/12/10

              
	 	105164586	 	
                State
      of Mississippi Tax Commission

              	
                Fuel
      Tax

              	 	 	8,794	 	 
      	
                10/21/09

              	
                10/21/10

              
	 	105164588	 	
                State
      of Tennessee and the City of Chattanooga

              	
                Other
      Financial Guarantee

              	 	 	3,000	 	 
      	
                10/22/09

              	
                10/22/10

              
	 	105164589	 	
                State
      of Tennessee

              	
                Other
      Financial Guarantee

              	 	 	1,500	 	 
      	
                10/22/09

              	
                10/22/10

              
	 	105331795	 	
                Charles
      Blaylock & Sons

              	
                Performance
      and Payment

              	 	 	98,232	 	 
      	
                10/27/09

              	
                10/27/10

              
	 	105331809	 	
                Williams
      County Highway Department

              	
                Right
      of Way

              	 	 	10,000	 	 
      	
                11/01/09

              	
                11/01/10

              
	 	103958995	 	
                St.
      Louis County Public Works

              	
                Electrical
      Contractor

              	 	 	10,000	 	 
      	
                11/18/09

              	
                11/18/10

              
	 	105205271	 	
                City
      of Raleigh

              	
                Right
      of Way

              	 	 	10,000	 	 
      	
                11/24/09

              	
                11/24/10

              
	 	104343494	 	
                City
      of E. St. Louis

              	
                Contractors
      License

              	 	 	1,000	 	 
      	
                01/11/10

              	
                01/11/11

              
	 	104876725	 	
                City
      of Waterloo

              	
                Performance

              	 	 	10,000	 	 
      	
                01/23/10

              	
                01/23/11

              
	 	104239610	 	
                State
      of Arkansas

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                01/27/10

              	
                01/27/11

              
	 	105062786	 	
                Alabama
      Department of Transportation

              	
                Performance

              	 	 	20,000	 	 
      	
                02/01/10

              	
                02/01/11

              
	 	105403789	 	
                City
      of Horn Lake

              	
                Other
      Permit

              	 	 	5,000	 	 
      	
                02/26/10

              	
                02/26/11

              
	 	105062789	 	
                City
      of Columbia

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                03/06/10

              	
                03/06/11

              
	 	105046412	 	
                City
      of Bridgeton, MO

              	
                Street
      Opening

              	 	 	2,000	 	 
      	
                03/13/10

              	
                03/13/11

              
	 	105227039	 	
                Joe
      Wheeler Electric Membership Corporation

              	
                Other
      Permit

              	 	 	67,130	 	 
      	
                03/25/10

              	
                03/25/11

              
	 	105062792	 	
                City
      of Baldwin

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                03/27/10

              	
                03/27/11

              
	 	105403799	 	
                City
      of Osage Beach

              	
                Right
      of Way

              	 	 	2,000	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	105403800	 	
                City
      of Warrenton

              	
                Performance

              	 	 	32,000	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	104876736	 	
                Alabama
      Power Company

              	
                Other
      Miscellaneous

              	 	 	145,000	 	 
      	
                04/20/10

              	
                04/20/11

              
	 	105280026	 	
                State
      of Iowa Division of Labor

              	
                Wage
      and Welfare

              	 	 	50,000	 	 
      	
                05/11/10

              	
                05/11/11

              
	 	103841156	 	
                Jefferson
      County MO

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                05/24/10

              	
                05/24/11

              
	 	104279780	 	
                Jefferson
      County MO

              	
                Street
      Opening

              	 	 	10,000	 	 
      	
                05/26/10

              	
                05/26/11

              
	 	105280044	 	
                District
      of Columbia

              	
                Electrical
      Contractor

              	 	 	2,000	 	 
      	
                11/30/09

              	
                11/30/11

              
	 	104876772	 	
                Electric
      Power Board of Chattanooga, TN

              	
                Performance

              	 	 	900,000	 	 
      	
                12/26/07

              	
                12/31/11

              
	 	 	 	 
      	 
      	 	$	1,540,517	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Globe
      Communications, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105331766	 	
                Verizon
      Select Services Inc.

              	
                Performance

              	 	$	353,386	 	 
      	
                08/20/09

              	
                08/20/10

              
	 	105198152	 	
                Four
      County Electric Membership Corporation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                11/18/09

              	
                11/18/10

              
	 	103677212	 	
                City
      of Raleigh, NC

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                11/19/09

              	
                11/19/10

              
	 	105198150	 	
                Four
      County Electric Membership Corporation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                11/19/09

              	
                11/19/10

              
	 	105198151	 	
                Four
      County Electric Membership Corporation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                11/19/09

              	
                11/19/10

              
	 	105198153	 	
                Four
      County Electric Membership Corporation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                11/19/09

              	
                11/19/10

              
	 	105198149	 	
                Four
      County Electric Membership Corporation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                01/08/10

              	
                01/08/11

              
	 	105403792	 	
                FTC
      Diversified  Services Inc.

              	
                Other
      Contract Award

              	 	 	1,806,602	 	 
      	
                03/11/10

              	
                03/11/11

              
	 	105403793	 	
                FTC
      Diversified  Services Inc.

              	
                Other
      Contract Award

              	 	 	745,108	 	 
      	
                03/11/10

              	
                03/11/11

              
	 	105403798	 	
                Peoples
      Rural Telephone Coop. Corp., Inc.

              	
                Other
      Contract Award

              	 	 	4,178,807	 	 
      	
                03/29/10

              	
                03/29/11

              
	 	105227044	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                04/22/10

              	
                04/22/11

              
	 	105227045	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                04/22/10

              	
                04/22/11

              
	 	105227046	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                04/22/10

              	
                04/22/11

              
	 	105227047	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                04/22/10

              	
                04/22/11

              
	 	105227048	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                04/22/10

              	
                04/22/11

              
	 	105227050	 	
                North
      Carolina Department of Transportation

              	
                Other
      Permit

              	 	 	1,000	 	 
      	
                04/22/10

              	
                04/22/11

              
	 	105227049	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                04/28/10

              	
                04/28/11

              
	 	105227071	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                05/11/10

              	
                05/11/11

              
	 	105227072	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                05/11/10

              	
                05/11/11

              
	 	105280024	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                05/11/10

              	
                05/11/11

              
	 	105280025	 	
                North
      Carolina Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                05/11/10

              	
                05/11/11

              
	 	 	 	 
      	 
      	 	$	7,104,902	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Installation
      Technicians, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105280052	 	
                City
      of Rogers

              	
                Right
      of Way

              	 	$	5,000	 	 
      	
                07/06/09

              	
                07/06/10

              
	 	105164568	 	
                City
      of Battlefield, MO

              	
                Street
      Opening

              	 	 	1,000	 	 
      	
                09/09/09

              	
                09/09/10

              
	 	104876755	 	
                City
      of Neosho, MO

              	
                Other
      Permit

              	 	 	10,000	 	 
      	
                09/24/09

              	
                09/24/10

              
	 	104343517	 	
                Missouri
      Department of Transportation

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                02/25/10

              	
                02/25/11

              
	 	104343532	 	
                City
      of Joplin, MO

              	
                Right
      of Way

              	 	 	1,000	 	 
      	
                03/15/10

              	
                03/15/11

              
	 	104023082	 	
                State
      of Arkansas

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	103592402	 	
                Johnson
      Co.

              	
                Right
      of Way

              	 	 	20,000	 	 
      	
                04/12/10

              	
                04/12/11

              
	 	104528959	 	
                City
      of Marceline, MO

              	
                Right
      of Way

              	 	 	7,500	 	 
      	
                05/18/10

              	
                05/18/11

              
	 	 	 	 
      	 
      	 	$	55,500	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Ivy
      H. Smith Company, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104767641	 	
                City
      of Miami

              	
                Other
      Contract Award

              	 	$	1,000,000	 	 
      	
                09/30/09

              	
                09/30/10

              
	 	104876774	 	
                City
      of Sunny Isles Beach

              	
                Right
      of Way

              	 	 	100,000	 	 
      	
                01/16/10

              	
                01/16/11

              
	 	105062797	 	
                City
      of South Miami

              	
                Right
      of Way

              	 	 	100,000	 	 
      	
                04/03/10

              	
                04/03/11

              
	 	103663518	 	
                Construction
      Industry of Palm Beach County

              	
                Other
      License

              	 	 	2,000	 	 
      	
                09/30/09

              	
                09/30/11

              
	 	 	 	 
      	 
      	 	$	1,202,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Lambert's
      Cable Splicing Company, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104767633	 	
                State
      of Florida

              	
                Other
      License

              	 	$	50,000	 	 
      	
                08/23/09

              	
                08/23/10

              
	 	105331805	 	
                Embarq
      Management Company

              	
                Performance

              	 	 	60,477	 	 
      	
                01/08/10

              	
                01/08/11

              
	 	105331806	 	
                Pennsylvania
      Turnpike Commission

              	
                Toll

              	 	 	3,000	 	 
      	
                01/08/10

              	
                01/08/11

              
	 	105331811	 	
                Embarq
      Management Company

              	
                Performance

              	 	 	185,135	 	 
      	
                02/04/10

              	
                02/04/11

              
	 	105403781	 	
                Embarq
      Management Company

              	
                Performance

              	 	 	121,210	 	 
      	
                02/22/10

              	
                02/22/11

              
	 	105403787	 	
                Embarq
      Management Company

              	
                Performance

              	 	 	99,582	 	 
      	
                03/01/10

              	
                03/01/11

              
	 	105403795	 	
                Embarq
      Management Company

              	
                Performance

              	 	 	102,697	 	 
      	
                04/04/10

              	
                04/04/11

              
	 	105403812	 	
                Century
      Tel Service Group

              	
                Performance

              	 	 	109,520	 	 
      	
                05/12/10

              	
                05/12/11

              
	 	105403813	 	
                Century
      Tel Service Group

              	
                Performance

              	 	 	118,939	 	 
      	
                05/13/10

              	
                05/13/11

              
	 	105403816	 	
                Century
      Tel Service Group

              	
                Performance

              	 	 	97,104	 	 
      	
                05/24/10

              	
                05/24/11

              
	 	 	 	 
      	 
      	 	$	947,664	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Nichols
      Construction, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105227051	 	
                City
      of Davenport

              	
                Other
      Contract Award

              	 	$	1,829,254	 	 
      	
                04/23/09

              	
                04/23/10

              
	 	105280035	 	
                City
      of Rock Island

              	
                Street
      Opening

              	 	 	10,000	 	 
      	
                06/04/09

              	
                06/04/10

              
	 	105280038	 	
                City
      of Silvis

              	
                Performance

              	 	 	10,000	 	 
      	
                06/08/09

              	
                06/08/10

              
	 	105403810	 	
                City
      of Roanoke, VA

              	
                Street
      Opening

              	 	 	8,000	 	 
      	
                04/19/10

              	
                04/19/11

              
	 	105227060	 	
                Iowa
      Division of Labor

              	
                Wage
      and Welfare

              	 	 	50,000	 	 
      	
                04/23/10

              	
                04/23/11

              
	 	105280027	 	
                City
      of Davenport

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                05/14/10

              	
                05/14/11

              
	 	105280028	 	
                City
      of Bettendorf

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                05/14/10

              	
                05/14/11

              
	 	 	 	 
      	 
      	 	$	1,922,254	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Niels
      Fugal Sons Company, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105062829	 	
                Mass
      Electric Construction Company

              	
                Performance
      and Payment

              	 	$	1,907,264	 	 
      	
                07/18/08

              	
                07/18/09

              
	 	105403805	 	
                Nucla
      Naturita Telephone Company

              	
                Other
      Contract Award

              	 	 	1,290,269	 	 
      	
                04/13/10

              	
                04/13/11

              
	 	105403815	 	
                Questar
      Gas Company

              	
                Performance
      and Payment

              	 	 	5,220,046	 	 
      	
                05/17/10

              	
                05/17/11

              
	 	 	 	 
      	 
      	 	$	8,417,578	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Point
      to Point Communications, Inc.

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104174226	 	
                State
      of California

              	
                Contractors
      License

              	 	$	10,000	 	 
      	
                01/01/10

              	
                01/01/11

              
	 	103357742	 	
                State
      of Washington

              	
                Electrical
      Contractor

              	 	 	6,000	 	 
      	
                02/23/10

              	
                02/23/11

              
	 	104239625	 	
                State
      of Oklahoma

              	
                Sales
      Tax

              	 	 	5,000	 	 
      	
                02/25/10

              	
                02/25/11

              
	 	104054615	 	
                State
      of Nevada

              	
                Contractors
      License

              	 	 	15,000	 	 
      	
                04/21/10

              	
                04/21/11

              
	 	104054618	 	
                Arizona
      Department of Revenue

              	
                Other
      Financial Guarantee

              	 	 	2,000	 	 
      	
                04/22/10

              	
                04/22/11

              
	 	104088940	 	
                State
      of Oregon Construction Contractors Board

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                05/05/10

              	
                05/05/11

              
	 	 	 	 
      	 
      	 	$	48,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Prince
      Telecom, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104637633	 	
                State
      of Nevada

              	
                Contractors
      License

              	 	$	30,000	 	 
      	
                07/23/09

              	
                07/23/10

              
	 	105331769	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	20,000	 	 
      	
                08/26/09

              	
                08/26/10

              
	 	105331770	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	75,000	 	 
      	
                08/26/09

              	
                08/26/10

              
	 	105331796	 	
                State
      of California

              	
                Contractors
      License

              	 	 	12,500	 	 
      	
                10/15/09

              	
                10/15/10

              
	 	105334793	 	
                State
      of California

              	
                Contractors
      License

              	 	 	12,500	 	 
      	
                10/16/09

              	
                10/16/10

              
	 	104767646	 	
                City
      of Raleigh

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                11/29/09

              	
                11/29/10

              
	 	104767665	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	15,000	 	 
      	
                12/13/09

              	
                12/13/10

              
	 	104767647	 	
                State
      of Washington

              	
                Contractors
      License

              	 	 	4,000	 	 
      	
                12/14/09

              	
                12/14/10

              
	 	 	 	 
      	 
      	 	$	174,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                RJE
      Canada, ULC

              	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105154960	 	
                SaskTel

              	
                Performance

              	 	 	204,837	 	 
      	
                07/30/08

              	
                07/30/09

              
	 	105154961	 	
                SaskTel

              	
                Performance

              	 	 	256,354	 	 
      	
                07/30/08

              	
                07/30/09

              
	 	105280031	 	
                SaskTel

              	
                Performance

              	 	 	111,056	 	 
      	
                05/29/09

              	
                05/29/10

              
	 	105280032	 	
                SaskTel

              	
                Performance

              	 	 	333,936	 	 
      	
                05/29/09

              	
                05/29/10

              
	 	 	 	 
      	 
      	 	 	906,184	 	
                CAD

              	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                RJE
      Telecom, LLC

              	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104876740	 	
                CLSI

              	
                Contractors
      License

              	 	$	5,000	 	 
      	
                06/04/09

              	
                06/04/10

              
	 	104343448	 	
                California
      Contractors State License Board

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                09/21/09

              	
                09/21/10

              
	 	104343449	 	
                California
      Contractors State License Board

              	
                Other
      License

              	 	 	7,500	 	 
      	
                09/21/09

              	
                09/21/10

              
	 	105312803	 	
                Easton
      Area School District

              	
                Performance
      and Payment

              	 	 	338,940	 	 
      	
                03/26/10

              	
                03/26/11

              
	 	104637621	 	
                State
      of Washington

              	
                Contractors
      License

              	 	 	4,000	 	 
      	
                03/29/10

              	
                03/29/11

              
	 	105403801	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	15,000	 	 
      	
                04/08/10

              	
                04/08/11

              
	 	105403802	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	20,000	 	 
      	
                04/08/10

              	
                04/08/11

              
	 	104343583	 	
                State
      of Arizona

              	
                Contractors
      License

              	 	 	2,000	 	 
      	
                04/28/10

              	
                04/28/11

              
	 	104528962	 	
                State
      of Arizona

              	
                Contractors
      License

              	 	 	3,500	 	 
      	
                05/23/10

              	
                05/23/11

              
	 	 	 	 
      	 
      	 	$	405,940	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Star
      Construction, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105227052	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	$	317,090	 	 
      	
                04/23/09

              	
                04/23/10

              
	 	105227053	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	347,044	 	 
      	
                04/23/09

              	
                04/23/10

              
	 	105227056	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	516,048	 	 
      	
                04/23/09

              	
                04/23/10

              
	 	105280036	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	384,772	 	 
      	
                06/04/09

              	
                06/04/10

              
	 	104876742	 	
                City
      of Chattanooga

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                06/05/09

              	
                06/05/10

              
	 	105280046	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	244,067	 	 
      	
                06/15/09

              	
                06/15/10

              
	 	105280047	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	402,559	 	 
      	
                06/15/09

              	
                06/15/10

              
	 	105280048	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	560,520	 	 
      	
                06/15/09

              	
                06/15/10

              
	 	105280049	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	471,573	 	 
      	
                06/15/09

              	
                06/15/10

              
	 	105280054	 	
                CenturyTel
      Service Group, LLC

              	
                Other
      Contract Award

              	 	 	162,849	 	 
      	
                07/07/09

              	
                07/07/10

              
	 	105154972	 	
                City
      of Jasper, TN

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                08/01/09

              	
                08/01/10

              
	 	105312802	 	
                Charles
      Blalock & Sons Inc.

              	
                Performance
      and Payment

              	 	 	169,388	 	 
      	
                08/01/09

              	
                08/01/10

              
	 	104547218	 	
                Town
      of Kimberly

              	
                Right
      of Way

              	 	 	2,500	 	 
      	
                08/09/09

              	
                08/09/10

              
	 	105280064	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	354,916	 	 
      	
                08/11/09

              	
                08/11/10

              
	 	105280065	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	219,618	 	 
      	
                08/11/09

              	
                08/11/10

              
	 	105280066	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	370,471	 	 
      	
                08/11/09

              	
                08/11/10

              
	 	105280067	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	91,462	 	 
      	
                08/11/09

              	
                08/11/10

              
	 	105280068	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	284,742	 	 
      	
                08/11/09

              	
                08/11/10

              
	 	105280069	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	213,820	 	 
      	
                08/11/09

              	
                08/11/10

              
	 	105280070	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	293,275	 	 
      	
                08/11/09

              	
                08/11/10

              
	 	103357540	 	
                City
      of Chattanooga

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                09/11/09

              	
                09/11/10

              
	 	105331777	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	164,786	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331778	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	194,133	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331779	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	343,820	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331780	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	119,212	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331781	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	357,369	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331782	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	343,988	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331783	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	250,345	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331784	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	180,889	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	103891654	 	
                Jefferson
      County Roads & Transportation Dept

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                09/17/09

              	
                09/17/10

              
	 	104343467	 	
                City
      of Morristown, TN

              	
                Other
      Permit

              	 	 	10,000	 	 
      	
                11/09/09

              	
                11/09/10

              
	 	104767655	 	
                Kentucky
      Transportation Cabinet

              	
                Other
      License

              	 	 	1,000	 	 
      	
                11/10/09

              	
                11/10/10

              
	 	105331799	 	
                Williamson
      County Highway Department

              	
                Right
      of Way

              	 	 	10,000	 	 
      	
                11/16/09

              	
                11/16/10

              
	 	105331802	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	828,403	 	 
      	
                12/04/09

              	
                12/04/10

              
	 	105331803	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	856,178	 	 
      	
                12/04/09

              	
                12/04/10

              
	 	105331804	 	
                West
      Carolina Rural Telephone Cooperative, Inc.

              	
                Other
      Contract Award

              	 	 	388,426	 	 
      	
                12/04/09

              	
                12/04/10

              
	 	104343477	 	
                Cherokee
      County Commission

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                12/07/09

              	
                12/07/10

              
	 	105331810	 	
                Summers-Taylor
      Inc.

              	
                Performance
      and Payment

              	 	 	276,425	 	 
      	
                02/02/10

              	
                02/02/11

              
	 	103357725	 	
                Shelby
      County (Alabama) Dept of Transportation

              	
                Right
      of Way

              	 	 	10,000	 	 
      	
                02/09/10

              	
                02/09/11

              
	 	104343525	 	
                City
      of Helena

              	
                Right
      of Way

              	 	 	30,000	 	 
      	
                03/01/10

              	
                03/01/11

              
	 	105403790	 	
                Embarq
      Management Company

              	
                Performance

              	 	 	105,013	 	 
      	
                03/10/10

              	
                03/10/11

              
	 	104343543	 	
                City
      of Lebanon

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                03/28/10

              	
                03/28/11

              
	 	103592593	 	
                Town
      of Surgoinsville

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                04/02/10

              	
                04/02/11

              
	 	103359063	 	
                City
      of Spring Hill

              	
                Street
      Opening

              	 	 	7,500	 	 
      	
                04/04/10

              	
                04/04/11

              
	 	104343541	 	
                City
      of Gallatin

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                04/18/10

              	
                04/18/11

              
	 	105403811	 	
                City
      of Brentwood

              	
                Right
      of Way

              	 	 	50,000	 	 
      	
                04/28/10

              	
                04/28/11

              
	 	104637628	 	
                Metropolitan
      Government of Nashville & Davidson County Tennessee

              	
                Other
      Permit

              	 	 	40,000	 	 
      	
                05/05/10

              	
                05/05/11

              
	 	105403822	 	
                Tennessee
      Telephone Company dba TDS Telecom

              	
                Performance

              	 	 	122,779	 	 
      	
                05/21/10

              	
                05/21/11

              
	 	105403823	 	
                Tennessee
      Telephone Company dba TDS Telecom

              	
                Performance

              	 	 	1,229,099	 	 
      	
                05/24/10

              	
                05/24/11

              
	 	105403821	 	
                CenturyTel
      Service Group, LLC

              	
                Performance

              	 	 	147,375	 	 
      	
                06/04/10

              	
                06/04/11

              
	 	105164555	 	
                Tennessee
      Telephone Company

              	
                Other
      Contract Award

              	 	 	50,000	 	 
      	
                08/28/08

              	
                08/28/11

              
	 	105164565	 	
                TDS
      Telecommunications Corporation

              	
                Other
      Contract Award

              	 	 	50,000	 	 
      	
                09/02/08

              	
                09/02/11

              
	 	105062830	 	
                Summers-Taylor
      Inc.

              	
                Other
      Contract Award

              	 	 	579,540	 	 
      	
                07/18/08

              	
                12/31/11

              
	 	 	 	 
      	 
      	 	$	12,192,993	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                TCS
      Communications, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104528964	 	
                State
      of New Mexico

              	
                Contractors
      License

              	 	$	5,000	 	 
      	
                06/03/09

              	
                06/03/10

              
	 	105062822	 	
                City
      of Centennial

              	
                Right
      of Way

              	 	 	20,000	 	 
      	
                06/24/09

              	
                06/24/10

              
	 	104279808	 	
                Polk
      County Building Division

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                06/25/09

              	
                06/25/10

              
	 	105280051	 	
                City
      of Greenwood Village, CO

              	
                Maintenance

              	 	 	5,000	 	 
      	
                06/30/09

              	
                06/30/10

              
	 	105280053	 	
                Manitou
      Springs, CO

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                07/07/09

              	
                07/07/10

              
	 	104547210	 	
                City
      of Idaho Springs

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                07/12/09

              	
                07/12/10

              
	 	105280050	 	
                City
      of Cherry Hills Village

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                07/22/09

              	
                07/22/10

              
	 	105129807	 	
                City
      of Rio Rancho

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                07/25/09

              	
                07/25/10

              
	 	105129808	 	
                City
      of Albuquerque, NM

              	
                Street
      Opening

              	 	 	10,000	 	 
      	
                07/25/09

              	
                07/25/10

              
	 	105129809	 	
                City
      of Albuquerque, NM

              	
                Other
      Permit

              	 	 	15,000	 	 
      	
                07/25/09

              	
                07/25/10

              
	 	104767628	 	
                Town
      of Larkspur

              	
                Right
      of Way

              	 	 	20,000	 	 
      	
                07/27/09

              	
                07/27/10

              
	 	105280057	 	
                Hersey
      Cooperative Telephone Company

              	
                Other
      Contract Award

              	 	 	977,662	 	 
      	
                07/27/09

              	
                07/27/10

              
	 	105154962	 	
                Bernalillo
      County, NM

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                07/28/09

              	
                07/28/10

              
	 	105154963	 	
                Bernalillo
      County, NM

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                07/28/09

              	
                07/28/10

              
	 	105154964	 	
                City
      of Santa Fe, NM

              	
                Right
      of Way

              	 	 	10,000	 	 
      	
                07/29/09

              	
                07/29/10

              
	 	104343413	 	
                State
      of Arizona Registrar of Contractors

              	
                Contractors
      License

              	 	 	14,250	 	 
      	
                08/05/09

              	
                08/05/10

              
	 	105280072	 	
                City
      of Cherry Hills Village

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                08/20/09

              	
                08/20/10

              
	 	105331767	 	
                Beaver
      Creek Metropolitan District

              	
                Performance

              	 	 	2,000	 	 
      	
                08/21/09

              	
                08/21/10

              
	 	103382796	 	
                Bright
      House Networks

              	
                Other
      Financial Guarantee

              	 	 	750,000	 	 
      	
                08/30/09

              	
                08/30/10

              
	 	105331774	 	
                Nebraska
      Department of Revenue

              	
                Other
      Financial Guarantee

              	 	 	53,900	 	 
      	
                09/01/09

              	
                09/01/10

              
	 	104343434	 	
                Town
      of Silverthorne

              	
                Road
      Restoration/Maintenance

              	 	 	25,000	 	 
      	
                09/04/09

              	
                09/04/10

              
	 	104767637	 	
                City
      of Colorado Springs

              	
                Other
      Permit

              	 	 	5,000	 	 
      	
                09/06/09

              	
                09/06/10

              
	 	103891664	 	
                City
      of Brighton, CO

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                09/25/09

              	
                09/25/10

              
	 	104767643	 	
                El
      Paso County

              	
                Other
      License

              	 	 	2,500	 	 
      	
                09/29/09

              	
                09/29/10

              
	 	103817749	 	
                Orange
      County Government Florida

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                09/30/09

              	
                09/30/10

              
	 	103841179	 	
                City
      of Orlando, State of Florida

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                09/30/09

              	
                09/30/10

              
	 	104876771	 	
                State
      of Nevada Contractors Board

              	
                Contractors
      License

              	 	 	50,000	 	 
      	
                12/12/09

              	
                12/12/10

              
	 	105331807	 	
                City
      of Fountain

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                12/27/09

              	
                12/27/10

              
	 	103508022	 	
                City
      and County of Denver

              	
                Street
      Opening

              	 	 	50,000	 	 
      	
                12/28/09

              	
                12/28/10

              
	 	103959022	 	
                City
      of Englewood, CO

              	
                Right
      of Way

              	 	 	20,000	 	 
      	
                01/06/10

              	
                01/06/11

              
	 	104239601	 	
                City
      of Boulder, CO

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                01/07/10

              	
                01/07/11

              
	 	103694526	 	
                City
      of Aurora, CO

              	
                Right
      of Way

              	 	 	20,000	 	 
      	
                01/14/10

              	
                01/14/11

              
	 	103694529	 	
                Adams
      County, CO

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                01/14/10

              	
                01/14/11

              
	 	103999996	 	
                City
      of LaFayette, CO

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                01/17/10

              	
                01/17/11

              
	 	103694527	 	
                City
      of Wheat Ridge, CO

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                01/23/10

              	
                01/23/11

              
	 	103694528	 	
                City
      of Golden, CO

              	
                Contractors
      License

              	 	 	2,000	 	 
      	
                01/28/10

              	
                01/28/11

              
	 	103557391	 	
                City
      of Westminster

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                02/19/10

              	
                02/19/11

              
	 	103694525	 	
                City
      of Englewood, CO

              	
                Right
      of Way

              	 	 	10,000	 	 
      	
                02/19/10

              	
                02/19/11

              
	 	105227033	 	
                Custom
      Management Group

              	
                Performance

              	 	 	2,000	 	 
      	
                02/27/10

              	
                02/27/11

              
	 	103841177	 	
                City
      of Arvada, CO

              	
                Contractors
      License

              	 	 	20,000	 	 
      	
                03/01/10

              	
                03/01/11

              
	 	104023099	 	
                City
      of Littleton, CO

              	
                Street
      Opening

              	 	 	2,000	 	 
      	
                03/01/10

              	
                03/01/11

              
	 	104023100	 	
                City
      of Northglenn, CO

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                03/01/10

              	
                03/01/11

              
	 	103792930	 	
                Arapahoe
      County, CO

              	
                Contractors
      License

              	 	 	20,000	 	 
      	
                03/13/10

              	
                03/13/11

              
	 	105403791	 	
                Nex-Tech,
      Inc.

              	
                Other
      Contract Award

              	 	 	1,320,622	 	 
      	
                03/17/10

              	
                03/17/11

              
	 	105227037	 	
                Pueblo
      Department of Public Works

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                03/20/10

              	
                03/20/11

              
	 	105227040	 	
                Bernalillo
      County, NM

              	
                Street
      Obstruction

              	 	 	15,000	 	 
      	
                03/25/10

              	
                03/25/11

              
	 	105062807	 	
                Arizona
      Department of Revenue

              	
                Other
      Financial Guarantee

              	 	 	7,000	 	 
      	
                05/14/10

              	
                05/14/11

              
	 	105403817	 	
                Town
      of Grand Lake

              	
                Performance

              	 	 	2,375	 	 
      	
                05/14/10

              	
                05/14/11

              
	 	105280030	 	
                Florida
      Department of Business & Professional Regulation

              	
                Contractors
      License

              	 	 	100,000	 	 
      	
                05/28/10

              	
                05/28/11

              
	 	105331772	 	
                City
      of Cherry Hills Village

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                08/28/09

              	
                08/28/11

              
	 	105403804	 	
                Osceola
      County Board of County Commissioners

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                04/13/10

              	
                09/30/11

              
	 	 	 	 
      	 
      	 	$	3,666,309	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Tesinc,
      LLC

              	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	103661596	 	
                Washington
      Dept of Labor & Industries

              	
                Contractors
      License

              	 	$	4,000	 	 
      	
                07/01/09

              	
                07/01/10

              
	 	103357598	 	
                State
      of Washington

              	
                Contractors
      License

              	 	 	4,000	 	 
      	
                10/19/09

              	
                10/19/10

              
	 	104023085	 	
                Washington
      Dept of Labor & Industries

              	
                Contractors
      License

              	 	 	12,000	 	 
      	
                03/04/10

              	
                03/04/11

              
	 	104023083	 	
                State
      of California

              	
                Contractors
      License

              	 	 	10,000	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	104023084	 	
                State
      of California

              	
                Contractors
      License

              	 	 	7,500	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	 	 	 
      	 
      	 	$	37,500	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Underground
      Specialties, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105331791	 	
                Century
      Tel

              	
                Other
      Contract Award

              	 	$	380,432	 	 
      	
                10/14/09

              	
                10/14/10

              
	 	104597107	 	
                Oregon
      Department of Transportation

              	
                Other
      Permit

              	 	 	20,000	 	 
      	
                12/21/09

              	
                12/21/10

              
	 	105331808	 	
                Clark
      Public Utilities

              	
                Performance
      and Payment

              	 	 	45,169	 	 
      	
                01/25/10

              	
                01/25/11

              
	 	104023067	 	
                State
      of Washington Dept of Labor & Industries

              	
                Contractors
      License

              	 	 	12,000	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	104023077	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	15,000	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	104023096	 	
                State
      of NM

              	
                Contractors
      License

              	 	 	5,000	 	 
      	
                04/01/10

              	
                04/01/11

              
	 	105403806	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	20,000	 	 
      	
                04/13/10

              	
                04/13/11

              
	 	105403807	 	
                State
      of Oregon

              	
                Contractors
      License

              	 	 	75,000	 	 
      	
                04/13/10

              	
                04/13/11

              
	 	104279769	 	
                State
      of Oregon

              	
                Other
      Financial Guarantee

              	 	 	4,500	 	 
      	
                05/05/10

              	
                05/05/11

              
	 	 	 	 
      	 
      	 	$	577,101	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                UtiliQuest,
      LLC

              	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	105062815	 	
                Atlanta
      Gas Light

              	
                Performance

              	 	$	2,000,000	 	 
      	
                06/02/08

              	
                06/02/09

              
	 	105062828	 	
                Nashville
      Electric Services

              	
                Performance
      and Payment

              	 	 	223,600	 	 
      	
                07/15/08

              	
                07/15/09

              
	 	105331773	 	
                City
      of Fort Worth

              	
                Contractors
      License

              	 	 	25,000	 	 
      	
                09/01/09

              	
                09/01/10

              
	 	105129810	 	
                City
      of Riverside - Public Utilities

              	
                Performance
      and Payment

              	 	 	330,000	 	 
      	
                07/29/08

              	
                07/01/11

              
	 	 	 	 
      	 
      	 	$	2,578,600	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	
                White
      Mountain Cable Construction, LLC

              	 
      	 	 	 	 	 
      	 
      	 
      
	
                Bond
      Number(s)

              	 	
                Obligee(s)

              	
                Bond
      Type

              	 	
                Bond
      Amount

              	 	 
      	
                Effective
      Date

              	
                Expiration
      Date

              
	 	104876729	 	
                Nagog
      Woods Community Corporation

              	
                Performance

              	 	$	50,000	 	 
      	
                03/02/09

              	
                03/02/10

              
	 	105280034	 	
                Town
      of Ashland, MA

              	
                Right
      of Way

              	 	 	100,000	 	 
      	
                06/04/09

              	
                06/04/10

              
	 	105280037	 	
                Town
      of Norwood, MA

              	
                Right
      of Way

              	 	 	25,000	 	 
      	
                06/09/09

              	
                06/09/10

              
	 	105280042	 	
                Town
      of Needham, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                06/09/09

              	
                06/09/10

              
	 	105062826	 	
                Town
      of Boxborough, MA

              	
                Right
      of Way

              	 	 	10,000	 	 
      	
                07/01/09

              	
                07/01/10

              
	 	105280055	 	
                Town
      of Westborough

              	
                Right
      of Way

              	 	 	50,000	 	 
      	
                07/21/09

              	
                07/21/10

              
	 	104876749	 	
                Town
      of Sudbury, MA

              	
                Performance

              	 	 	1,000,000	 	 
      	
                07/26/09

              	
                07/26/10

              
	 	105280058	 	
                Town
      of Canton, MA

              	
                Right
      of Way

              	 	 	2,000	 	 
      	
                07/28/09

              	
                07/28/10

              
	 	105280061	 	
                Town
      of Mansfield, CT

              	
                Right
      of Way

              	 	 	4,000	 	 
      	
                07/31/09

              	
                07/31/10

              
	 	105280062	 	
                City
      of Lawrence, MA

              	
                Right
      of Way

              	 	 	10,000	 	 
      	
                08/04/09

              	
                08/04/10

              
	 	105280071	 	
                Town
      of Marshfield, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                08/12/09

              	
                08/12/10

              
	 	105154977	 	
                Town
      of Malborough, MA

              	
                Performance

              	 	 	1,000,000	 	 
      	
                08/13/09

              	
                08/13/10

              
	 	105154989	 	
                Town
      of Trumbull, CT

              	
                Street
      Opening

              	 	 	10,000	 	 
      	
                08/15/09

              	
                08/15/10

              
	 	105164552	 	
                Town
      of Monroe, CT

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                08/15/09

              	
                08/15/10

              
	 	105331768	 	
                Town
      of Topsfield, MA

              	
                Right
      of Way

              	 	 	20,000	 	 
      	
                08/21/09

              	
                08/21/10

              
	 	105331776	 	
                Town
      of Griswold

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                09/09/09

              	
                09/09/10

              
	 	105331785	 	
                Town
      of Griswold

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                09/14/09

              	
                09/14/10

              
	 	105331788	 	
                Town
      of Braintree, MA

              	
                Right
      of Way

              	 	 	50,000	 	 
      	
                09/23/09

              	
                09/23/10

              
	 	105331789	 	
                Town
      of Winchester, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                09/30/09

              	
                09/30/10

              
	 	105331790	 	
                Town
      of W Boylston, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                10/06/09

              	
                10/06/10

              
	 	104876762	 	
                Town
      of Southborough, MA

              	
                Street
      Opening

              	 	 	350,000	 	 
      	
                10/17/09

              	
                10/17/10

              
	 	105331794	 	
                Town
      of Duxbury, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                10/20/09

              	
                10/20/10

              
	 	105331797	 	
                Town
      of Uxbridge, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                10/30/09

              	
                10/30/10

              
	 	105331798	 	
                Town
      of Kingston, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                11/03/09

              	
                11/03/10

              
	 	105331800	 	
                Town
      of Foxboro, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                11/20/09

              	
                11/20/10

              
	 	105331801	 	
                Town
      of Putnam, CT

              	
                Street
      Opening

              	 	 	3,000	 	 
      	
                11/23/09

              	
                11/23/10

              
	 	105403782	 	
                Town
      of Lynn, MA

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                02/18/10

              	
                02/18/11

              
	 	105403783	 	
                Town
      o Stoneham, MA

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                02/18/10

              	
                02/18/11

              
	 	105403784	 	
                Town
      of Swampscott, MA

              	
                Street
      Opening

              	 	 	10,000	 	 
      	
                02/18/10

              	
                02/18/11

              
	 	105403785	 	
                Town
      of Newton

              	
                Street
      Opening

              	 	 	20,000	 	 
      	
                02/18/10

              	
                02/18/11

              
	 	105403794	 	
                Great
      Hill Corporation

              	
                Performance

              	 	 	50,000	 	 
      	
                03/18/10

              	
                03/18/11

              
	 	105403796	 	
                Heritage
      Green Condo Trust

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                03/25/10

              	
                03/25/11

              
	 	105403797	 	
                Town
      of Cohasset, MA

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                03/25/10

              	
                03/25/11

              
	 	105227041	 	
                Town
      of Sutton, MA

              	
                Right
      of Way

              	 	 	5,000	 	 
      	
                03/31/10

              	
                03/31/11

              
	 	105062795	 	
                Town
      of Wakefield

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                04/02/10

              	
                04/02/11

              
	 	105062800	 	
                Town
      of Northborough

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                04/11/10

              	
                04/11/11

              
	 	105403803	 	
                City
      of Methuen, MA

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                04/13/10

              	
                04/13/11

              
	 	105062804	 	
                Town
      of Wayland, MA

              	
                Street
      Opening

              	 	 	5,000	 	 
      	
                04/24/10

              	
                04/24/11

              
	 	105403814	 	
                Town
      of Abington, MA

              	
                Street
      Opening

              	 	 	25,000	 	 
      	
                05/06/10

              	
                05/06/11

              
	 	 	 	 
      	 
      	 	$	2,889,000	 	 
      	 
      	 
      
	 	 	 	 
      	 
      	 	 	 	 	 
      	 
      	 
      
	 	 	 	 
      	
                TOTAL

              	 	$	46,013,643	 	 
      	 
      	 
      


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Schedule
8.02

      


      LIENS
EXISTING ON THE CLOSING DATE

      


      8.02(a)

      Capital
Leases

       

      


      Broadband
Express, LLC and Midtown Express, LLC lease vehicles pursuant to leases that are
classified as capital leases on the consolidated financial statements of the
Borrower.  These leases have an aggregate liability of approximately
$114,230 on the consolidated financial statements of the Borrower.

      


      


      8.02(b)

      Tax
Liens

       

      


      
        	
                Issued By

              	
                Issued Against

              	
                Amount

              	 
	
                State
      of Washington Employment Security Department

              	
                Locating,
      Inc.

              	$	676.03	 
	
                Georgia
      Department of Revenue

              	
                S.T.S.,
      LLC

              	$	2,511.73	 
	
                The
      Department of Treasury

              	
                Tesinc,
      LLC

              	$	487,464.44	 
	
                Georgia
      Department of Revenue

              	
                Utiliquest,
      LLC

              	$	2,159.30	 
	
                Georgia
      Department of Revenue

              	
                Utiliquest,
      LLC

              	$	2,280.68	 


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      8.02(c)

      Equipment
Liens

      


      
        	
                Debtor

              	
                Secured
      Party

              	
                Filing
      Number

              	
                Date
      of Filing

              	
                Collateral

              
	
                Broadband
      Express, LLC

              	
                Wells
      Fargo Financial Leasing, Inc.

              	
                2009
      1441739

              	
                5/7/2009

              	
                Equipment
      Lease

              
	
                Broadband
      Express, LLC

              	
                Modern
      Office Methods, Inc.

              	
                2010
      0056659

              	
                1/7/2010

              	
                Equipment
      Lease

              
	
                Niels
      Fugal Sons Company, LLC

              	
                Cashman
      Equipment Company

              	
                2008
      3198106

              	
                9/22/008

              	
                Equipment
      Lease

              
	
                Niels
      Fugal Sons Company, LLC

              	
                Cashman
      Equipment Company

              	
                2008
      3392097

              	
                10/7/2008

              	
                Equipment
      Lease

              
	
                Prince
      Telecom, Inc.

              	
                UA
      Bancorp

              	
                5154585
      5

              	
                5/19/2005

              	
                Equipment
      Lease

              
	
                Prince
      Telecom, Inc.

              	
                American
      Tire Distributors, Inc.

              	
                6330864
      1

              	
                9/25/2006

              	
                Equipment
      Lease

              
	
                Prince
      Telecom, Inc.

              	
                Les
      Schwab Warehouse Center, Inc.

              	
                6364680
      0

              	
                10/19/2006

              	
                Equipment
      Lease

              
	
                Prince
      Telecom, Inc.

              	
                Great
      America Leasing Corporation

              	
                2008
      3642103

              	
                10/29/2008

              	
                Equipment
      Lease

              
	
                Prince
      Telecom, Inc.

              	
                Leaf
      Funding, Inc.

              	
                2009
      1909107

              	
                6/16/2009

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Wachovia
      Bank, N.A.

              	
                060-1999-014254

              	
                7/21/1999

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Wells
      Fargo Financial Leasing, Inc.

              	
                007-2001-012431

              	
                11/14/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Dell
      Financial Services, L.P.

              	
                007-2001-003394

              	
                4/12/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Comark
      Inc.

              	
                007-2001-008386

              	
                8/1/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Dell
      Financial Services, L.P.

              	
                007-2001-009249

              	
                8/22/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Docuteam,
      Inc.

              	
                007-2001-009268

              	
                8/23/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Wells
      Fargo Financial Leasing, Inc.

              	
                007-2003-000089

              	
                1/6/2003

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Minolta
      Business Solutions, Inc.

              	
                007-2003-005575

              	
                5/20/2003

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Wells
      Fargo Financial Leasing, Inc.

              	
                007-2005-018851

              	
                12/20/2005

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Dell
      Financial Services, L.P.

              	
                007-2001-002405

              	
                3/22/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                CDW
      Leasing, LLC

              	
                007-2001-004361

              	
                5/4/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                CDW
      Leasing, LLC

              	
                007-2001-011787

              	
                10/29/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Comark
      Inc.

              	
                007-2001-011933

              	
                11/1/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                U.S.
      Bancorp Oliver Allen Technology Leasing

              	
                007-2002-004250

              	
                4/22/2002

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                U.S.
      Bancorp Oliver Allen Technology Leasing

              	
                007-2002-004808

              	
                5/8/2002

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                U.S.
      Bancorp Oliver Allen Technology Leasing

              	
                007-2002-007073

              	
                7/10/2002

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                IBM
      Credit Corporation

              	
                007-2002-010697

              	
                10/22/2002

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Lease
      Corporation of America

              	
                007-2002-012232

              	
                8/2/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                PNC
      Bank, N.A.

              	
                060-2002-016857

              	
                12/11/2002

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Worldcom
      Communications Inc

              	
                060-2001-013932

              	
                8/2/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                PNC
      Bank, N.A.

              	
                060-2001-015049

              	
                8/30/2001

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                -

              	
                060-2008-009261

              	
                11/14/2008

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Capital
      Source Finance LLC

              	
                060-2002-015246

              	
                11/5/2002

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Capital
      Source Finance LLC

              	
                060-2002-016414

              	
                12/2/2002

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                US
      Bancorp

              	
                050-2004-012947

              	
                10/7/2004

              	
                Equipment
      Lease

              
	
                Utiliquest,
      LLC

              	
                Wachovia
      Bank, N.A.

              	
                060-2008-009386

              	
                9/16/2008

              	
                Equipment
      Lease

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Schedule
8.05

      


      INVESTMENTS
EXISTING ON THE CLOSING DATE

      


      The
Investments as of the Closing Date in the following Subsidiaries:

      


      Unrestricted
Subsidiaries:

      


      
        	
                CertusView
      Technologies, LLC

                 

              	
                US
      $29,584,929

              
	
                CertusView
      Solutions, LLC

                 

              	
                US
      $     270,000

              


      

      


      


      


      Foreign
Subsidiaries:

      


      
        	
                RJE
      Canada, ULC (includes existing indebtedness of $1,283,672 from Schedule
      8.01)

                 

              	 	
                US
      $3,348,322

              	 
	
                S.T.S.
      Canada, ULC

                 

              	 	$0	 


      

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Schedule
11.02

      


      CERTAIN
ADDRESSES FOR NOTICES

      


      


      1.           Addresses
for Credit Parties:

      


      Care
of:

      Dycom
Industries, Inc.

      11770
U.S. Highway 1 Suite 101

      Palm
Beach Gardens, FL 33408

      


      2.           Addresses
for Administrative Agent, Swingline Lender and L/C Issuer:

      


      Administrative Agent’s
Office

      (for
payments and Requests for Credit Extensions):

      


      Bank of
America, N.A.

      One
Independence Center

      101 N.
Tryon Street

      Mail
Code: NC1-001-04-39

      Charlotte,
NC 28255-0001

      Attention:
Sandra McEachern

      Telephone:
(980) 386-1524

      Telecopier:
(704) 409-0857

      Electronic
Mail:  sandra.a.mceachern@baml.com

      Account
No.:  1366212250600

      Ref:  Dycom
Industries, Inc.

      ABA#
026009593

      


      Other Notices as
Administrative Agent:

      Bank of
America, N.A.

      Agency
Management

      335
Madison Avenue

      Mail
Code: NY1-503-04-03

      New York,
NY 10017

      
        	
                 
      

              	
                Attention:  Paley
      Chen

              


      

      
        	
                 
      

              	
                Telephone:  (646)
      556-0753

              


      

      
        	
                 
      

              	
                Telecopier:  (212)
      548-8944

              


      

      
        	
                 
      

              	
                Electronic
      Mail:  Paley.Chen@baml.com

              


      

      


      L/C
Issuer:

      


      Bank of
America, N.A.

      
        	
                 
      

              	
                Trade
      Operations

              


      

      1 Fleet
Way

      Mail
Code: PA6-580-02-30

      Scranton,
PA 18507

      
        	
                 
      

              	
                Attention:
      Michael A. Grizzanti

              


      

      
        	
                 
      

              	
                Telephone:  (570)
      330-4214

              


      

      
        	
                 
      

              	
                Telecopier:  (800)
      755-8743

              


      

      
        	
                 
      

              	
                Electronic
      Mail:  Michael.A.Grizzanti@baml.com

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Swingline
Lender:

      


      Bank of
America, N.A.

      One
Independence Center

      101 N.
Tryon Street

      Mail
Code: NC1-001-04-39

      Charlotte,
NC 28255-0001

      
        	
                 
      

              	
                Attention:
      Sandra McEachern

              


      

      
        	
                 
      

              	
                Telephone:  (980)
      386-1524

              


      

      
        	
                 
      

              	
                Telecopier:  (704)
      409-0857

              


      

      
        	
                 
      

              	
                Electronic
      Mail:  sandra.a.mceachern@baml.com

              


      

      Account
No.:  1366212250600

      
        	
                 
      

              	
                Ref:  Dycom
      Industries, Inc.

              


      

      
        	
                 
      

              	
                ABA#
      026009593

              


      

      


       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibit
2.01(b)

      


      [FORM OF]
LENDER JOINDER AGREEMENT

      


      


      THIS
LENDER JOINDER AGREEMENT (this “Agreement”), dated as
of _______ __, 20__, to the Credit Agreement referenced below is by and among
[NEW LENDER] (the “New
Lender”), DYCOM INDUSTRIES, INC., a Florida corporation (the “Borrower”), the
Guarantors, [[BANK OF AMERICA, N.A.][other L/C Issuer], as L/C Issuer], [BANK OF
AMERICA, N.A., as Swingline Lender] and BANK OF AMERICA, N.A., as Administrative
Agent.  Capitalized terms used but not otherwise defined herein have
the meanings provided in the Credit Agreement.

      


      W I T N E
S S E T H

      


      WHEREAS,
pursuant to that Credit Agreement, dated as of June 4, 2010 (as amended,
restated, amended and restated, modified, supplemented, increased or extended
from time to time, the “Credit Agreement”),
by and among the Borrower, the Guarantors identified therein, the Lenders from
time to time party thereto and Bank of America, N.A., as Administrative Agent,
Swingline Lender and L/C Issuer, the Lenders have agreed to provide the Borrower
with [a] revolving credit facility [and term loan facilities];

      


      WHEREAS,
pursuant to Section
2.01(b) of the Credit Agreement, the Borrower has requested that the New
Lender provide a portion of an Incremental Credit Facility under the Credit
Agreement; and

      


      WHEREAS,
the New Lender has agreed to provide a portion of such Incremental Credit
Facility on the terms and conditions set forth herein and to become a “Lender”
under the Credit Agreement in connection therewith;

      


      NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

      


      1.           Capitalized
terms used but not defined herein shall have the meaning provided to such terms
in the Credit Agreement.

      


      2.           The
New Lender hereby agrees to provide a [Revolving Commitment] [Term Loan
Commitment] to the Borrower in an amount [up to its Revolving Commitment] [equal
to its Term Loan Commitment] set forth on Schedule 2.01
attached hereto.  The New Lender’s Applicable Percentage of the
[Aggregate Revolving Commitments] [aggregate amount of Term Loan Commitments] as
of the date hereof shall be as set forth on Schedule 2.01
attached hereto.  The existing Schedule 2.01 to the Credit Agreement
shall be deemed to be amended to include the information set forth on Schedule 2.01
attached hereto.

      


      [3.           The
New Lender shall be deemed to have purchased, without recourse, a risk
participation from each of the applicable L/C Issuers in all Letters of Credit
issued by it under the Credit Agreement (including Existing Letters of Credit)
and the obligations arising thereunder in an amount equal to its Applicable
Percentage of the obligations under such Letters of Credit, and shall
absolutely, and unconditionally assume, and be obligated to pay to the L/C
Issuer and discharge when due as provided in the Credit Agreement, its
Applicable Percentage of the obligations arising under such Letters of
Credit.]

      


      [4.           The
New Lender shall be deemed to have purchased, without recourse, a risk
participation from the Swingline Lender in all Swingline Loans made by it under
the Credit Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
and the
obligations arising thereunder in an amount equal to its Applicable Percentage
of the obligations under such Swingline Loans, and shall absolutely and
unconditionally assume, and be obligated to pay to the Swingline Lender and
discharge when due as provided in the Credit Agreement, its Applicable
Percentage of the obligations arising under such Swingline
Loans.]

      

      


      [5.           The
New Lender (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and to become a
Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement, (iii) from and after the date
hereof, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and shall have the obligations of a Lender thereunder, (iv) it
has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 7.01
thereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Agreement and,
based on such information, has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender and
(v) attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement (including pursuant to Section
3.01(e) of the Credit Agreement), duly completed and executed by the New Lender;
and (b) agrees that it will (i) independently and without reliance on the
Administrative Agent 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 Credit Documents and
(ii) perform in accordance with their terms all of the obligations which by the
terms of the Credit Documents are required to be performed by it as a
Lender.

      


      [6.           TERMS
APPLICABLE TO THE TERM LOAN SUCH AS AMORTIZATION, APPLICABLE RATE,
ETC.]

      


      7.           Each
of the Credit Parties agrees that, as of the date hereof, the New Lender shall
(a) be a party to the Credit Agreement, (b) be a “Lender” for all purposes of
the Credit Agreement and the other Credit Documents and (c) have the rights and
obligations of a Lender under the Credit Agreement and the other Credit
Documents.

      


      8.           The
address of the New Lender for purposes of all notices and other communications
is as set forth on the Administrative Questionnaire delivered by the New Lender
to the Administrative Agent.

      


      9.           This
Agreement may be executed in any number of counterparts and by the various
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute
one contract.  Delivery of an executed counterpart of this Agreement
by telecopier shall be effective as delivery of a manually executed counterpart
of this Agreement.

      


      10.           THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

      


      [SIGNATURES
ON FOLLOWING PAGE]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by a duly authorized officer as of the date first above
written.

      


      
        	
                NEW LENDER:

              	
                [NEW
      LENDER]

                 

                 

                By:                                                                

                Name:

                Title:

                 

              
	
                BORROWER:

              	
                DYCOM
      INDUSTRIES, INC.,

                a
      Florida corporation

                 

                 

                By:                                                                

                Name:

                Title:

              


      

      


      


      
        	
                GUARANTORS:

              	
                [LIST
      ALL GUARANTORS AS OF DATE OF EXECUTION]

                 

                 

                By:                                                                

                Name:

                Title:

                 

              


      

      


      Accepted and
Agreed:

      


      BANK OF
AMERICA, N.A.,

      as
Administrative Agent

      


      By:                                           

      Name:

      Title:

      


      [Consented
to:

      


      [L/C
Issuer(s)]

      


      By:                                           

      Name:

      Title:

      


      BANK OF
AMERICA, N.A.,

      as
Swingline Lender

      


      


      By:                                           

      Name:

      Title:]

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Schedule 2.01 to Lender
Joinder Agreement

      


      LENDERS
AND COMMITMENTS

      


       
 

      
        	
                Lender

              	
                Revolving
      Commitment

              	
                Applicable
      Percentage of Aggregate Revolving Commitments

              	
                [Term
      Loan Commitment]

              	
                [Applicable
      Percentage of Term Loan Commitments]

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Total:

              	 
      	 
      	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibit
2.02

      


      [FORM OF]
LOAN NOTICE

      


      Date:  ___________,
_____

      


      


      To:           Bank
of America, N.A., as Administrative Agent

      


      Ladies
and Gentlemen:

      


      Reference
is made to that certain Credit Agreement, dated as of June 4, 2010 (as amended,
restated, amended and restated, modified, supplemented, increased or extended
from time to time, the “Credit Agreement”),
by and among Dycom Industries, Inc., a Florida corporation (the “Borrower”), the
Guarantors identified therein, the Lenders from time to time party thereto and
Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C
Issuer.  Capitalized terms used but not otherwise defined herein have
the meanings provided in the Credit Agreement.

      


      The
undersigned hereby requests (select one):

      


                 A
Borrowing of [Revolving][Term] Loans

      


                 A
conversion or continuation of [Revolving][Term] Loans

      


      
        	
                 
      

              	
                1.

              	
                On

              	
                (a
      Business Day).

              


      

      


      
        	
                 
      

              	
                2.

              	
                In
      the amount of $

              	
                .

              


      

      


      
        	
                 
      

              	
                3.

              	
                Comprised
      of [Base Rate Loans][Eurodollar Rate
Loans].

              


      

      


      
        	
                 
      

              	
                4.

              	
                For
      Eurodollar Rate Loans:  with an Interest Period of [1, 2, 3 or
      6] months.

              


      

      


      With
respect to such Borrowing, the Borrower hereby represents and warrants that (a)
such request complies with the requirements of Section 2.01 of
the Credit Agreement and (b) each of the conditions set forth in Section 5.02 of the
Credit Agreement (and Section 5.01 of the
Credit Agreement with regard to the initial Borrowing under the Credit
Agreement) have been satisfied on and as of the date of such
Borrowing.

      


      DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                               

      Name:

      Title:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
2.04

      


      [FORM OF]
SWINGLINE LOAN NOTICE

      


      Date:
__________, 20__

      


      To:           Bank
of America, N.A., as Swingline Lender

      


      Cc:           Bank
of America, N.A., as Administrative Agent

      


      
        	
                Re:

              	
                Credit
      Agreement, dated as of June 4, 2010 (as amended, restated, amended and
      restated, modified, supplemented, increased or extended from time to time,
      the “Credit
      Agreement”), by and among Dycom Industries, Inc., a Florida
      corporation (the “Borrower”), the
      Guarantors identified therein, the Lenders from time to time party thereto
      and Bank of America, N.A., as Administrative Agent, Swingline Lender and
      L/C Issuer.  Capitalized terms used but not otherwise defined
      herein have the meanings provided in the Credit
  Agreement.

              


      

      


      Ladies
and Gentlemen:

      


      The
undersigned hereby requests a Swingline Loan:

      


      1.           On
__________                                ,
20__ (a Business Day).

      


      2.           In
the amount of $__________.

      


      With
respect to such Borrowing of Swingline Loans, the Borrower hereby represents and
warrants that (i) such request complies with the requirements of the first
proviso to the first sentence of Section 2.04(a)
of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the
Credit Agreement have been satisfied on and as of the date of such Borrowing of
Swingline Loans.

      


      DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                               

      Name:

      Title:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibit
2.11(a)-1

      


      [FORM OF]
REVOLVING NOTE

      


      [Date]

      


      FOR VALUE
RECEIVED, the undersigned, DYCOM INDUSTRIES, INC., a Florida corporation (the
“Borrower”),
hereby unconditionally promises to pay, on the Maturity Date (as defined in the
Credit Agreement referred to below), to the order of ___________ (the “Lender”) at the
Administrative Agent’s Office in Dollars and in immediately available funds, the
aggregate unpaid principal amount of all Revolving Loans made by the Lender to
the undersigned pursuant to Section 2.01(a) of the Credit Agreement referred to
below.  The undersigned further agrees to pay interest in like money
at the Administrative Agent’s Office on the unpaid principal amount hereof and,
to the extent permitted by law, accrued interest in respect hereof from time to
time from the date hereof until payment in full of the principal amount hereof
and accrued interest hereon, at the rates and on the dates set forth in the
Credit Agreement.

      


      This
Revolving Note is one of the Revolving Notes referred to in the Credit
Agreement, dated as of June 4, 2010 (as amended, restated, amended and restated,
modified, supplemented, increased or extended from time to time, the “Credit Agreement”),
by and among the Borrower, the Guarantors identified therein, the Lenders from
time to time party thereto and Bank of America, N.A., as Administrative Agent,
Swingline Lender and L/C Issuer, and the holder is entitled to the benefits
thereof and is secured by the Collateral.  This Revolving Note may be
prepaid in whole or in part subject to the terms and conditions provided in the
Credit Agreement.  Terms used but not otherwise defined herein shall
have the meanings provided in the Credit Agreement.

      


      Upon the
occurrence of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Revolving Note may be
declared to be immediately due and payable, as provided in the Credit Agreement,
without diligence, presentment, demand, protest, or any notice of any
kind.  If any amount is not paid in full when due hereunder (whether
due at any stated or accelerated maturity or otherwise) such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date
of actual payment (before as well as after judgment) computed at the applicable
per annum rate set forth in the Credit Agreement.

      


      All
parties now and hereafter liable with respect to this Revolving Note, whether
maker, principal, surety, endorser or otherwise, hereby waive diligence,
presentment, demand, protest and all other notices of any kind.

      


      THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

      


      This
Revolving Note may, upon execution, be delivered by facsimile or electronic
mail, which shall be deemed for all purposes to be an original
signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                               

      Name:

      Title:

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibit
2.11(a)-2

      


      [FORM OF]
SWINGLINE NOTE

      


      [Date]

      


      FOR VALUE
RECEIVED, the undersigned, DYCOM INDUSTRIES, INC., a Florida corporation (the
“Borrower”),
hereby unconditionally promises to pay, on the Maturity Date (as defined in the
Credit Agreement referred to below), to the order of ___________ (the “Swingline Lender”) at
the Administrative Agent’s Office in Dollars and in immediately available funds,
the aggregate unpaid principal amount of all Swingline Loans made by the Lender
to the undersigned pursuant to Section 2.04 of the Credit Agreement referred to
below.  The undersigned further agrees to pay interest in like money
at the Administrative Agent’s Office on the unpaid principal amount hereof and,
to the extent permitted by law, accrued interest in respect hereof from time to
time from the date hereof until payment in full of the principal amount hereof
and accrued interest hereon, at the rates and on the dates set forth in the
Credit Agreement.

      


      This
Swingline Note is the Swingline Note referred to in the Credit Agreement, dated
as of June 4, 2010 (as amended, restated, amended and restated, modified,
supplemented, increased or extended from time to time, the “Credit Agreement”),
by and among the Borrower, the Guarantors identified therein, the Lenders from
time to time party thereto and Bank of America, N.A., as Administrative Agent,
Swingline Lender and L/C Issuer, and the holder is entitled to the benefits
thereof and is secured by the Collateral.  This Swingline Note may be
prepaid in whole or in part subject to the terms and conditions provided in the
Credit Agreement.  Terms used but not otherwise defined herein shall
have the meanings provided in the Credit Agreement.

      


      Upon the
occurrence of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Swingline Note may be
declared to be immediately due and payable, as provided in the Credit Agreement,
without diligence, presentment, demand, protest, or any notice of any
kind.  If any amount is not paid in full when due hereunder (whether
due at any stated or accelerated maturity or otherwise) such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date
of actual payment (before as well as after judgment) computed at the applicable
per annum rate set forth in the Credit Agreement.

      


      All
parties now and hereafter liable with respect to this Swingline Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.

      


      THIS
SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

      


      This
Swingline Note may, upon execution, be delivered by facsimile or electronic
mail, which shall be deemed for all purposes to be an original
signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                               

      Name:

      Title:

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
2.11(a)-3

      


      [FORM OF]
TERM NOTE

      


      [Date]

      


      FOR VALUE
RECEIVED, the undersigned, DYCOM INDUSTRIES, INC., a Florida corporation (the
“Borrower”),
hereby unconditionally promises to pay, to the order of ___________ (the “Lender”) at the
Administrative Agent’s Office in Dollars and in immediately available funds, the
aggregate unpaid principal amount of all Term Loans made by the Lender to the
undersigned pursuant to Section 2.01(b) of the Credit Agreement referred to
below.  The undersigned further agrees to pay interest in like money
at the Administrative Agent’s Office on the unpaid principal amount hereof and,
to the extent permitted by law, accrued interest in respect hereof from time to
time from the date hereof until payment in full of the principal amount hereof
and accrued interest hereon, at the rates and on the dates set forth in the
Credit Agreement or the other Credit Documents pursuant to which the Term Loan
has been established.

      


      This Term
Note is one of the Term Notes referred to in the Credit Agreement, dated as of
June 4, 2010 (as amended, restated, amended and restated, modified,
supplemented, increased or extended from time to time, the “Credit Agreement”),
by and among the Borrower, the Guarantors identified therein, the Lenders from
time to time party thereto and Bank of America, N.A., as Administrative Agent,
Swingline Lender and L/C Issuer, and the holder is entitled to the benefits
thereof and is secured by the Collateral.  This Term Note may be
prepaid in whole or in part subject to the terms and conditions provided in the
Credit Agreement. Terms used but not otherwise defined herein shall have the
meanings provided in the Credit Agreement.

      


      Upon the
occurrence of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Term Note may be declared
to be immediately due and payable, as provided in the Credit Agreement, without
diligence, presentment, demand, protest, or any notice of any
kind.  If any amount is not paid in full when due hereunder (whether
due at any stated or accelerated maturity or otherwise) such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date
of actual payment (before as well as after judgment) computed at the applicable
per annum rate set forth in the Credit Agreement.

      


      All
parties now and hereafter liable with respect to this Term Note, whether maker,
principal, surety, endorser or otherwise, hereby waive presentment, demand,
protest and all other notices of any kind.

      


      THIS TERM
NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.

      


      This Term
Note may, upon execution, be delivered by facsimile or electronic mail, which
shall be deemed for all purposes to be an original signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                               

      Name:

      Title:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
5.01(e)

      


      [FORM
OF]

      SECRETARY’S
CERTIFICATE

      


      


      Pursuant
to Section 5.01(e) of the Credit Agreement, dated as of June 4, 2010 (as
amended, restated, amended and restated, modified, supplemented, increased or
extended from time to time, the “Credit Agreement”),
by and among Dycom Industries, Inc., a Florida corporation, as the Borrower, the
Guarantors identified therein, the Lenders from time to time party thereto and
Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer,
the undersigned ____________ of [CREDIT PARTY] (the “Company”) hereby
certifies as follows:

      


      1.           Attached
hereto as Annex I is a true and complete copy of resolutions duly adopted by the
board of directors of the Company which (a) approve and adopt the Credit
Documents to which the Company is a party and the transactions contemplated
therein and (b) authorize the execution, delivery and performance of such Credit
Documents.  Such resolutions have not in any way been rescinded or
modified and have been in full force and effect since their adoption to and
including the date hereof; and such resolutions are the only proceedings now in
force relating to or affecting the matters referred to therein.

      


      2.           Attached
hereto as Annex II is a true and complete copy of the [articles of
incorporation][certificate of formation][certificate of limited partnership] of
the Company as certified by the appropriate governmental authority of the state
of incorporation or formation, and such [articles of incorporation][certificate
of formation][certificate of limited partnership] [have][has] not been amended,
repealed, modified or restated since the date of certification by such
governmental authority and [are][is] in full force and effect on the date
hereof, and no action for any amendment thereto, or the dissolution of the
Company, has been taken since such date.

      


      3.           Attached
hereto as Annex III is a true and complete copy of the [bylaws][operating
agreement][partnership agreement] of the Company and all amendments thereto as
in effect on the date hereof.

      


      4.           The
following persons are now the duly elected and qualified officers of the
Company, holding the offices indicated next to the names below, and the
signatures appearing opposite the names below are their true and genuine
signatures, and each of such officers is duly authorized to execute and deliver
on behalf of the Company the Credit Documents to which the Company is a party
and to act as a Responsible Officer on behalf of the Company under the Credit
Agreement:

      


       
 

      
        	
                Name

              	
                Office

              	
                Signature

              
	 
      	 
      	 
      
	
                ________________

              	
                ________________

              	
                ______________________

              
	 
      	 
      	 
      
	
                ________________

              	
                ________________

              	
                ______________________

              
	 
      	 
      	 
      
	
                ________________

              	
                ________________

              	
                _______________________

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      IN
WITNESS WHEREOF, the undersigned has hereunto set his/her name as of the date
first above written.

      


      By:                                                                

      Name:

      Title:

      


      


      I,
________________, _______________ of the Company, hereby certify, as of the date
first above written, that _______________ was validly appointed to the office of
and is the _________________ of the Company and that the signature set forth
above is his/her authentic signature.

      


      By:                                                                

      Name:

      Title:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibit
5.01(l)

      


      [FORM OF]
SOLVENCY CERTIFICATE

      


      TO:           Bank
of America, N.A., as Administrative Agent

      


      
        	
                RE:

              	
                Credit
      Agreement, dated as of June 4, 2010 (as amended, restated, amended and
      restated, modified, supplemented, increased or extended from time to time,
      the “Credit
      Agreement”), by and among Dycom Industries, Inc., a Florida
      corporation (the “Borrower”), the
      Guarantors identified therein, the Lenders from time to time party thereto
      and Bank of America, N.A., as Administrative Agent, Swingline Lender and
      L/C Issuer; capitalized terms used herein and not otherwise defined shall
      have the meanings set forth in the Credit
  Agreement

              


      

      


      DATE:                                [Date]

      


      


      The
undersigned chief financial officer of the Borrower is familiar with the
properties, businesses, assets and liabilities of the Credit Parties and is duly
authorized to execute this certificate on behalf of the Borrower and the other
Credit Parties and not in his/her individual capacity.

      


      The
undersigned certifies that he has made such investigation and inquiries as to
the financial condition of the Credit Parties as the undersigned deems necessary
and prudent for the purpose of providing this certificate (this “Certificate”).  The
undersigned acknowledges that the Administrative Agent and the Lenders are
relying on the truth and accuracy of this Certificate in connection with the
making of Loans and other Credit Extensions under the Credit
Agreement.

      


      BASED ON
THE FOREGOING, the undersigned certifies that, both before and after giving
effect to the Loans and other Credit Extensions (if any) made on the Closing
Date:

      


      (A)           The
fair saleable value of the Credit Parties’ assets, taken as a whole, measured on
a going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to the Credit Agreement.

      


      (B)           The
Credit Parties, taken as a whole, (a) do not have unreasonably small capital in
relation to the business in which they are or propose to be engaged or (b) have
not incurred, or believe that they will incur after giving effect to the
transactions contemplated by the Credit Agreement, debts beyond their ability to
pay such debts as they become due.

      


      This
Certificate may, upon execution, be delivered by facsimile or electronic mail,
which shall be deemed for all purposes to be an original signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                               

      Name:

      Title:

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
7.02(b)

      


      [FORM OF]
COMPLIANCE CERTIFICATE

      


      TO:           Bank
of America, N.A., as Administrative Agent

      


      
        	
                RE:

              	
                Credit
      Agreement, dated as of June 4, 2010 (as amended, restated, amended and
      restated, modified, supplemented, increased or extended from time to time,
      the “Credit
      Agreement”), by and among Dycom Industries, Inc., a Florida
      corporation (the “Borrower”), the
      Guarantors identified therein, the Lenders from time to time party thereto
      and Bank of America, N.A., as Administrative Agent, Swingline Lender and
      L/C Issuer; capitalized terms used herein and not otherwise defined shall
      have the meanings set forth in the Credit
  Agreement

              


      

      


      DATE:                                [Date]

      


      


      Pursuant
to Section 7.02(b) of the Credit Agreement, I, __________________, hereby
certify in my official capacity as __________________ of the Borrower, that to
the best of my knowledge and belief as of the fiscal year/quarter ending
______________, ______, the statements below are accurate and complete in all
respects (all capitalized terms used herein shall have the meanings set forth in
the Credit Agreement):

      


      (a)           The
financial statements for the fiscal period cited above, which accompany this
Compliance Certificate, fairly present in all material respects the financial
condition of the Borrower and its Subsidiaries for such period in conformity
with GAAP applied on a consistent basis.

      


      (b)           During
the fiscal period cited above each of the Credit Parties observed or performed
its covenants and other agreements under the Credit Agreement and other Credit
Documents, and satisfied the conditions contained in the Credit Agreement to be
observed, performed or satisfied by it (except to the extent waived in
accordance with the provisions of the Credit Agreement).

      


      (c)           I
have obtained no knowledge of any Default or Event of Default under the Credit
Agreement.

      


      (d)           Attached
hereto as Schedule
1 are calculations (calculated as of the date of the financial
statements/reports referred to in paragraph (a) above) which demonstrate
compliance by the Credit Parties with each of the financial covenants contained
in Section 7.07 of the Credit Agreement.

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                               

      Name:

      Title:

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
1

      


      


      [Borrower
to provide]

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
7.09

      


      [FORM OF]
GUARANTOR JOINDER AGREEMENT

      


      


      THIS
GUARANTOR JOINDER AGREEMENT (this “Agreement”), dated as
of _____________, ____, is by and among _____________________, a
______________________ (the “Subsidiary
Guarantor”), DYCOM INDUSTRIES, INC., a Florida corporation (the “Borrower”), the
Guarantors, and BANK OF AMERICA, N.A., in its capacity as Administrative Agent
under that certain Credit Agreement, dated as of June 4, 2010 (as amended,
restated, amended and restated, modified, supplemented, increased or extended
from time to time, the “Credit Agreement”),
by and among the Borrower, the Guarantors identified therein, the Lenders from
time to time party thereto and Bank of America, N.A., as Administrative Agent,
Swingline Lender and L/C Issuer (the “Administrative
Agent”).  Capitalized terms used herein but not otherwise
defined shall have the meanings provided in the Credit Agreement.

      


      [The
Subsidiary Guarantor is a Material Domestic Subsidiary that is a Restricted
Subsidiary or is required by Section 7.09 of the Credit Agreement to become a
“Guarantor” thereunder.][The Borrower desires that the Subsidiary Guarantor
become a “Guarantor” under the Credit Agreement].

      


      Accordingly,
the Subsidiary Guarantor hereby agrees as follows with the Administrative Agent,
for the benefit of the Lenders:

      


      1.           The
Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary Guarantor will be deemed to be a
party to the Credit Agreement and a “Guarantor” for all purposes of the Credit
Agreement and the other Credit Documents, and shall have all of the obligations
of a Guarantor thereunder as if it had executed the Credit Agreement and the
other Credit Documents.  The Subsidiary Guarantor hereby ratifies, as
of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Credit Documents, including without limitation (a)
all of the representations and warranties of the Credit Parties set forth in
Article VI of the Credit Agreement and (b) all of the affirmative and negative
covenants set forth in Articles VII and VIII of the Credit
Agreement.  Without limiting the generality of the foregoing terms of
this paragraph
1, the Subsidiary Guarantor hereby jointly and severally together with
the other Guarantors, guarantees to each Lender and the Administrative Agent as
provided in the Credit Agreement the prompt payment and performance of the
Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance with the terms thereof and agrees that if any of such
Obligations are not paid or performed in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise), the Subsidiary Guarantor will, jointly and
severally together with the other Guarantors, promptly pay and perform the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.

      


      2.           The
Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary Guarantor will be deemed to be a
party to the Pledge Agreement, and shall have all the rights and obligations of
a “Pledgor” thereunder as if it had executed the Pledge
Agreement.  The Subsidiary Guarantor hereby ratifies, as of the date
hereof, and agrees to be bound by, all the terms, provisions and conditions
contained in the Pledge Agreement.  Without limiting the generality of
the foregoing terms of this paragraph 2, the
Subsidiary Guarantor hereby pledges and assigns to the Administrative Agent, for
the benefit of the Secured Parties, and grants to the Administrative Agent, for
the benefit of the Secured Parties, a continuing security interest in any and
all 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
right,
title and interest of the Subsidiary Guarantor in and to Pledged Collateral (as
such term is defined in Section 2 of the Pledge
Agreement).

      

      


      3.           The
Subsidiary Guarantor acknowledges and confirms that it has received a copy of
the Credit Agreement and the schedules and exhibits thereto.  The
information on the schedules to the Credit Agreement are hereby amended to
include the information shown on the attached Schedule A (Schedules
to the Credit Agreement and Security Documents).

      


      4.           The
information on Schedule B
(Disclosure Information) to this Agreement is true and correct as of the date
hereof.

      


      5.           The
Borrower and the Guarantors confirm that all of their obligations under the
Credit Agreement are, and upon the Subsidiary Guarantor becoming a Guarantor,
shall continue to be, in full force and effect.  The parties hereto
confirm and agree that immediately upon the Subsidiary Guarantor becoming a
Guarantor, the term “Obligations,” as used in the Credit Agreement, shall
include all obligations of such Subsidiary Guarantor under the Credit Agreement
and under each other Credit Document.

      


      6.           The
Subsidiary Guarantor hereby agrees that upon becoming a Guarantor it will assume
all Obligations of a Guarantor as set forth in the Credit
Agreement.

      


      7.           Each
of the Borrower and the Subsidiary Guarantor agrees that at any time and from
time to time, upon the written request of the Administrative Agent, it will
execute and deliver such further documents and do such further acts and things
as the Administrative Agent may reasonably request in order to effect the
purposes of this Agreement.

      


      8.           THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

      


      9.           This
Agreement (a) may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute one contract and (b) may, upon execution, be delivered by
facsimile or electronic mail, which shall be deemed for all purposes to be an
original signature.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor has caused
this Agreement to be duly executed by its authorized officer, and the
Administrative Agent, for the benefit of the Lenders, has caused the same to be
accepted by its authorized officer, as of the day and year first above
written.

      


      
        	
                BORROWER:

              	
                DYCOM
      INDUSTRIES, INC.,

                a
      Florida corporation

                 

                 

                By:                                                                 

                Name:

                Title:

                 

              
	
                SUBSIDIARY
      GUARANTOR:

              	
                [SUBSIDIARY
      GUARANTOR]

                 

                 

                By:                                                                 

                Name:

                Title:

                 

              


      

      


      
        	
                GUARANTORS:

              	
                [LIST
      ALL GUARANTORS AS OF THE DATE OF EXECUTION]

                 

                 

                By:                                                                 

                Name:

                Title:

                 

              


      

      


      


      Acknowledged
and accepted:

      


      BANK OF
AMERICA, N.A.,

      as
Administrative Agent

      


      By:                                           

      Name:

      Title:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Schedule
A

      


      Schedules
to Credit Agreement and Security Documents

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
B

      


      Disclosure
Information

      


      


      
        	
                Legal
      Name of Credit Party (and any previous legal names within the last five
      years):

              	 
      
	
                State
      of Organization:

              	 
      
	
                Jurisdictions
      of Organization:

              	 
      
	
                Type
      of Organization:

              	 
      
	
                Address
      of Chief Executive Office:

              	 
      
	
                Address
      of Principal Place of Business:

              	 
      
	
                Business
      Phone Number:

              	 
      
	
                Organizational
      Identification Number:1

              	 
      
	
                Federal
      Tax Identification Number:

              	 
      
	
                Ownership
      Information (e.g. publicly held, if private or partnership—identity of
      owners/partners):

              	 
      
	
                List
      the issued and outstanding equity interests owned by (a) the Subsidiary
      Guarantor and (b) the owner of the Subsidiary Guarantor’s equity
      interests:

              	 
      


      

      


      [TO BE
COMPLETED BY BORROWER/SUBSIDIARY GUARANTOR]

      


      

        

      

        
        1 This
item does not apply to a Credit Party organized under the laws of Alabama,
Indiana, Massachusetts, Nebraska, New Hampshire, New Mexico, New York, Oklahoma,
South Carolina, Vermont or West Virginia.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibit
11.06(b)

      


      [FORM OF]
ASSIGNMENT AND ASSUMPTION

      


      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 [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
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 Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, 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 rights and
obligations as a Lender 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 under the respective facilities identified below
[(including, without limitation, Letters of Credit and Swingline Loans 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) 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 pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

      


       

      
        	
              	
                1.   

              	
                Assignor:

              	
                ______________________________

                 

              


      

      
        	
                 
      

              	
                2.

              	
                Assignee:

              	
                ______________________________

              


      

      
        	
                 
      

              	
                [and
      is an Affiliate/Approved Fund of [identify Lender]1]

              


      

       

      	
            	
              3.   

            	
              Borrower:   

            	
              Dycom
      Industries, Inc., a Florida corporation

            


      


      
        	
                 
      

              	
                4.

              	
                Administrative
      Agent:

              	
                Bank
      of America, N.A., as the administrative agent under the Credit
      Agreement

              


      

      


      
        	
                 
      

              	
                5.

              	
                Credit
      Agreement:

              	
                Credit
      Agreement, dated as of June 4, 2010 (as amended, restated, amended and
      restated, modified, supplemented, increased or extended from time to
      time), by and among the Borrower, the Guarantors identified therein, the
      Lenders from time to time party thereto and Bank of America, N.A., as
      Administrative Agent, Swingline Lender and L/C
  Issuer

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                6.

              	
                Assigned
      Interest:

              


      

       
 

      
        	
                Facility
      Assigned2

              	 	
                Aggregate
      Amount of Commitment/Loans for all Lenders*

              	 	
                Amount
      of Commitment/Loans Assigned*

              	
                Percentage
      Assigned of Commitment/Loans3

              	 
	 
      	 	$	 	 $	 	 	%
	 
      	 	$	 	 $	 	 	%
	 
      	 	$	 	 $	 	 	%


      

      


      [7.           Trade
Date:                                ______________]4

      


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

      


      The terms
set forth in this Assignment and Assumption are hereby agreed to:

      


      ASSIGNOR

      [NAME OF
ASSIGNOR]

      


      By:                                                                

      Name:

      Title:

       

      ASSIGNEE

      [NAME OF
ASSIGNEE]

      


      By:                                                                

      Name:

      Title:

      


      [Consented
to and]5Accepted:

      


      BANK OF
AMERICA, N.A., as

      Administrative
Agent

      


      By:                                                                

      Name:

      Title:

      


      [Consented
to:]6

      


      [BANK OF
AMERICA, N.A., as L/C Issuer][and Swingline Lender]

      


      
        

      

        
        1 Select
as applicable.

      

        
        2 Fill
in the appropriate terminology for the types of facilities under the Credit
Agreement that are being assigned under this Assignment (e.g., “Revolving
Commitment,” “Term Loan Commitment,” etc.)

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

      

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

      

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

      

        
        5To be
added only if the consent of the Administrative Agent is required by the terms
of the Credit Agreement.

      

        
        6 To
be added only if the consent of the Borrower and/or other parties (L/C Issuer or
Swingline Lender) is required by the terms of the Credit
Agreement.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      By:                                                                

      Name:

      Title:

      


      [DYCOM
INDUSTRIES, INC.,

      a Florida
corporation

      


      By:                                                                

      Name:

      Title:]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ANNEX
1

      


      STANDARD
TERMS AND CONDITIONS FOR

      ASSIGNMENT
AND ASSUMPTION

      


      1.           Representations and
Warranties.

      


      1.1           Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the 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 Credit Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any
Credit Document or (iv) the performance or observance by the Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Document.

      


      1.2.           Assignee.  The
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 the requirements to be an
assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to
such consents, if any, as may be required under Section 11.06(b)(iii) of 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 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
Section 7.01 thereof, as applicable, 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 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 Assigned Interest, and (vii) if it
is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the 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 Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.

      


      2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

      


      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
shall be governed by, and construed in accordance with, the law of the State of
New York.