Unassociated Document


    
      
        
          
 

         

      

      HOLDINGS
SENIOR PIK CREDIT AGREEMENT


       

      DATED
AS OF JUNE 15, 2007


       

      AMONG


       

      TA
INDIGO HOLDING CORPORATION,

      as
Borrower,

       

      THE
FINANCIAL INSTITUTIONS LISTED HEREIN,

      as
Lenders,


       

      and


       

      DEUTSCHE
BANK TRUST COMPANY AMERICAS,

      as
Administrative Agent and Syndication Agent,


       

      and


       

      DEUTSCHE
BANK SECURITIES INC.

      and

      CREDIT
SUISSE SECURITIES (USA) LLC,

      as
Joint Lead Arrangers and Joint Bookrunners

       

        
          

        

      

       

      Cahill
Gordon & Reindel llp

      80
Pine Street

      New
York, NY  10005

      (212)
701-3000

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      TABLE OF
CONTENTS

       

      
        
          
            
              
                	 	 	 	
                        Page 

                      
	 	 	 	 
	
                        Section
      1.

                      	 
      	
                        DEFINITIONS

                      	
                        1

                      
	 
      	 
      	 
      	 
      
	
                        1.1

                      	 
      	
                        Certain
      Defined Terms.

                      	
                        1

                      
	
                        1.2

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

                      	
                        23

                      
	
                        1.3

                      	 
      	
                        Other
      Definitional Provisions and Rules of Construction.

                      	
                        23

                      
	 
      	 
      	 
      	 
      
	
                        Section
      2.

                      	 
      	
                        AMOUNTS
      AND TERMS OF COMMITMENTS AND LOANS

                      	
                        24

                      
	 
      	 
      	 
      	 
      
	
                        2.1

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

                      	
                        24

                      
	
                        2.2

                      	 
      	
                        Interest
      on the Loans.

                      	
                        25

                      
	
                        2.3

                      	 
      	
                        Fees.

                      	
                        26

                      
	
                        2.4

                      	 
      	
                        Prepayments
      and Offers to Prepay; General Provisions Regarding
    Payments.

                      	
                        27

                      
	
                        2.5

                      	 
      	
                        Use
      of Proceeds.

                      	
                        29

                      
	
                        2.6

                      	 
      	
                        [Reserved].

                      	
                        29

                      
	
                        2.7

                      	 
      	
                        Increased
      Costs; Taxes; Capital Adequacy.

                      	
                        29

                      
	
                        2.8

                      	 
      	
                        Statement
      of Lenders; Obligation of Lenders to Mitigate.

                      	
                        33

                      
	
                        2.9

                      	 
      	
                        Replacement
      of a Lender.

                      	
                        33

                      
	 
      	 
      	 
      	 
      
	
                        Section
      3.

                      	 
      	
                        [RESERVED]

                      	
                        34

                      
	 
      	 
      	 
      	 
      
	
                        Section
      4.

                      	 
      	
                        CONDITIONS
      TO LOANS

                      	
                        34

                      
	 
      	 
      	 
      	 
      
	
                        4.1

                      	 
      	
                        Closing
      Date Conditions.

                      	
                        34

                      
	
                        4.2

                      	 
      	
                        Conditions
      to All Loans.

                      	
                        37

                      
	 
      	 
      	 
      	 
      
	
                        Section
      5.

                      	 
      	
                        REPRESENTATIONS
      AND WARRANTIES

                      	
                        37

                      
	 
      	 
      	 
      	 
      
	
                        5.1

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

                      	
                        38

                      
	
                        5.2

                      	 
      	
                        Authorization
      of Borrowing, Etc.

                      	
                        38

                      
	
                        5.3

                      	 
      	
                        Financial
      Condition.

                      	
                        39

                      
	
                        5.4

                      	 
      	
                        No
      Material Adverse Change.

                      	
                        39

                      
	
                        5.5

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

                      	
                        39

                      
	
                        5.6

                      	 
      	
                        Litigation;
      Adverse Facts.

                      	
                        40

                      
	
                        5.7

                      	 
      	
                        Payment
      of Taxes.

                      	
                        40

                      
	
                        5.8

                      	 
      	
                        Governmental
      Regulation.

                      	
                        41

                      
	
                        5.9

                      	 
      	
                        Securities
      Activities.

                      	
                        41

                      
	
                        5.10

                      	 
      	
                        Employee
      Benefit Plans.

                      	
                        41

                      
	
                        5.11

                      	 
      	
                        Certain
      Fees.

                      	
                        42

                      
	
                        5.12

                      	 
      	
                        Environmental
      Compliance.

                      	
                        42

                      
	
                        5.13

                      	 
      	
                        Employee
      Matters.

                      	
                        42

                      
	
                        5.14

                      	 
      	
                        Solvency.

                      	
                        43

                      
	
                        5.15

                      	 
      	
                        [Reserved].

                      	
                        43

                      
	
                        5.16

                      	 
      	
                        Disclosure.

                      	
                        43

                      
	
                        5.17

                      	 
      	
                        Related
      Agreements.

                      	
                        43

                      
	
                        5.18

                      	 
      	
                        Insurance.

                      	
                        43

                      
	
                        5.19

                      	 
      	
                        Use
      of Proceeds.

                      	
                        43

                      


              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                             

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              


              
                
                  
                  

                

                
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                              Page

                            
	 	 	 	 
	
                              Section
      6.

                            	 
      	
                              HOLDINGS’
      AFFIRMATIVE COVENANTS

                            	
                              44

                            
	
                              6.1

                            	 
      	
                              Financial
      Statements and Other Reports.

                            	
                              44

                            
	
                              6.2

                            	 
      	
                              Existence,
      Etc.

                            	
                              47

                            
	
                              6.3

                            	 
      	
                              Payment
      of Taxes and Claims; Tax.

                            	
                              47

                            
	
                              6.4

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

                            	
                              47

                            
	
                              6.5

                            	 
      	
                              Inspection
      Rights; Lender Meeting.

                            	
                              48

                            
	
                              6.6

                            	 
      	
                              Compliance
      with Laws, Etc.

                            	
                              48

                            
	
                              6.7

                            	 
      	
                              Environmental
      Matters.

                            	
                              48

                            
	
                              6.8

                            	 
      	
                              [Reserved].

                            	
                              50

                            
	
                              6.9

                            	 
      	
                              [Reserved].

                            	
                              50

                            
	
                              6.10

                            	 
      	
                              [Reserved].

                            	
                              50

                            
	
                              6.11

                            	 
      	
                              [Reserved].

                            	
                              50

                            
	
                              6.12

                            	 
      	
                              Ratings.

                            	
                              50

                            
	
                              6.13

                            	 
      	
                              Employee
      Benefits.

                            	
                              50

                            
	 
      	 
      	 
      	 
      
	
                              Section
      7.

                            	 
      	
                              HOLDINGS’
      NEGATIVE COVENANTS

                            	
                              50

                            
	 
      	 
      	 
      	 
      
	
                              7.1

                            	 
      	
                              Indebtedness.

                            	
                              50

                            
	
                              7.2

                            	 
      	
                              Liens
      and Related Matters.

                            	
                              53

                            
	
                              7.3

                            	 
      	
                              Investments;
      Acquisitions.

                            	
                              55

                            
	
                              7.4

                            	 
      	
                              Restricted
      Junior Payments.

                            	
                              56

                            
	
                              7.5

                            	 
      	
                              [Reserved].

                            	
                              57

                            
	
                              7.6

                            	 
      	
                              Restriction
      on Fundamental Changes; Asset Sales.

                            	
                              57

                            
	
                              7.7

                            	 
      	
                              [Reserved].

                            	
                              59

                            
	
                              7.8

                            	 
      	
                              Transactions
      with Shareholders and Affiliates.

                            	
                              59

                            
	
                              7.9

                            	 
      	
                              Conduct
      of Business.

                            	
                              59

                            
	
                              7.10

                            	 
      	
                              Amendments
      or Waivers of Certain Agreements.

                            	
                              59

                            
	
                              7.11

                            	 
      	
                              Fiscal
      Year.

                            	
                              60

                            
	
                              7.12

                            	 
      	
                              Ownership
      of Subsidiaries.

                            	
                              60

                            
	
                              7.13

                            	 
      	
                              Sale
      and Leaseback Transactions.

                            	
                              60

                            
	 
      	 
      	 
      	 
      
	
                              Section
      8.

                            	 
      	
                              EVENTS
      OF DEFAULT

                            	
                              60

                            
	 
      	 
      	 
      	 
      
	
                              8.1

                            	 
      	
                              Failure
      to Make Payments When Due.

                            	
                              60

                            
	
                              8.2

                            	 
      	
                              Default
      in Other Agreements.

                            	
                              60

                            
	
                              8.3

                            	 
      	
                              Breach
      of Certain Covenants.

                            	
                              61

                            
	
                              8.4

                            	 
      	
                              Breach
      of Warranty.

                            	
                              61

                            
	
                              8.5

                            	 
      	
                              Other
      Defaults Under Loan Documents.

                            	
                              61

                            
	
                              8.6

                            	 
      	
                              Involuntary
      Bankruptcy; Appointment of Receiver, Etc.

                            	
                              61

                            
	
                              8.7

                            	 
      	
                              Voluntary
      Bankruptcy; Appointment of Receiver, Etc.

                            	
                              62

                            
	
                              8.8

                            	 
      	
                              Judgments
      and Attachments.

                            	
                              62

                            
	
                              8.9

                            	 
      	
                              Dissolution.

                            	
                              62

                            
	
                              8.10

                            	 
      	
                              Employee
      Benefit Plans.

                            	
                              62

                            
	
                              8.11

                            	 
      	
                              [Reserved].

                            	
                              62

                            
	
                              8.12

                            	 
      	
                              Invalidity
      of Loan Documents; Repudiation of Obligations.

                            	
                              62

                            
	 
      	 
      	 
      	 
      
	
                              Section
      9.

                            	 
      	
                              ADMINISTRATIVE
      AGENT

                            	
                              63

                            
	 
      	 
      	 
      	 
      
	
                              9.1

                            	 
      	
                              Appointment.

                            	
                              63

                            
	
                              9.2

                            	 
      	
                              Powers
      and Duties; General Immunity.

                            	
                              63

                            


                    

                     

                  

                

              

            

          

        

      

      
        
          
          

        

        
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                      Page

                    
	 
      	 
      	 
      	 
      
	
                      9.3

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

                    	
                      65

                    
	
                      9.4

                    	 
      	
                      Right
      to Indemnity.

                    	
                      65

                    
	
                      9.5

                    	 
      	
                      Resignation
      of Agent; Successor Administrative Agent.

                    	
                      65

                    
	
                      9.6

                    	 
      	
                      [Reserved].

                    	
                      66

                    
	
                      9.7

                    	 
      	
                      Duties
      of Other Agents.

                    	
                      66

                    
	
                      9.8

                    	 
      	
                      Administrative
      Agent May File Proofs of Claim.

                    	
                      66

                    
	 
      	 
      	 
      	 
      
	
                      Section
      10.

                    	 
      	
                      MISCELLANEOUS

                    	
                      67

                    
	 
      	 
      	 
      	 
      
	
                      10.1

                    	 
      	
                      Successors
      and Assigns; Assignments and Participations in Loans.

                    	
                      67

                    
	
                      10.2

                    	 
      	
                      Expenses.

                    	
                      70

                    
	
                      10.3

                    	 
      	
                      Indemnity.

                    	
                      71

                    
	
                      10.4

                    	 
      	
                      Set-Off.

                    	
                      72

                    
	
                      10.5

                    	 
      	
                      Ratable
      Sharing.

                    	
                      72

                    
	
                      10.6

                    	 
      	
                      Amendments
      and Waivers.

                    	
                      73

                    
	
                      10.7

                    	 
      	
                      Independence
      of Covenants.

                    	
                      74

                    
	
                      10.8

                    	 
      	
                      Notices;
      Effectiveness of Signatures.

                    	
                      74

                    
	
                      10.9

                    	 
      	
                      Survival
      of Representations, Warranties and Agreements.

                    	
                      75

                    
	
                      10.10

                    	 
      	
                      Failure
      or Indulgence Not Waiver; Remedies Cumulative.

                    	
                      75

                    
	
                      10.11

                    	 
      	
                      Marshalling;
      Payments Set Aside.

                    	
                      75

                    
	
                      10.12

                    	 
      	
                      Severability.

                    	
                      76

                    
	
                      10.13

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

                    	
                      76

                    
	
                      10.14

                    	 
      	
                      [Reserved].

                    	
                      76

                    
	
                      10.15

                    	 
      	
                      Applicable
      Law.

                    	
                      76

                    
	
                      10.16

                    	 
      	
                      Construction
      of Agreement; Nature of Relationship.

                    	
                      76

                    
	
                      10.17

                    	 
      	
                      Consent
      to Jurisdiction and Service of Process.

                    	
                      77

                    
	
                      10.18

                    	 
      	
                      Waiver
      of Jury Trial.

                    	
                      77

                    
	
                      10.19

                    	 
      	
                      Confidentiality.

                    	
                      78

                    
	
                      10.20

                    	 
      	
                      Counterparts;
      Effectiveness.

                    	
                      79

                    
	
                      10.21

                    	 
      	
                      USA
      Patriot Act.

                    	
                      79

                    


            

          

        

      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      EXHIBITS

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    I

                                                  	
                                                    FORM
      OF NOTICE OF BORROWING

                                                  
	 	 
	
                                                    II

                                                  	
                                                    [RESERVED]

                                                  
	 	 
	
                                                    III

                                                  	
                                                    [RESERVED]

                                                  
	 	 
	
                                                    IV

                                                  	
                                                    FORM
      OF NOTICE OF PREPAYMENT

                                                  
	 	 
	
                                                    V

                                                  	
                                                    FORM
      OF NOTE

                                                  
	 	 
	
                                                    VI

                                                  	
                                                    [RESERVED]

                                                  
	 	 
	
                                                    VII

                                                  	
                                                    [RESERVED]

                                                  
	 	 
	
                                                    VIII

                                                  	
                                                    FORM
      OF COMPLIANCE CERTIFICATE

                                                  
	 	 
	
                                                    IX

                                                  	
                                                    FORM
      OF OPINION OF BORROWER COUNSEL

                                                  
	 	 
	
                                                    X

                                                  	
                                                    FORM
      OF ASSIGNMENT AGREEMENT

                                                  
	 	 
	
                                                    XI

                                                  	
                                                    FORM
      OF SOLVENCY CERTIFICATE

                                                  
	 	 
	
                                                    XII

                                                  	
                                                    [RESERVED]

                                                  
	 	 
	
                                                    XIII

                                                  	
                                                    [RESERVED]

                                                  
	 	 
	
                                                    XIV

                                                  	
                                                    [RESERVED]

                                                  
	 	 
	
                                                    XV

                                                  	
                                                    FORM
      OF ELECTION NOTICE

                                                  
	 	 
	
                                                    XVI

                                                  	
                                                    FORM
      OF PREFERRED STOCK CERTIFICATE OF
DESIGNATIONS

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        SCHEDULES

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            A

                                          	
                                            EXISTING
      INDEBTEDNESS TO BE REPAID

                                          
	 	 
	
                                            B

                                          	
                                            TRANSACTION
      COSTS

                                          
	
                                            2.1

                                          	
                                            LOAN
      COMMITMENTS

                                          
	 	 
	
                                            4.1

                                          	
                                            FOREIGN
      COUNSEL

                                          
	
                                            5.1

                                          	
                                            ORGANIZATIONAL
      CHART; SUBSIDIARIES OF HOLDINGS

                                          
	 	 
	
                                            5.3

                                          	
                                            FINANCIAL
      CONDITION

                                          
	 	 
	
                                            5.5B

                                          	
                                            REAL
      PROPERTY

                                          
	 	 
	
                                            5.7A

                                          	
                                            PAYMENT
      OF TAXES

                                          
	 	 
	
                                            5.18

                                          	
                                            INSURANCE

                                          
	 	 
	
                                            7.1

                                          	
                                            CERTAIN
      EXISTING INDEBTEDNESS

                                          
	 	 
	
                                            7.2

                                          	
                                            CERTAIN
      EXISTING LIENS

                                          
	 	 
	
                                            7.3

                                          	
                                            CERTAIN
      EXISTING INVESTMENTS

                                          
	 	 
	
                                            7.8

                                          	
                                            TRANSACTIONS
      WITH AFFILIATES

                                          


                                  

                                   

                                  
                                    
                                      
                                      

                                    

                                    
                                      -iv-

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      

        TA INDIGO HOLDING
CORPORATION


         

        HOLDINGS SENIOR PIK CREDIT
AGREEMENT

         

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

         

        R E C I T
A L S

         

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

         

        WHEREAS, Holdings and
Company shall enter
into the First Lien Credit Agreement providing for First Lien Indebtedness in
the aggregate principal amount of up to $150.0 million simultaneously
herewith.

         

        WHEREAS, Holdings and
Company shall enter
into the Second Lien Credit Agreement providing for Second Lien Indebtedness in
the aggregate principal amount of up to $65.0 million simultaneously
herewith.

         

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

         

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

         

        Section
1.              DEFINITIONS

         

        
          	
                   
      

                	
                  1.1

                	
                  Certain Defined
      Terms.

                


        

         

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

         

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

         

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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        “Agent” means Administrative
Agent.

         

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

         

        “Agreement” means this Holdings
Senior PIK Credit Agreement dated as of June 15, 2007.

         

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

         

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

         

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

         

        “Asset Sale Offer” shall mean a
notice delivered to Administrative Agent (which will promptly furnish such
notice to the Lenders) stating:

         

                        (i)that an Asset Sale has occurred and
that such Lender has the right to require Holdings to prepay all or a portion of
such Lender’s Loans at a purchase price in cash equal to 100% of the principal
amount thereof), plus accrued and unpaid interest and fees to the date of
prepayment;

         

                        (ii)the circumstances and relevant facts
regarding such Asset Sale;

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

                        (iii)the Asset Sale prepayment date (which
shall be no earlier than 30 days nor later than 90 days from the date such
notice is delivered) (the “Asset Sale Prepayment
Date”);

         

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

         

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

         

        “Asset Sale Prepayment Date”
shall have the meaning assigned to such term in the definition of Asset Sale
Offer.

         

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

         

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

         

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

         

        “Business Day” means any day
excluding Saturday, Sunday and any day which is a legal holiday under the laws
of the State of New York or is a day on which banking institutions located in
such state are authorized or required by law or other governmental action to
close.

         

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

         

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

         

        “Cash” means money or
currency.

         

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

         

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

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

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

         

        “Change in Control”
means:

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

        “Commitments” means the
commitment of a Lender to make a Loan to Holdings pursuant to subsection 2.1A in
an amount not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.1, as the same may be adjusted to give effect to any assignment of
such Commitment pursuant to subsection 10.1B, and “Commitments” means such
commitments of all Lenders in the aggregate.  The aggregate amount of
the Commitments on the Closing Date is $75,000,000.

         

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

         

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

         

        “Company Credit Agreements”
means the First Lien Credit Agreement and the Second Lien Credit
Agreement.

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

        

        (a)           capitalized
interest,

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

        “Currency Agreement” has the
meaning assigned to that term in the Company Credit Agreements.

         

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

         

        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

        “Eligible Assignee” means
(i) any Lender, any Affiliate of any Lender and any Approved Fund of any
Lender; and (ii) (a) a commercial bank organized under the laws of the
United States or any state thereof; (b) a savings and loan association or
savings bank organized under the laws of the United States or any state thereof;
(c) a commercial bank organized under the laws of any other country or a
political subdivision thereof; provided that
(1) such bank is acting through a branch or agency located in the United
States or (2) such bank is organized under the laws of a country that is a
member of the Organization for Economic Cooperation and Development or a
political subdivision of such country; and (d) any other entity that is an
“accredited investor” (as defined in Regulation D under the Securities Act) that
extends credit or buys loans in the ordinary course including insurance
companies, mutual funds, lease financing companies and financing companies;
provided that
neither Holdings nor any Affiliate of Holdings shall be an Eligible
Assignee.

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

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

         

        “Excess Proceeds” has the
meaning assigned to that term in subsection 2.4B(ii)(b)(2).

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

        

        “Guarantors” has the meaning
assigned to that term in the Company Credit Agreements.

         

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

         

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

         

        “Hedge Agreement” has the
meaning assigned to that term in the Company Credit Agreements.

         

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

         

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

         

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

         

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

        “Interest Payment Date” means
the last Business Day of each of March, June, September and December of each
year, commencing on the first such date to occur after the Closing
Date.

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        “Loan” or “Loans” means one or more of
the loans made by Lenders to Holdings pursuant to
subsection 2.1A.

         

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

         

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

         

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

         

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

         

        “Maturity Date” means June 15,
2015.

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -17-

            
              

            

          

          
            
            

          

        

        (iii)    (a) pledges and
deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, or to
secure the performance of statutory obligations, bids, leases, government
contracts, trade contracts, and other similar obligations (exclusive of
obligations for the payment of borrowed money) and (b) pledges and deposits in
respect of letters of credit or bank guarantees that have been posted to support
payment of the items set forth in clause (a) of this clause (iii);

         

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

         

        (v)        
licenses, leases or subleases granted to other Persons in the ordinary course of
business consistent with past practice and do not interfere in any material
respect with the ordinary conduct of the business of Holdings or any of its
Subsidiaries;

         

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

         

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

         

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

         

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

         

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

         

        (xi)        
[Reserved];

         

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

         

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

         

        
          
            
            

          

          
            -18-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        “PIK Election” has the meaning
assigned to that term in subsection 2.2A(ii).

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        “Related Agreements” means the
First Lien Credit Agreement and Second Lien Credit Agreement.

         

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

         

        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -20-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        (b)           the
sum, without duplication, of:

         

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

         

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

         

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

         

        
          
            
            

          

          
            -21-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -22-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  1.2

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

                


        

         

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

         

        B.           [Reserved].

         

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

         

        
          	
                   
      

                	
                  1.3

                	
                  Other Definitional
      Provisions and Rules of
Construction.

                


        

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -23-

            
              

            

          

          
            
            

          

        

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

         

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

         

        Section
2.              AMOUNTS
AND TERMS OF COMMITMENTS AND LOANS

         

        
          	
                   
      

                	
                  2.1

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

                


        

         

        A.           Commitments.  Subject
to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Holdings herein set forth, each Lender
severally agrees to lend to Holdings on the Closing Date an amount equal to its
Pro Rata Share of the aggregate amount of the Commitments to be used for the
purposes identified in subsection 2.5A.  Each Lender’s Commitment
shall expire immediately and without further action on the Closing Date at 5:00
p.m. (New York City time) if the Loans are not made on or before that
date.  Holdings may make only one borrowing under the
Commitments.  Amounts borrowed under this subsection 2.1A and
subsequently repaid or prepaid may not be reborrowed.

         

        B.           Borrowing
Mechanics.  Loans made on the Closing Date shall be in an
aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of
that amount.  Holdings shall deliver to Administrative Agent a duly
executed Notice of Borrowing no later than 11:00 A.M. (New York City time)
at least one Business Day in advance of the Closing Date.

         

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

         

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

         

        
          
            
            

          

          
            -24-

            
              

            

          

          
            
            

          

        

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

         

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

         

        
          	
                   
      

                	
                  2.2

                	
                  Interest on the
      Loans.

                


        

         

        A.           Rate of Interest.

         

        (i)       Subject
to the provisions of subsection 2.7, each Loan shall bear interest at a rate
equal to (a) 12.00% per annum, prior to the second anniversary of the Closing
Date; and (b) 13.00% per annum thereafter.

         

        (ii)     (a)           Holdings
may elect for 0% (the “Cash
Election”) or 100% (the “PIK Election”) of the interest
in respect of the Loans to be payable in kind, capitalized, compounded and added
to the unpaid principal amount of the Loans on the applicable Interest Payment
Date (the “PIK
Interest”);

         

        
          
            
            

          

          
            -25-

            
              

            

          

          
            
            

          

        

        (b)        With
respect to each Interest Payment Date for each Loan borrowing, Holdings shall
notify Administrative Agent of its Election by delivery of an Election Notice to
Administrative Agent substantially in the form of Exhibit XV annexed
hereto not later than five Business Days prior to the Interest Payment Date
preceding the Interest Payment Date for which such Election is
made.  If Holdings fails to timely deliver an Election Notice in
respect of any Interest Payment Date for the Loan borrowing, it shall be deemed
to have elected the PIK Election.  Any Election shall apply to all
outstanding Loans.

         

        (c)         Holdings
shall be deemed to have elected the PIK Election with respect to the first
Interest Payment Date following the Closing Date with respect to all Loan
borrowings.

         

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

         

        B.           [Reserved].

         

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

         

        D.           [Reserved].

         

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

         

        F.           Computation of
Interest.  Interest on the Loans shall be computed on the basis
of a 360-day year, in each case for the actual number of days elapsed in the
period during which it accrues.  In computing interest on any Loan,
the date of the making of such Loan shall be included, and the date of payment
of such Loan shall be excluded; provided that if a
Loan is repaid on the same day on which it is made, one day’s interest shall be
paid on that Loan.

         

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

         

        
          	
                   
      

                	
                  2.3

                	
                  Fees.

                


        

         

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

         

        
          
            
            

          

          
            -26-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  2.4

                	
                  Prepayments and Offers
      to Prepay; General Provisions Regarding
  Payments.

                


        

         

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

         

        B.           Prepayments and Offers to
Prepay.

         

        (i)       Voluntary
Prepayments.

         

        (a)           Holdings
may prepay the Loans on any Business Day in whole or in part in an aggregate
minimum amount of $500,000 and multiples of $100,000 in excess of that amount at
a redemption price as set forth in the table below (expressed as a percentage of
the principal amount of Loans to be prepaid) plus any accrued and unpaid
interest, to the date of prepayment.

         

        
          
            
              
                
                  
                    	
                               Prepayment
      Year

                          	
                            Voluntary Prepayment
  Price

                          
	 	 
	
                            June
      15, 2007 through June 14, 2010

                          	
                            106%

                          
	
                            June
      15, 2010 through June 14, 2011

                          	
                            104%

                          
	
                            June
      15, 2011 through June 14, 2012

                          	
                            102%

                          
	
                            June
      15, 2012 and thereafter

                          	
                            100%

                          


                  

                

              

            

          

        

        


         

        (b)           Holdings
shall provide Administrative Agent with not less than one Business Day’s prior
written notice by delivery of a Notice of Prepayment or prior telephonic notice
promptly confirmed in writing by the delivery of a Notice of Prepayment, of any
prepayment of the Loans pursuant to subsection 2.4B(i).  All written
notices delivered pursuant to this subsection 2.4B(i) shall be in the form of a
Notice of Prepayment and all notices whether written or telephonic delivered
pursuant to this subsection 2.4B(i) shall be irrevocable, and once given as
aforesaid, the principal amount of the Loans specified in such notice shall
become due and payable on the prepayment date specified therein; provided that if
notice is given in connection with the refinancing of the Loans with the
proceeds of Indebtedness (other than the Loans) or in connection with a
transaction that would result in a Change in Control and, in either case, such
transaction does not close, such notice shall be revocable (without penalty) and
the amounts specified therein shall not be due and
payable.  Administrative Agent shall promptly notify each Lender of
such prepayment and of the amount of the prepayment proposed to be applied to
such Lender’s Loans.

         

        (ii)               Mandatory Offers to
Prepay.

         

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

         

        
          
            
            

          

          
            -27-

            
              

            

          

          
            
            

          

        

        (b)           Offer to Purchase by
Application of Excess Proceeds.

         

        (1)           Within
365 days after receipt of any Net Asset Sale Proceeds, Holdings (or the
applicable Subsidiary of Holdings, as the case may be) may, at its option, (x)
apply such Net Asset Sale Proceeds to prepay any Indebtedness of a Subsidiary of
Holdings permitted to be incurred under subsection 7.1, (y) reinvest all or a
portion of such remaining Net Asset Sale Proceeds in equipment or other assets
used in the business of Holdings and its Subsidiaries or (z) use such Net
Asset Sale Proceeds in a combination of prepayment and reinvestment permitted by
the foregoing clauses (x) and (y); provided that, if
Holdings or such Subsidiary shall have contractually committed to reinvest any
Net Asset Sale Proceeds during such 365 day period, Holdings or such Subsidiary
shall have until the later of (x) 365 days from the date of receipt of Net Asset
Sale Proceeds and (y) 180 days from the date of such contractual commitment, to
reinvest such Net Asset Sale Proceeds and Holdings (or the applicable Subsidiary
of Holdings) shall make an additional prepayment of Loans, with any Net Asset
Sale Proceeds not reinvested as of such date.

         

        (2)           Any
Net Asset Sale Proceeds that are not applied or reinvested as provided in
paragraph (1) of this subsection 2.4B(ii)(b) shall constitute “Excess
Proceeds.”  When the aggregate amount of Excess Proceeds
exceeds $1,500,000 the entire unutilized Net Asset Sale Proceeds, and not just
the amount in excess of $1,500,000, shall be applied as required pursuant to
this paragraph). No later than the fifth Business Day thereafter, Holdings will
make an offer to all Lenders to prepay all Loans pursuant to an Asset Sale Offer
at a purchase price in cash equal to 100% of the principal amount thereof, plus
any accrued and unpaid interest and fees to the Asset Sale Prepayment Date, and
(B) on the Asset Sale Prepayment Date, apply any such Excess Proceeds to prepay
all the Loans of all Lenders properly accepting such offer of prepayment in
accordance with such Asset Sale Offer at a purchase price in cash equal to 100%
of the principal amount thereof, plus any accrued and unpaid interest to the
Asset Sale Prepayment Date.  If the aggregate principal amount of the
Loans tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds,
then the Loans tendered shall be repaid on a pro rata basis.  Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.  Notwithstanding the foregoing, in no event shall any
Asset Sale Offer be required prior to the Company Loans Discharge.

         

        C.           General Provisions Regarding
Payments.

         

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

         

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

         

        
          
            
            

          

          
            -28-

            
              

            

          

          
            
            

          

        

        (iii)     Apportionment of
Payments.  Aggregate principal and interest and prepayment
premium payments (including prepayments) in respect of Loans shall be
apportioned among all outstanding Loans to which such payments relate,
proportionately to Lenders’ respective Pro Rata
Shares.  Administrative Agent shall promptly distribute to each
Lender, at the account specified in the payment instructions delivered to
Administrative Agent by such Lender, its Pro Rata Share of all such payments
received by Administrative Agent when received by Administrative
Agent.

         

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

         

        D.       Application of Proceeds of Payments
After Event of Default.  Upon the occurrence and during the
continuation of an Event of Default, if requested by Requisite Lenders, or upon
acceleration of the Obligations pursuant to Section 8, all payments received by
Administrative Agent whether from Holdings or otherwise shall be applied by
Administrative Agent in full in the following order of priority:

         

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

         

        (ii)       thereafter,
pro rata to the payment of all other Obligations; and

         

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

         

        
          	
                   
      

                	
                  2.5

                	
                  Use of
      Proceeds.

                


        

         

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

         

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

         

        
          	
                   
      

                	
                  2.6

                	
                  [Reserved].

                


        

         

        
          	
                   
      

                	
                  2.7

                	
                  Increased Costs;
      Taxes; Capital Adequacy.

                


        

         

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

         

        
          
            
            

          

          
            -29-

            
              

            

          

          
            
            

          

        

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

         

        (ii)          imposes,
modifies or holds applicable, in the opinion of such Lender, any material
reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets held by, or deposits or other liabilities in or for
the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender; or

         

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

         

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

         

        B.           Taxes.

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -30-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -31-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -32-

            
              

            

          

          
            
            

          

        

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

         

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

         

        
          	
                   
      

                	
                  2.8

                	
                  Statement of Lenders;
      Obligation of Lenders to
Mitigate.

                


        

         

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

         

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

         

        
          	
                   
      

                	
                  2.9

                	
                  Replacement of a
      Lender.

                


        

         

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

         

        
          
            
            

          

          
            -33-

            
              

            

          

          
            
            

          

        

        Section
3.               [RESERVED]

         

        Section
4.               CONDITIONS
TO LOANS

         

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

         

        
          	
                   
      

                	
                  4.1

                	
                  Closing Date
      Conditions.

                


        

         

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

         

        A.           Holdings
Documents.  On or before the Closing Date, Holdings deliver to
Administrative Agent the following with respect to Holdings each, unless
otherwise noted, dated the Closing Date:

         

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

         

        
          
            
            

          

          
            -34-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

        E.           Opinions of Counsel to
Holdings.  Lenders shall have received copies of one or more
written opinions of Goodwin Procter LLP, counsel for Holdings, dated as of the
Closing Date and setting forth substantially the matters in the opinions
designated in Exhibit IX
annexed hereto (this Agreement constituting a written request by Holdings to
such counsel to deliver such opinions to Lenders).

         

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

         

        
          
            
            

          

          
            -35-

            
              

            

          

          
            
            

          

        

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

         

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

         

        I.           [Reserved].

         

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

         

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

         

        L.           Consummation
of Acquisition and Merger.

         

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

         

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

         

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

         

        M.           First Lien Credit Agreement and
Second Lien Credit Agreement.  On the Closing Date, the First
Lien Credit Agreement and the Second Lien Credit Agreement shall be fully
executed and delivered, and not less than $135,000,000 shall be borrowed under
the First Lien Credit Agreement and not less than $65,000,000 shall be borrowed
under the Second Lien Credit Agreement, to be applied, along with the proceeds
of the Loans hereunder, to fund the Acquisition Financing
Requirements.

         

        
          
            
            

          

          
            -36-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        
          	
                   
      

                	
                  4.2

                	
                  Conditions to All
      Loans.

                


        

         

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

         

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

         

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

         

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

         

        Section
5.               REPRESENTATIONS
AND WARRANTIES

         

        In order
to induce Lenders to enter into this Agreement and to make the Loans, Holdings
represents and warrants to each Lender:

         

        
          
            
            

          

          
            -37-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  5.1

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

                


        

         

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

         

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

         

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

         

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

         

        
          	
                   
      

                	
                  5.2

                	
                  Authorization of
      Borrowing, Etc.

                


        

         

        A.           Authorization of
Borrowing.  The execution, delivery and performance of the Loan
Documents and the Related Agreements have been duly authorized by all necessary
corporate, partnership or limited liability action on the part of
Holdings.

         

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

         

        
          
            
            

          

          
            -38-

            
              

            

          

          
            
            

          

        

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

         

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

         

        
          	
                   
      

                	
                  5.3

                	
                  Financial
      Condition.

                


        

         

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

         

        
          	
                   
      

                	
                  5.4

                	
                  No Material Adverse
      Change.

                


        

         

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

         

        
          	
                   
      

                	
                  5.5

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

                


        

         

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

         

        
          
            
            

          

          
            -39-

            
              

            

          

          
            
            

          

        

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

         

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

         

        
          	
                   
      

                	
                  5.6

                	
                  Litigation; Adverse
      Facts.

                


        

         

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

         

        
          	
                   
      

                	
                  5.7

                	
                  Payment of
      Taxes.

                


        

         

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

            

        
          
            
            

          

          
            -40-

            
              

            

          

          
            
            

          

        

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

         

        
          	
                   
      

                	
                  5.8

                	
                  Governmental
      Regulation.

                


        

         

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

         

        
          	
                   
      

                	
                  5.9

                	
                  Securities
      Activities.

                


        

         

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

         

        
          	
                   
      

                	
                  5.10

                	
                  Employee Benefit
      Plans.

                


        

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -41-

            
              

            

          

          
            
            

          

        

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

         

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

         

        
          	
                   
      

                	
                  5.11

                	
                  Certain
      Fees.

                


        

         

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

         

        
          	
                   
      

                	
                  5.12

                	
                  Environmental
      Compliance.

                


        

         

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

         

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

         

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

         

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

         

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

         

        
          	
                   
      

                	
                  5.13

                	
                  Employee
      Matters.

                


        

         

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

         

        
          
            
            

          

          
            -42-

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  5.14

                	
                  Solvency.

                


        

         

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

         

        
          	
                   
      

                	
                  5.15

                	
                  [Reserved].

                


        

         

        
          	
                   
      

                	
                  5.16

                	
                  Disclosure.

                


        

         

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

         

        
          	
                   
      

                	
                  5.17

                	
                  Related
      Agreements.

                


        

         

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

         

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

         

        
          	
                   
      

                	
                  5.18

                	
                  Insurance.

                


        

         

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

         

        
          	
                   
      

                	
                  5.19

                	
                  Use of
      Proceeds.

                


        

         

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

         

        
          
            
            

          

          
            -43-

            
              

            

          

          
            
            

          

        

        Section
6.               HOLDINGS’
AFFIRMATIVE COVENANTS

         

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

         

        
          	
                   
      

                	
                  6.1

                	
                  Financial Statements
      and Other Reports.

                


        

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -44-

            
              

            

          

          
            
            

          

        

        (iv)   
Compliance
Certificate:  together with each delivery of financial
statements pursuant to subdivisions (ii) and (iii) above, a Compliance
Certificate of Holdings stating that the signers have reviewed the terms of this
Agreement and have made, or caused to be made under their supervision, a review
in reasonable detail of the transactions and condition of Holdings and its
Subsidiaries during the accounting period covered by such financial statements
and that such review has not disclosed the existence during or at the end of
such accounting period, and that the signers do not have knowledge of the
existence as at the date of such Compliance Certificate, of any condition or
event that constitutes an Event of Default or Potential Event of Default, or, if
any such condition or event existed or exists, specifying the nature and period
of existence thereof and what action Holdings or Company has taken, is taking
and proposes to take with respect thereto , and a copy of the compliance
certificates for such period that are provided to the administrative agents
under the First Lien Credit Agreement and the Second Lien Credit
Agreement;

         

        (v)    
[Reserved].

         

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

         

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

         

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

         

        
          
            
            

          

          
            -45-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        (xv)    Other
Information:  with reasonable promptness, any information or
data (other than borrowing notices or interest rate election notices) provided
to or by the administrative agent or any lender under the First Lien Credit
Agreement or the Second Lien Credit Agreement and such other information and
data with respect to Holdings or any of its Subsidiaries as from time to time
may be reasonably requested by Administrative Agent; and

         

        
          
            
            

          

          
            -46-

            
              

            

          

          
            
            

          

        

         

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

         

        
          	
                   
      

                	
                  6.2

                	
                  Existence,
      Etc.

                


        

         

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

         

        
          	
                   
      

                	
                  6.3

                	
                  Payment of Taxes and
      Claims; Tax.

                


        

         

        Except to
the extent failure to do so could not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect, Holdings will, and will cause
each of its Subsidiaries to, (a) timely pay all Taxes that have become due
and payable; provided that no such
Tax need be paid if it is being contested in good faith, so long as such reserve
or other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made therefor, and (b) timely file all of its Tax
returns.

         

        
          	
                   
      

                	
                  6.4

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

                


        

         

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

         

        B.           Insurance.  Holdings
will maintain or cause to be maintained, with financially sound and reputable
insurers, such business interruption, public liability insurance, third party
property damage insurance and casualty insurance with respect to liabilities,
losses or damage in respect of the assets, properties and businesses of Holdings
and its Subsidiaries as may customarily be carried or maintained under similar
circumstances by corporations of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self-insurance), with
such deductibles, covering such risks and otherwise on such terms and conditions
as shall be customary for corporations similarly situated in the industry and
taking into account, with respect to Real Property Assets, whether such assets
are owned or leased.  Without limiting the generality of the
foregoing, Holdings will maintain or cause to be maintained replacement value
casualty insurance on the assets, properties and businesses of Holdings and its
Subsidiaries under such policies of insurance, with such insurance companies, in
such amounts, with such deductibles, and covering such risks as shall be
customary for corporations similarly situated in the industry.

         

        
          
            
            

          

          
            -47-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  6.5

                	
                  Inspection Rights;
      Lender Meeting.

                


        

         

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

         

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

         

        
          	
                   
      

                	
                  6.6

                	
                  Compliance with Laws,
      Etc.

                


        

         

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

         

        
          	
                   
      

                	
                  6.7

                	
                  Environmental
      Matters.

                


        

         

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

         

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

         

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

         

        
          
            
            

          

          
            -48-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        (i)       Remedial
Actions Relating to Hazardous Materials Activities.  Holdings shall,
in compliance with all applicable Environmental Laws, promptly undertake, and
shall cause each of its Subsidiaries promptly to undertake, any and all
investigations, studies, sampling, testing, abatement, cleanup, removal,
remediation or other response actions necessary to remove, remediate, clean up
or abate any Hazardous Materials Activity on, under or about any Facility that
is in violation of any Environmental Laws which violation could reasonably be
expected to have a Material Adverse Effect or that presents a risk arising from
an Environmental Claim that could reasonably be expected to result in a Material
Adverse Effect, provided, however, that neither
Holdings nor any of its Subsidiaries shall be precluded from contesting in good
faith any such alleged violation of Environmental Law or Environmental
Claim.

         

        (ii)       Actions
with Respect to Environmental Claims and Violations of Environmental
Laws.  Holdings shall promptly take, and shall cause each of its
Subsidiaries promptly to take, any and all actions necessary to (i) cure
any material violation of applicable Environmental Laws by Holdings or its
Subsidiaries and (ii) make an appropriate response to any Environmental
Claim against Holdings or any of its Subsidiaries and discharge any obligations
it may have to any Person thereunder where failure to do so could reasonably be
expected to result in, individually or in the aggregate, a Material Adverse
Effect, provided, however, that neither
of Holdings nor any of its Subsidiaries shall be precluded from contesting in
good faith any such alleged violation of Environmental Law or Environmental
Claim.

         

        
          
            
            

          

          
            -49-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  6.8

                	
                  [Reserved].

                


        

         

        
          	
                   
      

                	
                  6.9

                	
                  [Reserved].

                


        

         

        
          	
                   
      

                	
                  6.10

                	
                  [Reserved].

                


        

         

        
          	
                   
      

                	
                  6.11

                	
                  [Reserved].

                


        

         

        
          	
                   
      

                	
                  6.12

                	
                  Ratings.

                


        

         

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

         

        
          	
                   
      

                	
                  6.13

                	
                  Employee
      Benefits.

                


        

         

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

         

        Section
7.             HOLDINGS’
NEGATIVE COVENANTS

         

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

         

        
          	
                   
      

                	
                  7.1

                	
                  Indebtedness.

                


        

         

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

         

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

         

        
          
            
            

          

          
            -50-

            
              

            

          

          
            
            

          

        

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

         

        (iii)     (A)
Company may become and remain liable with respect to Indebtedness to any of its
Subsidiaries, and any Subsidiary of the Company may become and remain liable
with respect to Indebtedness to Company or any other Subsidiary of the
Company;

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -51-

            
              

            

          

          
            
            

          

           

        

        (viii)  Holdings
and its Subsidiaries may become and remain liable with respect to the Second
Lien Indebtedness pursuant to the Second Lien Credit Agreement and, Indebtedness
incurred to refinance, extend, renew, restructure or replace, or in exchange
for, such Second Lien Indebtedness, in whole or in part (“Refinancing Second Lien Indebtedness”), in an
aggregate principal amount not to exceed $65,000,000 plus any amounts of
accreted or amortized original issue discount or any amounts of interest paid in
the form of additional Second Lien Indebtedness and a reasonable premium or
other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with any Second Lien Indebtedness or Refinancing Second Lien
Indebtedness being refinanced, extended, renewed, restructured or exchanged;
provided that
the maximum amount of any Second Lien Indebtedness permitted by this clause
(viii) shall be reduced on a dollar for dollar basis by the aggregate amount of
the principal of term loans prepaid thereunder pursuant to subsection 2.4B(iii)
of the Second Lien Credit Agreement (other than in connection with a refinancing
of Second Lien Indebtedness permitted under this clause (viii));

         

        (ix)     Company
and its Subsidiaries may become and remain liable with respect to other
Indebtedness in an aggregate principal amount not to exceed $12,000,000 at any
time outstanding;

         

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

         

        (xi)     Holdings
and its Subsidiaries may become and remain liable with respect to Indebtedness
under Hedge Agreements required under subsections 6.10 of the Company
Credit Agreements (or any similar subsections thereof) or otherwise entered into
in the ordinary course of business and not for speculative
purposes;

         

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

         

        (xiii)   (x)
Company and its Subsidiaries may become and remain liable with respect to
guarantee obligations in respect of any Indebtedness of Holdings or its
Subsidiaries permitted by subsection 7.1; and

         

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

         

        Notwithstanding
anything in the foregoing to the contrary, any and all Indebtedness incurred by
Holdings shall be subordinated to the Loans on terms and conditions satisfactory
to the Required Lenders, other than (i) obligations of Holdings under the
Loans, the First Lien Indebtedness and the Second Lien Indebtedness and
(ii) amounts incurred by Company or any of its Subsidiaries and guaranteed
by Holdings, in each case as permitted above.

         

        
          
            
            

          

          
            -52-

            
              

            

          

          
            
            

          

           

        

        
          	
                   
      

                	
                  7.2

                	
                  Liens and Related
      Matters.

                


        

         

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

         

        (i)       
Permitted Encumbrances;

         

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

         

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

         

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

         

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

         

        (vi)      other
Liens securing obligations in an aggregate amount not to exceed $2,500,000 at
any time outstanding;

         

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

         

        (viii)    Liens
in favor of Company or any of its Subsidiaries securing Indebtedness permitted
under subsection 7.1(iii);

         

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

         

        
          
            
            

          

          
            -53-

            
              

            

          

          
            
            

          

        

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

         

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

         

        B.        [Reserved].

         

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

         

        
          
            
            

          

          
            -54-

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  7.3

                	
                  Investments;
      Acquisitions.

                


        

         

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

         

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

         

        (ii)       any
Subsidiary of Holdings may make and own Investments in Company and in other
Subsidiaries of Holdings;

         

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

         

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

         

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

         

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

         

        (vii)     Company
and its Subsidiaries may make Permitted
Acquisitions; provided that no
Potential Event of Default or Event of Default shall have occurred and be
continuing at the time such acquisition occurs or after giving effect
thereto;

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -55-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          	
                   
      

                	
                  7.4

                	
                  Restricted Junior
      Payments.

                


        

         

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

         

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

         

        (ii)       Holdings
may make Restricted Junior Payments in an aggregate amount not in excess of
$2,500,000 in any Fiscal Year (i) to fund any redemption or repurchase of
Capital Stock that is required pursuant to the terms of any “qualified stock
bonus plan” under Section 401(a) of the Internal Revenue Code that complies in
all material respects with the applicable provisions of Sections 404, 409 and
415 of the Internal Revenue Code and (ii) to repurchase the Capital Stock
of Holdings from directors, employees or members of management of Holdings or
any Subsidiary (or their estate, family members, spouse and/or former
spouse);

         

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

         

        
          
            
            

          

          
            -56-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

        
          
            	
                  	
                    7.5

                  	
                    [Reserved].

                  


          

        

         

        
          	
                   
      

                	
                  7.6

                	
                  Restriction on
      Fundamental Changes; Asset
Sales.

                


        

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -57-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        (viii)   any
Person may be merged with or into Company or any of its Subsidiaries if the
acquisition of the Capital Stock of such Person by Company or such Subsidiary
would have been permitted pursuant to subsection 7.3; provided that no
Potential Event of Default or Event of Default shall have occurred or be
continuing after giving effect thereto;

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -58-

            
              

            

          

          
            
            

          

           

          
            
              	
                    	
                      7.7

                    	
                      [Reserved].

                    


            

          

           

        

        
          	
                   
      

                	
                  7.8

                	
                  Transactions with
      Shareholders and Affiliates.

                


        

         

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

         

        
          	
                   
      

                	
                  7.9

                	
                  Conduct of
      Business.

                


        

         

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

         

        
          	
                   
      

                	
                  7.10

                	
                  Amendments or Waivers
      of Certain Agreements.

                


        

         

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

         

        B.           [Reserved].

         

        C.           [Reserved].

         

        
          
            
            

          

          
            -59-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  7.11

                	
                  Fiscal
      Year.

                


        

         

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

         

        
          	
                   
      

                	
                  7.12

                	
                  Ownership of
      Subsidiaries.

                


        

         

        Holdings
shall not permit, and shall not permit any of its Subsidiaries to permit, any
Domestic Subsidiary to be a non-Wholly Owned Subsidiary, except as a result of
or in connection with a dissolution, liquidation, merger, consolidation or
disposition of a Subsidiary permitted by subsection 7.6 or an Investment in
any Person permitted under subsection 7.3

         

        
          	
                   
      

                	
                  7.13

                	
                  Sale and Leaseback
      Transactions.

                


        

         

        Holdings
shall not, and shall not permit any of its Subsidiaries to, enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a “Sale and Leaseback
Transaction”) unless (i) the sale of such property is permitted by
subsection 7.6 and (ii) any Liens arising in connection with its use
of such property are permitted by subsection 7.2.

         

        Section
8.              EVENTS
OF DEFAULT

         

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

         

        
          	
                   
      

                	
                  8.1

                	
                  Failure to Make
      Payments When Due.

                


        

         

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

         

        
          	
                   
      

                	
                  8.2

                	
                  Default in Other
      Agreements.

                


        

         

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

         

        (ii)      Breach
or default by Holdings or any of its Subsidiaries with respect to any other
material term of (a) one or more items of Indebtedness in the individual or
aggregate principal amounts referred to in clause (i) above or (b) any
loan agreement, mortgage, indenture or other agreement relating to such item(s)
of Indebtedness in the individual or aggregate amounts referred to in clause (i)
above, if the effect of such breach or default is to cause, or to permit the
holder or holders of that Indebtedness (or a trustee on behalf of such holder or
holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be
declared due and payable prior to its stated maturity or the stated maturity of
any underlying obligation, as the case may be.

         

        (iii)     Notwithstanding
the foregoing, in the case of a failure described in clause (i) above or a
breach or default described in clause (ii) above, such failure, breach or
default shall constitute an Event of Default under this subsection 8.2 only
if (a) such failure relates to the failure to pay principal at final
maturity of such Indebtedness or (b) such breach or default has resulted in the
holders of such Indebtedness having caused such Indebtedness to become due prior
to its stated maturity as a result of such breach or default; provided that if such
breach or default is under First Lien Indebtedness, such breach or default shall
not constitute an Event of Default if it is solely pursuant to subsection 8.11
(or a comparable provision governing Change in Control) of the First Lien Credit
Agreement as in effect on the date hereof.

         

        
          
            
            

          

          
            -60-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  8.3

                	
                  Breach of Certain
      Covenants.

                


        

         

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

         

        
          	
                   
      

                	
                  8.4

                	
                  Breach of
      Warranty.

                


        

         

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

         

        
          	
                   
      

                	
                  8.5

                	
                  Other Defaults Under
      Loan Documents.

                


        

         

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

         

        
          	
                   
      

                	
                  8.6

                	
                  Involuntary
      Bankruptcy; Appointment of Receiver,
Etc.

                


        

         

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

         

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

         

        
          
            
            

          

          
            -61-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  8.7

                	
                  Voluntary Bankruptcy;
      Appointment of Receiver,
Etc.

                


        

         

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

         

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

         

        
          	
                   
      

                	
                  8.8

                	
                  Judgments and
      Attachments.

                


        

         

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

         

        
          	
                   
      

                	
                  8.9

                	
                  Dissolution.

                


        

         

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

         

        
          	
                   
      

                	
                  8.10

                	
                  Employee Benefit
      Plans.

                


        

         

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

         

        
          	
                   
      

                	
                  8.11

                	
                  [Reserved].

                


        

         

        
          	
                   
      

                	
                  8.12

                	
                  Invalidity of Loan
      Documents; Repudiation of
Obligations.

                


        

         

        At any
time after the execution and delivery thereof, (i) any Loan Document or any
provision thereof, for any reason other than the satisfaction in full of all
Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void, or (ii)
Holdings shall contest the validity or enforceability of any Loan Document or
any provision thereof, in writing or deny in writing that it has any further
liability, under any Loan Document or any provision thereof to which it is a
party; or

         

        
          
            
            

          

          
            -62-

            
              

            

          

          
            
            

          

        

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

         

        
          
            	
                    Section 9. 

                  	
                    ADMINISTRATIVE
      AGENT

                  


          

        

         

        
          	
                   
      

                	
                  9.1

                	
                  Appointment.

                


        

         

        A.           Appointment of Administrative
Agent.  DB is hereby appointed Administrative Agent hereunder
and under the other Loan Documents and DB hereby accepts such
appointment.  Each Lender hereby authorizes Administrative Agent to
act as its agent in accordance with the terms of this Agreement and the other
Loan Documents.  DB agrees to act upon the express conditions
contained in this Agreement and the other Loan Documents, as
applicable.  The provisions of this Section 9 are solely for the
benefit of Agent and Lenders and Holdings shall not have rights as a third party
beneficiary of any of the provisions thereof.  In performing its
functions and duties under this Agreement, Administrative Agent (other than as
provided in subsection 2.1D) shall act solely as an agent of Lenders and does
not assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for Holdings.

         

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

         

        B.           [Reserved].

         

        C.           [Reserved].

         

        
          	
                   
      

                	
                  9.2

                	
                  Powers and Duties;
      General Immunity.

                


        

         

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

         

        
          
            
            

          

          
            -63-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        
          
            
            

          

          
            -64-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  9.3

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

                


        

         

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

         

        
          	
                   
      

                	
                  9.4

                	
                  Right to
      Indemnity.

                


        

         

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

         

        
          	
                   
      

                	
                  9.5

                	
                  Resignation of Agent;
      Successor Administrative
Agent.

                


        

         

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

         

        
          
            
            

          

          
            -65-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  9.6

                	
                  [Reserved].

                


        

         

        
          	
                   
      

                	
                  9.7

                	
                  Duties of Other
      Agents.

                


        

         

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

         

        
          	
                   
      

                	
                  9.8

                	
                  Administrative Agent
      May File Proofs of Claim.

                


        

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            -66-

            
              

            

          

          
            
            

          

        

        Section
10.           MISCELLANEOUS

         

        
          	
                   
      

                	
                  10.1

                	
                  Successors and
      Assigns; Assignments and Participations in
  Loans.

                


        

         

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

         

        B.           Assignments.

         

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

         

        
          
            
            

          

          
            -67-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

        
          
            
            

          

          
            -68-

            
              

            

          

          
            
            

          

        

        C.           Participations.

         

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

         

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

         

        
          
            
            

          

          
            -69-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

        
          	
                   
      

                	
                  10.2

                	
                  Expenses.

                


        

         

        Whether
or not the transactions contemplated hereby shall be consummated, Holdings
agrees to pay promptly:  (i) all reasonable costs and expenses of
Administrative Agent, including reasonable outside attorney’s fees in connection
with the negotiation, preparation and execution of the Loan Documents and any
consents, amendments, waivers or other modifications thereto; (ii) all
reasonable costs and expenses of furnishing all opinions by counsel for Holdings
(including any opinions reasonably requested by Agent or Lenders as to any legal
matters arising hereunder) and of Holdings’ performance of and compliance with
all agreements and conditions on its part to be performed or complied with under
this Agreement and the other Loan Documents including with respect to confirming
compliance with environmental, insurance and solvency requirements;
(iii) all reasonable fees, expenses and disbursements of outside counsel to
Administrative Agent in connection with the negotiation, preparation, execution
and administration of the Loan Documents and any consents, amendments, waivers
or other modifications thereto and any other documents or matters requested by
Holdings; (iv) all other reasonable costs and expenses incurred by
Administrative Agent in connection with the syndication of the Loans;
(v) all costs and expenses, including reasonable attorneys’ fees and fees,
costs and expenses of outside accountants, advisors and consultants, incurred by
Administrative Agent and its counsel relating to efforts during the continuance
of any Event of Default to evaluate or assess Holdings, its business or
financial condition; and (vi) all costs and expenses, including outside
attorneys’ fees, fees, costs and expenses of accountants, advisors and
consultants and costs of settlement, incurred by Administrative Agent and
Lenders (including the reasonable fees and disbursements of one law firm for
Administrative Agent and Lenders, collectively, unless more than one counsel is
required due to actual or potential conflicts of interest in the reasonable
judgment of such persons, plus any local counsel or foreign counsel) in
enforcing any Obligations of or in collecting any payments due from Holdings
hereunder or under the other Loan Documents (including in connection with the
enforcement of the Loan Documents) or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a “work-out” or pursuant to any insolvency or bankruptcy
proceedings.

         

        
          
            
            

          

          
            -70-

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                  10.3

                	
                  Indemnity.

                


        

         

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

         

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

         

        
          
            
            

          

          
            -71-

            
              

            

          

          
            
            

          

        

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

         

        
          	
                   
      

                	
                  10.4

                	
                  Set-Off.

                


        

         

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

         

        
          	
                   
      

                	
                  10.5

                	
                  Ratable
      Sharing.

                


        

         

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

         

        
          
            
            

          

          
            -72-

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  10.6

                	
                  Amendments and
      Waivers.

                


        

         

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

         

        (a)           each
Lender with Obligations directly affected (whose consent shall be sufficient for
any such amendment, modification, termination or waiver without the consent of
Requisite Lenders) (1) reduce or forgive the principal amount of any Loan, (2)
postpone the scheduled final maturity date of any Loan, (3) postpone the date on
which any interest or any fees are payable or (4) decrease the interest rate
borne by any Loan (other than any waiver of any increase in the interest rate
applicable to any of the Loans pursuant to subsection 2.2E) or the amount
of any fees payable hereunder, or change in any manner provisions herein
relating to whether the interest rate borne by any Loan is payable in cash or in
kind; or

         

        (b)           each
Lender adversely affected thereby, (1) change in any manner the definition
of “Pro Rata Share” or the definition of “Requisite Lenders” (except for any
changes resulting solely from an increase in the aggregate amount of the Loans
approved by the Requisite Lenders), (2) change in any manner any provision of
this Agreement that, by its terms, expressly requires the approval or
concurrence of all Lenders, or (3) change in any manner or waive the provisions
contained in subsection 2.4D, subsection 8.1, subsection 10.5 or this
subsection 10.6.

         

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

         

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

         

        
          
            
            

          

          
            -73-

            
              

            

          

          
            
            

          

        

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

         

        
          	
                   
      

                	
                  10.7

                	
                  Independence of
      Covenants.

                


        

         

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

         

        
          	
                   
      

                	
                  10.8

                	
                  Notices; Effectiveness
      of Signatures.

                


        

         

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

         

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

         

        
          
            
            

          

          
            -74-

            
              

            

          

          
            
            

          

        

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

         

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

         

        
          	
                   
      

                	
                  10.9

                	
                  Survival of
      Representations, Warranties and
  Agreements.

                


        

         

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

         

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

         

        
          	
                	
                  10.10

                	
                  Failure or Indulgence
      Not Waiver; Remedies
Cumulative.

                


        

         

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

         

        
          	
                  
                  

                	
                  10.11

                	
                  Marshalling; Payments
      Set Aside.

                


        

         

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

         

        
          
            
            

          

          
            -75-

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                  10.12

                	
                  Severability.

                


        

         

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

         

        
          	
                	
                  10.13

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

                


        

         

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

         

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

         

        
          	
                	
                  10.14

                	
                  [Reserved].

                


        

         

        
          	
                	
                  10.15

                	
                  Applicable
      Law.

                


        

         

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

         

        
          	
                	
                  10.16

                	
                  Construction of
      Agreement; Nature of
Relationship.

                


        

         

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

         

        
          
            
            

          

          
            -76-

            
              

            

          

          
            
            

          

        

        
          	
                	
                  10.17

                	
                  Consent to
      Jurisdiction and Service of
Process.

                


        

         

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

         

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

         

        (II)    
WAIVES ANY DEFENSE OF FORUM
NON CONVENIENS;

         

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

         

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

         

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

         

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

         

        
          	
                	
                  10.18

                	
                  Waiver of Jury
      Trial.

                


        

         

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

         

        
          
            
            

          

          
            -77-

            
              

            

          

          
            
            

          

        

        
          	
                	
                  10.19

                	
                  Confidentiality.

                


        

         

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

         

        
          
            
            

          

          
            -78-

            
              

            

          

          
            
            

          

        

        
          	
                	
                  10.20

                	
                  Counterparts;
      Effectiveness.

                


        

         

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

         

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

         

        
          	
                	
                  10.21

                	
                  USA Patriot
      Act.

                


        

         

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

         

        [Remainder
of page intentionally left blank]

         

        
          
            
            

          

          
            -79-

            
              

            

          

          
            
            

          

        

         

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

        
 

        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  BORROWER:
        

                                   

                                  TA
      INDIGO HOLDING CORPORATION    

                                
	 	 
	 
      	
                                  By:

                                	
                                  /s/
      Harry D.
      Taylor                                                                   

                                
	 
      	 
      	
                                  Name:
      Harry D. Taylor

                                  
                                    Title:
      Senior Vice President

                                  

                                
	 
      	 
      	 
      
	 
      	
                                  Notice
      Address:

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  TA
      Indigo Holding Corporation

                                  c/o
      TA Associates

                                  John
      Hancock Tower

                                  200
      Clarendon Street

                                  Boston,
      MA 02116

                                  Attention:    Harry
      Taylor

                                  Telephone:  (617)
      574-6767

                                  Facsimile:    (617)
      574-6728

                                
	 
      	 
      	 
      
	 
      	
                                  and

                                
	 	 
	 
      	 
      	
                                  TA
      Indigo Holding Corporation

                                  c/o
      Rho Capital Partners

                                  Carnegie
      Hall Tower

                                  152
      West 57th Street

                                  New
      York, NY 10019

                                  Attention:     Skip
      Besthoff

                                  Telephone:  (212)
      784-8863

                                  Facsimile:    
      (212) 751-5613

                                
	 
      	 
      	 
      
	 
      	
                                  with
      a copy to:

                                
	 
      	 
      
	 
      	 
      	
                                  Goodwin
      Procter LLP

                                  Exchange
      Place

                                  53
      State Street

                                  Boston,
      MA  02109

                                  Attention:     Edward
      Matson Sibble, Esq.

                                  Telephone:    (617)
      570-1000

                                  Facsimile:      (617)
      523-1231

                                
	 
      	 
      	 
      
	 
      	 
      	 
      


                        

                      

                    

                  

                

              

            

          


          
            
              Holdings
Credit Agreement

               


            

            
               


              
                

              

            

            
               


            

          


          
            
              
                
                  
                    
                      	 
      	
                              AGENTS:
        

                               

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

                            
	 
      	 
      	 
      
	 	 	 
	 
      	
                              By:

                            	
                              /s/
      Paul
      O’Leary                                                               

                            
	 
      	 
      	
                              Name:
      Paul O’Leary

                              Title:
      Vice President

                            
	 	 	 
	 
      	 
      	 
      
	 
      	
                              By:

                            	
                              /s/
      Marcus M.
      Tarkington                                               

                            
	 
      	 
      	
                              Name:
      Marcus M. Tarkington

                              Title:
      Director

                            
	 
      	 
      	 
      
	 
      	
                              Notice
      Address for Administrative Agent (to be used for all notices other than
      notices from Holdings pursuant to Sections 2 and 3):

                            
	 
      	 
      	 
      
	 
      	 
      	
                              60
      Wall Street

                              M.S.
      NYC60-0208

                              New
      York, NY  10005

                              Attention:    Paul
      O’Leary

                              Telephone:  (212)
      250-6133

                              Facsimile:    (212)
      797-5690

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

                            
	 
      	 
      	 
      
	 
      	 
      	
                              100
      Plaza One

                              Jersey
      City, NJ  07311

                              Attention:    Jim
      Cullen, Deal Administration

                              Telephone:  (201)
      593-2180

                              Facsimile:    (201)
      593-2308

                            


                    

                  

                

              

            

          


          
            
              Holdings
Credit Agreement

               


            

            
               


              
                

              

            

            
               


            

          



          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	
                                                LENDERS:
        

                                                 

                                                DEUTSCHE BANK TRUST COMPANY
      AMERICAS, as
      a Lender

                                              
	 
      	 
      	 
      
	 	 	 
	 
      	
                                                By:

                                              	
                                                /s/
      Paul
      O’Leary                                                               

                                              
	 
      	 
      	
                                                Name:
      Paul O’Leary

                                                Title:
      Vice President

                                              
	 	 	 
	 
      	 
      	 
      
	 
      	
                                                By:

                                              	
                                                /s/
      Marcus M.
      Tarkington                                               

                                              
	 
      	 
      	
                                                Name:
      Marcus M. Tarkington

                                                Title:
      Director

                                              
	 
      	 
      	 
      
	 	
                                                Notice
      Address: 

                                              
	 	 	 
	 
      	 
      	
                                                100
      Plaza One

                                                Jersey
      City, NJ  07311

                                                Attention:    Jim
      Cullen, Deal Administration

                                                Telephone:  (201)
      593-2180

                                                Facsimile:    (201)
      593-2308

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          



        
          
            Holdings
Credit Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      EXHIBIT
I


       

      [FORM
OF] NOTICE OF BORROWING

       

      DATED:  ____________

       

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

       

      1.           Date of
borrowing:  _______________, ____

       

      2.           Amount of
borrowing:  $___________________

       

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

       

      4.           Type of Loans: Term
Loans

       

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

       

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

       

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

       

        
          

        

      

      
        	
                1

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

              


      

       

      
        
          I-1

          Notice of
Borrowing

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

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

       

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

       

      
        
          
            
              
                
                  
                    	 	
                            TA INDIGO HOLDING
      CORPORATION

                          	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	Name:	 
	 	 	Title:] 3	 
	 	 	 	 


                  

                

              

            

          

        

      

       

      

        


      
        
          	
                  2

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

                


        

      

        
        
          	
                  3

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

                


        

         

        
          
            I-2

            Notice of
Borrowing

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
IV


       

      [FORM
OF] NOTICE OF PREPAYMENT

       

      DATED:  ____________

       

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

       

      
        	
                1.

              	
                Date of
      Notice:  ________________,
  ________

              


      

       

      
        	
                2.

              	
                Type of
      Prepayment:

              


      

       

      
        	
              	
                [  ]
      a.

              	
                Voluntary
      prepayment of Term Loans

              


      

       

      
        	
              	
                [  ]
      b.

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

              


      

       

      
        	
                 
      

              	
                [  ]
      i.

              	
                Offer
      to purchase upon a Change of
Control

              


      

       

      
        	
                 
      

              	
                [  ]
      ii.

              	
                Receipt
      of Net Asset Sale Proceeds that will not be
  reinvested

              


      

       

      
        	      
                3.

              	      
                If
      applicable, specify desired application of voluntary prepayment:1

              	  
	 	  
	 	 


      

       

      
        

      

      
        
          
            	
                    1

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

                  


          

           

          
            
              IV-1

            

            
              Notice of Prepayment

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
                4.

              	
                Attached
      hereto is (if applicable) a calculation of the amount of the applicable
      Net Asset Sale Proceeds that gave rise to a mandatory
      prepayment.

              


      

       

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

       

      
         

        
          
            
              
                
                  
                    
                      	 	
                              TA INDIGO HOLDING
      CORPORATION

                            	 
	 	 	 	 
	 	 	 	 
	
                              
                                 
      

                              

                            	
                              By:
      

                            	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                    

                  

                

              

            

          

        

         

        
          
            IV-2

          

          
            Notice of Prepayment

            
              

            

          

          
            
            

          

        

      

       

      
        EXHIBIT
V


         

        [FORM
OF] NOTE


         

        TA
INDIGO HOLDING CORPORATION

         

        
          	
                  $_____________________1

                	
                  ______________________2

                
	 
      	
                  [________],
      2007

                


        

        


         

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

         

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

         

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

         

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

         

         

        
          
            
              

            

            
              	
                      1

                    	
                      Insert
      amount of Lender’s Term Loan in
numbers.

                    


            

          

            
            
              	
                      2

                    	
                      Insert
      place of delivery of Note.

                    


            

          

            
            
              	
                      3

                    	
                      Insert
      Lender’s name in capital letters.

                    


            

             

          

          
            
              	
                      4

                    	
                      Insert
      amount of Lender’s Term Loan in
words.

                    


            

             

          

        

        
          
            V-1

          

          
            Term
Note

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        
          
            V-2

          

          
            Term Note

            
              

            

          

          
            
            

          

        

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

           

          
             

            
              
                
                  
                    
                      
                        
                          	 	
                                  TA INDIGO HOLDING
      CORPORATION

                                	 
	 	 	 	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                        

                      

                    

                  

                

              

            

             

            
              
                V-3

              

              
                Term Note

                
                  

                

              

              
                
                

              

            

          

        

      

    


    EXHIBIT
VIII


     

    [FORM
OF] COMPLIANCE CERTIFICATE

    DATED:  ____________

     

    THE
UNDERSIGNED HEREBY CERTIFY THAT:

     

    (1)           We
are the duly elected [Title] and [Title] of TA Indigo Holding Corporation, a
Delaware corporation (“Holdings”);

     

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

     

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

     

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

     

    
      
        VIII-1

      

      
        Compliance
Certificate

        
          

        

      

      
        
        

      

    


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

     

       

      
        
          
            
              
                
                  
                    	 	
                            TA INDIGO HOLDING
      CORPORATION

                          	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 


                  

                

              

            

          

        

      

    

     

    
      
        VIII-2

      

      
        Compliance
Certificate

        
          

        

      

      
        
        

      

    

    EXHIBIT
IX

     

    FORM
OF OPINION OF HOLDINGS COUNSEL

     

    
      
        IX-1

      

      
        Opinion of Company Cousel

        
          

        

      

      
        
        

      

    


    EXHIBIT
X


     

    [FORM
OF ASSIGNMENT AGREEMENT]


     

    ASSIGNMENT
AND ASSUMPTION

     

    DATED:  ____________

     

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

     

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

     

      
        

      

    

    
      
        	
                1

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

              


      

        

      
        
          	
                  2

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

                


        

          

      

      
        
          	
                  3

                	
                  Select
      as appropriate.

                


        

          

      

      
        
          	
                  4

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

                


        

         

        
          
            X-1

          

          
            Assignment Agreement

            
              

            

          

          
            
            

          

        

         

      

    

    
      
        
           

          
            	
                    1.

                  	
                    Assignee[s]:

                  	
                    ________________________________

                  


          

        

      

    

    
      	
               
      

            	
              ________________________________

            


    

     

    
      	
              2.

            	
              Assignee[s]:

            	
              ________________________________

            


    

    
      
        	
                 
      

              	
                ________________________________

              


      

    

    
      
      

    

    
      	
               
      

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

            


    

     

    
       

      
        	
                3.

              	
                
                  Borrower(s):

                

              	
                ________________________________

              


      

       

    

    
      	
              4.

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

            


    

     

    
      	
              5.

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

            


    

     

    
      
        X-2

      

      
        Assignment Agreement

        
          

        

      

      
        
        

      

    

    
       

      
        	
                6.

              	
                Assigned
      Interest[s]:

              


      

       

    

    
      	
              Assignor[s]5

            	
              Assignee[s]6

            	
              Aggregate

              Amount
      of

              Commitment/

              Loans
      for all Lenders7

            	
              Amount
      of Commitment/ Loans Assigned8

            	
              Percentage

              Assigned
      of Commitment/

              Loans8

            	
              CUSIP
      Number

            
	 
      	 
      	
              $

            	
              $

            	
              %

            	 
      
	 
      	 
      	
              $

            	
              $

            	
              %

            	 
      
	 
      	 
      	
              $

            	
              $

            	
              %

            	 
      


    

    


    
      	
              [7.

            	
              Trade
      Date:  ________________________________]9

            


    

     

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

     

    

      


    
      
        	
                5

              	
                List
      each Assignor, as
appropriate.

              


      

    

      
      
        	
                6

              	
                List
      each Assignee, as
appropriate.

              


      

    

      
      
        	
                7

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

              


      

    

      
      
        	
                8

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

              


      

    

      
      
        	
                9

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

              


      

    

     

    
      
        X-3

      

      
        Assignment Agreement

        
          

        

      

      
        
        

      

    

     

    The terms
set forth in this Assignment and Assumption are hereby agreed to:

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    ASSIGNOR[S]10

                                  	 
	 	 	 
	 	
                                    [NAME
      OF ASSIGNOR]

                                  	 
	 	 	 	 
	 	 	 	 
	
                                    
                                            
                                         
      

                                      

                                    

                                  	
                                    By:
      

                                  	 	 
	 	 	Title:	 
	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          [NAME
      OF ASSIGNOR]

                                        	 
	 	 	 	 
	 	 	 	 
	
                                          
                                             
      

                                          

                                        	
                                          By:
      

                                        	 	 
	 	 	Title:	 
	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        ASSIGNEE[S]11

                                      	 
	 	 	 
	 	
                                        [NAME
      OF ASSIGNEE]

                                      	 
	 	 	 	 
	 	 	 	 
	
                                        
                                           
      

                                        

                                      	
                                        By:
      

                                      	 	 
	 	 	Title:	 
	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 	 
	 	
                                      
                                        [NAME
      OF ASSIGNEE]

                                      

                                    	 
	 	 	 	 
	 	 	 	 
	
                                      
                                         
      

                                      

                                    	
                                      By:
      

                                    	 	 
	 	 	Title:	 
	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        

      

    

    
      
        	
                10

              	
                Add
      additional signature blocks as
needed.

              


      

       

      
        
          	
                  11

                	
                  Add
      additional signature blocks as
needed.

                


        

         

      

    

     

    
      
        X-4

      

      
        Assignment Agreement

        
          

        

      

      
        
        

      

    

     

    Consented
to and Accepted:

    


     

    DEUTSCHE
BANK TRUST COMPANY

      AMERICAS,
as Administrative Agent

     

     

     

    By: __________________________________________

          
Title:

     

    


    
      By: __________________________________________

            
Title:

    

    


     

    [Consented
to:]12

     

     

    [NAME OF
RELEVANT PARTY]

     

    


    
      By: __________________________________________

            
Title:

    

    


    
      


    
      
        	
                12

              	
                To
      be added only if the consent of Holdings and/or other parties is required
      by the terms of the Credit Agreement.  Add additional signature
      blocks as needed.

              


      

       

      
        
          X-5

        

        
          Assignment Agreement

          
            

          

        

        
          
          

        

      

    


    ANNEX
1

     

    STANDARD
TERMS AND CONDITIONS FOR

     

    ASSIGNMENT
AND ASSUMPTION

     

    1.           Representations and
Warranties.

     

    1.1           Assignor[s].  [The]
[Each] Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such]
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of Holdings, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance
by Holdings, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.

     

    1.2.           Assignee[s].  [The]
[Each] Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all the
requirements of an Eligible Assignee under the Credit Agreement (subject to such
consents, if any, as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of [the] [the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the person exercising
discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement (and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
subsection 6.1 thereof, as applicable), the Intercreditor Agreement and such
other documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase [the] [such] Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase [the] [such] Assigned Interest, and (vii) if it is a Foreign Lender,
attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the] [such] Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, [the] [any]
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender and (iii) it will
be bound by the provisions of the Intercreditor Agreement.

     

    
      
        X-ANNEX
1-1

      

      
        Assignment Agreement

        
          

        

      

      
        
        

      

    

    2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of [the] [each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the] [the relevant] Assignor for amounts
which have accrued to but excluding the Effective Date and to [the] [the
relevant] Assignee for amounts which have accrued from and after the Effective
Date.

     

    3.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW.

     

    
      
        X-ANNEX
1-2

      

      
        Assignment Agreement

        
          

        

      

      
        
        

      

    


    EXHIBIT
XI


     

    [FORM
OF] SOLVENCY CERTIFICATE

    _________
, 20 __

     

    This
SOLVENCY CERTIFICATE
(this “Certificate”) is
delivered in connection with that certain Holdings Credit Agreement dated as of
June [  ], 2007 (the “Credit Agreement”) by and
among TA Indigo Holding Corporation, a Delaware corporation (“Holdings”), the financial
institutions referred to therein as Lenders (“Lenders”), Deutsche Bank
Securities Inc. and Credit Suisse Securities (USA) LLC as Joint Lead Arrangers
and Joint Bookrunners and Deutsche Bank Trust Company Americas, as
Administrative Agent (“Administrative Agent”) and
Syndication Agent.  Capitalized terms used herein without definition
have the same meanings as in the Credit Agreement.

     

    This
Certificate is being delivered pursuant to subsection 4.1F of the Credit
Agreement.  The undersigned is the Chief Financial Officer of Holdings
and hereby further certifies as of the date hereof, in [his] [her] capacity as
an officer of Holdings, and not individually, as follows:

     

    1.           I
have responsibility for (a) the management of the financial affairs of
Holdings and the preparation of financial statements of Holdings, and (b)
reviewing the financial and other aspects of the transactions contemplated by
the Credit Agreement.

     

    2.           I
have carefully prepared and/or reviewed the contents of this Certificate and
have conferred with counsel for Holdings for the purpose of discussing the
meaning of any provisions hereof that I desired to have clarified.

     

    3.           In
preparation for the consummation of the transactions contemplated by the Credit
Agreement, I have prepared and/or reviewed a pro forma balance sheet as at
__________, 2007 and pro forma income projections and pro forma cash flow
projections for each fiscal year during the term of the Credit Agreement for
Holdings and its Subsidiaries on a consolidated basis, in each case after giving
effect to the consummation of the transactions contemplated by the Credit
Agreement and the Related Agreements, including the Merger Agreement and the
Certificate of Merger.  The pro forma balance sheet, pro forma income
projections and pro forma cash flow projections are based upon good faith
estimates and assumptions believed by Holdings to be reasonable at the time
made, it being recognized by the Administrative Agent and the Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results.

     

    4.           Based
upon the foregoing and upon the best of my knowledge after due diligence, I have
concluded as follows:

     

    a.           the
“fair saleable value” of the property of Holdings and its Subsidiaries on a
consolidated basis is both (A) greater than the total amount of liabilities
(including contingent liabilities) of Holdings and its Subsidiaries on a
consolidated basis, and (B) not less than the amount that will be required to
pay the probable liabilities on Holdings’ and its Subsidiaries’ then existing
debts as they become absolute and due considering all financing alternatives and
potential asset sales reasonably available to Holdings and its
Subsidiaries.

     

    
      
        XI-1

      

      
        Solvency Certificate

        
          

        

      

      
        
        

      

    

    b.           Holdings
and its Subsidiaries do not intend to incur, or believe (nor do they reasonably
believe) that they will incur, debts beyond their ability to pay such debts as
they become due.

     

    c.           Holdings
and its Subsidiaries do not have an unreasonably small amount of capital in
relation to their business or any contemplated or undertaken
transaction.

     

    In
computing the amount of such contingent liabilities as of the date hereof, such
liabilities have been computed at the amount that, in the light of all the facts
and circumstances existing as of the date hereof, represents the amount that can
reasonably be expected to become an actual or matured liability.

     

    I
understand that Administrative Agent and Lenders are relying on this Certificate
in extending credit to Holdings pursuant to the Credit Agreement.

     

    This
certificate is being executed and delivered by the undersigned in [his/her]
capacity as an officer of Holdings and no personal liability will attach to
[him/her] in connection with the execution and delivery of this
Certificate.

     

     

    
      
        XI-2

      

      
        Solvency Certificate

        
          

        

      

      
        
        

      

    


    The
undersigned has executed this Certificate, in [his] [her] capacity as an officer
of Holdings and not individually, as of the date first written
above.

    
       

      
        
          
            
              
                
                  
                    	 	
                            TA INDIGO HOLDING
      CORPORATION

                          	 
	 	 	 	 
	 	 	 	 
	
                            
                               
      

                            

                          	
                            By:
      

                          	 
      	      
                             
      

                          
	 	 	Name:	 
	 	 	Title:	 
	 	 	 


                  

                

              

            

          

        

      

    

     

     

     

    
      
        XI-3

      

      
        Solvency Certificate

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
XV

     

    [FORM
OF] ELECTION NOTICE

     

    DATED:  ____________

     

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

     

    PIK
Option:

     

    [  ]
a. 100% PIK Election

     

    [  ]
b.  Cash Election

     

    
      
        
        

      

      
        XV-1

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            
              
                
                  
                    	 	
                            TA INDIGO HOLDING
      CORPORATION

                          	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        XV-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
XVI

    


    [FORM
OF] PREFERRED STOCK CERTIFICATE OF DESIGNATIONS

    


    [To be
distributed separately]

     

     

    
      
        
        

      

      
        XVII-1