**Exhibit 10.43**

** **

**CREDIT AGREEMENT**

**dated as of May 5, 2006**

**among**

**OPTIONCARE, INC.,****as the Company,**

**CERTAINSUBSIDIARIES OF OPTION CARE, INC.,**

**THEVARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,****as Lenders,**

**and**

**LASALLEBANK NATIONAL ASSOCIATION,****as Administrative Agent**

 

** **

**LASALLE BANK NATIONAL ASSOCIATION, as Arranger**

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| SECTION 1 |   | DEFINITIONS.                                                                        |   | 1                                                               |
|----------------|--------|-------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------|
| 1.1            |   | Definitions                                                                         |   | 1                                                               |
| 1.2            |   | Other Interpretive  Provisions                                                      |   | 16                                                              |
|           |   |                                                                                |   |                                                            |
| SECTION 2 |   | COMMITMENTS  OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES. |   | 16                                                              |
| 2.1            |   | Commitments                                                                         |   | 16                                                              |
|           |   | 2.1.1                                                                               |   | Revolving Loan  Commitment                                      |   | 17 |
|           |   | 2.1.2                                                                               |   | Reserved                                                        |   | 17 |
|           |   | 2.1.3                                                                               |   | L/C  Commitment                                                 |   | 17 |
| 2.2            |   | Loan Procedures                                                                     |   | 17                                                              |
|           |   | 2.2.1                                                                               |   | Various Types of  Loans                                         |   | 18 |
|           |   | 2.2.2                                                                               |   | Borrowing  Procedures                                           |   | 17 |
|           |   | 2.2.3                                                                               |   | Conversion  and Continuation Procedures                         |   | 18 |
|           |   | 2.2.4                                                                               |   | Swing Line Facility                                             |   | 20 |
| 2.3            |   | Letter of  Credit Procedures                                                        |   | 21                                                              |
|           |   | 2.3.1                                                                               |   | L/C Applications                                                |   | 21 |
|           |   | 2.3.2                                                                               |   | Participations  in Letters of Credit                            |   | 21 |
|           |   | 2.3.3                                                                               |   | Reimbursement  Obligations                                      |   | 22 |
|           |   | 2.3.4                                                                               |   | Funding by  Lenders to Issuing Lender                           |   | 22 |
| 2.4            |   | Commitments  Several                                                                |   | 23                                                              |
| 2.5            |   | Certain  Conditions                                                                 |   | 23                                                              |
|           |   |                                                                                |   |                                                            |
| SECTION 3 |   | EVIDENCING OF  LOANS.                                                               |   | 23                                                              |
| 3.1            |   | Notes                                                                               |   | 23                                                              |
| 3.2            |   | Recordkeeping                                                                       |   | 23                                                              |
|           |   |                                                                                |   |                                                            |
| SECTION 4 |   | INTEREST.                                                                           |   | 24                                                              |
| 4.1            |   | Interest Rates                                                                      |   | 24                                                              |
| 4.2            |   | Interest Payment  Dates                                                             |   | 24                                                              |
| 4.3            |   | Setting and  Notice of LIBOR Rates                                                  |   | 24                                                              |
| 4.4            |   | Computation  of Interest                                                            |   | 24                                                              |
|           |   |                                                                                |   |                                                            |
| SECTION 5 |   | FEES.                                                                               |   | 25                                                              |
| 5.1            |   | Non-Use  Fee                                                                        |   | 25                                                              |
| 5.2            |   | Letter of Credit Fees                                                               |   | 25                                                              |
| 5.3            |   | Administrative  Agent’s Fees                                                   |   | 25                                                              |
|           |   |                                                                                |   |                                                            |
| SECTION 6 |   | REDUCTION  OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.                 |   | 25                                                              |
| 6.1            |   | Reduction  or Termination of the Revolving Commitment                               |   | 25                                                              |
|           |   | 6.1.1                                                                               |   | Voluntary  Reduction or Termination of the Revolving Commitment |   | 27 |
|           |   | 6.1.2                                                                               |   | Mandatory  Reductions of Revolving Commitment                   |   | 26 |
|           |   | 6.1.3                                                                               |   | All  Reductions of the Revolving Commitment                     |   | 26 |

i

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| 6.2            |   | Prepayments                                               |   | 26                     |
|----------------|--------|-----------------------------------------------------------|--------|------------------------|
|           |   | 6.2.1                                                     |   | Voluntary  Prepayments |   | 26 |
| 6.3            |   | Manner of  Prepayments                                    |   | 26                     |
|           |   | 6.3.1                                                     |   | All Prepayments        |   | 26 |
|           |   | 6.3.2                                                     |   | Reserved               |   | 26 |
| 6.4            |   | Repayments.                                               |   | 28                     |
|           |   | 6.4.1                                                     |   | Revolving Loans        |   | 28 |
|           |   | 6.4.2                                                     |   | Reserved               |   | 27 |
|           |   | 6.4.3                                                     |   | Reserved               |   | 27 |
|           |   |                                                      |   |                   |
| SECTION 7 |   | MAKING AND  PRORATION OF PAYMENTS; SETOFF; TAXES.         |   | 27                     |
| 7.1            |   | Making of Payments                                        |   | 27                     |
| 7.2            |   | Application  of Certain Payments                          |   | 27                     |
| 7.3            |   | Due Date Extension                                        |   | 27                     |
| 7.4            |   | Setoff                                                    |   | 27                     |
| 7.5            |   | Proration of  Payments                                    |   | 28                     |
| 7.6            |   | Taxes                                                     |   | 28                     |
|           |   |                                                      |   |                   |
| SECTION 8 |   | INCREASED  COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.     |   | 30                     |
| 8.1            |   | Increased Costs                                           |   | 30                     |
| 8.2            |   | Basis for  Determining Interest Rate Inadequate or Unfair |   | 31                     |
| 8.3            |   | Changes in  Law Rendering LIBOR Loans Unlawful            |   | 31                     |
| 8.4            |   | Funding  Losses                                           |   | 31                     |
| 8.5            |   | Right of  Lenders to Fund through Other Offices           |   | 32                     |
| 8.6            |   | Discretion  of Lenders as to Manner of Funding            |   | 33                     |
| 8.7            |   | Mitigation  of Circumstances; Replacement of Lenders      |   | 32                     |
| 8.8            |   | Conclusiveness  of Statements; Survival of Provisions     |   | 33                     |
|           |   |                                                      |   |                   |
| SECTION 9 |   | REPRESENTATIONS  AND WARRANTIES.                          |   | 34                     |
| 9.1            |   | Organization                                              |   | 33                     |
| 9.2            |   | Authorization;  No Conflict                               |   | 33                     |
| 9.3            |   | Validity and  Binding Nature                              |   | 33                     |
| 9.4            |   | Financial Condition                                       |   | 34                     |
| 9.5            |   | No Material  Adverse Change                               |   | 35                     |
| 9.6            |   | Litigation  and Contingent Liabilities                    |   | 35                     |
| 9.7            |   | Ownership of  Properties; Liens                           |   | 34                     |
| 9.8            |   | Equity  Ownership; Subsidiaries                           |   | 34                     |
| 9.9            |   | Pension  Plans                                            |   | 34                     |
| 9.10           |   | Investment Company  Act                                   |   | 35                     |
| 9.11           |   | Public  Utility Holding Company Act                       |   | 35                     |
| 9.12           |   | Regulation  U                                             |   | 35                     |
| 9.13           |   | Taxes                                                     |   | 35                     |
| 9.14           |   | Solvency,  etc                                            |   | 37                     |
| 9.15           |   | Environmental  Matters                                    |   | 36                     |
| 9.16           |   | Insurance                                                 |   | 36                     |
| 9.17           |   | Real Property                                             |   | 38                     |

ii

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| 9.18            |   | Information                                             |   | 37                                               |
|-----------------|--------|---------------------------------------------------------|--------|--------------------------------------------------|
| 9.19            |   | Intellectual  Property                                  |   | 37                                               |
| 9.20            |   | Burdensome  Obligations                                 |   | 37                                               |
| 9.21            |   | Labor  Matters                                          |   | 37                                               |
| 9.22            |   | No  Default                                             |   | 37                                               |
| 9.23            |   | Reserved                                                |   | 37                                               |
| 9.24            |   | Subordinated  Debt                                      |   | 38                                               |
|            |   |                                                    |   |                                             |
| SECTION 10 |   | AFFIRMATIVE  COVENANTS.                                 |   | 38                                               |
| 10.1            |   | Reports,  Certificates and Other Information            |   | 38                                               |
|            |   | 10.1.1                                                  |   | Annual Report                                    |   | 38 |
|            |   | 10.1.2                                                  |   | Interim Reports                                  |   | 38 |
|            |   | 10.1.3                                                  |   | Compliance  Certificates                         |   | 39 |
|            |   | 10.1.4                                                  |   | Reports to  the SEC and to Shareholders          |   | 39 |
|            |   | 10.1.5                                                  |   | Notice of  Default, Litigation and ERISA Matters |   | 39 |
|            |   | 10.1.6                                                  |   | Borrowing  Base Certificates                     |   | 40 |
|            |   | 10.1.7                                                  |   | Management Reports                               |   | 40 |
|            |   | 10.1.8                                                  |   | Projections                                      |   | 40 |
|            |   | 10.1.9                                                  |   | Subordinated  Debt Notices                       |   | 40 |
|            |   | 10.1.10                                                 |   | Other Information                                |   | 40 |
| 10.2            |   | Books,  Records and Inspections                         |   | 40                                               |
| 10.3            |   | Maintenance  of Property; Insurance                     |   | 41                                               |
| 10.4            |   | Compliance  with Laws; Payment of Taxes and Liabilities |   | 42                                               |
| 10.5            |   | Maintenance  of Existence, etc                          |   | 42                                               |
| 10.6            |   | Use of Proceeds                                         |   | 44                                               |
| 10.7            |   | Employee Benefit  Plans                                 |   | 43                                               |
| 10.8            |   | Environmental  Matters                                  |   | 43                                               |
| 10.9            |   | Further Assurances                                      |   | 43                                               |
| 10.10           |   | Deposit  Accounts                                       |   | 43                                               |
| 10.12           |   | Syndication                                             |   | 44                                               |
|            |   |                                                    |   |                                             |
| SECTION 11 |   | NEGATIVE COVENANTS                                      |   | 44                                               |
| 11.1            |   | Debt                                                    |   | 44                                               |
| 11.2            |   | Liens                                                   |   | 45                                               |
| 11.3            |   | Operating Leases                                        |   | 46                                               |
| 11.4            |   | Restricted Payments                                     |   | 46                                               |
| 11.5            |   | Mergers,  Consolidations, Sales                         |   | 46                                               |
| 11.6            |   | Modification  of Organizational Documents               |   | 48                                               |
| 11.7            |   | Transactions  with Affiliates                           |   | 48                                               |
| 11.8            |   | Unconditional  Purchase Obligations                     |   | 51                                               |
| 11.9            |   | Inconsistent  Agreements                                |   | 48                                               |
| 11.10           |   | Business  Activities; Issuance of Equity                |   | 48                                               |
| 11.11           |   | Investments                                             |   | 49                                               |
| 11.12           |   | Restriction  of Amendments to Certain Documents         |   | 49                                               |
| 11.13           |   | Fiscal  Year                                            |   | 50                                               |

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| 11.14           |   | Financial Covenants                         |   | 50                                           |
|-----------------|--------|---------------------------------------------|--------|----------------------------------------------|
|            |   | 11.14.1                                     |   | Tangible Net Worth                           |   | 50 |
|            |   | 11.14.2                                     |   | Reserved                                     |   | 52 |
|            |   | 11.14.3                                     |   | Interest  Coverage Ratio                     |   | 50 |
|            |   | 11.14.4                                     |   | Senior Debt  to EBITDA Ratio                 |   | 50 |
|            |   | 11.14.5                                     |   | Total Debt  to EBITDA Ratio                  |   | 50 |
|            |   | 11.14.6                                     |   | Capital  Expenditures                        |   | 50 |
| 11.15           |   | Cancellation of  Debt                       |   | 50                                           |
|            |   |                                        |   |                                         |
| SECTION 12 |   | EFFECTIVENESS;  CONDITIONS OF LENDING, ETC. |   | 50                                           |
| 12.1            |   | Initial  Credit Extension                   |   | 50                                           |
|            |   | 12.1.1                                      |   | Notes                                        |   | 51 |
|            |   | 12.1.2                                      |   | Authorization  Documents                     |   | 51 |
|            |   | 12.1.3                                      |   | Consents, etc                                |   | 51 |
|            |   | 12.1.4                                      |   | Letter of Direction                          |   | 51 |
|            |   | 12.1.5                                      |   | Guaranty and  Collateral Agreement           |   | 51 |
|            |   | 12.1.6                                      |   | Perfection  Certificate                      |   | 51 |
|            |   | 12.1.7                                      |   | Leased Property                              |   | 51 |
|            |   | 12.1.8                                      |   | Subordination  Agreements                    |   | 52 |
|            |   | 12.1.9                                      |   | Opinions of Counsel                          |   | 52 |
|            |   | 12.1.10                                     |   | Insurance                                    |   | 52 |
|            |   | 12.1.11                                     |   | Copies of  Documents                         |   | 52 |
|            |   | 12.1.12                                     |   | Payment of Fees                              |   | 52 |
|            |   | 12.1.15                                     |   | Environmental  Reports                       |   | 53 |
|            |   | 12.1.16                                     |   | Search  Results; Lien Terminations           |   | 53 |
|            |   | 12.1.17                                     |   | Filings,  Registrations and Recordings       |   | 53 |
|            |   | 12.1.18                                     |   | Borrowing  Base Certificate                  |   | 53 |
|            |   | 12.1.19                                     |   | Closing  Certificate, Consents and Permits   |   | 53 |
|            |   | 12.1.20                                     |   | Other                                        |   | 53 |
| 12.2            |   | Conditions                                  |   |                                         |
|            |   | 12.2.1                                      |   | Compliance  with Warranties, No Default, etc |   | 54 |
|            |   | 12.2.2                                      |   | Confirmatory  Certificate                    |   | 54 |
|            |   |                                        |   |                                         |
| SECTION 13 |   | EVENTS OF  DEFAULT AND THEIR EFFECT.        |   | 54                                           |
| 13.1            |   | Events of Default                           |   | 54                                           |
|            |   | 13.1.1                                      |   | Non-Payment  of the Loans, etc               |   | 54 |
|            |   | 13.1.2                                      |   | Non-Payment of  Other Debt                   |   | 54 |
|            |   | 13.1.3                                      |   | Other  Material Obligations                  |   | 55 |
|            |   | 13.1.4                                      |   | Bankruptcy,  Insolvency, etc                 |   | 55 |
|            |   | 13.1.5                                      |   | Non-Compliance  with Loan Documents          |   | 55 |
|            |   | 13.1.6                                      |   | Representations;  Warranties                 |   | 55 |
|            |   | 13.1.7                                      |   | Pension Plans                                |   | 55 |
|            |   | 13.1.8                                      |   | Judgments                                    |   | 56 |
|            |   | 13.1.9                                      |   | Invalidity  of Collateral Documents, etc     |   | 56 |
|            |   | 13.1.10                                     |   | Invalidity  of Subordination Provisions, etc |   | 56 |

iv

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|                 |   | 13.1.11                                             |   | Change of Control        |   | 56 |
|-----------------|--------|-----------------------------------------------------|--------|--------------------------|--------|----|
|            |   | 13.1.12                                             |   | Material  Adverse Effect |   | 56 |
| 13.2            |   | Effect of Event  of Default                         |   | 56                       |
|            |   |                                                |   |                     |
| SECTION 14 |   | THE  AGENT.                                         |   | 57                       |
| 14.1            |   | Appointment  and Authorization                      |   | 57                       |
| 14.2            |   | Issuing Lender                                      |   | 57                       |
| 14.3            |   | Delegation of Duties                                |   | 57                       |
| 14.4            |   | Exculpation  of Administrative Agent                |   | 57                       |
| 14.5            |   | Reliance by  Administrative Agent                   |   | 58                       |
| 14.6            |   | Notice of Default                                   |   | 58                       |
| 14.7            |   | Credit Decision                                     |   | 59                       |
| 14.8            |   | Indemnification                                     |   | 59                       |
| 14.9            |   | Administrative  Agent in Individual Capacity        |   | 60                       |
| 14.10           |   | Successor  Administrative Agent                     |   | 60                       |
| 14.11           |   | Collateral Matters                                  |   | 60                       |
| 14.12           |   | Administrative  Agent May File Proofs of Claim |   | 61                       |
| 14.13           |   | Other  Agents; Arrangers and Managers               |   | 61                       |
|            |   |                                                |   |                     |
| SECTION 15 |   | GENERAL.                                            |   | 62                       |
| 15.1            |   | Waiver; Amendments                                  |   | 62                       |
| 15.2            |   | Confirmations                                       |   | 62                       |
| 15.3            |   | Notices                                             |   | 62                       |
| 15.4            |   | Computations                                        |   | 63                       |
| 15.5            |   | Costs, Expenses  and Taxes                          |   | 63                       |
| 15.6            |   | Assignments;  Participations                        |   | 63                       |
|            |   | 15.6.1                                              |   | Assignments              |   | 64 |
|            |   | 15.6.2                                              |   | Participations           |   | 65 |
| 15.7            |   | Register                                            |   | 65                       |
| 15.8            |   | GOVERNING  LAW                                      |   | 65                       |
| 15.9            |   | Confidentiality                                     |   | 65                       |
| 15.10           |   | Severability                                        |   | 68                       |
| 15.11           |   | Nature of Remedies                                  |   | 66                       |
| 15.12           |   | Entire Agreement                                    |   | 66                       |
| 15.13           |   | Counterparts                                        |   | 67                       |
| 15.14           |   | Successors and  Assigns                             |   | 67                       |
| 15.15           |   | Captions                                            |   | 67                       |
| 15.16           |   | Patriot Act  Notice                                 |   | 78                       |
| 15.17           |   | INDEMNIFICATION  BY THE COMPANY                     |   | 79                       |
| 15.18           |   | Nonliability of  Lenders                            |   | 80                       |
| 15.19           |   | FORUM  SELECTION AND CONSENT TO JURISDICTION        |   | 80                       |
| 15.20           |   | WAIVER OF JURY TRIAL                                |   | 69                       |

 

v

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| ANNEXES                  |
|--------------------------|
|                     |
| ANNEX A                  |   | Lenders and Pro  Rata Shares |
| ANNEX B                  |   | Addresses for  Notices |
|                     |   |   |
| SCHEDULES                |
|                     |
| SCHEDULE OF SUBSIDIARIES |
| SCHEDULE 9.6             |   | Litigation and Contingent Liabilities |
| SCHEDULE 9.8             |   | Securities |
| SCHEDULE 9.16            |   | Insurance |
| SCHEDULE 9.17            |   | Real Property |
| SCHEDULE 9.21            |   | Labor Matters |
| SCHEDULE 11.1            |   | Existing Debt |
| SCHEDULE 11.2            |   | Existing Liens |
| SCHEDULE 11.11           |   | Investments |
| SCHEDULE 12.1            |   | Debt to be Repaid |
| SCHEDULE 12.1.7(a)       |   | Leased Real Property — Landlord Waiver Delivered at  Close |
| SCHEDULE 12.1.7(b)       |   | Leased Real Property — Landlord Waiver Delivered  Post-Close |
|                     |   |   |
| EXHIBITS                 |
|                     |
| EXHIBIT  A               |   | Form of  Note (Section 3.1) |
| EXHIBIT B                |   | Form of  Compliance Certificate (Section 10.1.3) |
| EXHIBIT  C               |   | Reserved |
| EXHIBIT D                |   | Form of  Assignment Agreement (Section 15.6.1) |
| EXHIBIT E                |   | Form of  Notice of Borrowing (Section 2.2.2) |
| EXHIBIT F                |   | Form of  Notice of Conversion/Continuation (Section 2.2.3) |

 

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**CREDIT AGREEMENT**

THIS CREDIT AGREEMENT dated as of****May 5, 2006 (this “Agreement”)is entered into among OPTION CARE, INC., a Delaware corporation****(the “Company”), certainSubsidiaries of the Company identified on the Schedule of Subsidiariesattached hereto, the financial institutions that are or may from time to timebecome parties hereto (together with their respective successors and assigns,the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individualcapacity, “LaSalle”), as administrative agent for the Lenders.

The Lenders have agreed to make available to the LoanParties a revolving credit facility (which includes letters of credit) upon theterms and conditions set forth herein.

In consideration of the mutual agreements hereincontained, the parties hereto agree as follows:

# SECTION 1            DEFINITIONS.

## 1.1           Definitions.   Whenused herein the following terms shall have the following meanings:

Account Debtor is defined in theGuaranty and Collateral Agreement.

Account or Accounts is defined inthe UCC.

Acquisition means any transaction orseries of related transactions for the purpose of or resulting, directly orindirectly, in (a) the acquisition of all or substantially all of theassets of a Person, or of all or substantially all of any business or divisionof a Person, (b) the acquisition of in excess of 50% of the CapitalSecurities of any Person, or otherwise causing any Person to become aSubsidiary, or (c) a merger or consolidation or any other combination withanother Person (other than a Person that is already a Subsidiary).

Administrative Agent means LaSallein its capacity as administrative agent for the Lenders hereunder and anysuccessor thereto in such capacity.

Affected Loan - see Section 8.3.

Affiliate of any Person means (a) anyother Person which, directly or indirectly, controls or is controlled by or isunder common control with such Person, (b) any officer or director of suchPerson and (c) with respect to any Lender, any entity administered ormanaged by such Lender or an Affiliate or investment advisor thereof and whichis engaged in making, purchasing, holding or otherwise investing in commercialloans. A Person shall be deemed to be “controlled by” any other Person if suchPerson possesses, directly or indirectly, power to vote 5% or more of thesecurities (on a fully diluted basis) having ordinary voting power for theelection of directors or managers or power to direct or cause the direction ofthe management and 

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policies of such Personwhether by contract or otherwise. Unless expressly stated otherwise herein,neither the Administrative Agent nor any Lender shall be deemed an Affiliate ofany Loan Party.

Agent Fee Letter means the Feeletter dated as of **[****         ]**between the Company and the Administrative Agent.

Agreement - see the Preamble.

Applicable Marginmeans, for any day, the rate per annum set forth below opposite the level (the “Level”)then in effect, it being understood that the Applicable Margin for (i) LIBORLoans shall be the percentage set forth under the column “LIBOR Margin”, (ii) BaseRate Loans shall be the percentage set forth under the column “Base Rate Margin”,(iii) the Non-Use Fee Rate shall be the percentage set forth under thecolumn “Non-Use Fee Rate” and (iv) the L/C Fee shall be the percentage setforth under the column “L/C Fee Rate”:
| **Level** | ** ** | **Total Debt  to EBITDA Ratio**                    | ** ** | **LIBOR  Margin** | ** ** | **Base Rate  Margin** | ** ** | **Non-Use  Fee Rate** | ** ** | **L/C Fee  Rate** | ** ** |
|-----------|------------|-------------------------------------------------------------------|------------|-------------------|------------|----------------------------|------------|----------------------------|------------|------------------------|------------|
| I         |       | Greater than or  equal to 3.00 to 1.00                            |       | 1.75              | %          | 0.25                       | %          | 0.225                      | %          | 1.75                   | %          |
| II        |       | Greater than or  equal to 2.00 to 1.00 but less than 3.00 to 1.00 |       | 1.25              | %          | 0.00                       | %          | 0.175                      | %          | 1.25                   | %          |
| III       |       | Less than 2.00 to 1.00                                            |       | 1.00              | %          | 0.00                       | %          | 0.150                      | %          | 1.00                   | %          |

 

The LIBOR Margin, the Base Rate Margin, the Non-UseFee Rate and the L/C Fee Rate shall be adjusted, to the extent applicable, onthe fifth (5th) Business Day after the Company provides or is required toprovide the annual and quarterly financial statements and other informationpursuant to Sections 10.1.1 or 10.1.2, as applicable, and therelated Compliance Certificate, pursuant to Section 10.1.3. Notwithstandinganything contained in this paragraph to the contrary, (a) if the Companyfails to deliver the financial statements and Compliance Certificate inaccordance with the provisions of Sections 10.1.1, 10.1.2 and 10.1.3,the LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C FeeRate shall be based upon Level I above beginning on the date such financialstatements and Compliance Certificate were required to be delivered until thefifth (5th) Business Day after such financial statements and ComplianceCertificate are actually delivered, whereupon the Applicable Margin shall bedetermined by the then current Level; (b)  no reduction to any ApplicableMargin shall become effective at any time when an Event of Default or UnmaturedEvent of Default has occurred and is continuing; and (c) the initial ApplicableMargin on the Closing Date shall be based on Level II until the date on whichthe financial statements and Compliance Certificate are required to bedelivered for the Fiscal Quarter ending March 31, 2006.

Asset Disposition means the sale,lease, assignment or other transfer for value (each, a “Disposition”) byany Loan Party to any Person (other than a Loan Party) of any asset or right of

2

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such Loan Party(including, the loss, destruction or damage of any thereof or any actual orthreatened (in writing to any Loan Party) condemnation, confiscation,requisition, seizure or taking thereof) other than (a) the Disposition ofany asset which is to be replaced, and is in fact replaced, within 30 days withanother asset performing the same or a similar function, (b) the sale orlease of inventory in the ordinary course of business and (c) other Dispositions in any Fiscal Year the net proceeds ofwhich do not in the aggregate exceed $5,000,000.

Assignee - see Section 15.6.1.

Assignment Agreement - see Section 15.6.1.

Attorney Costs means, with respectto any Person, all reasonable fees and charges of any counsel to such Person,the reasonable allocable cost of internal legal services of such Person, allreasonable disbursements of such internal counsel and all court costs andsimilar legal expenses.

Bank Product Agreements means thosecertain cash management service agreements entered into from time to timebetween any Loan Party and a Lender or its Affiliates in connection with any ofthe Bank Products.

Bank Product Obligations means allobligations, liabilities, contingent reimbursement obligations, fees, andexpenses owing by the Loan Parties to any Lender or its Affiliates pursuant toor evidenced by the Bank Product Agreements and irrespective of whether for thepayment of money, whether direct or indirect, absolute or contingent, due or tobecome due, now existing or hereafter arising, and including all such amountsthat a Loan Party is obligated to reimburse to the Administrative Agent or anyLender as a result of the Administrative Agent or such Lender purchasingparticipations or executing indemnities or reimbursement obligations withrespect to the Bank Products provided to the Loan Parties pursuant to the BankProduct Agreements.

Bank Products means any service orfacility extended to any Loan Party by any Lender or its Affiliatesincluding:  (a) credit cards, (b) creditcard processing services, (c) debit cards, (d) purchase cards, (e) ACHtransactions, (f) cash management, including controlled disbursement,accounts or services, or (g) Hedging Agreements.

Base Rate means at any time thegreater of (a) the Federal Funds Rate plus 0.5% per annum and (b) thePrime Rate.

Base Rate Loan means any Loan whichbears interest at or by reference to the Base Rate.

Base Rate Margin - see thedefinition of Applicable Margin.

BSA - see Section 10.4.

Business Day means any day on whichLaSalle is open for commercial banking business in Chicago, Illinois and, inthe case of a Business Day which relates to a LIBOR Loan, on which dealings arecarried on in the London interbank eurodollar market.

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Capital Expenditures means allexpenditures which, in accordance with GAAP, would be required to becapitalized and shown on the consolidated balance sheet of the Company, includingexpenditures in respect of Capital Leases, but excluding expenditures made inconnection with the replacement, substitution or restoration of assets to theextent financed (a) from insurance proceeds (or other similar recoveries)paid on account of the loss of or damage to the assets being replaced orrestored or (b) with awards of compensation arising from the taking byeminent domain or condemnation of the assets being replaced.

Capital Lease means, with respect toany Person, any lease of (or other agreement conveying the right to use) anyreal or personal property by such Person that, in conformity with GAAP, isaccounted for as a capital lease on the balance sheet of such Person.

Capital Securities means, withrespect to any Person, all shares, interests, participations or otherequivalents (however designated, whether voting or non-voting) of such Person’scapital, whether now outstanding or issued or acquired after the Closing Date,including common shares, preferred shares, membership interests in a limitedliability company, limited or general partnership interests in a partnership,interests in a trust, interests in other unincorporated organizations or anyother equivalent of such ownership interest.

Cash Collateralize means to delivercash collateral to the Administrative Agent, to be held as cash collateral foroutstanding Letters of Credit, pursuant to documentation satisfactory to theAdministrative Agent. Derivatives of such term have corresponding meanings.

Cash Equivalent Investment means, atany time, (a) any evidence of Debt, maturing not more than one year aftersuch time, issued or guaranteed by the United States Government or any agencythereof, (b) commercial paper, maturing not more than one year from thedate of issue, or corporate demand notes, in each case (unless issued by aLender or its holding company) rated at least A-l by Standard & Poor’sRatings Services, a division of The McGraw-Hill Companies, Inc. or P-l byMoody’s Investors Service, Inc., (c) any certificate of deposit, timedeposit or banker’s acceptance, maturing not more than one year after suchtime, or any overnight Federal Funds transaction that is issued or sold by anyLender or its holding company (or by a commercial banking institution that is amember of the Federal Reserve System and has a combined capital and surplus andundivided profits of not less than $500,000,000), (d) any repurchaseagreement entered into with any Lender (or commercial banking institution ofthe nature referred to in clause (c)) which (i) is secured by afully perfected security interest in any obligation of the type described inany of clauses (a) through (c) above and (ii) hasa market value at the time such repurchase agreement is entered into of notless than 100% of the repurchase obligation of such Lender (or other commercialbanking institution) thereunder and (e) money market accounts or mutualfunds which invest exclusively in assets satisfying the foregoing requirements,and (f) other short term liquid investments approved in writing by theAdministrative Agent.

Change of Control means theoccurrence of any of the following events: (a) any Person or group ofPersons (within the meaning of Section 13 or 14 of the Securities ExchangeAct of 1934, but excluding any John N. Kapoor) shall acquire beneficialownership (within the meaning 

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of Rule 13d-3promulgated under such Act) of more than 20% of the outstanding securities (ona fully diluted basis and taking into account any securities or contract rightsexercisable, exchangeable or convertible into equity securities) of the Companyhaving voting rights in the election of directors under normal circumstances; (b) theCompany or its Wholly-Owned Subsidiary shall cease to, directly or indirectly,own and control that percentage of each class of the outstanding CapitalSecurities of each Subsidiary that it owns and controls as of the date of thisAgreement; or (c) a period of 180 consecutive days shall have elapsedduring which any three of the four executive officers of the Company as of thedate hereof shall have ceased to hold executive offices with the Company atleast equal in seniority and responsibility to such individuals’ presentoffices, excluding any such individual who has been replaced by anotherindividual or individuals reasonably satisfactory to the Required Lenders.

Closing Date - see Section 12.1.

Code means the Internal Revenue Codeof 1986.

Collateral as defined in theGuaranty and Collateral Agreement of even date herewith executed by the LoanParties.

Collateral Access Agreement means anagreement in form and substance reasonably satisfactory to the AdministrativeAgent pursuant to which a mortgagee or lessor of real property on whichcollateral is stored or otherwise located, or a warehouseman, processor orother bailee of Inventory or other property owned by any Loan Party,acknowledges the Liens of the Administrative Agent and waives any Liens held bysuch Person on such property, and, in the case of any such agreement with amortgagee or lessor, permits the Administrative Agent reasonable access to anduse of such real property following the occurrence and during the continuanceof an Event of Default to assemble, complete and sell any Collateral stored orotherwise located thereon.

Collateral Documents means, collectively,the Guaranty and Collateral Agreement, each Mortgage, each Collateral AccessAgreement, each Perfection Certificate, each control agreement and any otheragreement or instrument pursuant to which the Company, any Subsidiary or anyother Person grants or purports to grant collateral to the Administrative Agentfor the benefit of the Lenders or otherwise relates to such collateral.

Commitment means, as to any Lender,such Lender’s commitment to make Loans, and to issue or participate in Lettersof Credit, under this Agreement. The initial amount of each Lender’s commitmentto make Loans is set forth on Annex A.

Company - see the Preamble.

Compliance Certificate means aCompliance Certificate in substantially the form of Exhibit B.

Computation Period means each periodof four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.

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Consolidated Net Income means, withrespect to the Loan Parties for any period, the net income (or loss) of theLoan Parties for such period, excluding any gains or non-cash lossesfrom Asset Dispositions, any extraordinary gains or losses and any gains orlosses from discontinued operations.

Contingent Liability means, withrespect to any Person, each obligation and liability of such Person and allsuch obligations and liabilities of such Person incurred pursuant to anyagreement, undertaking or arrangement by which such Person:  (a) guarantees, endorses or otherwisebecomes or is contingently liable upon (by direct or indirect agreement,contingent or otherwise, to provide funds for payment, to supply funds to, orotherwise to invest in, a debtor, or otherwise to assure a creditor againstloss) the indebtedness, dividend, obligation or other liability of any otherPerson in any manner (other than by endorsement of instruments in the course ofcollection), including any indebtedness, dividend or other obligation which maybe issued or incurred at some future time; (b) guarantees the payment ofdividends or other distributions upon the Capital Securities of any otherPerson; (c) undertakes or agrees (whether contingently or otherwise):  (i) to purchase, repurchase, orotherwise acquire any indebtedness, obligation or liability of any other Personor any property or assets constituting security therefor, (ii) to advanceor provide funds for the payment or discharge of any indebtedness, obligationor liability of any other Person (whether in the form of loans, advances, stockpurchases, capital contributions or otherwise), or to maintain solvency,assets, level of income, working capital or other financial condition of anyother Person, or (iii) to make payment to any other Person other than forvalue received; (d) agrees to lease property or to purchase securities,property or services from such other Person with the purpose or intent ofassuring the owner of such indebtedness or obligation of the ability of suchother Person to make payment of the indebtedness or obligation; (e) toinduce the issuance of, or in connection with the issuance of, any letter ofcredit for the benefit of such other Person; or (f) undertakes or agreesotherwise to assure a creditor against loss. The amount of any ContingentLiability shall (subject to any limitation set forth herein) be deemed to bethe outstanding principal amount (or maximum permitted principal amount, iflarger) of the indebtedness, obligation or other liability guaranteed orsupported thereby.

Controlled Group means all membersof a controlled group of corporations, all members of a controlled group oftrades or businesses (whether or not incorporated) under common control and allmembers of an affiliated service group which, together with the Company or anyof its Subsidiaries, are treated as a single employer under Section 414 ofthe Code or Section 4001 of ERISA.

Debt of any Person means, withoutduplication, (a) all indebtedness of such Person for borrowed money,whether or not evidenced by bonds, debentures, notes or similar instruments, (b) allobligations of such Person as lessee under Capital Leases which have been orshould be recorded as liabilities on a balance sheet of such Person inaccordance with GAAP, (c) all obligations of such Person to pay thedeferred purchase price of property or services (excluding trade accountspayable in the ordinary course of business) which have been or should berecorded as liabilities on a balance sheet of such Person in accordance withGAAP, (d) all indebtedness secured by a Lien on the property of suchPerson, whether or not such indebtedness shall have been assumed by such Person,(e) all obligations, contingent or otherwise, with 

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respect to the faceamount of all letters of credit (whether or not drawn) and banker’s acceptancesissued for the account of such Person (including the Letters of Credit), (f) allHedging Obligations of such Person, (g) all suretyship liabilities of suchPerson and (h) all Debt of any partnership of which such Person is ageneral partner.

Debt to be Repaid means Debt listedon Schedule 12.1.

Designated Proceeds - see Section 6.2.2(a).

Dollar and the sign “$” meanlawful money of the United States of America.

EBITDA means, for any period,Consolidated Net Income for such period plus, to the extent deducted indetermining such Consolidated Net Income, Interest Expense, income tax expense,depreciation and amortization for such period.

Environmental Claims means allclaims, however asserted, by any governmental, regulatory or judicial authorityor other Person alleging potential liability or responsibility for violation ofany Environmental Law, or for release or injury to the environment.

Environmental Laws means all presentor future federal, state or local laws, statutes, common law duties, rules,regulations, ordinances and codes, together with all administrative or judicialorders, consent agreements, directed duties, requests, licenses, authorizationsand permits of, and agreements with, any governmental authority, in each caserelating to any matter arising out of or relating to public health and safety,or pollution or protection of the environment or workplace, including any ofthe foregoing relating to the presence, use, production, generation, handling,transport, treatment, storage, disposal, distribution, discharge, emission,release, threatened release, control or cleanup of any Hazardous Substance.

ERISA means the Employee RetirementIncome Security Act of 1974.

Event of Default means any of theevents described in Section 13.1.

Excluded Taxes means taxes basedupon, or measured by, the Lender’s or Administrative Agent’s (or a branch ofthe Lender’s or Administrative Agent’s) overall net income, overall netreceipts, or overall net profits (including franchise taxes imposed in lieu ofsuch taxes), but only to the extent such taxes are imposed by a taxingauthority (a) in a jurisdiction in which such Lender or AdministrativeAgent is organized, (b) in a jurisdiction which the Lender’s orAdministrative Agent’s principal office is located, or (c) in ajurisdiction in which such Lender’s or Administrative Agent’s lending office(or branch) in respect of which payments under this Agreement are made islocated.

Federal Funds Rate means, for anyday, a fluctuating interest rate equal for each day during such period to theweighted average of the rates on overnight Federal funds transactions withmembers of the Federal Reserve System arranged by Federal funds brokers, aspublished for such day (or, if such day is not a Business Day, for the nextpreceding Business Day) by the Federal Reserve Bank of New York, or, if suchrate is not so published for any day which is a 

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Business Day, the averageof the quotations for such day on such transactions received by theAdministrative Agent from three Federal funds brokers of recognized standingselected by the Administrative Agent. The Administrative Agent’s determinationof such rate shall be binding and conclusive absent manifest error.

Fiscal Quarter means a fiscalquarter of a Fiscal Year.

Fiscal Year means the fiscal year ofthe Loan Parties, which period shall be the 12-month period ending on December 31stof each year. References to a Fiscal Year with a number corresponding to anycalendar year (e.g., “Fiscal Year 2003”) refer to the Fiscal Year endingon December 31st****of suchcalendar year.

FRB means the Board of Governors ofthe Federal Reserve System or any successor thereto.

GAAP means generally acceptedaccounting principles set forth from time to time in the opinions andpronouncements of the Accounting Principles Board and the American Institute ofCertified Public Accountants and statements and pronouncements of the FinancialAccounting Standards Board (or agencies with similar functions of comparablestature and authority within the U.S. accounting profession) and the Securitiesand Exchange Commission, which are applicable to the circumstances as of thedate of determination.

Group - see Section 2.2.1.

Guaranty and Collateral Agreementmeans the Guaranty and Collateral Agreement dated as of the date hereofexecuted and delivered by the Loan Parties, together with any joinders theretoand any other guaranty and collateral agreement executed by a Loan Party, ineach case in form and substance satisfactory to the Administrative Agent.

Hazardous Substances means (a) anypetroleum or petroleum products, radioactive materials, asbestos in any formthat is or could become friable, urea formaldehyde foam insulation, dielectricfluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) anychemicals, materials, pollutant or substances defined as or included in thedefinition of “hazardous substances”, “hazardous waste”, “hazardous materials”,“extremely hazardous substances”, “restricted hazardous waste”, “toxicsubstances”, “toxic pollutants”, “contaminants”, “pollutants” or words ofsimilar import, under any applicable Environmental Law; and (c) any otherchemical, material or substance, the exposure to, or release of which isprohibited, limited or regulated by any governmental authority or for which anyduty or standard of care is imposed pursuant to, any Environmental Law.

Health Care Laws means any and allfederal, state and local laws and regulations governing the licensure,certification, good standing, accreditation and approval of the provision ofhealth care goods and services provided by any Loan Party or any Subsidiary,including but not limited to laws and regulations relating to licensure oroperation, certificates of need, certificates of operations, insurance, fraudand abuse, kickbacks, false claims, physician self-referral arrangements,Medicaid, Medicare, the Civilian Health and Medical Program of the 

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Uniformed Services, theCivilian Health and Medical Program of Veterans Affairs, the federal Food, Drug &Cosmetic Act, and the rules and regulations promulgated by the Food andDrug Administration and the Health Care Financing Administration.

Hedging Agreement means any interestrate, currency or commodity swap agreement, cap agreement or collar agreement,and any other agreement or arrangement designed to protect a Person againstfluctuations in interest rates, currency exchange rates or commodity prices.

Hedging Obligation means, withrespect to any Person, any liability of such Person under any HedgingAgreement.

Indemnified Liabilities - see Section 15.17.

Interest Coverage Ratio means, forany Computation Period, the ratio of (a) EBITDA for such ComputationPeriod to (b) Interest Expense for such Computation Period.

Interest Expense means for anyperiod the consolidated interest expense of the Loan Parties for such period(including all imputed interest on Capital Leases).

Interest Period means, as to anyLIBOR Loan, the period commencing on the date such Loan is borrowed orcontinued as, or converted into, a LIBOR Loan and ending on the date one, two,three or six months thereafter as selected by the Company pursuant to Section 2.2.2or 2.2.3, as the case may be; provided that:

(a)           if any Interest Period would otherwise end on a day thatis not a Business Day, such Interest Period shall be extended to the followingBusiness Day unless the result of such extension would be to carry suchInterest Period into another calendar month, in which event such InterestPeriod shall end on the preceding Business Day;

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

(c)           the Company may not select any Interest Period for aRevolving  Loan which would extend beyondthe scheduled Termination Date.

Inventory is defined in the Guarantyand Collateral Agreement.

Investment means, with respect toany Person, any investment in another Person, whether by acquisition of anydebt or Capital Security, by making any loan or advance, by becoming obligatedwith respect to a Contingent Liability in respect of obligations of such otherPerson (other than travel and similar advances to employees in the ordinarycourse of business) or by making an Acquisition.

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Issuing Lender means LaSalle, in itscapacity as the issuer of Letters of Credit hereunder, or any Affiliate ofLaSalle that may from time to time issue Letters of Credit, and theirsuccessors and assigns in such capacity.

LaSalle - see the Preamble.

L/C Application means, with respectto any request for the issuance of a Letter of Credit, a letter of creditapplication in the form being used by the Issuing Lender at the time of suchrequest for the type of letter of credit requested.

L/C Fee Rate - see the definition ofApplicable Margin.

Lender - see the Preamble. Referencesto the “Lenders” shall include the Issuing Lender; for purposes ofclarification only, to the extent that LaSalle (or any successor IssuingLender) may have any rights or obligations in addition to those of the otherLenders due to its status as Issuing Lender, its status as such will bespecifically referenced. In addition to the foregoing, for the purpose ofidentifying the Persons entitled to share in the Collateral and the proceedsthereof under, and in accordance with the provisions of, this Agreement and theCollateral Documents, the term “Lender” shall include Affiliates of a Lenderproviding a Bank Product.

Lender Party - see Section 15.17.

Letter of Credit - see Section 2.1.2.

LIBOR Loan means any Loan whichbears interest at a rate determined by reference to the LIBOR Rate.

LIBOR Margin - see the definition ofApplicable Margin.

LIBOR Office means with respect toany Lender the office or offices of such Lender which shall be making ormaintaining the LIBOR Loans of such Lender hereunder. A LIBOR Office of anyLender may be, at the option of such Lender, either a domestic or foreignoffice.

LIBOR Rate means a rate of interestequal to (a) the per annum rate of interest at which United States dollardeposits in an amount comparable to the amount of the relevant LIBOR Loan andfor a period equal to the relevant Interest Period are offered in the LondonInterbank Eurodollar market at 11:00 A.M. (London time) two (2) BusinessDays prior to the commencement of such Interest Period (or three (3) BusinessDays prior to the commencement of such Interest Period if banks in London,England were not open and dealing in offshore United States dollars on suchsecond preceding Business Day), as displayed in the *Bloomberg Financial Markets* system (or other authoritativesource selected by the Administrative Agent in its sole discretion) or, if the *Bloomberg Financial Markets* system oranother authoritative source is not available, as the LIBOR Rate is otherwisedetermined by the Administrative Agent in its sole and absolute discretion,divided by (b) a number determined by subtracting from 1.00 the thenstated maximum reserve percentage for determining reserves to be maintained bymember banks of the Federal Reserve System for Eurocurrency funding or liabilitiesas defined in 

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Regulation D (or anysuccessor category of liabilities under Regulation D), such rate to remainfixed for such Interest Period. The Administrative Agent’s determination of theLIBOR Rate shall be conclusive, absent manifest error.

Lien means, with respect to anyPerson, any interest granted by such Person in any real or personal property,asset or other right owned or being purchased or acquired by such Person(including an interest in respect of a Capital Lease) which secures payment orperformance of any obligation and shall include any mortgage, lien,encumbrance, title retention lien, charge or other security interest of anykind, whether arising by contract, as a matter of law, by judicial process orotherwise.

Loan Documents means this Agreement,the Notes, the Letters of Credit, the L/C Applications, the Agent Fee Letter,the Collateral Documents, the Subordination Agreements and all documents,instruments and agreements delivered in connection with the foregoing.

Loan Party means the Company andeach Subsidiary other than Option Care Enterprises, Inc., a Pennsylvaniacorporation.

Loan or Loans means, as the contextmay require, Revolving Loans and/or Swing Line Loans.

Mandatory Prepayment Event - see Section 6.2.2.

Margin Stock means any “margin stock”as defined in Regulation U.

Material Adverse Effect means (a) amaterial adverse change in, or a material adverse effect upon, the financialcondition, operations, assets, business or properties of the Loan Parties takenas a whole, (b) a material impairment of the ability of the Loan Partiestaken as a whole to perform any of the Obligations under any Loan Document or (c) amaterial adverse effect upon any substantial portion of the collateral underthe Collateral Documents or upon the legality, validity, binding effect orenforceability against any Loan Party of any Loan Document.

Mortgage means a mortgage, deed oftrust, leasehold mortgage or similar instrument granting the AdministrativeAgent a Lien on real property of any Loan Party.

Multiemployer Pension Plan means amultiemployer plan, as defined in Section 4001(a)(3) of ERISA, towhich the Company or any other member of the Controlled Group may have anyliability.

Net Worth means, as of any date, thesum of the capital stock and additional paid-in capital plus retained earnings(or minus accumulated deficit) calculated in conformity with GAAP.

Non-U.S. Participant - see Section 7.6(d).

Non-Use Fee Rate - see thedefinition of Applicable Margin.

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Note means a promissory notesubstantially in the form of Exhibit A.

Notice of Borrowing - see Section 2.2.2.

Notice of Conversion/Continuation -see Section 2.2.3.

Obligations means all obligations(monetary (including post-petition interest, allowed or not) or otherwise) ofany Loan Party under this Agreement and any other Loan Document includingAttorney Costs and any reimbursement obligations of each Loan Party in respectof Letters of Credit and surety bonds, all Hedging Obligations permittedhereunder which are owed to any Lender or its Affiliate****or Administrative Agent, and all BankProducts Obligations, all in each case howsoever created, arising or evidenced,whether direct or indirect, absolute or contingent, now or hereafter existing,or due or to become due.

OFAC - see Section 10.4.

Operating Lease means any lease of(or other agreement conveying the right to use) any real or personal propertyby any Loan Party, as lessee, other than any Capital Lease.

PBGC means the Pension BenefitGuaranty Corporation and any entity succeeding to any or all of its functionsunder ERISA.

Participant - see Section 15.6.2.

Pension Plan means a “pension plan”,as such term is defined in Section 3(2) of ERISA, which is subject toTitle IV of ERISA or the minimum funding standards of ERISA (other than aMultiemployer Pension Plan), and as to which the Company or any member of theControlled Group may have any liability, including any liability by reason ofhaving been a substantial employer within the meaning of Section 4063 ofERISA at any time during the preceding five years, or by reason of being deemedto be a contributing sponsor under Section 4069 of ERISA.

Perfection Certificate means aperfection certificate executed and delivered to the Administrative Agent by aLoan Party.

Permitted Lien means a Lienexpressly permitted hereunder pursuant to Section 11.2.

Person means any natural person,corporation, partnership, trust, limited liability company, association,governmental authority or unit, or any other entity, whether acting in anindividual, fiduciary or other capacity.

Prime Rate means, for any day, therate of interest in effect for such day as publicly announced from time to timeby the Administrative Agent as its prime rate (whether or not such rate is actuallycharged by the Administrative Agent), which is not intended to be theAdministrative Agent’s lowest or most favorable rate of interest at any onetime. Any change in the Prime Rate announced by the Administrative Agent shalltake effect at the opening of 

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business on the dayspecified in the public announcement of such change; provided that theAdministrative Agent shall not be obligated to give notice of any change in thePrime Rate.

Pro Rata Share means, with respectto a Lender’s obligation to make Revolving Loans, participate in Letters ofCredit, reimburse the Issuing Lender, and receive payments of principal,interest, fees, costs, and expenses with respect thereto, (x) prior to theRevolving Commitment being terminated or reduced to zero, the percentageobtained by dividing (i) such Lender’s Revolving Commitment, by (ii) theaggregate Revolving Commitment of all Lenders and (y) from and after thetime the Revolving Commitment has been terminated or reduced to zero, thepercentage obtained by dividing (i) the aggregate unpaid principal amountof such Lender’s Revolving Outstandings (after settlement and repayment of allSwing Line Loans by the Lenders) by (ii) the aggregate unpaid principalamount of all Revolving Outstandings.

Refunded Swing Line Loan - see Section 2.2.4(c).

Regulation D means Regulation Dof the FRB.

Regulation U means Regulation U ofthe FRB.

Replacement Lender - see Section 8.7(b).

Reportable Event means a reportableevent as defined in Section 4043 of ERISA and the regulations issuedthereunder as to which the PBGC has not waived the notificationrequirement  of Section 4043(a), orthe failure of a Pension Plan to meet the minimum funding standards of Section 412of the Code (without regard to whether the Pension Plan is a plan described in Section 4021(a)(2) ofERISA) or under Section 302 of ERISA.

Required Lenders means (i) solong as there are three or fewer Lenders, Lenders whose Pro Rata Shares equal100% as determined pursuant to clause (d) of the definition of Pro RataShare and (ii) at any other time, Lenders whose Pro Rata Shares exceed662⁄3% as determined pursuant to clause (d) of the definition of “ProRata Share”.

Revolving Commitment means$35,000,000, as reduced from time to time pursuant to Section 6.1.

Revolving Loan - see Section 2.1.1.

Revolving Loan Availability meansthe Revolving Commitment.

Revolving Outstandings means, at anytime, the sum of (a) the aggregate principal amount of all outstandingRevolving Loans, plus (b) the Stated Amount of all Letters of Credit.

SEC means the Securities andExchange Commission or any other governmental authority succeeding to any ofthe principal functions thereof.

Senior Debt means all Debt of theLoan Parties other than Subordinated Debt.

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Senior Debt to EBITDA Ratio means,as of the last day of any Fiscal Quarter, the ratio of (a) Senior Debt asof such day to (b) EBITDA for the Computation Period ending on such day.

Senior Officer means, with respectto any Loan Party, any of the chief executive officer, the chief financialofficer, the chief operating officer or the treasurer of such Loan Party.

Stated Amount means, with respect toany Letter of Credit at any date of determination, (a) the maximumaggregate amount available for drawing thereunder under any and allcircumstances plus (b) the aggregate amount of all unreimbursed paymentsand disbursements under such Letter of Credit.

Subordinated Debt means anyunsecured Debt of the Loan Parties which has subordination terms, covenants,pricing and other terms which have been approved in writing by the RequiredLenders.

Subordinated Debt Documents meansall documents and instruments relating to the Subordinated Debt and allamendments and modifications thereof approved by the Administrative Agent.

Subordination Agreements means allsubordination agreements executed by a holder of Subordinated Debt in favor ofthe Administrative Agent and the Lenders from time to time after the ClosingDate in form and substance and on terms and conditions satisfactory toAdministrative Agent.

Subsidiary means, with respect toany Person, a corporation, partnership, limited liability company or otherentity of which such Person owns, directly or indirectly, such number ofoutstanding Capital Securities as have more than 50% of the ordinary votingpower for the election of directors or other managers of such corporation,partnership, limited liability company or other entity. Unless the contextotherwise requires, each reference to Subsidiaries herein shall be a referenceto Subsidiaries of the Company, if any.

Swing Line Availability means thelesser of (a) the Swing Line Commitment Amount and (b) Revolving LoanAvailability (less Revolving Outstandings at such time).

Swing Line Commitment Amount means (i) fromthe date of this Agreement until LaSalle has assigned a portion of its initialPro Rata Share of the Revolving Commitment, $-0-, and (ii) uponand after such time as LaSalle has assigned a portion of its initial Pro RataShare of the Revolving Commitment, $2,500,000, as reduced from time to timepursuant to Section 6.1, which commitment constitutes a subfacilityof the Revolving Commitment of the Swing Line Lender.

Swing Line Lender means LaSalle.

Swing Line Loan - see Section 2.2.4.

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Tangible Net Worth of any Personmeans an amount equal to: (a) Net Worth of such Person; less (b) IntangibleAssets of such Person; less (c) all obligations owed to such Personor any of its Subsidiaries by any Affiliate of such Person or any of itsSubsidiaries; and less (d) all loans by such Person to itsofficers, stockholders, Subsidiaries or employees.

Taxes means any and all present andfuture taxes, duties, levies, imposts, deductions, assessments, charges orwithholdings, and any and all liabilities (including interest and penalties andother additions to taxes) with respect to the foregoing, but excluding ExcludedTaxes.

Termination Date means the earlierto occur of (a) May 5, 2011 or (b) such other date on which theCommitments terminate pursuant to Section 6 or Section 13.

Termination Event means, withrespect to a Pension Plan that is subject to Title IV of ERISA, (a) aReportable Event, (b) the withdrawal of Company or any other member of theControlled Group from such Pension Plan during a plan year in which Company orany other member of the Controlled Group was a “substantial employer” asdefined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) ofERISA, (c) the termination of such Pension Plan, the filing of a notice ofintent to terminate the Pension Plan or the treatment of an amendment of suchPension Plan as a termination under Section 4041 of ERISA, (d) theinstitution by the PBGC of proceedings to terminate such Pension Plan or (e) anyevent or condition that might constitute grounds under Section 4042 ofERISA for the termination of, or appointment of a trustee to administer, suchPension Plan.

Total Debt means all Debt of theLoan Parties, determined on a consolidated basis, excluding (a) contingentobligations in respect of Contingent Liabilities (except to the extentconstituting Contingent Liabilities in respect of Debt of a Person other thanany Loan Party), (b) Hedging Obligations, (c) Debt of the Company to Subsidiaries and Debt ofSubsidiaries to the Company or to other Subsidiaries and (d) contingent obligations in respect of undrawn letters ofcredit.

Total Debt to EBITDA Ratio means, asof the last day of any Fiscal Quarter, the ratio of (a) Total Debt as ofsuch day to (b) EBITDA for the Computation Period ending on such day.

Total Plan Liability means, at anytime, the present value of all vested and unvested accrued benefits under allPension Plans, determined as of the then most recent valuation date for eachPension Plan, using PBGC actuarial assumptions for single employer planterminations.

type - see Section 2.2.1.

UCC is defined in the Guaranty andCollateral Agreement.

Unfunded Liability means the amount(if any) by which the present value of all vested and unvested accrued benefitsunder all Pension Plans exceeds the fair market value of all assets allocableto those benefits, all determined as of the then most recent valuation date foreach Pension Plan, using PBGC actuarial assumptions for single employer planterminations.

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Unmatured Event of Default means anyevent that, if it continues uncured, will, with lapse of time or notice orboth, constitute an Event of Default.

Withholding Certificate - see Section 7.6(d).

Wholly-Owned Subsidiary means, as toany Person, a Subsidiary all of the Capital Securities of which (exceptdirectors’ qualifying Capital Securities) are at the time directly orindirectly owned by such Person and/or another Wholly-Owned Subsidiary of suchPerson.

## 1.2           OtherInterpretive Provisions.   (a)  The meanings of defined terms areequally applicable to the singular and plural forms of thedefined terms.

#### (b)           Section,Annex, Schedule and Exhibit references are to this Agreement unlessotherwise specified.

#### (c)           Theterm “including” is not limiting and means “including without limitation.”

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

#### (e)           Unlessotherwise expressly provided herein, (i) references to agreements(including this Agreement and the other Loan Documents) and other contractualinstruments shall be deemed to include all subsequent amendments, restatements,supplements and other modifications thereto, but only to the extent suchamendments, restatements, supplements and other modifications are notprohibited by the terms of any Loan Document, and (ii) references to anystatute or regulation shall be construed as including all statutory andregulatory provisions amending, replacing, supplementing or interpreting suchstatute or regulation.

#### (f)            ThisAgreement and the other Loan Documents may use several different limitations,tests or measurements to regulate the same or similar matters. All suchlimitations, tests and measurements are cumulative and each shall be performedin accordance with its terms.

#### (g)           ThisAgreement and the other Loan Documents are the result of negotiations among andhave been reviewed by counsel to the Administrative Agent, the Loan Parties,the Lenders and the other parties thereto and are the products of all parties. Accordingly,they shall not be construed against the Administrative Agent or the Lendersmerely because of the Administrative Agent’s or Lenders’ involvement in theirpreparation.

#### SECTION 2                                   COMMITMENTSOF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.

## 2.1           Commitments.   Onand subject to the terms and conditions of this Agreement, each of the Lenders,severally and for itself alone, agreesto make loans to, and to issue or participate in letters of credit for theaccount of, the Loan Parties as follows:

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### 2.1.1        RevolvingLoan Commitment.   Each Lender with a Revolving Loan Commitment agreesto make loans on a revolvingbasis (“Revolving Loans”) from time to time until the Termination Datein such Lender’s Pro Rata Share of such aggregate amounts as the Company mayrequest from all Lenders; provided that the Revolving Outstandings willnot at any time exceed Revolving Loan Availability (less the amount of anySwing Line Loans outstanding at such time). Provided no Event of Default hasoccurred and is continuing, the Company may, at any time or times within twoyears of the date of this Agreement, elect to increase the Revolving Commitmentby a minimum of $20,000,000 per election, up to a maximum Revolving Commitmentof $100,000,000; provided that the arrangement and closing fees incurred inconnection with such increase shall be determined based upon then prevailingmarket conditions. LaSalle, as arranger, will act on a best efforts basis toarrange for Lenders to provide such increase, with any arrangement fees to beagreed to between LaSalle, as arranger, LaSalle, as Administrative Agent, andthe Company, which would be in part subject to prevailing market conditions atsuch time. Notwithstanding any other term of this Agreement, neither LaSalle,as arranger or Administrative Agent, nor any Lender (including LaSalle) shallbe obligated to provide any of such increase unless it first approves, in itssole discretion, of such increase in writing.

### 2.1.2        Reserved.

### 2.1.3        L/CCommitment.   Subject to Section 2.3.1, the Issuing Lenderagrees to issue letters of credit, in each casecontaining such terms and conditions as are permitted by this Agreement and arereasonably satisfactory to the Issuing Lender (each, a “Letter of Credit”),at the request of and for the account of the Loan Parties from time to timebefore the scheduled Termination Date and, as more fully set forth in Section 2.3.2,each Lender agrees to purchase a participation in each such Letter of Credit; providedthat (a) the aggregate Stated Amount of all Letters of Credit shall not atany time exceed $2,500,000 and (b) the Revolving Outstandings shall not atany time exceed Revolving Loan Availability (less the amount of any Swing LineLoans outstanding at such time).

## 2.2           LoanProcedures.

### 2.2.1        VariousTypes of Loans.   Each Revolving Loan shall be either a Base Rate Loanor a LIBOR Loan (each a “type”of Loan), as the Company shall specify in the related notice of borrowing orconversion pursuant to Section 2.2.2 or 2.2.3. LIBORLoans having the same Interest Period which expire on the same day aresometimes called a “Group” or collectively “Groups”. Base RateLoans and LIBOR Loans may be outstanding at the same time, provided thatnot more than seven (7) different Groups of LIBOR Loans shall beoutstanding at any one time. All borrowings, conversions and repayments ofRevolving Loans shall be effected so that each Lender will have a ratable share(according to its Pro Rata Share) of all types and Groups of Loans.

### 2.2.2        BorrowingProcedures.   The Company shall give written notice (each such writtennotice, a “Notice of Borrowing”)substantially in the form of Exhibit E or telephonic notice(followed immediately by a Notice of Borrowing) to the Administrative Agent ofeach 

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proposed borrowing notlater than (a) in the case of a Base Rate borrowing, 11:00 A.M.,Chicago time, on the proposed date of such borrowing, and (b) in the caseof a LIBOR borrowing, 11:00 A.M., Chicago time, at least three BusinessDays prior to the proposed date of such borrowing. Each such notice shall beeffective upon receipt by the Administrative Agent, shall be irrevocable, andshall specify the date, amount and type of borrowing and, in the case of aLIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt ofsuch notice, the Administrative Agent shall advise each Lender thereof. Notlater than 1:00 P.M., Chicago time, on the date of a proposed borrowing,each Lender shall provide the Administrative Agent at the office specified bythe Administrative Agent with immediately available funds covering such Lender’sPro Rata Share of such borrowing and, so long as the Administrative Agent hasnot received written notice that the conditions precedent set forth in Section 12with respect to such borrowing have not been satisfied, the AdministrativeAgent shall pay over the funds received by the Administrative Agent to the LoanParties on the requested borrowing date. Each borrowing shall be on a BusinessDay. Each LIBOR borrowing shall be in an aggregate amount of at least $1,000,000 and an integral multiple ofat least $100,000.

### 2.2.3        Conversionand Continuation Procedures.   (a)  Subject to Section 2.2.1,the Company may, upon irrevocablewritten notice to the Administrative Agent in accordance with clause (b) below:

##### (i)            elect,as of any Business Day, to convert any Loans (or any part thereof in anaggregate amount not less than $1,000,000 a higher integral multiple of $100,000) into Loans of the other type; or

##### (ii)           elect,as of the last day of the applicable Interest Period, to continue any LIBORLoans having Interest Periods expiring on such day (or any part thereof in anaggregate amount not less than $1,000,000 or a higher integral multiple of $100,000) for a newInterest Period;

provided that after giving effect toany prepayment, conversion or continuation, the aggregate principal amount ofeach Group of LIBOR Loans shall be at least $1,000,000 and an integral multiple of $100,000.

#### (b)           TheCompany shall give written notice (each such written notice, a “Notice ofConversion/Continuation”) substantially in the form of Exhibit For telephonic notice (followed immediately by a Notice ofConversion/Continuation) to the Administrative Agent of each proposedconversion or continuation not later than (i) in the case of conversioninto Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date ofsuch conversion and (ii) in the case of conversion into or continuation ofLIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days priorto the proposed date of such conversion or continuation, specifying in eachcase:

##### (i)            theproposed date of conversion or continuation;

##### (ii)           theaggregate amount of Loans to be converted or continued;

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##### (iii)          thetype of Loans resulting from the proposed conversion or continuation; and

##### (iv)          inthe case of conversion into, or continuation of, LIBOR Loans, the duration ofthe requested Interest Period therefor.

#### (c)           Ifupon the expiration of any Interest Period applicable to LIBOR Loans, theCompany has failed to select timely a new Interest Period to be applicable tosuch LIBOR Loans, the Company shall be deemed to have elected to convert suchLIBOR Loans into Base Rate Loans effective on the last day of such InterestPeriod.

#### (d)           TheAdministrative Agent will promptly notify each Lender of its receipt of anotice of conversion or continuation pursuant to this Section 2.2.3or, if no timely notice is provided by the Company, of the details of anyautomatic conversion.

#### (e)           Anyconversion of a LIBOR Loan on a day other than the last day of an InterestPeriod therefor shall be subject to Section 8.4.

### 2.2.4        SwingLine Facility.

#### (a)           TheAdministrative Agent shall notify the Swing Line Lender upon the AdministrativeAgent’s receipt of any Notice of Borrowing. Subject to the terms and conditionshereof, the Swing Line Lender may, in its sole discretion, make available fromtime to time until the Termination Date advances (each, a “Swing Line Loan”)in accordance with any such notice, notwithstanding that after making arequested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share ofthe Revolving Outstanding and all outstanding Swing Line Loans, may exceed theSwing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisionsof this Section 2.2.4 shall not relieve Lenders of theirobligations to make Revolving Loans under Section 2.1.1; providedthat if the Swing Line Lender makes a Swing Line Loan pursuant to any suchnotice, such Swing Line Loan shall be in lieu of any Revolving Loan thatotherwise may be made by the Lenders pursuant to such notice. The aggregateamount of Swing Line Loans outstanding shall not exceed at any time Swing LineAvailability. Until the Termination Date, the Loan Parties may from time totime borrow, repay and reborrow under this Section 2.2.4. EachSwing Line Loan shall be made pursuant to a Notice of Borrowing delivered bythe Company to the Administrative Agent in accordance with Section 2.2.2.Any such notice must be given no later than 2:00 P.M., Chicago time, onthe Business Day of the proposed Swing Line Loan. Unless the Swing Line Lenderhas received at least one Business Day’s prior written notice from the RequiredLenders instructing it not to make a Swing Line Loan, the Swing Line Lendershall, notwithstanding the failure of any condition precedent set forth in Section 12.2,be entitled to fund that Swing Line Loan, and to have such Lender makeRevolving Loans in accordance with Section 2.2.4(c) orpurchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision ofthis Agreement or the other Loan Documents, each Swing Line Loan shallconstitute a Base Rate Loan. The Loan Parties shall repay the aggregateoutstanding principal amount of each Swing Line Loan upon demand therefor bythe Administrative Agent.

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#### (b)           The entire unpaidbalance of each Swing Line Loan and all other noncontingent Obligations shallbe immediately due and payable in full in immediately available funds on theTermination Date if not sooner paid in full.

#### (c)           The Swing LineLender, at any time and from time to time no less frequently than once weekly,shall on behalf of the Loan Parties (and the Loan Parties hereby irrevocablyauthorizes the Swing Line Lender to so act on its behalf) request each Lenderwith a Revolving Commitment (including the Swing Line Lender) to make aRevolving Loan to the Loan Parties (which shall be a Base Rate Loan) in anamount equal to that Lender’s Pro Rata Share of the principal amount of allSwing Line Loans (the “Refunded Swing Line Loan”) outstanding on the datesuch notice is given. Unless any of the events described in Section 13.1.4has occurred (in which event the procedures of Section 2.2.4(d) shallapply) and regardless of whether the conditions precedent set forth in thisAgreement to the making of a Revolving Loan are then satisfied, each Lendershall disburse directly to the Administrative Agent, its Pro Rata Share onbehalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, inimmediately available funds on the date that notice is given (providedthat such notice is given by 12:00 p.m., Chicago time, on such date). Theproceeds of those Revolving Loans shall be immediately paid to the Swing LineLender and applied to repay the Refunded Swing Line Loan.

#### (d)           If, prior torefunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c),one of the events described in Section 13.1.4 has occurred, then,subject to the provisions of Section 2.2.4(e) below, eachLender shall, on the date such Revolving Loan was to have been made for the benefitof the Loan Parties, purchase from the Swing Line Lender an undividedparticipation interest in the Swing Line Loan in an amount equal to its ProRata Share of such Swing Line Loan. Upon request, each Lender shall promptlytransfer to the Swing Line Lender, in immediately available funds, the amountof its participation interest.

#### (e)           Each Lender’sobligation to make Revolving Loans in accordance with Section 2.2.4(c) andto purchase participation interests in accordance with Section 2.2.4(d) shallbe absolute and unconditional and shall not be affected by any circumstance,including (i) any setoff, counterclaim, recoupment, defense or other rightthat such Lender may have against the Swing Line Lender, the Company or anyother Person for any reason whatsoever; (ii) the occurrence or continuanceof any Unmatured Event of Default or Event of Default; (iii) any inabilityof the Company to satisfy the conditions precedent to borrowing set forth inthis Agreement at any time or (iv) any other circumstance, happening orevent whatsoever, whether or not similar to any of the foregoing. If and to theextent any Lender shall not have made such amount available to theAdministrative Agent or the Swing Line Lender, as applicable, by 2:00 P.M.,Chicago time, the amount required pursuant to Sections 2.2.4(c) or2.2.4(d), as the case may be, on the Business Day on which such Lenderreceives notice from the Administrative Agent of such payment or disbursement(it being understood that any such notice received after noon, Chicago time, onany Business Day shall be deemed to have been received on the next followingBusiness Day), such Lender agrees to pay interest on such amount to theAdministrative Agent for the Swing Line Lender’s account forthwith on demand,for each day from the date such amount was to have been delivered to theAdministrative Agent to the date such amount is paid, at a rate per annum equalto (a) for the first three days after demand, the 

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Federal Funds Rate fromtime to time in effect and (b) thereafter, the Base Rate from time to timein effect.

## 2.3           Letter of CreditProcedures.

### 2.3.1        L/C Applications.   TheCompany shall give notice to the Administrative Agent and the Issuing Lender of the proposed issuance of each Letterof Credit on a Business Day which is at least three Business Days (or suchlesser number of days as the Administrative Agent and the Issuing Lender shallagree in any particular instance in their sole discretion) prior to theproposed date of issuance of such Letter of Credit. Each such notice shall beaccompanied by such documentation as the Administrative Agent or the IssuingLender may request in support thereof, it being understood that suchdocumentation shall specify, among other things, the date on which the proposedLetter of Credit is to be issued, the expiration date of such Letter of Credit(which shall not be later than the scheduled Termination Date (unless suchLetter of Credit is Cash Collateralized)) and whether such Letter of Credit isto be transferable in whole or in part. Any Letter of Credit outstanding afterthe scheduled Termination Date which is Cash Collateralized for the benefit ofthe Issuing Lender shall be the sole responsibility of the Issuing Lender. Solong as the Issuing Lender has not received written notice that the conditionsprecedent set forth in Section 12 with respect to the issuance ofsuch Letter of Credit have not been satisfied, the Issuing Lender shall issuesuch Letter of Credit on the requested issuance date. The Issuing Lender shallpromptly advise the Administrative Agent of the issuance of each Letter ofCredit and of any amendment thereto, extension thereof or event or circumstancechanging the amount available for drawing thereunder. In the event of anyinconsistency between the terms of the documentation described above supportingthe notice of proposed issuance of a Letter of Credit and the terms of thisAgreement, the terms of this Agreement shall control.

### 2.3.2        Participations inLetters of Credit.   Concurrently with the issuance of each Letter ofCredit, the IssuingLender shall be deemed to have sold and transferred to each Lender with a RevolvingLoan Commitment, and each such Lender shall be deemed irrevocably andunconditionally to have purchased and received from the Issuing Lender, withoutrecourse or warranty, an undivided interest and participation, to the extent ofsuch Lender’s Pro Rata Share, in such Letter of Credit and the reimbursementobligations of the Loan Parties with respect thereto. If the Loan Parties donot pay any reimbursement obligation when due, the Loan Parties shall be deemedto have immediately requested that the Lenders make a Revolving Loan which is aBase Rate Loan in a principal amount equal to such reimbursement obligations. TheAdministrative Agent shall promptly notify such Lenders of such deemed requestand, without the necessity of compliance with the requirements of Section 2.2.2,Section 12.2 or otherwise such Lender shall make available to theAdministrative Agent its Pro Rata Share of such Loan. The proceeds of such Loanshall be paid over by the Administrative Agent to the Issuing Lender for theaccount of the Loan Parties in satisfaction of such reimbursement obligations. Forthe purposes of this Agreement, the unparticipated portion of each Letter ofCredit shall be deemed to be the Issuing Lender’s “participation” therein. TheIssuing Lender hereby agrees, upon request of the Administrative Agent or anyLender, to deliver to the Administrative Agent or such Lender a list of alloutstanding Letters of Credit issued by the Issuing Lender, together with 

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such information relatedthereto as the Administrative Agent or such Lender may reasonably request.

### 2.3.3        ReimbursementObligations.   (a) The Loan Parties hereby unconditionally andirrevocably agree toreimburse the Issuing Lender for each payment or disbursement made by theIssuing Lender under any Letter of Credit honoring any demand for payment madeby the beneficiary thereunder, in each case on the date that such payment ordisbursement is made. Any amount not reimbursed on the date of such payment ordisbursement shall bear interest from the date of such payment or disbursementto the date that the Issuing Lender is reimbursed by the Loan Parties therefor,payable on demand, at a rate per annum equal to the Base Rate from time to timein effect plus the Base Rate Margin from time to time in effect plus,beginning on the third Business Day after receipt of notice from the IssuingLender of such payment or disbursement, 2%. The Issuing Lender shall notify theCompany and the Administrative Agent whenever any demand for payment is madeunder any Letter of Credit by the beneficiary thereunder; provided thatthe failure of the Issuing Lender to so notify the Company or theAdministrative Agent shall not affect the rights of the Issuing Lender or theLenders in any manner whatsoever.

(b)           The Loan Parties’ reimbursementobligations hereunder shall be irrevocable and unconditional under allcircumstances, including (a) any lack of validity or enforceability of anyLetter of Credit, this Agreement or any other Loan Document, (b) theexistence of any claim, set-off, defense or other right which any Loan Partymay have at any time against a beneficiary named in a Letter of Credit, anytransferee of any Letter of Credit (or any Person for whom any such transfereemay be acting), the Administrative Agent, the Issuing Lender, any Lender or anyother Person, whether in connection with any Letter of Credit, this Agreement,any other Loan Document, the transactions contemplated herein or any unrelatedtransactions (including any underlying transaction between any Loan Party andthe beneficiary named in any Letter of Credit), (c) the validity,sufficiency or genuineness of any document which the Issuing Lender hasdetermined complies on its face with the terms of the applicable Letter ofCredit, even if such document should later prove to have been forged,fraudulent, invalid or insufficient in any respect or any statement thereinshall have been untrue or inaccurate in any respect, or (d) the surrenderor impairment of any security for the performance or observance of any of theterms hereof. Without limiting the foregoing, no action or omission whatsoeverby the Administrative Agent or any Lender (excluding any Lender in its capacityas the Issuing Lender) under or in connection with any Letter of Credit or anyrelated matters shall result in any liability of the Administrative Agent orany Lender to any Loan Party, or relieve any Loan Party of any of itsobligations hereunder to any such Person.

### 2.3.4        Fundingby Lenders to Issuing Lender.   If the Issuing Lender makes any paymentor disbursement under anyLetter of Credit and (a) the Loan Parties have not reimbursed the IssuingLender in full for such payment or disbursement by 11:00 A.M., Chicagotime, on the date of such payment or disbursement, (b) a Revolving Loanmay not be made in accordance with Section 2.3.2 or (c) anyreimbursement received by the Issuing Lender from the Loan Parties is or mustbe returned or rescinded upon or during any bankruptcy or reorganization of theLoan Parties or otherwise, each other Lender with a Revolving Loan Commitmentshall be 

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obligated to pay to theAdministrative Agent for the account of the Issuing Lender, in full or partialpayment of the purchase price of its participation in such Letter of Credit,its Pro Rata Share of such payment or disbursement (but no such payment shalldiminish the obligations of the Loan Parties under Section 2.3.3),and, upon notice from the Issuing Lender, the Administrative Agent shallpromptly notify each other Lender thereof. Each other Lender irrevocably andunconditionally agrees to so pay to the Administrative Agent in immediatelyavailable funds for the Issuing Lender’s account the amount of such otherLender’s Pro Rata Share of such payment or disbursement. If and to the extentany Lender shall not have made such amount available to the AdministrativeAgent by 2:00 P.M., Chicago time, on the Business Day on which such Lenderreceives notice from the Administrative Agent of such payment or disbursement(it being understood that any such notice received after noon, Chicago time, onany Business Day shall be deemed to have been received on the next followingBusiness Day), such Lender agrees to pay interest on such amount to theAdministrative Agent for the Issuing Lender’s account forthwith on demand, foreach day from the date such amount was to have been delivered to theAdministrative Agent to the date such amount is paid, at a rate per annum equalto (a) for the first three days after demand, the Federal Funds Rate fromtime to time in effect and (b) thereafter, the Base Rate from time to timein effect. Any Lender’s failure to make available to the Administrative Agentits Pro Rata Share of any such payment or disbursement shall not relieve anyother Lender of its obligation hereunder to make available to theAdministrative Agent such other Lender’s Pro Rata Share of such payment, but noLender shall be responsible for the failure of any other Lender to makeavailable to the Administrative Agent such other Lender’s Pro Rata Share of anysuch payment or disbursement.

## 2.4           CommitmentsSeveral.   The failure of any Lender to make a requested Loan on anydate shall not relieve anyother Lender of its obligation (if any) to make a Loan on such date, but noLender shall be responsible for the failure of any other Lender to make anyLoan to be made by such other Lender.

## 2.5           CertainConditions.   Except as otherwise provided in Sections 2.2.4 and 2.3.4of this Agreement, no Lendershall have an obligation to make any Loan, or to permit the continuation of orany conversion into any LIBOR Loan, and the Issuing Lender shall not have anyobligation to issue any Letter of Credit, if an Event of Default or UnmaturedEvent of Default exists.

# SECTION 3            EVIDENCING OF LOANS.

## 3.1           Notes.   TheLoans of each Lender shall be evidenced by a Note, with appropriate insertions,payable to the order of such Lender in a faceprincipal amount equal to the sum of such Lender’s Revolving Loan Commitment.

## 3.2           Recordkeeping.   TheAdministrative Agent, on behalf of each Lender, shall record in its records,the date and amount of each Loan made byeach Lender, each repayment or conversion thereof and, in the case of eachLIBOR Loan, the dates on which each Interest Period for such Loan shall beginand end. The aggregate unpaid principal amount so recorded shall be rebuttablypresumptive evidence of the principal amount of the Loans owing and unpaid. The

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failure to so record anysuch amount or any error in so recording any such amount shall not, however,limit or otherwise affect the Obligations of the Loan Parties hereunder orunder any Note to repay the principal amount of the Loans hereunder, togetherwith all interest accruing thereon.

# SECTION 4            INTEREST.

## 4.1           InterestRates.   The Loan Parties promise to pay interest on the unpaidprincipal amount of each Loan for theperiod commencing on the date of such Loan until such Loan is paid in full asfollows:

#### (a)           atall times while such Loan is a Base Rate Loan, at a rate per annum equal to thesum of the Base Rate from time to time in effect plus the Base Rate Margin fromtime to time in effect; and

#### (b)           atall times while such Loan is a LIBOR Loan, at a rate per annum equal to the sumof the LIBOR Rate applicable to each Interest Period for such Loan plus theLIBOR Margin from time to time in effect;

provided that at any time an Eventof Default exists, unless the Required Lenders otherwise consent, the interestrate applicable to each Loan shall be increased by 2% (and, in the case ofObligations not bearing interest, such Obligations shall bear interest at theBase Rate applicable to Revolving Loans plus 2%), providedfurtherthat such increase may thereafter be rescinded by the Required Lenders,notwithstanding Section 15.1. Notwithstanding the foregoing, uponthe occurrence of an Event of Default under Sections 13.1.1 or 13.1.4,such increase shall occur automatically.

## 4.2           InterestPayment Dates.   Accrued interest on each Base Rate Loan shall bepayable in arrears on the last dayof each calendar quarter and at maturity. Accrued interest on each LIBOR Loanshall be payable on the last day of each Interest Period relating tosuch Loan (and, in the case of a LIBOR Loan with a six-month Interest Period,on the three-month anniversary of the first day of such Interest Period), upona prepayment of such Loan, and at maturity. After maturity, and at any time anEvent of Default exists, accrued interest on all Loans shall be payable ondemand.

## 4.3           Settingand Notice of LIBOR Rates.   The applicable LIBOR Rate for eachInterest Period shall be determinedby the Administrative Agent, and notice thereof shall be given by theAdministrative Agent promptly to the Company and each Lender. Eachdetermination of the applicable LIBOR Rate by the Administrative Agent shall beconclusive and binding upon the parties hereto, in the absence of demonstrableerror. The Administrative Agent shall, upon written request of the Company orany Lender, deliver to the Company or such Lender a statement showing thecomputations used by the Administrative Agent in determining any applicableLIBOR Rate hereunder.

## 4.4           Computationof Interest.   Interest shall be computed for the actual number of dayselapsed on the basis of ayear of 360 days; provided that interest on Base Rate Loans shall be 

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computed for the actualnumber of days elapsed on the basis of a year of 365 or 366 days, as appropriate.The applicable interest rate for each Base Rate Loan shall changesimultaneously with each change in the Base Rate.

# SECTION 5            FEES.

## 5.1           Non-UseFee.   The Loan Parties agree to pay to the Administrative Agent forthe account of each Lender a non-use fee,for the period from the Closing Date to the Termination Date, at the Non-UseFee Rate in effect from time to time of such Lender’s Pro Rata Share (asadjusted from time to time) of the unused amount of the Revolving Commitment. Forpurposes of calculating usage under this Section, the Revolving Commitmentshall be deemed used to the extent of Revolving Outstandings. Such non-use feeshall be payable in arrears on the last day of each calendar quarter and on theTermination Date for any period then ending for which such non-use fee shallnot have previously been paid. The non-use fee shall be computed for the actualnumber of days elapsed on the basis of a year of 360 days.

## 5.2           Letterof Credit Fees.   (a)   The Loan Parties agree to pay to theAdministrative Agent for the account of eachLender a letter of credit fee for each Letter of Credit equal to the L/C FeeRate in effect from time to time of such Lender’s Pro Rata Share (as adjustedfrom time to time) of the undrawn amount of such Letter of Credit (computed forthe actual number of days elapsed on the basis of a year of 360 days); providedthat, unless the Required Lenders otherwise consent, the rate applicable toeach Letter of Credit shall be increased by 2% at any time that an Event ofDefault exists. Such letter of credit fee shall be payable in arrears on thelast day of each calendar quarter and on the Termination Date (or such laterdate on which such Letter of Credit expires or is terminated) for the periodfrom the date of the issuance of each Letter of Credit (or the last day onwhich the letter of credit fee was paid with respect thereto) to the date suchpayment is due or, if earlier, the date on which such Letter of Credit expiredor was terminated.

#### (b)           Inaddition, with respect to each Letter of Credit, the Loan Parties agree to payto the Issuing Lender, for its own account, (i) such fees and expenses asthe Issuing Lender customarily requires in connection with the issuance,negotiation, processing and/or administration of letters of credit in similarsituations and (ii) a letter of credit fronting fee in the amount and atthe times agreed to by the Company and the Issuing Lender.

## 5.3           AdministrativeAgent’s Fees.   The Loan Parties agree to pay to the AdministrativeAgent such agent’s fees asare mutually agreed to from time to time by the Company and the AdministrativeAgent including the fees set forth in the Agent Fee Letter.

# SECTION 6                                   REDUCTIONOR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.

## 6.1           Reductionor Termination of the Revolving Commitment.

### 6.1.1        VoluntaryReduction or Termination of the Revolving Commitment.   The Company mayfrom time to time on atleast five Business Days’ prior written notice received by 

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the Administrative Agent(which shall promptly advise each Lender thereof) permanently reduce theRevolving Commitment to an amount not less than the Revolving Outstandings plusthe outstanding amount of all Swing Line Loans. Concurrently with any reductionof the Revolving Commitment to zero, (a) the Loan Parties shall pay allinterest on the Revolving Loans, all non-use fees through the date oftermination of the Revolving Commitment, and all letter of credit fees andshall Cash Collateralize in full all obligations arising with respect to theLetters of Credit and (b) upon payment of all amounts owed by the LoanParties to the Administrative Agent and the Lenders hereunder, (i) thisAgreement, except as otherwise provided herein, shall terminate and (ii) theAdministrative Agent shall execute, deliver or file (as appropriate)documentation terminating the Administrative Agent’s and Lenders’ Liens arisinghereunder.

### 6.1.2        MandatoryReductions of Revolving Commitment.   On the date of any MandatoryPrepayment Event, the RevolvingCommitment shall be permanently reduced by an amount (if any) equal to theDesignated Proceeds of such Mandatory Prepayment Event.

### 6.1.3        AllReductions of the Revolving Commitment.   All reductions of theRevolving Commitment shall reduce the Commitments ratablyamong the Lenders according to their respective Pro Rata Shares.

## 6.2           Prepayments.

### 6.2.1        VoluntaryPrepayments.   The Loan Parties may from time to time prepay the Loansin whole or in part; provided that the Companyshall give the Administrative Agent (which shall promptly advise each Lender)notice thereof not later than 11:00 A.M., Chicago time, on the day of suchprepayment (which shall be a Business Day), specifying the Loans to be prepaidand the date and amount of prepayment.

#### 6.2.2        Mandatory Prepayments.   If on anyday on which the Revolving Commitment is reduced pursuant to Section 6.1.2 theRevolving Outstandings plus the outstanding amount of the Swing LineLoan exceeds the Revolving Commitment, the Loan Parties shall immediatelyprepay Revolving Loans or Cash Collateralize the outstanding Letters of Credit,or do a combination of the foregoing, in an amount sufficient to eliminate suchexcess.

## 6.3           Mannerof Prepayments.

### 6.3.1        AllPrepayments.   Any partial prepayment of a Group of LIBOR Loans shallbe subject to the proviso to Section 2.2.3(a).Any prepayment of a LIBOR Loan on a day other than the last day of an InterestPeriod therefor shall include interest on the principal amount being repaid andshall be subject to Section 8.4. Except as otherwise provided bythis Agreement, all principal payments in respect of the Loans (other than theSwing Line Loans) shall be applied first, to repay outstanding Base Rate Loansand then to repay outstanding LIBOR Rate Loans in direct order of InterestPeriod maturities.

### 6.3.2        Reserved.

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## 6.4           Repayments.

### 6.4.1        RevolvingLoans.   The Revolving Loans of each Lender shall be paid in full andthe Revolving Commitment shallterminate on the Termination Date.

### 6.4.2        Reserved.

### 6.4.3        Reserved.

# SECTION 7            MAKING AND PRORATION OF PAYMENTS;SETOFF; TAXES.

## 7.1           Makingof Payments.   All payments of principal or interest on the Notes, andof all fees, shall be made by theLoan Parties to the Administrative Agent in immediately available funds at theoffice specified by the Administrative Agent not later than noon, Chicago time,on the date due; and funds received after that hour shall be deemed to havebeen received by the Administrative Agent on the following Business Day. TheAdministrative Agent shall promptly remit to each Lender its share of all suchpayments received in collected funds by the Administrative Agent for theaccount of such Lender. All payments under Section 8.1 shall be made bythe Loan Parties directly to the Lender entitled thereto without setoff,counterclaim or other defense.

## 7.2           Applicationof Certain Payments.   So long as no Unmatured Event of Default  or Event of Default has occurred and is continuing,(a) payments matching specific scheduled payments then due shall beapplied to those scheduled payments and (b) voluntary and mandatoryprepayments shall be applied as set forth in Sections 6.2 and 6.3.After the occurrence and during the continuance of an Unmatured Event ofDefault or Event of Default, all amounts collected or received by theAdministrative Agent or any Lender as proceeds from the sale of, or otherrealization upon, all or any part of the Collateral shall be applied as theAdministrative Agent shall determine in its discretion or, in the absence of a specificdetermination by the Administrative Agent, as set forth in the Guaranty andCollateral Agreement. Concurrently with each remittance to any Lender ofits share of any such payment, the Administrative Agent shall advise suchLender as to the application of such payment.

## 7.3           DueDate Extension.   If any payment of principal or interest with respectto any of the Loans, or of any fees,falls due on a day which is not a Business Day, then such due date shall beextended to the immediately following Business Day (unless, in the case of aLIBOR Loan, such immediately following Business Day is the first Business Dayof a calendar month, in which case such due date shall be the immediatelypreceding Business Day) and, in the case of principal, additional interestshall accrue and be payable for the period of any such extension.

## 7.4           Setoff.   TheCompany, for itself and each other Loan Party, agrees that the AdministrativeAgent and each Lender have all rights ofset-off and bankers’ lien provided by applicable law, and in addition thereto,the Company, for itself and each other Loan Party, agrees that at any time anyEvent of Default exists, the Administrative Agent and each Lender may apply tothe payment of any Obligations of the Company and each other Loan Partyhereunder, whether or not then due, any and all balances, credits, deposits,accounts or moneys of the Company and each other Loan Party then or thereafterwith the Administrative Agent or such Lender.

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## 7.5           Prorationof Payments.   If any Lender shall obtain any payment or other recovery(whether voluntary, involuntary,by application of offset or otherwise, on account of (a) principal of orinterest on any Loan, but excluding (i) any payment pursuant to Section 8.7or 15.6 and (ii) payments of interest on any Affected Loan) or (b) itsparticipation in any Letter of Credit) in excess of its applicable Pro RataShare of payments and other recoveries obtained by all Lenders on account ofprincipal of and interest on the Loans (or such participation) then held bythem, then such Lender shall purchase from the other Lenders suchparticipations in the Loans (or sub-participations in Letters of Credit) heldby them as shall be necessary to cause such purchasing Lender to share theexcess payment or other recovery ratably with each of them; providedthat if all or any portion of the excess payment or other recovery isthereafter recovered from such purchasing Lender, the purchase shall berescinded and the purchase price restored to the extent of such recovery.

## 7.6           Taxes.

#### (a)           Allpayments made by the Loan Parties hereunder or under any Loan Documents shallbe made without setoff, counterclaim, or other defense. To the extent permittedby applicable law, all payments hereunder or under the Loan Documents(including any payment of principal, interest, or fees) to, or for the benefit,of any person shall be made by the Loan Parties free and clear of and withoutdeduction or withholding for, or account of, any Taxes now or hereinafterimposed by any taxing authority.

#### (b)           Ifthe Loan Parties make any payment hereunder or under any Loan Document inrespect of which it is required by applicable law to deduct or withhold anyTaxes, the Loan Parties shall increase the payment hereunder or under any such LoanDocument such that after the reduction for the amount of Taxes withheld (andany taxes withheld or imposed with respect to the additional payments requiredunder this Section 7.6(b)), the amount paid to the Lenders or theAdministrative Agent equals the amount that was payable hereunder or under anysuch Loan Document without regard to this Section 7.6(b). To theextent the Loan Parties withhold any Taxes on payments hereunder or under anyLoan Document, the Loan Parties shall pay the full amount deducted to therelevant taxing authority within the time allowed for payment under applicablelaw and shall deliver to the Administrative Agent within 30 days after theyhave made payment to such authority a receipt issued by such authority (orother evidence satisfactory to the Administrative Agent) evidencing the paymentof all amounts so required to be deducted or withheld from such payment.

#### (c)           Ifany Lender or the Administrative Agent is required by law to make any paymentsof any Taxes on or in relation to any amounts received or receivable hereunderor under any other Loan Document, or any Tax is assessed against a Lender orthe Administrative Agent with respect to amounts received or receivablehereunder or under any other Loan Document, the Loan Parties will indemnifysuch person against (i) such Tax (and any reasonable counsel fees andexpenses associated with such Tax) and (ii) any taxes imposed as a resultof the receipt of the payment under this Section 7.6(c). Acertificate prepared in good faith as to the amount of such payment by suchLender or the Administrative Agent shall, absent manifest error, be final,conclusive, and binding on all parties.

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#### (d)           (i)            To the extent permitted byapplicable law, each Lender that is not a United States person within themeaning of Code Section 7701(a)(30) (a “Non-U.S. Participant”)shall deliver to the Company and the Administrative Agent on or prior to theClosing Date (or in the case of a Lender that is an Assignee, on the date ofsuch assignment to such Lender) two accurate and complete original signedcopies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or anysuccessor or other applicable form prescribed by the IRS) certifying to suchLender’s entitlement to a complete exemption from, or a reduced rate in, UnitedStates withholding tax on interest payments to be made hereunder or any Loan. Ifa Lender that is a Non-U.S. Participant is claiming a complete exemption fromwithholding on interest pursuant to Code Sections 871(h) or 881(c), theLender shall deliver (along with two accurate and complete original signedcopies of IRS Form W-8BEN) a certificate in form and substancereasonably acceptable to Administrative Agent (any such certificate, a “WithholdingCertificate”). In addition, each Lender that is a Non-U.S. Participant  agrees that from time to time after theClosing Date, (or in the case of a Lender that is an Assignee, after the dateof the assignment to such Lender), when a lapse in time (or change incircumstances occurs) renders the prior certificates hereunder obsolete orinaccurate in any material respect, such Lender shall, to the extent permittedunder applicable law, deliver to the Company and the Administrative Agent twonew and accurate and complete original signed copies of an IRS Form W-8BEN,W-8ECI, or W-8IMY (or any successor or other applicable formsprescribed by the IRS), and if applicable, a new Withholding Certificate, toconfirm or establish the entitlement of such Lender or the Administrative Agentto an exemption from, or reduction in, United States withholding tax oninterest payments to be made hereunder or any Loan.

#### (ii)           EachLender that is not a Non-U.S. Participant (other than any such Lender which istaxed as a corporation for U.S. federal income tax purposes) shall provide twoproperly completed and duly executed copies of IRS Form W-9 (or anysuccessor or other applicable form) to the Company and the Administrative Agentcertifying that such Lender is exempt from United States backup withholding tax.To the extent that a form provided pursuant to this Section 7.6(d)(ii) isrendered obsolete or inaccurate in any material respects as result of change incircumstances with respect to the status of a Lender, such Lender shall, to theextent permitted by applicable law, deliver to the Company and theAdministrative Agent revised forms necessary to confirm or establish theentitlement to such Lender’s or Agent’s exemption from United States backupwithholding tax.

#### (iii)          TheLoan Parties shall not be required to pay additional amounts to a Lender, orindemnify any Lender, under this Section 7.6 to the extent thatsuch obligations would not have arisen but for the failure of such Lender tocomply with Section 7.6(d).

#### (iv)          EachLender agrees to indemnify the Administrative Agent and hold the AdministrativeAgent harmless for the full amount of any and all present or future Taxes andrelated liabilities (including penalties, interest, additions to tax andexpenses, and any Taxes imposed by any jurisdiction on amounts payable to theAdministrative Agent under this Section 7.6) which are imposed onor with respect to principal, interest or fees payable to such Lender hereunderand which are not paid by the Loan Parties pursuant to this Section 7.6,whether or not 

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such Taxes or relatedliabilities were correctly or legally asserted. This indemnification shall bemade within 30 days from the date the Administrative Agent makes written demandtherefor.

# SECTION 8                                   INCREASEDCOSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

## 8.1           IncreasedCosts.   (a)   If, after the date hereof, the adoption of, or anychange in, any applicable law, rule orregulation, or any change in the interpretation or administration of anyapplicable law, rule or regulation by any governmental authority, centralbank or comparable agency charged with the interpretation or administrationthereof, or compliance by any Lender with any request or directive (whether ornot having the force of law) of any such authority, central bank or comparableagency:  (i) shall impose, modify ordeem applicable any reserve (including any reserve imposed by the FRB, butexcluding any reserve included in the determination of the LIBOR Rate pursuantto Section 4), special deposit or similar requirement againstassets of, deposits with or for the account of, or credit extended by anyLender; or (ii) shall impose on any Lender any other condition affectingits LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the resultof anything described in clauses (i) and (ii) above is to increasethe cost to (or to impose a cost on) such Lender (or any LIBOR Office of suchLender) of making or maintaining any LIBOR Loan, or to reduce the amount of anysum received or receivable by such Lender (or its LIBOR Office) under thisAgreement or under its Note with respect thereto, then upon demand by suchLender (which demand shall be accompanied by a statement setting forth thebasis for such demand and a calculation of the amount thereof in reasonabledetail, a copy of which shall be furnished to the Administrative Agent), theLoan Parties shall pay directly to such Lender such additional amount as willcompensate such Lender for such increased cost or such reduction, so long assuch amounts have accrued on or after the day which is 180 days prior to thedate on which such Lender first made demand therefor.

#### (b)           Ifany Lender shall reasonably determine that any change in, or the adoption orphase-in of, any applicable law, rule or regulation regarding capitaladequacy, or any change in the interpretation or administration thereof by anygovernmental authority, central bank or comparable agency charged with theinterpretation or administration thereof, or the compliance by any Lender orany Person controlling such Lender with any request or directive regardingcapital adequacy (whether or not having the force of law) of any suchauthority, central bank or comparable agency, has or would have the effect ofreducing the rate of return on such Lender’s or such controlling Person’scapital as a consequence of such Lender’s obligations hereunder or under anyLetter of Credit to a level below that which such Lender or such controllingPerson could have achieved but for such change, adoption, phase-in orcompliance (taking into consideration such Lender’s or such controlling Person’spolicies with respect to capital adequacy) by an amount deemed by such Lenderor such controlling Person to be material, then from time to time, upon demandby such Lender (which demand shall be accompanied by a statement setting forth thebasis for such demand and a calculation of the amount thereof in reasonabledetail, a copy of which shall be furnished to the Administrative Agent), theLoan Parties shall pay to such Lender such additional amount as will compensatesuch Lender or such controlling Person for such reduction so long as suchamounts have accrued on or after the day which is 180 days prior to the date onwhich such Lender first made demand therefor.

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## 8.2           Basis forDetermining Interest Rate Inadequate or Unfair.   If:

#### (a)           the AdministrativeAgent reasonably determines (which determination shall be binding andconclusive on the Loan Parties) that by reason of circumstances affecting theinterbank LIBOR market adequate and reasonable means do not exist forascertaining the applicable LIBOR Rate; or

#### (b)           the Required Lendersadvise the Administrative Agent that the LIBOR Rate as determined by theAdministrative Agent will not adequately and fairly reflect the cost to suchLenders of maintaining or funding LIBOR Loans for such Interest Period (takinginto account any amount to which such Lenders may be entitled under Section 8.1)or that the making or funding of LIBOR Loans has become impracticable as aresult of an event occurring after the date of this Agreement which in theopinion of such Lenders materially affects such Loans;

then the Administrative Agent shallpromptly notify the other parties thereof and, so long as such circumstancesshall continue, (i) no Lender shall be under any obligation to make orconvert any Base Rate Loans into LIBOR Loans and (ii) on the last day ofthe current Interest Period for each LIBOR Loan, such Loan shall, unless thenrepaid in full, automatically convert to a Base Rate Loan.

## 8.3           Changes in LawRendering LIBOR Loans Unlawful.   If any change in, or the adoption ofany new, law orregulation, or any change in the interpretation of any applicable law orregulation by any governmental or other regulatory body charged with the administrationthereof, should make it (or in the good faith judgment of any Lender cause asubstantial question as to whether it is) unlawful for any Lender to make,maintain or fund LIBOR Loans, then such Lender shall promptly notify each ofthe other parties hereto and, so long as such circumstances shall continue, (a) suchLender shall have no obligation to make or convert any Base Rate Loan into aLIBOR Loan (but shall make Base Rate Loans concurrently with the making of orconversion of Base Rate Loans into LIBOR Loans by the Lenders which are not soaffected, in each case in an amount equal to the amount of LIBOR Loans whichwould be made or converted into by such Lender at such time in the absence ofsuch circumstances) and (b) on the last day of the current Interest Periodfor each LIBOR Loan of such Lender (or, in any event,  on such earlier date as may be required bythe relevant law, regulation or interpretation), such LIBOR Loan shall, unlessthen repaid in full, automatically convert to a Base Rate Loan. Each Base RateLoan made by a Lender which, but for the circumstances described in theforegoing sentence, would be a LIBOR Loan (an “Affected Loan”) shallremain outstanding for the period corresponding to the Group of LIBOR Loans ofwhich such Affected Loan would be a part absent such circumstances.

## 8.4           Funding Losses.   TheLoan Parties hereby agree that upon demand by any Lender (which demand shall be accompanied by a statement setting forththe basis for the amount being claimed, a copy of which shall be furnished tothe Administrative Agent), the Loan Parties will indemnify such Lender againstany net loss or expense which such Lender may sustain or incur (including anynet loss or expense incurred by reason of the liquidation or reemployment ofdeposits or other funds acquired by such Lender to fund or maintain any LIBORLoan), as 

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reasonably determined bysuch Lender, as a result of (a) any payment, prepayment or conversion ofany LIBOR Loan of such Lender on a date other than the last day of an InterestPeriod for such Loan (including any conversion pursuant to Section 8.3)or (b) any failure of the Loan Parties to borrow, convert or continue anyLoan on a date specified therefor in a notice of borrowing, conversion orcontinuation pursuant to this Agreement. For this purpose, all notices to theAdministrative Agent pursuant to this Agreement shall be deemed to beirrevocable.

## 8.5           Right of Lendersto Fund through Other Offices.   Each Lender may, if it so elects,fulfill its commitmentas to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender tomake such Loan; provided that in such event for the purposes of thisAgreement such Loan shall be deemed to have been made by such Lender and theobligation of the Loan Parties to repay such Loan shall nevertheless be to suchLender and shall be deemed held by it, to the extent of such Loan, for theaccount of such branch or Affiliate.

## 8.6           Discretion ofLenders as to Manner of Funding.   Notwithstanding any provision ofthis Agreement to thecontrary, each Lender shall be entitled to fund and maintain its funding of allor any part of its Loans in any manner it sees fit, it being understood,however, that for the purposes of this Agreement all determinations hereundershall be made as if such Lender had actually funded and maintained each LIBORLoan during each Interest Period for such Loan through the purchase of depositshaving a maturity corresponding to such Interest Period and bearing an interestrate equal to the LIBOR Rate for such Interest Period.

## 8.7           Mitigation ofCircumstances; Replacement of Lenders.   (a)   Each Lender shallpromptly notify theCompany and the Administrative Agent of any event of which it has knowledgewhich will result in, and will use reasonable commercial efforts available toit (and not, in such Lender’s sole judgment, otherwise disadvantageous to suchLender) to mitigate or avoid, (i) any obligation by the Loan Parties topay any amount pursuant to Sections 7.6 or 8.1 or (ii) theoccurrence of any circumstances described in Sections 8.2 or 8.3(and, if any Lender has given notice of any such event described in clause (i) or(ii) above and thereafter such event ceases to exist, such Lender shallpromptly so notify the Company and the Administrative Agent). Without limitingthe foregoing, each Lender will designate a different funding office if suchdesignation will avoid (or reduce the cost to the Loan Parties of) any eventdescribed in clause (i) or (ii) above and such designation will not,in such Lender’s sole judgment, be otherwise disadvantageous to such Lender.

#### (b)           If the Loan Partiesbecome obligated to pay additional amounts to any Lender pursuant to Sections7.6 or 8.1, or any Lender gives notice of the occurrence of anycircumstances described in Sections 8.2 or 8.3, the Company maydesignate another bank which is acceptable to the Administrative Agent and theIssuing Lender in their reasonable discretion (such other bank being called a “ReplacementLender”) to purchase the Loans of such Lender and such Lender’s rightshereunder, without recourse to or warranty by, or expense to, such Lender, fora purchase price equal to the outstanding principal amount of the Loans payableto such Lender plus any accrued but unpaid interest on such Loans and allaccrued but unpaid fees owed to such Lender and any other amounts payable tosuch Lender under this Agreement, and to assume all the obligations of suchLender hereunder, and, upon such purchase and assumption 

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#### (pursuant to an Assignment Agreement), such Lender shall no longer be aparty hereto or have any rights hereunder (other than rights with respect toindemnities and similar rights applicable to such Lender prior to the date ofsuch purchase and assumption) and shall be relieved from all obligations to theLoan Parties hereunder, and the Replacement Lender shall succeed to the rightsand obligations of such Lender hereunder.

## 8.8           Conclusiveness ofStatements; Survival of Provisions.   Determinations and statements ofany Lender pursuant to Sections8.1, 8.2, 8.3 or 8.4 shall be conclusive absentdemonstrable error. Lenders may use reasonable averaging and attributionmethods in determining compensation under Sections 8.1 and 8.4,and the provisions of such Sections shall survive repayment of the Obligations,cancellation of any Notes, expiration or termination of the Letters of Credit andtermination of this Agreement.

# SECTION 9            REPRESENTATIONS AND WARRANTIES.

To induce the Administrative Agent and the Lenders toenter into this Agreement and to induce the Lenders to make Loans and issue andparticipate in Letters of Credit hereunder, the Loan Parties represent andwarrant to the Administrative Agent and the Lenders that:

## 9.1           Organization.   EachLoan Party is validly existing and in good standing under the laws of itsjurisdiction of organization; andeach Loan Party is duly qualified to do business in each jurisdiction where,because of the nature of its activities or properties, such qualification isrequired, except for such jurisdictions where the failure to so qualify wouldnot have a Material Adverse Effect.

## 9.2           Authorization; NoConflict.   Each Loan Party is duly authorized to execute and delivereach Loan Document to whichit is a party, the Loan Parties are duly authorized to borrow monies hereunderand each Loan Party is duly authorized to perform each other Obligation undereach Loan Document to which it is a party. The execution, delivery andperformance by each Loan Party of each Loan Document to which it is a party,and the borrowings by the Loan Parties hereunder, do not and will not (a) requireany consent or approval of any governmental agency or authority (other than anyconsent or approval which has been obtained and is in full force and effect), (b) conflictwith (i) any provision of law, (ii) the charter, by-laws or otherorganizational documents of any Loan Party or (iii) any agreement,indenture, instrument or other document, or any judgment, order or decree,which is binding upon any Loan Party or any of their respective properties or (c) require,or result in, the creation or imposition of any Lien on any asset of any LoanParty (other than Liens in favor of the Administrative Agent created pursuantto the Collateral Documents).

## 9.3           Validity andBinding Nature.   Each of this Agreement and each other Loan Documentto which any Loan Party is aparty is the legal, valid and binding obligation of such Person, enforceableagainst such Person in accordance with its terms, subject to bankruptcy,insolvency and similar laws affecting the enforceability of creditors’ rightsgenerally and to general principles of equity.

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## 9.4           FinancialCondition.   The audited consolidated financial statements of the LoanParties as at Company’s FiscalYear End, 2005, copies of which have been delivered to the AdministrativeAgent, were prepared in accordance with GAAP and present fairly theconsolidated financial condition of the Loan Parties as at such date and theresults of their operations for the period then ended.

## 9.5           No MaterialAdverse Change.   Since the date of the Company’s last financialstatement audit, there hasbeen no material adverse change in the financial condition, operations, assets,business, properties of the Loan Parties taken as a whole.

## 9.6           Litigation andContingent Liabilities.   No litigation (including derivative actions),arbitration proceedingor governmental investigation or proceeding is pending or, to the Company’sknowledge, threatened against any Loan Party which might reasonably be expectedto have a Material Adverse Effect, except as set forth in Schedule 9.6. Otherthan any liability incident to such litigation or proceedings, no Loan Partyhas any material contingent liabilities not listed on Schedule 9.6 orpermitted by Section 11.1.

## 9.7           Ownership ofProperties; Liens.   Each Loan Party owns good and, in the case of realproperty,  marketable title to all of itsproperties and assets, real and personal, tangible and intangible, of anynature whatsoever (including patents, trademarks, trade names, service marksand copyrights), free and clear of all Liens, charges and claims (includinginfringement claims with respect to patents, trademarks, service marks,copyrights and the like) except as permitted by Section 11.2.

## 9.8           Equity Ownership;Subsidiaries.   All issued and outstanding Capital Securities of eachLoan Party are dulyauthorized and validly issued, fully paid, non-assessable, and, other than withrespect to the Company, free and clear of all Liens other than those in favorof the Administrative Agent, and such securities were issued in compliance withall applicable state and federal laws concerning the issuance of securities. Schedule9.8 sets forth the authorized Capital Securities of each Loan Party as ofthe Closing Date. All of the issued and outstanding Capital Securities of eachWholly-Owned Subsidiary are, directly or indirectly, owned by the Company. Asof the Closing Date, except as set forth on Schedule 9.8, there are nopre-emptive or other outstanding rights, options, warrants, conversion rightsor other similar agreements or understandings for the purchase or acquisitionof any Capital Securities of any Loan Party.

## 9.9           Pension Plans.   (a)   TheUnfunded Liability of all Pension Plans does not in the aggregate exceed twenty percent of the Total Plan Liability forall such Pension Plans. Each Pension Plan complies in all material respectswith all applicable requirements of law and regulations. No contributionfailure under Section 412 of the Code, Section 302 of ERISA or theterms of any Pension Plan has occurred with respect to any Pension Plan,sufficient to give rise to a Lien under Section 302(f) of ERISA, orotherwise to have a Material Adverse Effect. There are no pending or, to theknowledge of Company, threatened, claims, actions, investigations or lawsuitsagainst any Pension Plan, any fiduciary of any Pension Plan, or Company orother any member of the Controlled Group with respect to a Pension Plan or aMultiemployer Pension Plan which could reasonably be expected to have aMaterial Adverse Effect. Neither the Company 

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nor any other member ofthe Controlled Group has engaged in any prohibited transaction (as defined in Section 4975of the Code or Section 406 of ERISA) in connection with any Pension Planor Multiemployer Pension Plan which would subject that Person to any materialliability. Within the past five years, neither the Company nor any other memberof the Controlled Group has engaged in a transaction which resulted in aPension Plan with an Unfunded Liability being transferred out of the ControlledGroup, which could reasonably be expected to have a Material Adverse Effect. NoTermination Event has occurred or is reasonably expected to occur with respectto any Pension Plan, which could reasonably be expected to have a MaterialAdverse Effect.

#### (b)           Allcontributions (if any) have been made to any Multiemployer Pension Plan thatare required to be made by the Company or any other member of the ControlledGroup under the terms of the plan or of any collective bargaining agreement orby applicable law; neither the Company nor any other member of the ControlledGroup has withdrawn or partially withdrawn from any Multiemployer Pension Plan,incurred any withdrawal liability with respect to any such plan or receivednotice of any claim or demand for withdrawal liability or partial withdrawalliability from any such plan, and no condition has occurred which, ifcontinued, could result in a withdrawal or partial withdrawal from any suchplan; and neither the Company nor any other member of the Controlled Group hasreceived any notice that any Multiemployer Pension Plan is in reorganization,that increased contributions may be required to avoid a reduction in planbenefits or the imposition of any excise tax, that any such plan is or has beenfunded at a rate less than that required under Section 412 of the Code,that any such plan is or may be terminated, or that any such plan is or maybecome insolvent.

## 9.10         InvestmentCompany Act.   No Loan Party is an “investment company” or a company “controlled”by an “investment company” or a“subsidiary” of an “investment company,” within the meaning of the InvestmentCompany Act of 1940.

## 9.11         PublicUtility Holding Company Act.   No Loan Party is a “holding company”, ora “subsidiary company” ofa “holding company,” or an “affiliate” of a “holding company” or of a “subsidiarycompany” of a “holding company,” within the meaning of the Public Utility HoldingCompany Act of 1935.

## 9.12         RegulationU.   The Loan Parties are not engaged principally, or as one of theirimportant activities, in the business ofextending credit for the purpose of purchasing or carrying Margin Stock.

## 9.13         Taxes.   EachLoan Party has timely filed all tax returns and reports required by law to havebeen filed by it and has paid all taxes andgovernmental charges due and payable with respect to such return, except anysuch taxes or charges which are being diligently contested in good faith byappropriate proceedings and for which adequate reserves in accordance with GAAPshall have been set aside on its books. The Loan Parties have made adequatereserves on their books and records in accordance with GAAP for all taxes thathave accrued but which are not yet due and payable. No Loan Party hasparticipated in any transaction that relates to a year of the taxpayer (whichis still open under the applicable statute of limitations) which is a 

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“reportable transaction”within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespectiveof the date when the transaction was entered into).

## 9.14         Solvency,etc.   On the Closing Date, and immediately prior to and after givingeffect to the issuance of each Letter ofCredit and each borrowing hereunder and the use of the proceeds thereof, withrespect to each Loan Party, individually, (a) the fair value of its assetsis greater than the amount of its liabilities (including disputed, contingentand unliquidated liabilities) as such value is established and liabilitiesevaluated in accordance with GAAP, (b) the present fair saleable value ofits assets is not less than the amount that will be required to pay theprobable liability on its debts as they become absolute and matured, (c) itis able to realize upon its assets and pay its debts and other liabilities(including disputed, contingent and unliquidated liabilities) as they mature inthe normal course of business, (d) it does not intend to, and does notbelieve that it will, incur debts or liabilities beyond its ability to pay assuch debts and liabilities mature and (e) it is not engaged in business ora transaction, and is not about to engage in business or a transaction, forwhich its property would constitute unreasonably small capital.

## 9.15         EnvironmentalMatters. The on-going operations of each Loan Party comply in all respectswith all Environmental Laws,except such non-compliance which could not (if enforced in accordance withapplicable law) reasonably be expected to result, either individually or in theaggregate, in a Material Adverse Effect. Each Loan Party has obtained, andmaintained in good standing, all licenses, permits, authorizations,registrations and other approvals required under any Environmental Law andrequired for their respective ordinary course operations, and for theirreasonably anticipated future operations, and each Loan Party is in compliancewith all terms and conditions thereof, except where the failure to do so couldnot reasonably be expected to result in material liability to any Loan Partyand could not reasonably be expected to result, either individually or in theaggregate, in a Material Adverse Effect. No Loan Party or any of its propertiesor operations is subject to, or reasonably anticipates the issuance of, anywritten order from or agreement with any Federal, state or local governmentalauthority, nor subject to any judicial or docketed administrative or otherproceeding, respecting any Environmental Law, Environmental Claim or HazardousSubstance. There are no Hazardous Substances or other conditions orcircumstances existing with respect to any property, arising from operationsprior to the Closing Date, or relating to any waste disposal, of any Loan Partythat would reasonably be expected to result, either individually or in theaggregate, in a Material Adverse Effect. No Loan Party has any undergroundstorage tanks that are not properly registered or permitted under applicableEnvironmental Laws or that at any time have released, leaked, disposed of orotherwise discharged Hazardous Substances.

## 9.16         Insurance.Set forth on Schedule 9.16 is a complete and accurate summary of theproperty and casualty insurance program ofthe Loan Parties as of the Closing Date (including the names of all insurers,policy numbers, expiration dates, amounts and types of coverage, annualpremiums, exclusions, deductibles, self-insured retention, and a description inreasonable detail of any self-insurance program, retrospective rating plan,fronting arrangement or other risk assumption arrangement involving any LoanParty). Each Loan Party and its properties are insured with financially soundand reputable insurance companies which are not Affiliates of the Loan Parties,in such amounts, with such deductibles and covering such risks as arecustomarily 

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carried by companiesengaged in similar businesses and owning similar properties in localities wheresuch Loan Parties operate.

## 9.17         RealProperty.   Set forth on Schedule 9.17 is a complete andaccurate list, as of the Closing Date, of the address of all real property owned orleased by any Loan Party, together with, in the case of leased property, thename and mailing address of the lessor of such property.

## 9.18         Information.   Tothe knowledge of the Loan Parties, all information heretofore orcontemporaneously herewith furnished inwriting by any Loan Party to the Administrative Agent or any Lender forpurposes of or in connection with this Agreement and the transactionscontemplated hereby is, and all written information hereafter furnished by oron behalf of any Loan Party to the Administrative Agent or any Lender pursuanthereto or in connection herewith will be, true and accurate in every materialrespect on the date as of which such information is dated or certified, andnone of such information is or will be incomplete by omitting to state anymaterial fact necessary to make such information not misleading in light of thecircumstances under which made (it being recognized by the Administrative Agentand the Lenders that any projections and forecasts provided by the Company arebased on good faith estimates and assumptions believed by the Company to bereasonable as of the date of the applicable projections or assumptions and thatactual results during the period or periods covered by any such projections andforecasts may differ from projected or forecasted results).

## 9.19         IntellectualProperty.   Each Loan Party owns and possesses or has a license orother right to use all patents,patent rights, trademarks, trademark rights, trade names, trade name rights,service marks, service mark rights and copyrights as are necessary for theconduct of the businesses of the Loan Parties, without any infringement uponrights of others which could reasonably be expected to have a Material AdverseEffect.

## 9.20         BurdensomeObligations.   No Loan Party is a party to any agreement or contract orsubject to any restrictioncontained in its organizational documents which could reasonably be expected tohave a Material Adverse Effect.

## 9.21         LaborMatters.   Except as set forth on Schedule 9.21, no Loan Partyis subject to any labor or  collective bargaining agreement. There are noexisting or threatened strikes, lockouts or other labor disputes involving anyLoan Party that singly or in the aggregate could reasonably be expected to havea Material Adverse Effect. Hours worked by and payment made to employees of theLoan Parties are not in violation of the Fair Labor Standards Act or any otherapplicable law, rule or regulation dealing with such matters.

## 9.22         NoDefault.   No Event of Default or Unmatured Event of Default exists orwould result from the incurrence by anyLoan Party of any Debt hereunder or under any other Loan Document.

## 9.23         Compliance with Health Care Laws.   Each Loan Party shall conduct its businessin compliance in all materialrespects with all Health Care Laws applicable to such Loan Party’s business.Each Loan Party shall act promptly and appropriately to respond to andremediate any 

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violationof any Health Care Law of which it has knowledge. Each Loan Party shallpromptly report to the Administrative Agent, any such violation and any suchresponse and remediation.

## 9.24         Reserved.

# SECTION 10          AFFIRMATIVE COVENANTS.

Until the expiration or termination of the Commitmentsand thereafter until all Obligations hereunder and under the other LoanDocuments are paid in full and all Letters of Credit have been terminated, theCompany agrees that, unless at any time the Required Lenders shall otherwiseexpressly consent in writing, it will:

## 10.1         Reports,Certificates and Other Information.   Furnish to the AdministrativeAgent and each Lender:

### 10.1.1      Annual Report.   (a)   Promptly when available and in any event within 90days after the close of each FiscalYear, a copy of the Company’s Form 10-K, which includes the annual audit report of the Loan Parties for suchFiscal Year, including therein consolidated balance sheets and statements ofearnings and cash flows of the Loan Parties as at the end of such FiscalYear,  certified without adversereference to going concern value and without qualification by independentauditors of recognized standing selected by the Company and reasonablyacceptable to the Administrative Agent, together with (i) a writtenstatement from such accountants to the effect that in making the examinationnecessary for the signing of such annual audit report by such accountants,nothing came to their attention that caused them to believe that the Companywas not in compliance with any provision of Sections 11.1, 11.3, 11.4or 11.14 of this Agreement insofar as such provision relates toaccounting matters or, if something has come to their attention that causedthem to believe that the Company was not in compliance with any such provision,describing such non-compliance in reasonable detail and (ii) a comparisonwith the previous Fiscal Year; and (b) promptly upon request by theAdministrative Agent, a consolidating balance sheet of the Loan Parties as ofthe end of such Fiscal Year and consolidating statement of earnings and cashflows for the Loan Parties for such Fiscal Year, certified by a Senior Officerof the Company.

### 10.1.2      Interim Reports.   (a)   Promptly when available and in any event within 45days after the end of each FiscalQuarter, a copy of the Company’s Form 10-Q, which includes consolidated balance sheets of the Loan Parties asof the end of such Fiscal Quarter, together with consolidated statements ofearnings and cash flows for such Fiscal Quarter and for the period beginningwith the first day of such Fiscal Year and ending on the last day of suchFiscal Quarter, together with a comparison with the corresponding period of theprevious Fiscal Year, certified by a Senior Officer of the Company; (b) promptlyupon request by the Administrative Agent, consolidating balance sheets of theLoan Parties as of the end of the immediately preceding Fiscal Quarter,together with consolidating statements of earnings and cash flows for suchFiscal Quarter; and (c) promptly when available and in any event within 30days after the end of each month, consolidated and consolidating balance sheetsof the Loan Parties as of the end of such month, together with consolidatedstatements of earnings and a consolidated statement of cash flows for suchmonth and for the period beginning with the first day of such 

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FiscalYear and ending on the last day of such month, together with a comparison withthe corresponding period of the previousFiscal Year, certified by a SeniorOfficer of the Company.

### 10.1.3      Compliance Certificates.   Contemporaneouslywith the furnishing of a copy of each annual audit report pursuant to Section 10.1.1and each set of quarterly statements pursuant to Section 10.1.2, aduly completed compliance certificate in the form of Exhibit B,with appropriate insertions, dated the date of such annual report or suchquarterly statements and signed by a Senior Officer of the Company, containinga computation of each of the financial ratios and restrictions set forth in Section 11.14and to the effect that such officer has not become aware of any Event ofDefault or Unmatured Event of Default that has occurred and is continuing or,if there is any such event, describing it and the steps, if any, being taken tocure it.

### 10.1.4      Reportsto the SEC and to Shareholders.   Promptly upon the filing or sendingthereof, copies of all regular,periodic or special reports of any Loan Party filed with the SEC; copies of allregistration statements of any Loan Party filed with the SEC (other than on Form S-8);and copies of all proxy statements or other communications made to securityholders generally.

### 10.1.5      Noticeof Default, Litigation and ERISA Matters.   Within five Business Daysof becoming aware of any ofthe following, written notice describing the same and the steps being taken bythe Company or the Subsidiary affected thereby with respect thereto:

#### (a)           the occurrence of anEvent of Default or an Unmatured Event of Default;

#### (b)           any litigation,arbitration or governmental investigation or proceeding not previouslydisclosed by the Company to the Lenders which has been instituted or, to theknowledge of the Company, is threatened against any Loan Party or to which anyof the properties of any thereof is subject, in each case which mightreasonably be expected to have a Material Adverse Effect;

#### (c)           the institution ofany steps by any member of the Controlled Group or any other Person toterminate any Pension Plan, or the failure of any member of the ControlledGroup to make a required contribution to any Pension Plan (if such failure issufficient to give rise to a Lien under Section 302(f) of ERISA) orto any Multiemployer Pension Plan, or the taking of any action with respect toa Pension Plan which could result in the requirement that the Company furnish abond or other security to the PBGC or such Pension Plan, or the occurrence ofany event with respect to any Pension Plan or Multiemployer Pension Plan whichcould result in the incurrence by any member of the Controlled Group of anymaterial liability, fine or penalty (including any claim or demand forwithdrawal liability or partial withdrawal from any Multiemployer PensionPlan), or any material increase in the contingent liability of the Company withrespect to any post-retirement welfare benefit plan or other employee benefitplan of the Company or another member of the Controlled Group, or any noticethat any Multiemployer Pension Plan is in reorganization, that increasedcontributions may be required to avoid a reduction in plan benefits or theimposition of an excise tax, that any such plan is or has 

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#### been funded ata rate less than that required under Section 412 of the Code, that anysuch plan is or may be terminated, or that any such plan is or may becomeinsolvent;

#### (d)           any cancellation ormaterial adverse change in any insurance maintained by any Loan Party; or

#### (e)           any other event(including any violation of any Environmental Law or the assertion of anyEnvironmental Claim) which might reasonably be expected to have a MaterialAdverse Effect.

### 10.1.6      Reserved.

### 10.1.7      ManagementReports.   Promptly upon receipt thereof, copies of all detailedfinancial and management reportssubmitted to the Company by independent auditors in connection with each annualor interim audit made by such auditors of the books of the Company.

### 10.1.8      Projections.   Assoon as practicable, and in any event not later than 30 days after thecommencement of each Fiscal Year,financial projections for the Loan Parties for such Fiscal Year (includingmonthly operating and cash flow budgets) prepared in a manner consistent withthe projections delivered by the Company to the Lenders prior to the ClosingDate or otherwise in a manner reasonably satisfactory to the AdministrativeAgent, accompanied by a certificate of a Senior Officer of the Company onbehalf of the Company to the effect that (a) such projections wereprepared by the Company in good faith, (b) the Company has a reasonablebasis for the assumptions contained in such projections and (c) such projectionshave been prepared in accordance with such assumptions.

### 10.1.9      SubordinatedDebt Notices.   Promptly following receipt, copies of any notices(including notices of defaultor acceleration) received from any holder or trustee of, under or with respect toany Subordinated Debt.

### 10.1.10          Other Information.   Promptlyfrom time to time, such other information concerning the Loan Parties as any Lender or the AdministrativeAgent may reasonably request.

## 10.2         Books,Records and Inspections.   Keep, and cause each other Loan Party tokeep, its books and records in accordancewith sound business practices sufficient to allow the preparation of financialstatements in accordance with GAAP; permit, and cause each other Loan Party topermit, any Lender or the Administrative Agent or any representative thereof toinspect the properties and operations of the Loan Parties; and permit, andcause each other Loan Party to permit, at any reasonable time and withreasonable notice (or at any time without notice if an Event of Defaultexists), any Lender or the Administrative Agent or any representative thereofto visit any or all of its offices, to discuss its financial matters with itsofficers and its independent auditors (and the Company hereby authorizes suchindependent auditors to discuss such financial matters with any Lender or theAdministrative Agent or any representative thereof), and to examine (and, atthe expense of the Loan Parties, photocopy extracts from) any of its books orother records; and permit, and cause each other Loan Party to permit, theAdministrative Agent 

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and its representativesto inspect the Inventory and other tangible assets of the Loan Parties, toperform appraisals of the equipment of the Loan Parties, and to inspect, audit,check and make copies of and extracts from the books, records, computer data,computer programs, journals, orders, receipts, correspondence and other datarelating to Inventory, Accounts and any other collateral. All such inspectionsor audits by the Administrative Agent shall be at the Loan Parties’ expense, provided that so long as no Event ofDefault or Unmatured Event of Default exists, the Loan Parties shall not berequired to reimburse the Administrative Agent for inspections or audits morefrequently than once each Fiscal Year.

## 10.3         Maintenanceof Property; Insurance.   (a)   Keep, and cause each other LoanParty to keep, all property usefuland necessary in the business of the Loan Parties in good working order andcondition, ordinary wear and tear excepted.

#### (b)           Maintain,and cause each other Loan Party to maintain, with responsible insurancecompanies, such insurance coverage as may be required by any law orgovernmental regulation or court decree or order applicable to it and suchother insurance, to such extent and against such hazards and liabilities, as iscustomarily maintained by companies similarly situated, but which shall insureagainst all risks and liabilities of the type identified on Schedule 9.16and shall have insured amounts no less than, and deductibles no higher than,those set forth on such schedule; and, upon request of the Administrative Agentor any Lender, furnish to the Administrative Agent or such Lender a certificatesetting forth in reasonable detail the nature and extent of all insurancemaintained by the Loan Parties. The Company shall (i) cause each issuer ofan insurance policy to provide the Administrative Agent with an endorsement (i) showingthe Administrative Agent as loss payee with respect to each policy of propertyor casualty insurance and [(ii) shall use reasonable efforts to provide theAdministrative Agent with an endorsement] naming the Administrative Agent as anadditional insured with respect to each policy of liability insurance, (ii) providingthat 30 days’ notice will be given to the Administrative Agent prior to anycancellation of, material reduction or change in coverage provided by or othermaterial modification to such policy and (iii) reasonably acceptable inall other respects to the Administrative Agent. The Company shall execute anddeliver to the Administrative Agent a collateral assignment, in form andsubstance satisfactory to the Administrative Agent, of each key man insurancepolicy maintained by the Company.

#### **(c)           UNLESSTHE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCECOVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY PURCHASEINSURANCE AT THE COMPANY’S EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT’S ANDTHE LENDERS’ INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT,PROTECT ANY LOAN PARTY’S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENTPURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY INCONNECTION WITH THE COLLATERAL. THE COMPANY MAY LATER CANCEL ANY INSURANCEPURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THEADMINISTRATIVE AGENT WITH EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE ASREQUIRED BY THIS AGREEMENT. IF THE**

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**ADMINISTRATIVEAGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE COMPANY WILL BE RESPONSIBLEFOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BEIMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THECANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BEADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THEINSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN PARTIES MAY BEABLE TO OBTAIN ON THEIR OWN.**

## 10.4         Compliancewith Laws; Payment of Taxes and Liabilities.   (a)   Comply, andcause each other Loan Party tocomply, in all material respects with all applicable laws, rules, regulations,decrees, orders, judgments, licenses and permits, except where failure tocomply could not reasonably be expected to have a Material Adverse Effect; (b) withoutlimiting clause (a) above, ensure, and cause each other Loan Partyto ensure, that no person who owns a controlling interest in or otherwisecontrols a Loan Party is or shall be (i) listed on the SpeciallyDesignated Nationals and Blocked Person List maintained by the Office ofForeign Assets Control (“OFAC”), Department of the Treasury, and/or anyother similar lists maintained by OFAC pursuant to any authorizing statute,Executive Order or regulation or (ii) a person designated under Section 1(b),(c) or (d) of Executive Order No. 13224 (September 23,2001), any related enabling legislation or any other similar Executive Orders, (c) withoutlimiting clause (a) above, comply, and cause each other Loan Partyto comply, with all applicable Bank Secrecy Act (“BSA”) and anti-moneylaundering laws and regulations and (d) pay, and cause each other LoanParty to pay, prior to delinquency, all taxes and other governmental chargesagainst it or any collateral, as well as claims of any kind which, if unpaid,could become a Lien on any of its property; provided that the foregoingshall not require any Loan Party to pay any such tax or charge so long as itshall contest the validity thereof in good faith by appropriate proceedings andshall set aside on its books adequate reserves with respect thereto inaccordance with GAAP and, in the case of a claim which could become a Lien onany collateral, such contest proceedings shall stay the foreclosure of suchLien or the sale of any portion of the collateral to satisfy such claim.

## 10.5         Maintenanceof Existence, etc.   Maintain and preserve, and (subject to Section 11.5)cause each other LoanParty to maintain and preserve, (a) its existence and good standing in thejurisdiction of its organization and (b) its qualification to do businessand good standing in each jurisdiction where the nature of its business makessuch qualification necessary (other than such jurisdictions in which thefailure to be qualified or in good standing could not reasonably be expected tohave a Material Adverse Effect).

## 10.6         Useof Proceeds.   Use the proceeds of the Loans, and the Letters ofCredit, solely for working capital purposes,for Acquisitions permitted by Section 11.5, for CapitalExpenditures and for other general business purposes; and not use or permit anyproceeds of any Loan to be used, either directly or indirectly, for thepurpose, whether immediate, incidental or ultimate, of “purchasing or carrying”any Margin Stock.

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## 10.7         Employee BenefitPlans.

#### (a)           Maintain, and causeeach other member of the Controlled Group to maintain, each Pension Plan insubstantial compliance with all applicable requirements of law and regulations.

#### (b)           Make, and cause eachother member of the Controlled Group to make, on a timely basis, all requiredcontributions to any Multiemployer Pension Plan.

#### (c)           Not, and not permitany other member of the Controlled Group to (i) seek a waiver of theminimum funding standards of ERISA, (ii) terminate or withdraw from anyPension Plan or Multiemployer Pension Plan or (iii) take any other actionwith respect to any Pension Plan that would reasonably be expected to entitlethe PBGC to terminate, impose liability in respect of, or cause a trustee to beappointed to administer, any Pension Plan, unless the actions or eventsdescribed in clauses (i), (ii) and (iii) individually or in theaggregate would not have a Material Adverse Effect.

## 10.8         EnvironmentalMatters.   If any release or threatened release or other disposal ofHazardous Substances shalloccur or shall have occurred on any real property or any other assets of anyLoan Party, the Company shall, or shall cause the applicable Loan Party to,cause the prompt containment and removal of such Hazardous Substances and theremediation of such real property or other assets as necessary to comply withall Environmental Laws and to preserve the value of such real property or otherassets. Without limiting the generality of the foregoing, the Company shall,and shall cause each other Loan Party to, comply with any Federal or statejudicial or administrative order requiring the performance at any real propertyof any Loan Party of activities in response to the release or threatenedrelease of a Hazardous Substance. To the extent that the transportation ofHazardous Substances is permitted by this Agreement, the Company shall, andshall cause its Subsidiaries to, dispose of such Hazardous Substances, or ofany other wastes, only at licensed disposal facilities operating in compliancewith Environmental Laws.

## 10.9         Further Assurances.   Take,and cause each other Loan Party to take, such actions as are necessary or asthe Administrative Agent or theRequired Lenders may reasonably request from time to time to ensure that theObligations of each Loan Party under the Loan Documents are secured bysubstantially all of the assets of the Company and each domestic Subsidiary (aswell as all Capital Securities of each domestic Subsidiary and 65% of allCapital Securities of each direct foreign Subsidiary and including, upon theacquisition or creation thereof, any Subsidiary acquired or created after theClosing Date), in each case as the Administrative Agent may determine,including (a) the execution and delivery of a counterpart agreementrelating to this Agreement, guaranties, security agreements, pledge agreements,mortgages, deeds of trust, financing statements and other documents, and thefiling or recording of any of the foregoing and (b) the delivery ofcertificated securities and other Collateral with respect to which perfectionis obtained by possession.

## 10.10       Reserved.

10.11       Reserved.

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## 10.12       Syndication.   (a)   Enterinto such modifications to the Loan Documents as the Administrative Agent may reasonably request as necessary for theinitial syndication of the Loans and the Commitments, (b) allow theAdministrative Agent to conduct a field examination of the Loan Parties, theresults of which shall be satisfactory to the Administrative Agent in its solediscretion and (c) in the event such initial syndication shall prove to beimpracticable in the Administrative Agent’s reasonable determination, enterinto such modifications (including adjustments to the Base Rate Margin and/orLIBOR Margin) as the Administrative Agent may reasonably request as necessaryto make the syndication of the Loans and the Commitments reasonablypracticable.

# SECTION 11          NEGATIVE COVENANTS

Untilthe expiration or termination of the Commitments and thereafter until allObligations hereunder and under the other Loan Documents are paid in full andall Letters of Credit have been terminated, the Company agrees that, unless atany time the Required Lenders shall otherwise expressly consent in writing, itwill:

## 11.1         Debt.   Not,and not permit any other Loan Party to, create, incur, assume or suffer toexist any Debt, except:

#### (a)           Obligations underthis Agreement and the other Loan Documents;

#### (b)           Debt secured byLiens permitted by Section 11.2(d), and extensions, renewals andrefinancings thereof; provided that the aggregate amount of all suchDebt at any time outstanding shall not exceed $5,000,000;

#### (c)           Debt of the Companyto any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-OwnedSubsidiary to the Company or another domestic Wholly-Owned Subsidiary; providedthat such debt shall be subordinate to the Obligations of the Companyhereunder;

#### (d)           Subordinated Debt;

#### (e)           Hedging Obligationsapproved by Administrative Agent and incurred in favor of a Lender or an Affiliatethereof for bona fide hedging purposes and not for speculation;

#### (f)            Debt described on Schedule11.1 and any extension, renewal or refinancing thereof so long as theprincipal amount thereof is not increased;

#### (g)           the Debt to beRepaid (so long as such Debt is repaid on the Closing Date with the proceeds ofthe initial Loans hereunder);

#### (h)           ContingentLiabilities arising with respect to customary indemnification obligations infavor of sellers or which need not be recorded as liabilities on a balance 

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#### sheet inaccordance with GAAP in connection with Acquisitions permitted under Section 11.5and purchasers in connection with dispositions permitted under Section 11.5;and

#### (i)            other unsecuredsubordinated Debt, in addition to the Debt listed above, in an aggregateoutstanding amount not at any time exceeding $10,000,000 (or, in the case ofunsecured convertible notes, in an aggregate outstanding amount not at any timeexceeding $100,000,000.

## 11.2         Liens.   Not,and not permit any other Loan Party or Option Care Enterprises, Inc., aPennsylvania corporation, to, create or permitto exist any Lien on any of its real or personal properties, assets or rightsof whatsoever nature (whether now owned or hereafter acquired), except:

#### (a)           Liens for taxes orother governmental charges not at the time delinquent or thereafter payablewithout penalty or being contested in good faith by appropriate proceedingsand, in each case, for which it maintains adequate reserves;

#### (b)           Liens arising in theordinary course of business (such as (i) Liens of carriers, warehousemen,mechanics and materialmen and other similar Liens imposed by law and (ii) Liensin the form of deposits or pledges incurred in connection with worker’s compensation,unemployment compensation and other types of social security (excluding Liensarising under ERISA) or in connection with surety bonds, bids, performancebonds and similar obligations) for sums not overdue or being contested in goodfaith by appropriate proceedings and not involving any advances or borrowedmoney or the deferred purchase price of property or services and, in each case,for which it maintains adequate reserves;

#### (c)           Liens described on Schedule11.2 as of the Closing Date;

#### (d)           subject to thelimitation set forth in Section 11.1(b), (i) Liens arising inconnection with Capital Leases (and attaching only to the property beingleased), (ii) Liens existing on property at the time of the acquisitionthereof by any Loan Party (and not created in contemplation of suchacquisition) and (iii) Liens that constitute purchase money securityinterests on any property securing debt incurred for the purpose of financingall or any part of the cost of acquiring such property, provided thatany such Lien attaches to such property within 20 days of the acquisitionthereof and attaches solely to the property so acquired;

#### (e)           attachments, appealbonds, judgments and other similar Liens, for sums not exceeding$5,000,000  arising in connection withcourt proceedings, provided the execution or other enforcement of suchLiens is effectively stayed and the claims secured thereby are being activelycontested in good faith and by appropriate proceedings;

#### (f)            easements, rightsof way, restrictions, minor defects or irregularities in title and othersimilar Liens not interfering in any material respect with the ordinary conductof the business of any Loan Party;

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#### (g)           Liens arising underthe Loan Documents;and

#### (h)           thereplacement, extension or renewal of any Lien permitted by clause (c) aboveupon or in the same property subject thereto arising out of the extension,renewal or replacement of the Debt secured thereby (without increase in theamount thereof).

## 11.3         OperatingLeases.   Not permit the aggregate amount of all rental payments underOperating Leases made (or scheduledto be made) by the Loan Parties (on a consolidated basis) to exceed $15,000,000****in any Fiscal Year.

## 11.4         Restricted Payments.   Not,and not permit any other Loan Party to, (a) purchase or redeem any of its Capital Securities, (b) withthe exception of annual payments to EJ Financial Enterprises Inc. not to exceed$200,000, pay any management fees or similar fees to any of its equityholdersor any Affiliate thereof, (c) make any redemption, prepayment, defeasance,repurchase or any other payment in respect of any Subordinated Debt or (d) setaside funds for any of the foregoing. Notwithstanding the foregoing, (i) so long as no Event of Default or UnmaturedEvent of Default exists or would result therefrom, the Company may redeemup to a maximum of $15,000,000 of (x) the 2.25% Convertible Senior Notesissued by the Company in the initial aggregate principal amount of $86,300,000on November 2, 2004 or (y) the Company’s equity securities;****(ii) the Company may make regularly scheduled paymentsof interest in respect of Subordinated Debt to the extent permitted under thesubordination provisions thereof; and (iii) the Company may pay cashdividends on its common Capital Securities on a basis consistent with its pastpractices.

## 11.5         Mergers,Consolidations, Sales.   Not, and not permit any other Loan Party to, (a) bea party to any merger orconsolidation, or purchase or otherwise acquire all or substantially all of theassets or any Capital Securities of any class of, or any partnership or jointventure interest in, any other Person, (b) sell, transfer, convey or leaseall or any substantial part of its assets or Capital Securities (including thesale of Capital Securities of any Subsidiary) except for sales of inventory inthe ordinary course of business, or (c) sell or assign with or withoutrecourse any receivables, except in the case of any of clauses (a) through(c) above for (i) any such merger, consolidation, sale, transfer,conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into theCompany or into any other domestic Wholly-Owned Subsidiary; (ii) any suchpurchase or other acquisition by the Company or any domestic Wholly-OwnedSubsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary; (iii) sales and dispositions of assets(including the Capital Securities of Subsidiaries) for at least fair marketvalue (as determined by the Board of Directors of the Company) so long as thenet book value of all assets sold or otherwise disposed of in any Fiscal Yeardoes not exceed 10% of the net book value of the consolidated assets of theLoan Parties as of the last day of the preceding Fiscal Year;****and (iv) any Acquisition by the Company or anydomestic Wholly-Owned Subsidiary where:

(A)   the business or division acquired are foruse, or the Person acquired is engaged, in the businesses engaged in by theLoan Parties on the Closing Date;

(B)   immediately before and after giving effectto such Acquisition, no Event of Default or Unmatured Event of Default shallexist;

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(C)   the aggregate consideration to be paid bythe Loan Parties (including any Debt assumed or issued in connection therewith,the amount thereof to be calculated in accordance with GAAP but excluding anycontingent liabilities which, as of the date of such Acquisition, need not berecorded as liabilities on a balance sheet of such Person in accordance withGAAP and the amount of any consideration paid in Capital Securities of theCompany) in connection with (i) such Acquisition (or any series of relatedAcquisitions) is less than $15,000,000 and (ii) all such Acquisitions inany Fiscal Year is less than $50,000,000;

(D)   immediately after giving effect to suchAcquisition, the Company is in pro forma compliance with all the financialratios and restrictions set forth in Section 11.14;

(E)   in the case of the Acquisition of anyPerson, the board of directors or similar governing body of such Person hasapproved such Acquisition;

(F)   reasonably prior to such Acquisition, theAdministrative Agent shall have received complete executed or conformed copiesof each material document, instrument and agreement to be executed in connectionwith such Acquisition together with all lien search reports and lien releaseletters and other documents as the Administrative Agent may require to evidencethe termination of Liens on the assets or business to be acquired;

(G)   not less than five Business Days prior tosuch Acquisition, the Administrative Agent shall have received an acquisitionsummary with respect to the Person and/or business or division to be acquired,such summary to include a reasonably detailed description thereof (including financialinformation) and operating results (including financial statements for the mostrecent 12 month period for which they are available and as otherwiseavailable), the terms and conditions, including economic terms, of the proposedAcquisition, and the Company’s calculation of pro forma EBITDA relatingthereto;

(H)   the Administrative Agent and RequiredLenders shall have approved the Company’s computation of pro forma EBITDA;

(I)   consents have been obtained in favor of theAdministrative Agent and the Lenders to the collateral assignment of rights andindemnities under the related acquisition documents and opinions of counsel forthe Loan Parties and (if delivered to the Loan Party) the selling party infavor of the Administrative Agent and the Lenders have been delivered;

(J)   within five Business Days of the closing ofsuch Acquisition, the target company (if such Acquisition is structured as apurchase of equity) or the Loan Party (if such Acquisition is structured as apurchase of assets or a merger and a Loan Party is the surviving entity)executes and delivers to Administrative Agent (a) such documents necessaryto grant to Administrative Agent for the benefit of the Lenders a firstpriority Lien in all of the assets of such target company or surviving company,and their respective Subsidiaries, each in form and substance satisfactory toAdministrative Agent and (b) an unlimited Guaranty of the Obligations, orat the option of Administrative Agent in Administrative Agent’s absolutediscretion, a joinder agreement satisfactory to Administrative Agent in which suchtarget company or surviving

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company, and theirrespective Subsidiaries becomes a borrower under this Agreement and assumesprimary, joint and several liability for the Obligations; and

(K)   if the Acquisition is structured as amerger, the Company or a Wholly-Owned Subsidiary is the surviving entity.

## 11.6         Modificationof Organizational Documents.   Not permit the charter, by-laws or otherorganizational documentsof any Loan Party to be amended or modified in any way which could reasonablybe expected to materially adversely affect the interests of the Lenders; notchange, or allow any Loan Party to change, its state of formation or itsorganizational form.

## 11.7         Transactionswith Affiliates.   Not, and not permit any other Loan Party to, enterinto, or cause, suffer or permitto exist any transaction, arrangement or contract with any of its otherAffiliates (other than the Loan Parties) which is on terms which are lessfavorable than are obtainable from any Person which is not one of itsAffiliates.

## 11.8         UnconditionalPurchase Obligations.   Not, and not permit any other Loan Party to,enter into or be a party toany contract for the purchase of materials, supplies or other property orservices if such contract requires that payment be made by it regardless ofwhether delivery is ever made of such materials, supplies or other property orservices.

## 11.9         InconsistentAgreements.   Not, and not permit any other Loan Party to, enter intoany agreement containing anyprovision which would (a) be violated or breached by any borrowing by theLoan Parties hereunder or by the performance by any Loan Party of any of itsObligations hereunder or under any other Loan Document, (b) prohibit anyLoan Party from granting to the Administrative Agent and the Lenders, a Lien onany of its assets or (c) create or permit to exist or become effective anyencumbrance or restriction on the ability of any Subsidiary to (i) paydividends or make other distributions to the Company or any other Subsidiary,or pay any Debt owed to the Company or any other Subsidiary, (ii) makeloans or advances to any Loan Party or (iii) transfer any of its assets orproperties to any Loan Party, other than (A) customary restrictions andconditions contained in agreements relating to the sale of all or a substantialpart of the assets of any Subsidiary pending such sale, provided thatsuch restrictions and conditions apply only to the Subsidiary to be sold andsuch sale is permitted hereunder (B) restrictions or conditions imposed byany agreement relating to purchase money Debt, Capital Leases and other securedDebt permitted by this Agreement if such restrictions or conditions apply onlyto the property or assets securing such Debt and (C) customary provisionsin leases and other contracts restricting the assignment thereof.

## 11.10       BusinessActivities; Issuance of Equity.   Not, and not permit any other LoanParty to, engage in any line ofbusiness other than the businesses engaged in on the date hereof and businessesreasonably related thereto. Not, and not permit any other Loan Party to, issueany Capital Securities other than (a) any issuance of shares of theCompany’s common Capital Securities pursuant to any employee or director optionprogram, benefit plan or compensation program, including the Company’s employeestock option plan, stock grants or similar programs, (b) any issuance by aSubsidiary to the Company or another Subsidiary in accordance with 

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Section 11.4or (c) any issuance of shares of the Company’s Capital Securities inconnection with an Acquisition permitted under Section 11.5.

## 11.11       Investments.   Not,and not permit any other Loan Party to, make or permit to exist any Investmentin any other Person, except thefollowing:

#### (a)           contributions by theCompany to the capital of any Wholly-Owned Subsidiary, or by any Subsidiary tothe capital of any other domestic Wholly-Owned Subsidiary, so long as therecipient of any such capital contribution has guaranteed the Obligations andsuch guaranty is secured by a pledge of all of its Capital Securities andsubstantially all of its real and personal property, in each case in accordancewith Section 10.10;

#### (b)           Investmentsconstituting Debt permitted by Section 11.1;

#### (c)           ContingentLiabilities constituting Debt permitted by Section 11.1 or Lienspermitted by Section 11.2;

#### (d)           Cash EquivalentInvestments;

#### (e)           bank deposits in theordinary course of business, provided that the amount of any suchdeposits (excludingamounts in payroll accounts or for accounts payable, in each case to the extentthat checks have been issued to third parties) which are maintained withany one bank shall not exceed $500,000 in average daily balance for any onemonth period, unless such depositary bank shall have entered into an agreementproviding the Administrative Agent with “control” of such accounts as definedin the UCC;

#### (f)            Investments insecurities of Account Debtors received pursuant to any plan of reorganizationor similar arrangement upon the bankruptcy or insolvency of such accountdebtors;

#### (g)           Investments toconsummate Acquisitions permitted by Section 11.5; and

#### (h)           Investments listedon Schedule 11.11 as of the Closing Date.

provided that (x) anyInvestment which when made complies with the requirements of the definition ofthe term “Cash Equivalent Investment” may continue to be heldnotwithstanding that such Investment if made thereafter would not comply withsuch requirements; (y) no Investment otherwise permitted by clause (b),(c), or (g) shall be permitted to be made if, immediately before or aftergiving effect thereto, any Event of Default or Unmatured Event of Default exists.

## 11.12       Restrictionof Amendments to Certain Documents.   Not amend or otherwise modify, orwaive any rights underthe 2.25% Convertible Senior Notes issued by the Company in the initialaggregate principal amount of $86,300,000 on November 2, 2004, except any 

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amendment, modificationor waiver which would not have a Material Adverse Effect or would negativelyaffect or impair the ability of the Loan Parties to satisfy their obligationsunder this Agreement.

## 11.13       FiscalYear.   Not change its Fiscal Year.

## 11.14       FinancialCovenants.

### 11.14.1    TangibleNet Worth.   Not permit the Tangible Net Worth of the Loan Parties,calculated on a consolidated basis,to be less than (i) from the date of this Agreement until December 31,2006, $15,000,000 and (ii) for each Fiscal Year of the Company following2006,  the sum of (x) the minimumTangible Net Worth of the Loan Parties allowed by this Section 11.14.1 forthe preceding Fiscal Year plus (y) an amount equal to 50% of theLoan Parties’ Consolidated Net Income for the preceding Fiscal Year.

### 11.14.2    Reserved.

### 11.14.3    InterestCoverage Ratio.   Not permit the Interest Coverage Ratio for anyComputation Period to be less 2.00to 1.00 for such Computation Period.

### 11.14.4    SeniorDebt to EBITDA Ratio.   Not permit the Senior Debt to EBITDA Ratio asof the last day of any ComputationPeriod to exceed 2.50 to 1.00 for such Computation Period.

### 11.14.5    TotalDebt to EBITDA Ratio.   Not permit the Total Debt to EBITDA Ratio as ofthe last day of any ComputationPeriod to exceed 3.50 to 1.00 for such Computation Period.

### 11.14.6    Reserved.

## 11.15       Cancellationof Debt.   Not, and not permit any other Loan Party to, cancel anyclaim or debt owing to it, exceptfor reasonable consideration or in the ordinary course of business, and exceptfor the cancellation of debts or claims not to exceed $5,000,000 in any FiscalYear.

# SECTION 12          EFFECTIVENESS; CONDITIONS OF LENDING,ETC.

The obligation of each Lender to make its Loans and ofthe Issuing Lender to issue Letters of Credit is subject to the followingconditions precedent:

## 12.1         InitialCredit Extension.   The obligation of the Lenders to make the initialLoans and the obligation of the IssuingLender to issue its initial Letter of Credit (whichever first occurs) is, inaddition to the conditions precedent specified in Section 12.2,subject to the conditions precedent that (a) all Debt to be Repaid hasbeen (or concurrently with the initial borrowing will be) paid in full, andthat all agreements and instruments governing the Debt to be Repaid and thatall Liens securing such Debt to be Repaid have been (or concurrently with theinitial borrowing will be) terminated and (b) the Administrative Agentshall be satisfied in all of its legal and business due diligence and shallhave received all of the following, each duly 

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executed and dated theClosing Date (or such earlier date as shall be satisfactory to theAdministrative Agent), in form and substance satisfactory to the AdministrativeAgent (and the date on which all such conditions precedent have been satisfiedor waived in writing by the Administrative Agent and the Lenders is called the “ClosingDate”):

### 12.1.1      Notes.   ANote for each Lender.

### 12.1.2      AuthorizationDocuments.   For each Loan Party, such Person’s (a) charter (orsimilar formation document),certified by the appropriate governmental authority; (b) good standingcertificates in its state of incorporation (or formation) and in each otherstate requested by the Administrative Agent; (c) bylaws (or similargoverning document); (d) resolutions of its board of directors (or similargoverning body) approving and authorizing such Person’s execution, delivery andperformance of the Loan Documents to which it is party and the transactionscontemplated thereby; and (e) signature and incumbency certificates of itsofficers executing any of the Loan Documents (it being understood that theAdministrative Agent and each Lender may conclusively rely on each suchcertificate until formally advised by a like certificate of any changestherein), all certified by its secretary or an assistant secretary (or similarofficer) as being in full force and effect without modification.

### 12.1.3      Consents,etc.   Certified copies of all documents evidencing any necessarycorporate or partnership action, consentsand governmental approvals (if any) required for the execution, delivery andperformance by the Loan Parties of the documents referred to in this Section 12.

### 12.1.4      Letterof Direction.   A letter of direction containing funds flow informationwith respect to the proceeds of theLoans on the Closing Date.

### 12.1.5      Guarantyand Collateral Agreement.   A counterpart of the Guaranty andCollateral Agreement executed byeach Loan Party, together with all instruments, transfer powers and other itemsrequired to be delivered in connection therewith.

### 12.1.6      PerfectionCertificate.   A Perfection Certificate completed and executed by eachLoan Party.

### 12.1.7      LeasedProperty.   Additionally, (a) in the case of the leased realproperty listed on Schedule 12.1.7(a) attachedhereto, a Collateral Access Agreement from the landlord of such propertywaiving or subordinating any landlord’s Lien in respect of personal propertykept at the premises subject to such lease, (b) in the case of the leasedreal property listed on Schedule 12.1.7(b) attached hereto, within 90 daysfollowing the Closing Date Collateral Access Agreements from the landlords ofsuch property representing at least 60% of the total value as shown on Schedule12.1.7(b), waiving or subordinating any landlord’s Lien in respect of personalproperty kept at the premises subject to such lease, and (c) in the caseof any mortgaged real property, a waiver from the mortgagee thereof waiving anyLien in respect of personal property kept at the premises subject to suchMortgage, permitting access to the location by the Administrative Agent and itsagents and containing such other terms and provisions as may be required by theAdministrative Agent. Notwithstanding the foregoing, if at any time any entity 

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other than LaSallebecomes a Lender hereunder, the Loan Parties shall, within 90 days of receivingnotice of such additional Lender, cause each of the landlords on Schedule12.1.7(b) who have not previously executed a Collateral Access Agreement(as described above) to do so and to deliver such agreement to theAdministrative Agent. Promptly upon entering into any lease for real propertynot described in either Schedule 12.1.7(a) or (b) or allowing thetermination of any lease referred to in Schedule 12.1.7.(b), the Loan Partiesshall revise Schedule 12.1.7(b) to add or delete such leased property, asappropriate, and deliver a revised Schedule 12.1.7(b) to theAdministrative Agent, which revised Schedule 12.1.7(b) shall be deemed tobe Schedule 12.1.7(b) as referred to in this Agreement. If (i) suchrevision to Schedule 12.1.7(b) causes the percentage of the total valueshown on Schedule 12.1.7(b) with respect to which a Collateral AccessAgreement has been executed by the relevant landlords to be less than 60%, theLoan Parties shall cause such of the remaining landlords to execute aCollateral Access Agreement as are necessary so that the percentage of thetotal value shown on Schedule 12.1.7(b) with respect to which a CollateralAccess Agreement has been executed is greater than 60% and (ii) inaddition to the foregoing, after the date of this Agreement if the Loan Partiesenter into any lease for real property where greater than $1,000,000 in totalvalue of the Loan Parties’ personal property is kept or if the value of theLoan Parties’ personal property kept at any currently leased real propertyexceeds $1,000,000, the Loan Parties shall cause the landlord for such realproperty to execute a Collateral Access Agreement. The provisions of this Section 12.1.7may be waived or modified in the Administrative Agent’s sole discretion. Forpurposes of this Section 12.1.7, “value” of the Loan Parties’ propertyshall mean the value assigned by the relevant Loan Party to such items forpurposes of reporting to such Loan Party’s insurers the value with respect tothe applicable location.

### 12.1.8      SubordinationAgreements.   Subordination Agreements with respect to all SubordinatedDebt.

### 12.1.9      Opinionsof Counsel.   Opinions of counsel for each Loan Party, including localcounsel reasonably requested bythe Administrative Agent.

### 12.1.10    Insurance.   Evidenceof the existence of insurance required to be maintained pursuant to Section 10.3(b),together with evidence that theAdministrative Agent has been named as a lender’s loss payee and an additionalinsured on all related insurance policies and a collateral assignment, in formand substance satisfactory to the Administrative Agent, of each key maninsurance policy maintained by the Company.

### 12.1.11    Copiesof Documents.   Copies of the audited consolidated financial statementsfor the Loan Parties for the FiscalYears ending 2002, 2003, 2004 and 2005.

### 12.1.12    Paymentof Fees.   Evidence of payment by the Loan Parties of all accrued andunpaid fees, costs and expenses tothe extent then due and payable on the Closing Date, together with all AttorneyCosts of the Administrative Agent to the extent invoiced prior to the ClosingDate, plus such additional amounts of Attorney Costs as shall constitutethe Administrative Agent’s reasonable estimate of Attorney Costs incurred or tobe incurred by the Administrative 

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Agent through the closingproceedings (provided that such estimate shall not thereafter precludefinal settling of accounts between the Loan Parties and the AdministrativeAgent).

### 12.1.13    Solvency Certificate.   ASolvency Certificate executed by a Senior Officer of the Company certifying, among other things, that theCompany’s EBITDA for the twelve calendar months ended February 28, 2006 isequal to or greater than $40,000,000.

### 12.1.14    Pro Forma.   A consolidated pro formabalance sheet of the Company as at the Closing Date (based on the February 28, 2006 month’s end),adjusted to give effect to the consummation of the financings contemplatedhereby as if such financings had occurred on such date, consistent in allmaterial respects with the sources and uses of cash as previously described tothe Lenders and the forecasts previously provided to the Lenders.

### 12.1.15    EnvironmentalReports.   Environmental site assessment reports requested by theAdministrative Agent.

### 12.1.16    SearchResults; Lien Terminations.   Certified copies of Uniform CommercialCode search reports dated a datereasonably near to the Closing Date, listing all effective financing statementswhich name any Loan Party (under their present names and any previous names) asdebtors, together with (a) copies of such financing statements, (b) payoffletters evidencing repayment in full of all Debt to be Repaid, the terminationof all agreements relating thereto and the release of all Liens granted inconnection therewith, with Uniform Commercial Code or other appropriatetermination statements and documents effective to evidence the foregoing (otherthan Liens permitted by Section 11.2) and (c) such otherUniform Commercial Code termination statements as the Administrative Agent mayreasonably request.

### 12.1.17    Filings,Registrations and Recordings.   The Administrative Agent shall havereceived each document (includingUniform Commercial Code financing statements) required by the CollateralDocuments or under law or reasonably requested by the Administrative Agent tobe filed, registered or recorded in order to create in favor of theAdministrative Agent, for the benefit of the Lenders, a perfected Lien on thecollateral described therein, prior to any other Liens (subject only to Lienspermitted pursuant to Section 11.2), in proper form for filing,registration or recording.

### 12.1.18    Collectionand Disbursements.   The Loan Parties shall have cash collection anddisbursement systems satisfactoryto the Administrative Agent in its sole discretion.

### 12.1.19    ClosingCertificate, Consents and Permits.   A certificate executed by anofficer of the Company on behalf of the Company certifyingthe matters set forth in Section 12.2.1 as of the Closing Date.

### 12.1.20    Other.   Suchother documents as the Administrative Agent or any Lender may reasonablyrequest.

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## 12.2         Conditions.   Theobligation (a) of each Lender to make each Loan and (b) of theIssuing Lender to issue each Letter ofCredit is subject to the following further conditions precedent that:

### 12.2.1      Compliancewith Warranties, No Default, etc.   Both before and after giving effectto any borrowing and theissuance of any Letter of Credit, the following statements shall be true andcorrect:

#### (a)           the representationsand warranties of each Loan Party set forth in this Agreement and the otherLoan Documents shall be true and correct in all respects with the same effectas if then made (except to the extent stated to relate to a specific earlierdate, in which case such representations and warranties shall be true andcorrect as of such earlier date); and

#### (b)           no Event of Defaultor Unmatured Event of Default shall have then occurred and be continuing.

### 12.2.2      ConfirmatoryCertificate.   If requested by the Administrative Agent or any Lender,the Administrative Agentshall have received (in sufficient counterparts to provide one to eachLender) a certificate dated the date of such requested Loan or Letter of Creditand signed by a duly authorized representative of the Company as to the mattersset out in Section 12.2.1 (it being understood that each request bythe Company for the making of a Loan or the issuance of a Letter of Creditshall be deemed to constitute a representation and warranty by the Loan Partiesthat the conditions precedent set forth in Section 12.2.1 will besatisfied at the time of the making of such Loan or the issuance of such Letterof Credit), together with such other documents as the Administrative Agent orany Lender may reasonably request in support thereof.

# SECTION 13          EVENTS OF DEFAULT AND THEIR EFFECT.

## 13.1         Eventsof Default.   Each of the following shall constitute an Event ofDefault under this Agreement:

### 13.1.1      Non-Paymentof the Loans, etc.   Default in the payment when due of the principalof any Loan; or default, andcontinuance thereof for five days, in the payment when due of any interest, fee,reimbursement obligation with respect to any Letter of Credit or other amountpayable by the Loan Parties hereunder or under any other Loan Document.

### 13.1.2      Non-Paymentof Other Debt.   Any default shall occur under the terms applicable toany Debt of any Loan Partyin an aggregate amount (for all such Debt so affected and including undrawncommitted or available amounts and amounts owing to all creditors under anycombined or syndicated credit arrangement) exceeding $5,000,000 and suchdefault shall (a) consist of the failure to pay such Debt when due,whether by acceleration or otherwise, or (b) accelerate the maturity ofsuch Debt or permit the holder or holders thereof, or any trustee or agent forsuch holder or holders, to cause such Debt to become due and payable (orrequire any Loan Party to purchase or redeem such Debt or post cash collateralin respect thereof) prior to its expressed maturity.

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### 13.1.3      OtherMaterial Obligations.   Default in the payment when due, or in theperformance or observance of, anymaterial obligation of, or condition agreed to by, any Loan Party with respectto any material purchase or lease of goods or services where such default,singly or in the aggregate with all other such defaults, might reasonably beexpected to have a Material Adverse Effect.

### 13.1.4      Bankruptcy,Insolvency, etc.   Any Loan Party becomes insolvent or generally failsto pay, or admits in writingits inability or refusal to pay, debts as they become due; or any Loan Partyapplies for, consents to, or acquiesces in the appointment of a trustee,receiver or other custodian for such Loan Party or any property thereof, ormakes a general assignment for the benefit of creditors; or, in the absence ofsuch application, consent or acquiescence, a trustee, receiver or othercustodian is appointed for any Loan Party or for a substantial part of theproperty of any thereof and is not discharged within 60 days; or anybankruptcy, reorganization, debt arrangement, or other case or proceeding underany bankruptcy or insolvency law, or any dissolution or liquidation proceeding,is commenced in respect of any Loan Party, and if such case or proceeding isnot commenced by such Loan Party, it is consented to or acquiesced in by suchLoan Party, or remains for 60 days undismissed; or any Loan Party takes anyaction to authorize, or in furtherance of, any of the foregoing.

### 13.1.5      Non-Compliancewith Loan Documents.   (a)   Failure by any Loan Party to complywith or to perform anycovenant set forth in Sections 10.1.5, 10.3(b) or 10.5 or Section 11and, in the case of any such failure capable of cure, the continuance of suchfailure described in this clause (a) for 10 days; or (b) failure byany Loan Party to comply with or to perform any other provision of thisAgreement or any other Loan Document (and not constituting an Event of Defaultunder any other provision of this Section 13) and continuance ofsuch failure described in this clause (b) for 30 days.

### 13.1.6      Representations;Warranties.   Any representation or warranty made by any Loan Partyherein or any other LoanDocument is breached or is false or misleading in any material respect, or anyschedule, certificate, financial statement, report, notice or other writingfurnished by any Loan Party to the Administrative Agent or any Lender inconnection herewith is false or misleading in any material respect on the dateas of which the facts therein set forth are stated or certified.

### 13.1.7      PensionPlans.   (a)   Any Person institutes steps to terminate a PensionPlan if as a result of such terminationthe Company or any member of the Controlled Group could be required to make acontribution to such Pension Plan, or could incur a liability or obligation tosuch Pension Plan, in excess of $5,000,000; (b) a contribution failureoccurs with respect to any Pension Plan sufficient to give rise to a Lien underSection 302(f) of ERISA; (c) the Unfunded Liability exceedstwenty percent of the Total Plan Liability, or (d) there shall occur anywithdrawal or partial withdrawal from a Multiemployer Pension Plan and thewithdrawal liability (without unaccrued interest) to Multiemployer PensionPlans as a result of such withdrawal (including any outstanding withdrawalliability that the Company or any member of the Controlled Group have incurredon the date of such withdrawal) exceeds $5,000,000.

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### 13.1.8      Judgments.   Finaljudgments which exceed an aggregate of $10,000,000 shall be rendered againstany Loan Party and shall not havebeen paid, discharged or vacated or had execution thereof stayed pending appealwithin 30 days after entry or filing of such judgments.

### 13.1.9      Invalidityof Collateral Documents, etc.   Any Collateral Document shall cease tobe in full force and effect;or any Loan Party (or any Person by, through or on behalf of any Loan Party)shall contest in any manner the validity, binding nature or enforceability ofany Collateral Document.

### 13.1.10    Invalidity of SubordinationProvisions, etc.   Any subordination provision in any document orinstrument governingSubordinated Debt, or any subordination provision in any guaranty by anySubsidiary of any Subordinated Debt, shall cease to be in full force andeffect, or any Loan Party or any other Person (including the holder of anyapplicable Subordinated Debt) shall contest in any manner the validity, bindingnature or enforceability of any such provision.

### 13.1.11    Change of Control.   AChange of Control shall occur.

### 13.1.12    MaterialAdverse Effect.   The occurrence of any event having a Material AdverseEffect.

## 13.2         Effectof Event of Default.   If any Event of Default described in Section 13.1.4shall occur in respect of theLoan Parties, the Commitments shall immediately terminate and the Loans and allother Obligations hereunder shall become immediately due and payable and theLoan Parties shall become immediately obligated to Cash Collateralize allLetters of Credit, all without presentment, demand, protest or notice of anykind; and, if any other Event of Default shall occur and be continuing, theAdministrative Agent may (and, upon the written request of the Required Lendersshall) declare the Commitments to be terminated in whole or in part and/ordeclare all or any part of the Loans and all other Obligations hereunder to bedue and payable and/or demand that the Loan Parties immediately CashCollateralize all or any Letters of Credit, whereupon the Commitments shallimmediately terminate (or be reduced, as applicable) and/or the Loans and otherObligations hereunder shall become immediately due and payable (in whole or inpart, as applicable) and/or the Loan Parties shall immediately become obligatedto Cash Collateralize the Letters of Credit (all or any, as applicable), allwithout presentment, demand, protest or notice of any kind. The AdministrativeAgent shall promptly advise the Company of any such declaration, but failure todo so shall not impair the effect of such declaration. Any cash collateraldelivered hereunder shall be held by the Administrative Agent (withoutliability for interest thereon) and applied to the Obligations arising inconnection with any drawing under a Letter of Credit. After the expiration ortermination of all Letters of Credit, such cash collateral shall be applied bythe Administrative Agent to any remaining Obligations hereunder and any excessshall be delivered to the Company or as a court of competent jurisdiction mayelect.

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# SECTION 14          THE AGENT.

## 14.1         Appointmentand Authorization.   Each Lender hereby irrevocably (subject to Section 14.10)appoints, designates andauthorizes the Administrative Agent to take such action on its behalf under theprovisions of this Agreement and each other Loan Document and to exercise suchpowers and perform such duties as are expressly delegated to it by the terms ofthis Agreement or any other Loan Document, together with such powers as arereasonably incidental thereto. Notwithstanding any provision to the contrarycontained elsewhere in this Agreement or in any other Loan Document, theAdministrative Agent shall not have any duty or responsibility except thoseexpressly set forth herein, nor shall the Administrative Agent have or bedeemed to have any fiduciary relationship with any Lender or participant, andno implied covenants, functions, responsibilities, duties, obligations orliabilities shall be read into this Agreement or any other Loan Document orotherwise exist against the Administrative Agent. Without limiting thegenerality of the foregoing sentence, the use of the term “agent” herein and inother Loan Documents with reference to the Administrative Agent is not intendedto connote any fiduciary or other implied (or express) obligations arisingunder agency doctrine of any applicable law. Instead, such term is used merelyas a matter of market custom, and is intended to create or reflect only anadministrative relationship between independent contracting parties.

## 14.2         IssuingLender.   The Issuing Lender shall act on behalf of the Lenders (accordingto their Pro Rata Shares) with respectto any Letters of Credit issued by it and the documents associated therewith. TheIssuing Lender shall have all of the benefits and immunities (a) providedto the Administrative Agent in this Section 14 with respect to anyacts taken or omissions suffered by the Issuing Lender in connection withLetters of Credit issued by it or proposed to be issued by it and theapplications and agreements for letters of credit pertaining to such Letters ofCredit as fully as if the term “Administrative Agent”, as used in this Section 14,included the Issuing Lender with respect to such acts or omissions and (b) asadditionally provided in this Agreement with respect to the Issuing Lender.

## 14.3         Delegationof Duties.   The Administrative Agent may execute any of its dutiesunder this Agreement or any otherLoan Document by or through agents, employees or attorneys-in-factand shall be entitled to advice of counsel and other consultants or expertsconcerning all matters pertaining to such duties. The Administrative Agentshall not be responsible for the negligence or misconduct of any agent orattorney-in-fact that it selects in the absence of gross negligenceor willful misconduct.

## 14.4         Exculpationof Administrative Agent.   None of the Administrative Agent nor any ofits directors, officers, employeesor agents shall (a) be liable for any action taken or omitted to be takenby any of them under or in connection with this Agreement or any other LoanDocument or the transactions contemplated hereby (except to the extentresulting from its own gross negligence or willful misconduct in connectionwith its duties expressly set forth herein as determined by a final,nonappealable judgment by a court of competent jurisdiction), or (b) beresponsible in any manner to any Lender or participant for any recital,statement, representation or warranty made by any Loan Party or Affiliate ofthe Company, or any officer thereof, contained in this Agreement or in anyother Loan Document, or in any certificate, report, 

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statement or otherdocument referred to or provided for in, or received by the AdministrativeAgent under or in connection with, this Agreement or any other Loan Document,or the validity, effectiveness, genuineness, enforceability or sufficiency ofthis Agreement or any other Loan Document (or the creation, perfection orpriority of any Lien or security interest therein), or for any failure of theCompany or any other party to any Loan Document to perform its Obligationshereunder or thereunder. The Administrative Agent shall not be under anyobligation to any Lender to ascertain or to inquire as to the observance orperformance of any of the agreements contained in, or conditions of, thisAgreement or any other Loan Document, or to inspect the properties, books orrecords of the Company or any of the Company’s Subsidiaries or Affiliates.

## 14.5         Relianceby Administrative Agent.   The Administrative Agent shall be entitledto rely, and shall be fully protectedin relying, upon any writing, communication, signature, resolution,representation, notice, consent, certificate, electronic mail message,affidavit, letter, telegram, facsimile, telex or telephone message, statementor other document or conversation believed by it to be genuine and correct andto have been signed, sent or made by the proper Person or Persons, and uponadvice and statements of legal counsel (including counsel to the Company),independent accountants and other experts selected by the Administrative Agent.The Administrative Agent shall be fully justified in failing or refusing totake any action under this Agreement or any other Loan Document unless it shallfirst receive such advice or concurrence of the Required Lenders as it deemsappropriate and, if it so requests, confirmation from the Lenders of theirobligation to indemnify the Administrative Agent against any and all liabilityand expense which may be incurred by it by reason of taking or continuing totake any such action. The Administrative Agent shall in all cases be fullyprotected in acting, or in refraining from acting, under this Agreement or anyother Loan Document in accordance with a request or consent of the RequiredLenders and such request and any action taken or failure to act pursuantthereto shall be binding upon each Lender. For purposes of determiningcompliance with the conditions specified in Section 12, each Lenderthat has signed this Agreement shall be deemed to have consented to, approvedor accepted or to be satisfied with, each document or other matter requiredthereunder to be consented to or approved by or acceptable or satisfactory to aLender unless the Administrative Agent shall have received written notice fromsuch Lender prior to the proposed Closing Date specifying its objectionthereto.

## 14.6         Noticeof Default.   The Administrative Agent shall not be deemed to haveknowledge or notice of the occurrenceof any Event of Default or Unmatured Event of Default except with respect todefaults in the payment of principal, interest and fees required to be paid tothe Administrative Agent for the account of the Lenders, unless theAdministrative Agent shall have received written notice from a Lender or theCompany referring to this Agreement, describing such Event of Default orUnmatured Event of Default and stating that such notice is a “notice of default”.The Administrative Agent will notify the Lenders of its receipt of any suchnotice. The Administrative Agent shall take such action with respect to suchEvent of Default or Unmatured Event of Default as may be requested by theRequired Lenders in accordance with Section 13; providedthat unless and until the Administrative Agent has received any such request,the Administrative Agent may (but shall not be obligated to) take such action,or refrain from taking such action, with respect to such Event of Default orUnmatured Event of Default as it shall deem advisable or in the best interestof the Lenders.

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## 14.7         CreditDecision.   Each Lender acknowledges that the Administrative Agent hasnot made any representation orwarranty to it, and that no act by the Administrative Agent hereafter taken,including any consent and acceptance of any assignment or review of the affairsof the Loan Parties, shall be deemed to constitute any representation orwarranty by the Administrative Agent to any Lender as to any matter, includingwhether the Administrative Agent has disclosed material information in itspossession. Each Lender represents to the Administrative Agent that it has,independently and without reliance upon the Administrative Agent and based onsuch documents and information as it has deemed appropriate, made its ownappraisal of and investigation into the business, prospects, operations,property, financial and other condition and creditworthiness of the LoanParties, and made its own decision to enter into this Agreement and to extendcredit to the Loan Parties hereunder. Each Lender also represents that it will,independently and without reliance upon the Administrative Agent and based onsuch documents and information as it shall deem appropriate at the time,continue to make its own credit analysis, appraisals and decisions in taking ornot taking action under this Agreement and the other Loan Documents, and tomake such investigations as it deems necessary to inform itself as to thebusiness, prospects, operations, property, financial and other condition andcreditworthiness of the Loan Parties. Except for notices, reports and otherdocuments expressly herein required to be furnished to the Lenders by theAdministrative Agent, the Administrative Agent shall not have any duty orresponsibility to provide any Lender with any credit or other informationconcerning the business, prospects, operations, property, financial or othercondition or creditworthiness of the Loan Parties which may come into thepossession of the Administrative Agent.

## 14.8         Indemnification.   Whetheror not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand theAdministrative Agent and its directors, officers, employees and agents (to theextent not reimbursed by or on behalf of the Loan Parties and without limitingthe obligation of the Loan Parties to do so), according to its applicable ProRata Share, from and against any and all Indemnified Liabilities (ashereinafter defined); provided that no Lender shall be liable for anypayment to any such Person of any portion of the Indemnified Liabilities to theextent determined by a final, nonappealable judgment by a court of competentjurisdiction to have resulted from the applicable Person’s own gross negligenceor willful misconduct. No action taken in accordance with the directions of theRequired Lenders shall be deemed to constitute gross negligence or willfulmisconduct for purposes of this Section. Without limitation of the foregoing,each Lender shall reimburse the Administrative Agent upon demand for itsratable share of any costs or out-of-pocket expenses (includingAttorney Costs and Taxes) incurred by the Administrative Agent in connectionwith the preparation, execution, delivery, administration, modification,amendment or enforcement (whether through negotiations, legal proceedings orotherwise) of, or legal advice in respect of rights or responsibilities under,this Agreement, any other Loan Document, or any document contemplated by orreferred to herein, to the extent that the Administrative Agent is notreimbursed for such expenses by or on behalf of the Loan Parties. Theundertaking in this Section shall survive repayment of the Loans,cancellation of the Notes, expiration or termination of the Letters of Credit,any foreclosure under, or modification, release or discharge of, any or all ofthe Collateral Documents, termination of this Agreement and the resignation orreplacement of the Administrative Agent.

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## 14.9         AdministrativeAgent in Individual Capacity.   LaSalle and its Affiliates may makeloans to, issue letters of creditfor the account of, accept deposits from, acquire equity interests in andgenerally engage in any kind of banking, trust, financial advisory,underwriting or other business with the Loan Parties and Affiliates as thoughLaSalle were not the Administrative Agent hereunder and without notice to orconsent of any Lender. Each Lender acknowledges that, pursuant to suchactivities, LaSalle or its Affiliates may receive information regarding theCompany or its Affiliates (including information that may be subject toconfidentiality obligations in favor of the Company or such Affiliate) andacknowledge that the Administrative Agent shall be under no obligation toprovide such information to them. With respect to their Loans (if any),  LaSalle and its Affiliates shall have thesame rights and powers under this Agreement as any other Lender and mayexercise the same as though LaSalle were not the Administrative Agent, and theterms “Lender” and “Lenders” include LaSalle and its Affiliates, to the extentapplicable, in their individual capacities.

## 14.10       SuccessorAdministrative Agent.   The Administrative Agent may resign asAdministrative Agent upon 30 days’notice to the Lenders. If the Administrative Agent resigns under thisAgreement, the Required Lenders shall, with (so long as no Event of Defaultexists) the consent of the Company (which shall not be unreasonably withheld ordelayed), appoint from among the Lenders a successor agent for the Lenders. Ifno successor agent is appointed prior to the effective date of the resignationof the Administrative Agent, the Administrative Agent may appoint, afterconsulting with the Lenders and the Company, a successor agent from among theLenders. Upon the acceptance of its appointment as successor agent hereunder,such successor agent shall succeed to all the rights, powers and duties of theretiring Administrative Agent and the term “Administrative Agent” shall meansuch successor agent, and the retiring Administrative Agent’s appointment,powers and duties as Administrative Agent shall be terminated. After anyretiring Administrative Agent’s resignation hereunder as Administrative Agent,the provisions of this Section 14 and Sections 15.5 and 15.16shall inure to its benefit as to any actions taken or omitted to be taken by itwhile it was Administrative Agent under this Agreement. If no successor agenthas accepted appointment as Administrative Agent by the date which is 30 daysfollowing a retiring Administrative Agent’s notice of resignation, the retiringAdministrative Agent’s resignation shall nevertheless thereupon becomeeffective and the Lenders shall perform all of the duties of the AdministrativeAgent hereunder until such time, if any, as the Required Lenders appoint asuccessor agent as provided for above.

## 14.11       CollateralMatters.   The Lenders irrevocably authorize the Administrative Agent,at its option and in its discretion,(a) to release any Lien granted to or held by the Administrative Agentunder any Collateral Document (i) upon termination of the Commitments andpayment in full of all Loans and all other obligations of the Loan Partieshereunder and the expiration or termination of all Letters of Credit; (ii) constitutingproperty sold or to be sold or disposed of as part of or in connection with anydisposition permitted hereunder; or (iii) subject to Section 15.1,if approved, authorized or ratified in writing by the Required Lenders; or (b) tosubordinate its interest in any Collateral to any holder of a Lien on suchCollateral which is permitted by Section 11.2(d)(i) or (d)(iii) (it being understood that the Administrative Agent may conclusively rely on acertificate from the Company in determining whether the Debt secured by anysuch Lien is permitted by Section 11.1(b)). Upon request by theAdministrative Agent at any time, the 

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Lenders will confirm inwriting the Administrative Agent’s authority to release, or subordinate itsinterest in, particular types or items of Collateral pursuant to this Section 14.11.Each Lender hereby authorizes the Administrative Agent to give blockage noticesin connection with any Subordinated Debt at the direction of Required Lendersand agrees that it will not act unilaterally to deliver such notices.

## 14.12       AdministrativeAgent May File Proofs of Claim.   In case of the pendency of anyreceivership, insolvency, liquidation,bankruptcy, reorganization, arrangement, adjustment, composition or otherjudicial proceeding relative to any Loan Party, the Administrative Agent(irrespective of whether the principal of any Loan shall then be due and payableas herein expressed or by declaration or otherwise and irrespective of whetherthe Administrative Agent shall have made any demand on the Loan Parties) shallbe entitled and empowered, by intervention in such proceeding or otherwise:

#### (a)           tofile and prove a claim for the whole amount of the principal and interest owingand unpaid in respect of the Loans, and all other Obligations that are owingand unpaid and to file such other documents as may be necessary or advisable inorder to have the claims of the Lenders and the Administrative Agent (includingany claim for the reasonable compensation, expenses, disbursements and advancesof the Lenders and the Administrative Agent and their respective agents andcounsel and all other amounts due the Lenders and the Administrative Agentunder Sections 5, 15.5 and 15.17) allowed in such judicialproceedings; and

#### (b)           tocollect and receive any monies or other property payable or deliverable on anysuch claims and to distribute the same;

and any custodian,receiver, assignee, trustee, liquidator, sequestrator or other similar officialin any such judicial proceeding is hereby authorized by each Lender to makesuch payments to the Administrative Agent and, in the event that theAdministrative Agent shall consent to the making of such payments directly tothe Lenders, to pay to the Administrative Agent any amount due for thereasonable compensation, expenses, disbursements and advances of theAdministrative Agent and its agents and counsel, and any other amounts due theAdministrative Agent under Sections 5, 15.5 and 15.17.

Nothingcontained herein shall be deemed to authorize the Administrative Agent  to authorize or consent to or accept or adopton behalf of any Lender any plan of reorganization, arrangement, adjustment orcomposition affecting the Obligations or the rights of any Lender or toauthorize the Administrative Agent to vote in respect of the claim of anyLender in any such proceeding.

## 14.13       Other Agents; Arrangersand Managers.   None of the Lenders or other Persons identified on thefacing page orsignature pages of this Agreement as a “syndication agent,” “documentationagent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger”or “co-arranger”, if any, shall have any right, power, obligation, liability,responsibility or duty under this Agreement other than, in the case of suchLenders, those applicable to all Lenders as such. Without limiting theforegoing, none of the Lenders or other Persons so identified shall have or bedeemed to have any fiduciary relationship with any Lender. Each 

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Lender acknowledges thatit has not relied, and will not rely, on any of the Lenders or other Persons soidentified in deciding to enter into this Agreement or in taking or not takingaction hereunder.

# SECTION 15          GENERAL.

## 15.1         Waiver;Amendments.   No delay on the part of the Administrative Agent or anyLender in the exercise of anyright, power or remedy shall operate as a waiver thereof, nor shall any singleor partial exercise by any of them of any right, power or remedy preclude otheror further exercise thereof, or the exercise of any other right, power orremedy. No amendment, modification or waiver of, or consent with respect to,any provision of this Agreement or the other Loan Documents shall in any eventbe effective unless the same shall be in writing and acknowledged by Lendershaving an aggregate Pro Rata Shares of not less than the aggregate Pro RataShares expressly designated herein with respect thereto or, in the absence ofsuch designation as to any provision of this Agreement, by the RequiredLenders, and then any such amendment, modification, waiver or consent shall beeffective only in the specific instance and for the specific purpose for whichgiven. No amendment, modification, waiver or consent shall (a) extend orincrease the Commitment of any Lender without the written consent of suchLender, (b) extend the date scheduled for payment of any principal(excluding mandatory prepayments) of or interest on the Loans or any feespayable hereunder without the written consent of each Lender directly affectedthereby, (c) reduce the principal amount of any Loan, the rate of interestthereon or any fees payable hereunder, without the consent of each Lenderdirectly affected thereby (except for periodic adjustments of interest ratesand fees resulting from a change in the Applicable Margin as provided for inthis Agreement); or (d) release any party from its obligations under theGuaranty or all or any substantial part of the Collateral granted under theCollateral Documents, change the definition of Required Lenders, any provisionof this Section 15.1 or reduce the aggregate Pro Rata Sharerequired to effect an amendment, modification, waiver or consent, without, ineach case, the written consent of all Lenders. No provision of Section 14or other provision of this Agreement affecting the Administrative Agent in itscapacity as such shall be amended, modified or waived without the consent ofthe Administrative Agent. No provision of this Agreement relating to the rightsor duties of the Issuing Lender in its capacity as such shall be amended,modified or waived without the consent of the Issuing Lender. No provision ofthis Agreement relating to the rights or duties of the Swing Line Lender in itscapacity as such shall be amended, modified or waived without the consent ofthe Swing Line Lender.

## 15.2         Confirmations.   TheLoan Parties and each holder of a Note agree from time to time, upon writtenrequest received by it from the other,to confirm to the other in writing (with a copy of each such confirmation tothe Administrative Agent) the aggregate unpaid principal amount of the Loansthen outstanding under such Note.

## 15.3         Notices.   Exceptas otherwise provided in Sections 2.2.2 and 2.2.3, allnotices hereunder shall be in writing(including facsimile transmission) and shall be sent to the applicable party atits address shown on Annex B or at such other address as such party may,by written notice received by the other parties, have designated as its addressfor such purpose. 

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Notices sent by facsimiletransmission shall be deemed to have been given when sent; notices sent by mailshall be deemed to have been given three Business Days after the date when sentby registered or certified mail, postage prepaid; and notices sent by handdelivery or overnight courier service shall be deemed to have been given whenreceived. For purposes of Sections 2.2.2 and 2.2.3, theAdministrative Agent shall be entitled to rely on telephonic instructions fromany person that the Administrative Agent in good faith believes is anauthorized officer or employee of the Company, and the Loan Parties shall holdthe Administrative Agent and each other Lender harmless from any loss, cost orexpense resulting from any such reliance.

## 15.4         Computations.   Wherethe character or amount of any asset or liability or item of income orexpense is required to be determined,or any consolidation or other accounting computation is required to be made,for the purpose of this Agreement, such determination or calculation shall, tothe extent applicable and except as otherwise specified in this Agreement, bemade in accordance with GAAP, consistently applied; provided that if theCompany notifies the Administrative Agent that the Company wishes to amend anycovenant in Sections 10 or 11.14 (or any related definition) to eliminate or totake into account the effect of any change in GAAP on the operation of suchcovenant (or if the Administrative Agent notifies the Company that the RequiredLenders wish to amend Sections 10 or 11.14 (or any related definition) for suchpurpose), then the Company’s compliance with such covenant shall be determinedon the basis of GAAP in effect immediately before the relevant change in GAAPbecame effective, until either such notice is withdrawn or such covenant (orrelated definition) is amended in a manner satisfactory to the Company and theRequired Lenders.

## 15.5         Costs,Expenses and Taxes.   The Loan Parties agree to pay on demand allreasonable out-of-pocket costs andexpenses of the Administrative Agent (including Attorney Costs, which shall belimited to $40,000, and any Taxes) in connection with the preparation,execution, syndication, delivery and administration (including perfection andprotection of any Collateral and the costs of Intralinks (or other similarservice), if applicable) of this Agreement, the other Loan Documents and allother documents provided for herein or delivered or to be delivered hereunderor in connection herewith (including any amendment, supplement or waiver to anyLoan Document), whether or not the transactions contemplated hereby or therebyshall be consummated, and all reasonable out-of-pocket costs and expenses(including Attorney Costs and any Taxes) incurred by the Administrative Agentand each Lender after an Event of Default in connection with the collection ofthe Obligations or the enforcement of this Agreement the other Loan Documentsor any such other documents or during any workout, restructuring ornegotiations in respect thereof. In addition, the Loan Parties agree to pay,and to save the Administrative Agent and the Lenders harmless from allliability for, any fees of the Company’s auditors in connection with anyreasonable exercise by the Administrative Agent and the Lenders of their rightspursuant to Section 10.2. All Obligations provided for in this Section 15.5shall survive repayment of the Loans, cancellation of the Notes, expiration ortermination of the Letters of Credit and termination of this Agreement.

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## 15.6         Assignments;Participations.

### 15.6.1      Assignments.   (a)   AnyLender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion ofsuch Lender’s Loans and Commitments, with the prior written consent of theAdministrative Agent, the Issuing Lender (for an assignment of the RevolvingLoans and the Revolving Commitment) and, so long as no Event of Default exists,the Company (which consents shall not be unreasonably withheld or delayed andshall not be required for an assignment by a Lender to a Lender or an Affiliateof a Lender). Except as the Administrative Agent may otherwise agree, any suchassignment shall be in a minimum aggregate amount equal to $5,000,000 or, ifless, the remaining Commitment and Loans held by the assigning Lender. TheCompany and the Administrative Agent shall be entitled to continue to dealsolely and directly with such Lender in connection with the interests soassigned to an Assignee until the Administrative Agent shall have received andaccepted an effective assignment agreement in substantially the form of Exhibit Dhereto (an “Assignment Agreement”) executed, delivered and fullycompleted by the applicable parties thereto and a processing fee of $3,500. Noassignment may be made to any Person if at the time of such assignment the LoanParties would be obligated to pay any greater amount under Sections 7.6or 8 to the Assignee than the Loan Parties are then obligated to pay tothe assigning Lender under such Sections (and if any assignment is made inviolation of the foregoing, the Loan Parties will not be required to pay suchgreater amounts). Any attempted assignment not made in accordance with this Section 15.6.1shall be treated as the sale of a participation under Section 15.6.2.The Company shall be deemed to have granted its consent to any assignmentrequiring its consent hereunder unless the Company has expressly objected tosuch assignment within three Business Days after notice thereof.

(b)           From and after the date on which theconditions described above have been met, (i) such Assignee shall bedeemed automatically to have become a party hereto and, to the extent thatrights and obligations hereunder have been assigned to such Assignee pursuantto such Assignment Agreement, shall have the rights and obligations of a Lenderhereunder and (ii) the assigning Lender, to the extent that rights andobligations hereunder have been assigned by it pursuant to such AssignmentAgreement, shall be released from its rights (other than its indemnificationrights) and obligations hereunder. Upon the request of the Assignee (and, asapplicable, the assigning Lender) pursuant to an effective AssignmentAgreement, the Loan Parties shall execute and deliver to the AdministrativeAgent for delivery to the Assignee (and, as applicable, the assigning Lender) aNote in the principal amount of the Assignee’s Pro Rata Share of the RevolvingCommitment (and, as applicable, a Note in the principal amount of the Pro RataShare of the Revolving Commitment retained by the assigning Lender). Each suchNote shall be dated the effective date of such assignment. Upon receipt by theassigning Lender of such Note, the assigning Lender shall return to the LoanParties any prior Note held by it.

(c)           AnyLender may at any time pledge or assign a security interest in all or any portionof its rights under this Agreement to secure obligations of such Lender,including any pledge or assignment to secure obligations to a Federal ReserveBank, and this Section shall not apply to any such pledge or assignment ofa security interest; provided that no such pledge or assignment of asecurity interest shall release a Lender from any of its obligations hereunderor substitute any such pledgee or assignee for such Lender as a party hereto.

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### 15.6.2      Participations.   AnyLender may at any time sell to one or more Persons participating interests inits Loans, Commitments or otherinterests hereunder (any such Person, a “Participant”). In the event ofa sale by a Lender of a participating interest to a Participant, (a) suchLender’s obligations hereunder shall remain unchanged for all purposes, (b) theCompany and the Administrative Agent shall continue to deal solely and directlywith such Lender in connection with such Lender’s rights and obligationshereunder and (c) all amounts payable by the Loan Parties shall bedetermined as if such Lender had not sold such participation and shall be paiddirectly to such Lender. No Participant shall have any direct or indirectvoting rights hereunder except with respect to any event described in Section 15.1expressly requiring the unanimous vote of all Lenders or, as applicable, allaffected Lenders. Each Lender agrees to incorporate the requirements of thepreceding sentence into each participation agreement which such Lender entersinto with any Participant. The Loan Parties agree that if amounts outstandingunder this Agreement are due and payable (as a result of acceleration orotherwise), each Participant shall be deemed to have the right of set-off in respectof its participating interest in amounts owing under this Agreement and withrespect to any Letter of Credit to the same extent as if the amount of itsparticipating interest were owing directly to it as a Lender under thisAgreement; provided that such right of set-off shall be subject to theobligation of each Participant to share with the Lenders, and the Lenders agreeto share with each Participant, as provided in Section 7.5. TheLoan Parties also agree that each Participant shall be entitled to the benefitsof Section 7.6 or 8 as if it were a Lender (providedthat on the date of the participation no Participant shall be entitled to anygreater compensation pursuant to Section 7.6 or 8 than wouldhave been paid to the participating Lender on such date if no participation hadbeen sold and that each Participant complies with Section 7.6(d) asif it were an Assignee).

## 15.7         Register.   TheAdministrative Agent shall maintain a copy of each Assignment Agreementdelivered and accepted by it and register(the “Register”) for the recordation of names and addresses of theLenders and the Commitment of each Lender from time to time and whether suchLender is the original Lender or the Assignee. No assignment shall be effectiveunless and until the Assignment Agreement is accepted and registered in theRegister. All records of transfer of a Lender’s interest in the Register shallbe conclusive, absent manifest error, as to the ownership of the interests inthe Loans. The Administrative Agent shall not incur any liability of any kindwith respect to any Lender with respect to the maintenance of the Register.

## 15.8         **GOVERNING LAW.**   **THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNALLAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMEDENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.**

## 15.9         Confidentiality.   As required by federal law and the AdministrativeAgent’s policies and practices, theAdministrative Agent may need to obtain, verify, and record****certain customer identification information anddocumentation in connection with opening or maintaining accounts, orestablishing or continuing to provide services. The Administrative Agentand each Lender agree to use commercially reasonable efforts (equivalent to theefforts 

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the Administrative Agentor such Lender applies to maintain the confidentiality of its own confidentialinformation) to maintain as confidential all information provided to them byany Loan Party and designated as confidential, except that the AdministrativeAgent and each Lender may disclose such information (a) to Persons employedor engaged by the Administrative Agent or such Lender in evaluating, approving,structuring or administering the Loans and the Commitments; (b) to anypermitted assignee or participant or potential assignee or participant that hasagreed to comply with the covenant contained in this Section 15.9(and any such assignee or participant or potential assignee or participant maydisclose such information to Persons employed or engaged by them as describedin clause (a) above); (c) as required or requested by any federal orstate regulatory authority or examiner, or any insurance industry association,or as reasonably believed by the Administrative Agent or such Lender to becompelled by any court decree, subpoena or legal or administrative order orprocess; (d) as, on the advice of the Administrative Agent’s or suchLender’s counsel, is required by law; (e) in connection with the exerciseof any right or remedy under the Loan Documents or in connection with anylitigation to which the Administrative Agent or such Lender is a party; (f) toany nationally recognized rating agency that requires access to informationabout a Lender’s investment portfolio in connection with ratings issued withrespect to such Lender; (g) to any Affiliate of the Administrative Agent,the Issuing Lender or any other Lender who may provide Bank Products to theLoan Parties; or (h) that ceases to be confidential through no fault ofthe Administrative Agent or any Lender. Notwithstanding the foregoing, theCompany consents to the publication by the Administrative Agent or any Lenderof a tombstone or similar advertising material relating to the financingtransactions contemplated by this Agreement, and the Administrative Agentreserves the right to provide to industry trade organizations informationnecessary and customary for inclusion in league table measurements.

## 15.10       Severability.   Wheneverpossible each provision of this Agreement shall be interpreted in such manneras to be effective and valid underapplicable law, but if any provision of this Agreement shall be prohibited byor invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder ofsuch provision or the remaining provisions of this Agreement. All obligationsof the Loan Parties and rights of the Administrative Agent and the Lenders expressedherein or in any other Loan Document shall be in addition to and not inlimitation of those provided by applicable law.

## 15.11       Nature of Remedies.   Theliabilities of the Loan Parties under this Agreement shall be joint and several. All Obligations of the Loan Partiesand rights of the Administrative Agent and the Lenders expressed herein or inany other Loan Document shall be in addition to and not in limitation of thoseprovided by applicable law. No failure to exercise and no delay in exercising,on the part of the Administrative Agent or any Lender, any right, remedy, poweror privilege hereunder, shall operate as a waiver thereof; nor shall any singleor partial exercise of any right, remedy, power or privilege hereunder precludeany other or further exercise thereof or the exercise of any other right,remedy, power or privilege.

## 15.12       Entire Agreement.   ThisAgreement, together with the other Loan Documents, embodies the entire agreement and understanding among theparties hereto and supersedes all prior or contemporaneous agreements andunderstandings of such Persons, verbal or written, 

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relating to the subjectmatter hereof and thereof (except as relates to the fees described in Section 5.3)and any prior arrangements made with respect to the payment by the Loan Partiesof (or any indemnification for) any fees, costs or expenses payable to orincurred (or to be incurred) by or on behalf of the Administrative Agent or theLenders.

## 15.13       Counterparts.   ThisAgreement may be executed in any number of counterparts and by thedifferent parties hereto onseparate counterparts and each such counterpart shall be deemed to be anoriginal, but all such counterparts shall together constitute but one and thesame Agreement. Receipt of an executed signature page to this Agreement byfacsimile or other electronic transmission shall constitute effective deliverythereof. Electronic records of executed Loan Documents maintained by theLenders shall deemed to be originals.

## 15.14       Successors andAssigns.   This Agreement shall be binding upon the Loan Parties,the Lenders and theAdministrative Agent and their respective successors and assigns, and shallinure to the benefit of the Loan Parties, the Lenders and the AdministrativeAgent and the successors and assigns of the Lenders and the AdministrativeAgent. No other Person shall be a direct or indirect legal beneficiary of, orhave any direct or indirect cause of action or claim in connection with, thisAgreement or any of the other Loan Documents. The Loan Parties may not assignor transfer any of their rights or Obligations under this Agreement without theprior written consent of the Administrative Agent and each Lender.

## 15.15       Captions.   Section captionsused in this Agreement are for convenience only and shall not affect the construction of thisAgreement.

## 15.16       CustomerIdentification - USA Patriot Act Notice.   Each Lender and LaSalle (for itself andnot on behalf of anyother party) hereby notifies the Loan Parties that, pursuant to therequirements of the USA Patriot Act, Title III of Pub. L. 107-56, signedinto law October 26, 2001 (the “Act”), it is required to obtain, verifyand record information that identifies the Loan Parties, which informationincludes the name and address of the Loan Parties and other information thatwill allow such Lender or LaSalle, as applicable, to identify the Loan Partiesin accordance with the Act.

## 15.17       **INDEMNIFICATION BY THE COMPANY.**   **IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENTBY THE ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THECOMMITMENTS PROVIDED HEREUNDER, THE COMPANY HEREBY AGREES TO INDEMNIFY,EXONERATE AND HOLD THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THEOFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVEAGENT AND EACH LENDER (EACH A “LENDER PARTY”) FREE AND HARMLESS FROM ANDAGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGESAND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIEDLIABILITIES”), INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, ORARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER,**

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**MERGER,PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTIONFINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING,RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OFANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANYVIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTYOWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED THEREON, (D) THEINVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOANPARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY ORINDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION,DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOANDOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIEDLIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSSNEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLEJUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THEFOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE COMPANYHEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTIONOF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLELAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALLSURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION ORTERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANYMODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTSAND TERMINATION OF THIS AGREEMENT.**

## 15.18       Nonliability ofLenders.   The relationship between the Loan Parties on the one handand the Lenders and theAdministrative Agent on the other hand shall be solely that of borrower andlender. Neither the Administrative Agent nor any Lender has any fiduciaryrelationship with or duty to any Loan Party arising out of or in connectionwith this Agreement or any of the other Loan Documents, and the relationship betweenthe Loan Parties, on the one hand, and the Administrative Agent and theLenders, on the other hand, in connection herewith or therewith is solely thatof debtor and creditor. Neither the Administrative Agent nor any Lenderundertakes any responsibility to any Loan Party to review or inform any LoanParty of any matter in connection with any phase of any Loan Party’s businessor operations. The Company agrees, on behalf of itself and each other LoanParty, that neither the Administrative Agent nor any Lender shall haveliability to any Loan Party (whether sounding in tort, contract or otherwise)for losses suffered by any Loan Party in connection with, arising out of, or inany way related to the transactions contemplated and the relationshipestablished by the Loan Documents, or any act, omission or event occurring inconnection therewith, unless it is determined in a final non-appealablejudgment by a court of competent jurisdiction that such losses resulted fromthe gross negligence or willful misconduct of the party from which recovery 

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is sought. **NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGESARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINEDTHROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS INCONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITYWITH RESPECT TO, AND THE COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY,HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY SPECIAL, PUNITIVE,EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANYOTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH ORTHEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE).**The LoanParties acknowledges that it has been advised by counsel in the negotiation,execution and delivery of this Agreement and the other Loan Documents to whichthey are party. No joint venture is created hereby or by the other LoanDocuments or otherwise exists by virtue of the transactions contemplated herebyamong the Lenders or among the Loan Parties and the Lenders

## 15.19       **FORUM SELECTION AND CONSENT TO JURISDICTION.**   **ANY LITIGATION BASEDHEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANYOTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTSOF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERNDISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BEDEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT ORTAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE COMPANY HEREBYEXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THESTATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERNDISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BYREGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THESTATE OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW ORHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANYSUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEENBROUGHT IN AN INCONVENIENT FORUM.**

## 15.20       **WAIVER OF JURY TRIAL.**   **EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANYRIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANYRIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANYAMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THEFUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANYLENDING**

69

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**RELATIONSHIPEXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCHACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.**

[signature pages follow]

70

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The parties heretohave caused this Agreement to be duly executed and delivered by their dulyauthorized officers as of the date first set forth above.
| ** ** | **OPTION CARE, INC.** |
|------------|-----------------------|
| ** ** | ** **            |
|       | By:                   |   |
|       | Title:                |   |
|       |                  |   |
|       |                  |   |
| ** ** | **[SUBSIDIARIES]**    |
| ** ** | ** **            |
|       | By:                   |   |
|       | Title:                |   |

 

 

Signature Page to Credit

Agreement

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|        | LASALLE BANK NATIONAL ASSOCIATION, as Administrative  Agent, as Issuing Lender and as a Lender |
|--------|------------------------------------------------------------------------------------------------|
|   |                                                                                           |
|   | By:                                                                                            |   |
|   | Title:                                                                                         |   |

----

 
|            | **[OTHER LENDERS]** |
|------------|---------------------|
| ** ** | ** **          |
|       | By:                 |   |
|       | Title:              |   |

 

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ANNEX A

LENDERS AND PRO RATA SHARES

| Lender                             | ** ** | **Revolving  Commitment Amount** | ** **     | **Pro Rata Share** | ** ** |
|------------------------------------|------------|---------------------------------------|----------------|------------------------------|------------|
| LaSalle Bank  National Association | ** ** | **$**                                 | **35,000,000** | *****                        | **100**    | **%** |
|                               | ** ** | ** **                            | ** **     | ** **                   | ** ** |
| TOTALS                             | ** ** | **$**                                 | **35,000,000** | ** **                   | **100**    | **%** |

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**                   *IncludesSwing Line Commitment Amount of $2,500,000, conditioned on syndication.

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ANNEX B

ADDRESSESFOR NOTICES

OPTION CARE, INC., AND SUBSIDIARIES

485 Half Day RoadSuite 300Buffalo Grove, IL 60089

Attention: JosephBonaccorsiTelephone: (847) 229-7794Facsimile: (847) 913-9024

LASALLE BANK NATIONAL ASSOCIATION,as Administrative Agent, Issuing Lender and a Lender

*Notices ofBorrowing , Conversion, Continuation and Letter of Credit Issuance*

135 South LaSalle StreetChicago, Illinois 60603Attention: Geraldine RudigTelephone: (312) 904-5644Facsimile:  (312) 904-6457

*All Other Notices*

135 South LaSalle StreetChicago, Illinois 60603Attention: Geraldine RudigTelephone: (312) 904-5644Facsimile:  (312) 904-6457

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EXHIBIT A

FORM OFNOTE
|             | May 5, 2006  |
|-------------|-------------------|
| $35,000,000 | Chicago, Illinois |

 

The undersigned, for valuereceived, promise to pay to the order of LaSalle Bank National Association (the“Lender”) at the principal office of LaSalle Bank National Association(the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amountof all Loans made to the undersigned by the Lender pursuant to the CreditAgreement referred to below (as shown on the schedule attached hereto (and anycontinuation thereof) or in the records of the Lender), such principal amountto be payable on the dates set forth in the Credit Agreement.

The undersigned furtherpromise to pay interest on the unpaid principal amount of each Loan from thedate of such Loan until such Loan is paid in full, payable at the rate(s) andat the time(s) set forth in the Credit Agreement. Payments of bothprincipal and interest are to be made in lawful money of the United States ofAmerica.

This Note evidencesindebtedness incurred under, and is subject to the terms and provisions of, theCredit Agreement, dated as of May 5, 2006 (as amended, restated,supplemented or otherwise modified from time to time, the “Credit Agreement”;terms not otherwise defined herein are used herein as defined in the CreditAgreement), among the undersigned, certain financial institutions (includingthe Lender) and the Administrative Agent, to which Credit Agreement referenceis hereby made for a statement of the terms and provisions under which thisNote may or must be paid prior to its due date or its due date accelerated.

This Note is made under andgoverned by the laws of the State of Illinois applicable to contracts made andto be performed entirely within such State.
| ** ** | **OPTION CARE, INC.** |
|------------|-----------------------|
| ** ** | ** **            |
|       | By:                   |   |
|       | Title:                |   |
|       |                  |   |
|       |                  |   |
| ** ** | **[SUBSIDIARIES]**    |
| ** ** | ** **            |
|       | By:                   |   |
|       | Title:                |   |

 

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EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

To:                          LaSalle Bank National Association, asAdministrative Agent

Please refer to the CreditAgreement dated as of May 5, 2006 (as amended, restated, supplemented orotherwise modified from time to time, the “Credit Agreement”) among****Option Care, Inc. (the “Company”),certain Subsidiaries of the Company, various financial institutions and LaSalleBank National Association, as Administrative Agent. Terms used but nototherwise defined herein are used herein as defined in the Credit Agreement.

I.                                                         Reports.Enclosed herewith is a copy of the **[annualaudited/quarterly/monthly]** report of the Company as at                       ,       (the “Computation Date”), whichreport fairly presents in all material respects the financial condition andresults of operations **[(subject to theabsence of footnotes and to normal year-end adjustments)]** of theCompany as of the Computation Date and has been prepared in accordance withGAAP consistently applied.

II.                                                     FinancialTests. The Company hereby certifies and warrants to you that the followingis a true and correct computation as at the Computation Date of the followingratios and/or financial restrictions contained in the Credit Agreement:
| **A.**     | **Section 11.14.1 — Tangible Net Worth**              |                        |
|------------|-----------------------------------------------------------------|-----------------------------|
| ** ** | ** **                                                      |                        |
|       | 1.                                                              | Tangible Net Worth          | $ |
|       |                                                            |                        |   |
|       | 2.                                                              | Minimum required            | $15,000,000 |
|       |                                                            |                        |   |
| **B.**     | **Section 11.14.2 - Reserved**                             |                        |
| ** ** | ** **                                                      |                        |
| **C.**     | **Section 11.14.3 - Minimum Interest Coverage  Ratio**     |                        |
| ** ** | ** **                                                      |                        |
|       | 1.                                                              | EBITDA                      | $ |
|       |                                                            |                        |   |
|       | 2.                                                              | Interest Expense            | $ |
|       |                                                            |                        |   |
|       | 3.                                                              | Ratio of (1) to (2)    |         to 1.00 |
|       |                                                            |                        |   |
|       | 4.                                                              | Minimum required            | 2.00 to 1.00 |
|       |                                                            |                        |   |
| **D.**     | **Section 11.14.4 - Maximum Senior Debt to  EBITDA Ratio** |                        |
| ** ** | ** **                                                      |                        |
|       | 1.                                                              | Senior Debt                 | $ |
|       |                                                            |                        |   |
|       | 2.                                                              | EBITDA                      | $ |
|       |                                                            | (from Item C(1) above) |   |
|       |                                                            |                        |   |
|       | 3.                                                              | Ratio of (1) to (2)    |         to 1.00 |
|       |                                                            |                        |   |

----

 
|            | 4.                                                             | Maximum allowed             | 2.50 to 1.00                                             |
|------------|----------------------------------------------------------------|-----------------------------|----------------------------------------------------------|
|       |                                                           |                        |                                                     |
| **E.**     | **Section 11.14.5 - Maximum Total Debt to  EBITDA Ratio** |                        |
| ** ** | ** **                                                     |                        |
|       | 1.                                                             | Total Debt                  | $                                                        |
|       |                                                           |                        |                                                     |
|       | 2.                                                             | EBITDA                      | $                                                        |
|       |                                                           | (from Item C(1) above) |                                                     |
|       |                                                           |                        |                                                     |
|       | 3.                                                             | Ratio of (1) to (2)    |          to 1.00 |
|       |                                                           |                        |                                                     |
|       | 4.                                                             | Maximum allowed             | 3.50 to 1.00                                             |

 

The Company furthercertifies to you that no Event of Default or Unmatured Event of Default hasoccurred and is continuing.

The Company has caused thisCertificate to be executed and delivered by its duly authorized officer on                     ,         .
| ** ** | OPTION CARE, INC. |
|------------|-------------------|
| ** ** | ** **        |
|       | By:               |   |
|       | Title:            |   |

 

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EXHIBIT C

Reserved

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EXHIBIT D

FORM OFASSIGNMENT AGREEMENT

Date:                                 

To:          Option Care, Inc.

and

LaSalle BankNational Association, as Administrative Agent

Re:          Assignment under the CreditAgreement referred to below

Gentlemen and Ladies:

Please refer to Section 15.6.1of the Credit Agreement dated as of May 5, 2006 (as amended or otherwisemodified from time to time, the “Credit Agreement”) among Option Care, Inc.(the “Company”), certain Subsidiaries of the Company, various financialinstitutions and LaSalle Bank National Association, as administrative agent (insuch capacity, the “Administrative Agent”). Unless otherwise definedherein or the context otherwise requires, terms used herein have the meaningsprovided in the Credit Agreement.

                     (the “Assignor”) hereby sells and assigns, without recourse, to                      (the “Assignee”), and the Assignee hereby purchases and assumes from theAssignor, that interest in and to the Assignor’s rights and obligations underthe Credit Agreement as of the date hereof equal to       %of all of the Loans, of the participation interests in the Letters of Creditand of the Commitments, such sale, purchase, assignment and assumption to beeffective as of                   ,       , or such later date on which theCompany and the Administrative Agent shall have consented hereto (the “EffectiveDate”). After giving effect to such sale, purchase, assignment andassumption, the Assignee’s and the Assignor’s respective Percentages forpurposes of the Credit Agreement will be as set forth opposite their names onthe signature pages hereof.

The Assignorhereby instructs the Administrative Agent to make all payments from and afterthe Effective Date in respect of the interest assigned hereby directly to theAssignee. The Assignor and the Assignee agree that all interest and feesaccrued up to, but not including, the Effective Date are the property of theAssignor, and not the Assignee. The Assignee agrees that, upon receipt of anysuch interest or fees, the Assignee will promptly remit the same to theAssignor.

The Assignorrepresents and warrants that it is the legal and beneficial owner of theinterest being assigned by it hereunder and that such interest is free andclear of any adverse claim.

----

The Assigneerepresents and warrants to the Company and the Administrative Agent that, as ofthe date hereof, the Loan Parties will not be obligated to pay any greateramount under Section 7.6 or 8 of the Credit Agreement than the LoanParties are obligated to pay to the Assignor under such Section. [The Assigneehas delivered, or is delivering concurrently herewith, to the Company and theAdministrative Agent the forms required by Section 7.6 of the CreditAgreement.] [INSERT IF ASSIGNEE IS ORGANIZED UNDER THE LAWS OF A JURISDICTIONOTHER THAN THE UNITED STATES OF AMERICA OR A STATE THEREOF.]  The [Assignee/Assignor] [Borrower] shall paythe fee payable to the Administrative Agent pursuant to Section 15.6.1.

The Assigneehereby confirms that it has received a copy of the Credit Agreement. Except asotherwise provided in the Credit Agreement, effective as of the Effective Date:

(a)                                  theAssignee (i) shall be deemed automatically to have become a party to theCredit Agreement and to have all the rights and obligations of a “Lender” underthe Credit Agreement as if it were an original signatory thereto to the extentspecified in the second paragraph hereof; and (ii) agrees to be bound bythe terms and conditions set forth in the Credit Agreement as if it were anoriginal signatory thereto; and

(b)                                 theAssignor shall be released from its obligations under the Credit Agreement tothe extent specified in the second paragraph hereof.

The Assigneehereby advises each of you of the following administrative details with respectto the assigned Loans and Commitment:

(A)          InstitutionName:

Address:

Attention:

Telephone:

Facsimile:

(B)           PaymentInstructions:

This Assignmentshall be governed by and construed in accordance with the laws of the State ofIllinois

Please evidenceyour receipt hereof and your consent to the sale, assignment, purchase andassumption set forth herein by signing and returning counterparts hereof to theAssignor and the Assignee.

----

 
| Percentage =      %          | [ASSIGNEE] |
|-------------------------------------------------------|------------|
| ** **                                            | ** ** |
|                                                  | By:        |   |
|                                                  | Title:     |   |
|                                                  |       |   |
| Adjusted Percentage =      % | [ASSIGNOR] |
| ** **                                            | ** ** |
|                                                  | By:        |   |
|                                                  | Title:     |   |
|                                                  |       |   |

 
| ACKNOWLEDGED AND CONSENTED TO  this        day of                   ,           |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                            |
| LASALLE BANK NATIONAL ASSOCIATION, as Administrative  Agent                                                                                                                                                                                     |
|                                                                                                                                                                                                                                            |   |   |
| By:                                                                                                                                                                                                                                             |   |   |
| Title:                                                                                                                                                                                                                                          |   |   |
|                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                            |   |   |
| ACKNOWLEDGED AND CONSENTED TO  this        day of                   ,           |   |
|                                                                                                                                                                                                                                            |   |   |
| OPTION CARE, INC.                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                            |   |   |
| By:                                                                                                                                                                                                                                             |   |   |
| Title:                                                                                                                                                                                                                                          |   |   |

 

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EXHIBIT E

FORM OF NOTICE OFBORROWING

To:                          LaSalle Bank National Association, asAdministrative Agent

Please refer to the CreditAgreement dated as of May 5, 2006 (as amended, restated, supplemented orotherwise modified from time to time, the “Credit Agreement”) among Option Care, Inc.(the “Company”), certain Subsidiaries of the Company, various financialinstitutions and LaSalle Bank National Association, as Administrative Agent. Termsused but not otherwise defined herein are used herein as defined in the CreditAgreement.

The undersigned hereby givesirrevocable notice, pursuant to Section 2.2.2 of the CreditAgreement, of a request hereby for a borrowing as follows:

(i)            The requested borrowing date for the proposed borrowing(which is a Business Day) is                           ,        .

(ii)           The aggregate amount of the proposed borrowing is $                    .

(iii)          The type of Revolving Loans comprising the proposedborrowing are [Base Rate] [LIBOR] Loans.

(iv)          The duration of the Interest Period for each LIBOR Loan madeas part of the proposed borrowing, if applicable, is                   months (which shall be 1, 2, 3 or 6 months).

The undersigned herebycertifies that on the date hereof and on the date of borrowing set forth above,and immediately after giving effect to the borrowing requested hereby: (i) thereexists and there shall exist no Unmatured Event of Default or Event of Defaultunder the Credit Agreement; and (ii) each of the representations andwarranties contained in the Credit Agreement and the other Loan Documents istrue and correct as of the date hereof, except to the extent that suchrepresentation or warranty expressly relates to another date and except forchanges therein expressly permitted or expressly contemplated by the CreditAgreement.

The Company has caused thisNotice of Borrowing to be executed and delivered by its officer thereunto dulyauthorized on                              ,               .
|            | OPTION CARE, INC. |
|------------|-------------------|
| ** ** | ** **        |
|       | By:               |   |
|       | Title:            |   |

 

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EXHIBIT F

FORM OF NOTICE OFCONVERSION/CONTINUATION

To:                          LaSalle Bank National Association, asAdministrative Agent

Please refer to the CreditAgreement dated as of May 5, 2006 (as amended, restated, supplemented orotherwise modified from time to time, the “Credit Agreement”) among Option Care, Inc.(the “Company”), certain Subsidiaries of the Company, various financialinstitutions and LaSalle Bank National Association, as Administrative Agent. Termsused but not otherwise defined herein are used herein as defined in the CreditAgreement.

The undersigned hereby givesirrevocable notice, pursuant to Section 2.2.3 of the CreditAgreement, of its request to:

(a)           on [    date   ] convert $[            ]ofthe aggregate outstanding principal amount of the [            ]Loan, bearing interest at the [            ]Rate, into a(n) [            ]Loan [and, in the case of a LIBOR Loan, having an Interest Period of [            month(s)];

[(b)          on [    date   ] continue $[            ]ofthe aggregate outstanding principal amount of the [            ]Loan, bearing interest at the LIBOR Rate, as a LIBOR Loan having an InterestPeriod of [            ]month(s)].

The undersigned hereby represents and warrants that all of theconditions contained in Section 12.2 of the Credit Agreement have beensatisfied on and as of the date hereof, and will continue to be satisfied onand as of the date of the conversion/continuation requested hereby, before andafter giving effect thereto.

The Company has caused thisNotice of Conversion/Continuation to be executed and delivered by its officerthereunto duly authorized on                          ,            .
|            | OPTION CARE, INC. |
|------------|-------------------|
| ** ** | ** **        |
|       | By:               |   |
|       | Title:            |   |

 

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