Exhibit 10.1


SECOND AMENDED AND
RESTATED CREDIT AGREEMENT,


dated as of May 24,
2006




among


ADVANSTAR COMMUNICATIONS
INC.,

as the Borrower,


VARIOUS FINANCIAL
INSTITUTIONS,

as the Lenders,


CREDIT SUISSE, CAYMAN
ISLANDS BRANCH,

as the Administrative Agent

for the Lenders,


CREDIT SUISSE SECURITIES (USA) LLC,


as a
Joint Lead Arranger, Joint Bookrunner and Syndication Agent,


GOLDMAN SACHS CREDIT
PARTNERS L.P.,

as a Joint Lead Arranger and Joint Bookrunner


and


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as the Documentation Agent for the Lenders


 















 


TABLE OF
CONTENTS


	
  

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND ACCOUNTING TERMS

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1
  Defined Terms

  	
   

  
	
  SECTION 1.2 Use of Defined Terms

  	
   

  
	
  SECTION 1.3
  Cross-References

  	
   

  
	
  SECTION 1.4 Accounting and Financial
  Determinations.

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,

  	
   

  
	
  NOTES AND LETTERS OF CREDIT

  	
   

  
	
   

  	
   

  
	
  SECTION 2.1
  Loans; Commitments

  	
   

  
	
  SECTION 2.1.1 Term Loans

  	
   

  
	
  SECTION 2.1.2 Revolving Loan Commitment and Swing
  Line Loan Commitment

  	
   

  
	
  SECTION 2.1.3 Letter of Credit Commitment

  	
   

  
	
  SECTION 2.1.4 Lenders Not Permitted or Required
  to Make the Loans

  	
   

  
	
  SECTION 2.1.5 Issuer Not Permitted or Required to
  Issue Letters of Credit

  	
   

  
	
  SECTION 2.1.6 Assignment and Reallocation of
  Commitments

  	
   

  
	
  SECTION 2.2 Changes in Commitment Amount

  	
   

  
	
  SECTION 2.2.1 Reduction of Commitment Amount

  	
   

  
	
  SECTION 2.2.2 Increases in Revolving Loan
  Commitment Amount; Additional Term Loan Commitments

  	
   

  
	
  SECTION 2.3 Borrowing Procedures and Funding
  Maintenance

  	
   

  
	
  SECTION 2.3.1 Term Loans and Revolving Loans

  	
   

  
	
  SECTION 2.3.2
  Swing Line Loans

  	
   

  
	
  SECTION 2.4 Continuation and Conversion Elections

  	
   

  
	
  SECTION 2.5
  Funding

  	
   

  
	
  SECTION 2.6 Issuance Procedures

  	
   

  
	
  SECTION 2.6.1 Other Lenders’ Participation

  	
   

  
	
  SECTION 2.6.2 Disbursements; Conversion to
  Revolving Loans

  	
   

  
	
  SECTION 2.6.3
  Reimbursement

  	
   

  
	
  SECTION 2.6.4 Deemed Disbursements

  	
   

  
	
  SECTION 2.6.5 Nature of Reimbursement Obligations

  	
   

  



 



 i
 






 



 


	
  SECTION 2.7 Register;
  Notes.

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

  	
   

  
	
   

  	
   

  
	
  SECTION 3.1 Repayments and Prepayments;
  Application.

  	
   

  
	
  SECTION 3.1.1 Repayments and Prepayments

  	
   

  
	
  SECTION 3.1.2
  Application

  	
   

  
	
  SECTION 3.2 Interest Provisions

  	
   

  
	
  SECTION 3.2.1 Rates

  	
   

  
	
  SECTION 3.2.2 Post-Maturity Rates

  	
   

  
	
  SECTION 3.2.3
  Payment Dates

  	
   

  
	
  SECTION 3.3
  Fees

  	
   

  
	
  SECTION 3.3.1
  Commitment Fees

  	
   

  
	
  SECTION 3.3.2 Administrative Agent Fee

  	
   

  
	
  SECTION 3.3.3 Letter of Credit Fee

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  CERTAIN LIBO RATE AND OTHER PROVISIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1 LIBO Rate Lending Unlawful

  	
   

  
	
  SECTION 4.2 Deposits Unavailable

  	
   

  
	
  SECTION 4.3 Increased LIBO Rate Loan Costs, etc

  	
   

  
	
  SECTION 4.4
  Funding Losses

  	
   

  
	
  SECTION 4.5 Increased Capital Costs

  	
   

  
	
  SECTION 4.6
  Taxes

  	
   

  
	
  SECTION 4.7 Payments, Computations, etc

  	
   

  
	
  SECTION 4.8 Sharing of Payments

  	
   

  
	
  SECTION 4.9
  Setoff

  	
   

  
	
  SECTION 4.10
  Mitigation

  	
   

  
	
  SECTION 4.11 Replacement of Lenders

  	
   

  



 



 ii
 






 



 


	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  CONDITIONS TO EFFECTIVENESS AND TO

  	
   

  
	
  FUTURE CREDIT EXTENSIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1
  Effectiveness

  	
   

  
	
  SECTION 5.1.1
  Resolutions, etc

  	
   

  
	
  SECTION 5.1.2 Delivery of Notes

  	
   

  
	
  SECTION 5.1.3 Opinions of Counsel

  	
   

  
	
  SECTION 5.1.4 Fees, Costs, Expenses, Interest etc

  	
   

  
	
  SECTION 5.1.5 Affirmation and Consent

  	
   

  
	
  SECTION 5.1.6 Satisfactory Legal Form

  	
   

  
	
  SECTION 5.2 All Credit Extensions

  	
   

  
	
  SECTION 5.2.1 Compliance with Warranties, No
  Default, etc

  	
   

  
	
  SECTION 5.2.2 Credit Extension Request

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  
	
  SECTION 6.1
  Organization, etc

  	
   

  
	
  SECTION 6.2 Due Authorization, Non-Contravention,
  etc

  	
   

  
	
  SECTION 6.3 Government Approval, Regulation, etc

  	
   

  
	
  SECTION 6.4
  Validity, etc

  	
   

  
	
  SECTION 6.5 Financial Information

  	
   

  
	
  SECTION 6.6 No Material Adverse Change

  	
   

  
	
  SECTION 6.7
  Litigation, etc

  	
   

  
	
  SECTION 6.8
  Subsidiaries

  	
   

  
	
  SECTION 6.9 Ownership of Properties

  	
   

  
	
  SECTION 6.10
  Taxes

  	
   

  
	
  SECTION 6.11 Pension and Welfare Plans

  	
   

  
	
  SECTION 6.12 Environmental Matters

  	
   

  
	
  SECTION 6.13 Regulations U and X

  	
   

  
	
  SECTION 6.14 Accuracy of Information

  	
   

  
	
  SECTION 6.15
  Solvency

  	
   

  



 



 iii
 






 



 


	
  

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 7.1 Affirmative Covenants

  	
   

  
	
  SECTION 7.1.1 Financial Information, Reports,
  Notices, etc

  	
   

  
	
  SECTION 7.1.2 Compliance with Laws, etc

  	
   

  
	
  SECTION 7.1.3 Maintenance of Properties

  	
   

  
	
  SECTION 7.1.4 Insurance

  	
   

  
	
  SECTION 7.1.5 Books and Records

  	
   

  
	
  SECTION 7.1.6 Environmental Covenant

  	
   

  
	
  SECTION 7.1.7 Future Subsidiaries

  	
   

  
	
  SECTION 7.1.8 Future Acquisitions of Leased, Real
  or Other Property

  	
   

  
	
  SECTION 7.1.9 Use of Proceeds, etc

  	
   

  
	
  SECTION 7.1.10 [Intentionally Omitted]

  	
   

  
	
  SECTION 7.1.11 Intellectual Property

  	
   

  
	
  SECTION 7.1.12 [Intentionally Omitted]

  	
   

  
	
  SECTION 7.1.13 Material Subsidiaries

  	
   

  
	
  SECTION 7.2 Negative Covenants

  	
   

  
	
  SECTION 7.2.1 Business Activities

  	
   

  
	
  SECTION 7.2.2
  Indebtedness

  	
   

  
	
  SECTION 7.2.3 Liens

  	
   

  
	
  SECTION 7.2.4 [Intentionally Omitted]

  	
   

  
	
  SECTION 7.2.5
  Investments

  	
   

  
	
  SECTION 7.2.6 Restricted Payments, etc.

  	
   

  
	
  SECTION 7.2.7 [Intentionally Omitted]

  	
   

  
	
  SECTION 7.2.8 Consolidation, Merger, etc

  	
   

  
	
  SECTION 7.2.9 Asset Dispositions, etc

  	
   

  
	
  SECTION 7.2.10 [Intentionally Omitted]

  	
   

  
	
  SECTION 7.2.11 Transactions with Affiliates

  	
   

  
	
  SECTION 7.2.12 Negative Pledges, Restrictive
  Agreements, etc

  	
   

  
	
  SECTION 7.2.13 Securities of Subsidiaries

  	
   

  
	
  SECTION 7.2.14 Restricted Subsidiaries

  	
   

  
	
  SECTION 7.2.15 Designation of Senior
  Indebtedness; Maintenance of Lien Priority

  	
   

  



 



 iv
 






 



 


	
  

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  
	
  SECTION 8.1 Listing of Events of Default

  	
   

  
	
  SECTION 8.1.1 Non-Payment of Obligations

  	
   

  
	
  SECTION 8.1.2 Breach of Warranty

  	
   

  
	
  SECTION 8.1.3 Non-Performance of Certain
  Covenants and Obligations

  	
   

  
	
  SECTION 8.1.4 Non-Performance of Other Covenants
  and Obligations

  	
   

  
	
  SECTION 8.1.5 Default on Other Indebtedness

  	
   

  
	
  SECTION 8.1.6 Judgments

  	
   

  
	
  SECTION 8.1.7
  Pension Plans

  	
   

  
	
  SECTION 8.1.8 Change in Control

  	
   

  
	
  SECTION 8.1.9 Bankruptcy, Insolvency, etc

  	
   

  
	
  SECTION 8.1.10 Impairment of Security, etc

  	
   

  
	
  SECTION 8.1.11 [Intentionally Omitted]

  	
   

  
	
  SECTION 8.2 Action if Bankruptcy, etc

  	
   

  
	
  SECTION 8.3 Action if Other Event of Default

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  THE AGENTS

  	
   

  
	
   

  	
   

  
	
  SECTION 9.1
  Actions

  	
   

  
	
  SECTION 9.2 Funding Reliance, etc

  	
   

  
	
  SECTION 9.3 Exculpation; Notice of Default

  	
   

  
	
  SECTION 9.4
  Successor

  	
   

  
	
  SECTION 9.5 Credit Extensions by each Agent

  	
   

  
	
  SECTION 9.6
  Credit Decisions

  	
   

  
	
  SECTION 9.7
  Copies, etc

  	
   

  
	
  SECTION 9.8 The Syndication Agent and the
  Administrative Agent

  	
   

  
	
  SECTION 9.9
  Documentation Agent

  	
   

  
	
  SECTION 9.10
  Additional Loans; Secured Indebtedness

  	
   

  



 



 v
 






 



 


	
  

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 10.1 Waivers, Amendments, etc

  	
   

  
	
  SECTION 10.2
  Notices

  	
   

  
	
  SECTION 10.3 Payment of Costs and Expenses

  	
   

  
	
  SECTION 10.4
  Indemnification

  	
   

  
	
  SECTION 10.5
  Survival

  	
   

  
	
  SECTION 10.6
  Severability

  	
   

  
	
  SECTION 10.7
  Headings

  	
   

  
	
  SECTION 10.8 Execution in Counterparts;
  Effectiveness

  	
   

  
	
  SECTION 10.9 Governing Law; Entire Agreement

  	
   

  
	
  SECTION 10.10 Successors and Assigns

  	
   

  
	
  SECTION 10.11 Sale and Transfer of Loans and
  Commitments; Participations in Loans

  	
   

  
	
  SECTION 10.11.1
  Assignments

  	
   

  
	
  SECTION 10.11.2 Participations

  	
   

  
	
  SECTION 10.12 Other Transactions

  	
   

  
	
  SECTION 10.13 Forum Selection and Consent to
  Jurisdiction

  	
   

  
	
  SECTION 10.14 Waiver of Jury Trial

  	
   

  
	
  SECTION 10.15 Confidentiality

  	
   

  
	
  SECTION 10.16
  Patriot Act

  	
   

  
	
  SECTION 10.17 Public Information

  	
   

  



 


	
  SCHEDULE I

  	
  -

  	
  Disclosure Schedule

  
	
  SCHEDULE II

  	
  -

  	
  Percentages and Administrative Information

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
  -

  	
  Form of Revolving Note

  
	
  EXHIBIT A-2

  	
  -

  	
  Form of Term Note

  
	
  EXHIBIT A-3

  	
  -

  	
  Form of Swing Line Note

  
	
  EXHIBIT B-1

  	
  -

  	
  Form of Borrowing Request

  
	
  EXHIBIT B-2

  	
  -

  	
  Form of Issuance Request

  
	
  EXHIBIT C

  	
  -

  	
  Form of Continuation/Conversion Notice

  
	
  EXHIBIT D

  	
  -

  	
  Form of Amendment Effective Date Certificate

  
	
  EXHIBIT E

  	
  -

  	
  [Intentionally Omitted]

  
	
  EXHIBIT F

  	
  -

  	
  Form of Lender Assignment Agreement

  
	
  EXHIBIT G-1

  	
  -

  	
  Form of AHC Guaranty and Pledge Agreement

  
	
  EXHIBIT G-2

  	
  -

  	
  Form of Holdco Guaranty and Pledge Agreement

  
	
  EXHIBIT G-3

  	
  -

  	
  Form of Borrower Pledge and Security Agreement

  
	
  EXHIBIT G-4

  	
  -

  	
  Form of Subsidiary Pledge and Security
  Agreement

  
	
  EXHIBIT H

  	
  -

  	
  Form of Subsidiary Guaranty

  



 



 vi















SECOND AMENDED AND RESTATED CREDIT AGREEMENT


THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of May 24, 2006, is by and among ADVANSTAR COMMUNICATIONS INC., a
New York corporation (the “Borrower”), the various financial
institutions as are or may become parties hereto (collectively, the “Lenders”),
CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”) as a Joint Lead
Arranger, Joint Bookrunner and Syndication Agent (in such capacity, the “Syndication
Agent”) for the Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”),
as a Joint Lead Arranger and Joint Bookrunner (together with CS Securities, in
such capacities, the “Lead Arrangers”), CREDIT SUISSE, CAYMAN ISLANDS
BRANCH (“Credit Suisse”)(as successor to Bank of America N.A.), as
administrative agent (in such capacity, the “Administrative Agent”, and
collectively with the Syndication Agent, the “Agents”) for the Lenders
and WELLS FARGO BANK, NATIONAL ASSOCIATION., as documentation agent (in such
capacity, the “Documentation Agent”) for the Lenders.


W I T N E S S E T H:


WHEREAS, pursuant to the Credit Agreement dated as of October 11,
2000 (as amended, supplemented or otherwise modified prior to the date hereof,
the “Existing Credit Agreement”), among the Borrower, various financial
institutions as lenders (the “Existing Lenders”), DLJ Capital Funding, Inc.
(“DLJ Capital Funding”, the predecessor of Credit Suisse), as lead
arranger and as syndication agent for the Existing Lenders, Fleet National Bank
(the predecessor of Bank of America, N.A.), as administrative agent for the
Existing Lenders, and DLJ Capital Funding, as documentation agent for the
Existing Lenders, the Existing Lenders, on the terms and subject to the
conditions set forth therein, committed to make extensions of credit to the
Borrower and did extend a revolving loan commitment, letter of credit
commitment and swing line loan commitment and made the Initial Term-A Loans and
the Initial Term-B Loans (each as defined in the Existing Credit Agreement);


WHEREAS, pursuant to the terms of the Existing Credit
Agreement, all outstanding Initial Term-A Loans and Initial Term-B Loans (so
defined) have been prepaid prior to the Amendment Effective Date and no
outstanding Term Loan Commitments remain under the Existing Credit Agreement;


WHEREAS, on the Amendment Effective Date, there are no
Loans (as defined in the Existing Credit Agreement) outstanding under the
Existing Credit Agreement;


WHEREAS, in connection with the ongoing working
capital and general corporate needs of the Borrower and its Subsidiaries, the
Borrower has requested that the Revolving Loan Commitment Amount be continued
and reduced to an amount equal to $50,000,000 and that a new Term Loan be made
to the Borrower on the Amendment Effective Date in the amount of $10,000,000; 


WHEREAS, the Borrower has requested that the Existing
Credit Agreement be amended and restated in its entirety to become effective
and binding on the Borrower pursuant to the terms of this Agreement, and the
Lenders and the Existing Lenders have agreed to amend and restate the Existing
Credit Agreement in its entirety to read as set forth herein, and it has been
agreed by









 



the parties to the
Existing Credit Agreement that (a) the commitments which the Existing
Lenders have agreed to extend to the Borrower under the Existing Credit
Agreement shall be extended or advanced upon the amended and restated terms and
conditions contained in this Agreement and (b) the Obligations (as defined
in the Existing Credit Agreement) outstanding under the Existing Credit
Agreement shall be governed by and deemed to be outstanding under the amended
and restated terms and conditions contained in this Agreement, with the intent
that the terms of this Agreement shall supersede the terms of the Existing
Credit Agreement (each of which shall hereafter have no further effect upon the
parties thereto, other than for accrued fees and expenses, and indemnification
provisions, accrued and owing under the terms of the Existing Credit Agreement
on or prior to the date hereof or arising (in the case of an indemnification)
under the terms of the Existing Credit Agreement);


WHEREAS, all Obligations are and shall continue to be
secured by, among other things, the Pledge Agreements and shall continue to be
guaranteed by each Guarantor; and


NOW, THEREFORE, the parties hereto hereby agree to
amend and restate the Existing Credit Agreement, and the Existing Credit
Agreement is, upon satisfaction (or waiver in accordance with Section 10.1)
of the conditions set forth in Section 5.2,  hereby amended and restated in its entirety
as follows.


ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS


SECTION 1.1  Defined Terms. The following terms
(whether or not underscored) when used in this Agreement, including its
preamble and recitals, shall, except where the context otherwise requires, have
the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):


 “Additional
Revolving Loan Commitment” is defined in Section 2.2.2.


“Additional Revolving Loan Commitment Amount”
is defined in Section 2.2.2.


“Additional Term Loan” is defined in Section 2.2.2.


“Additional Term Loan Commitment” is defined in
Section 2.2.2.


“Additional Term Loan Commitment Amount” is
defined in Section 2.2.2.


“Administrative Agent” is defined in the preamble
and includes (y) each other Person as shall have subsequently been
appointed as the successor Administrative Agent pursuant to Section 9.4
and (z) with respect to any date prior to the Amendment Effective Date,
Bank of America, N.A. or predecessor Administrative Agent.


“Advanstar.com” means Advanstar.com, Inc.,
a Delaware corporation.


“Advanstar IH” means Advanstar IH, Inc., a
Delaware corporation.



 2
 






 



“Affiliate” of any Person means any other
Person which, directly or indirectly, controls, is controlled by or is under
common control with such Person (excluding any trustee under, or any committee
with responsibility for administering, any Plan). A Person shall be deemed to
be “controlled by” any other Person if such other Person possesses, directly or
indirectly, power (a) to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election of directors or
managing general partners, or (b) to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.


“Affirmation and Consent” means the Affirmation
and Consent to be executed and delivered by each Obligor pursuant to the terms
hereof, in form and substance reasonably satisfactory to the Agents.


“Agents” means, collectively, the Administrative
Agent and the Syndication Agent.


“Agreement” means, on any date, the Existing
Credit Agreement as amended and restated hereby and as further amended,
supplemented, amended and restated, or otherwise modified from time to time and
in effect on such date.


“AHC” means Advanstar Holdings, Corp., a
Delaware corporation.


“AHC Guaranty and Pledge Agreement” means the
Guaranty and Pledge Agreement, dated as of October 11, 2000, substantially
in the form of Exhibit G-1 hereto, executed and delivered by an
Authorized Officer of AHC, pursuant to the terms of the Existing Credit
Agreement, as amended, supplemented, amended and restated or otherwise modified
through the Amendment Effective Date, and as further amended, supplemented,
amended and restated or otherwise modified from time to time.


“Alternate Base Rate” shall mean, for any day,
a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal
to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any
change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective as of the opening of business
on the effective date of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.


“Amendment Effective Date” means the date this
Agreement becomes effective pursuant to Sections 5.1 and 10.8.


“Applicable Margin” means with respect to the
unpaid principal amount of each (i) Swing Line Loan (which shall be
borrowed and maintained only as a Base Rate Loan) and each Revolving Loan and
Term Loan maintained as a Base Rate Loan, 1.50% per annum, and (ii)each
Revolving Loan and Term Loan maintained as a LIBO Rate Loan, 2.50% per annum.


“Assignee Lender” is defined in Section 10.11.1.


“Assignor Lender” is defined in Section 10.11.1.


“Assumed Indebtedness” means Indebtedness of a
Person which is (a) in existence at the time such Person becomes a
Restricted Subsidiary or (b) is assumed in connection with an



 3
 






 



Investment in or
acquisition of such Person, and has not been incurred or created by such Person
in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary.


“Authorized Officer” means, relative to any
Obligor, those of its officers whose signatures and incumbency shall have been
certified to the Administrative Agent and the Lenders pursuant to Section 5.1.1.


“Base Financial Statements” means (i) the
audited consolidated balance sheets of Holdco and its Subsidiaries as at December 31,
2004 and December 31, 2005, and the audited consolidated statements of
operations and cash flows of Holdco and its Subsidiaries for the Fiscal Years
ended December 31, 2003, December 31, 2004 and December 31, 2005
and (ii) the unaudited consolidated balance sheet as at March 31,
2006 and the related statement of operations and cash flows of Holdco and its
Subsidiaries for March 31, 2006.


“Base Rate Loan” means a Loan bearing interest
at a fluctuating rate determined by reference to the Alternate Base Rate.


“Board of Directors” means the Board of
Directors of any Person, or any authorized Committee of the Board of Directors.


“Borrower” is defined in the preamble.


“Borrower Pledge and Security Agreement” means
the Pledge and Security Agreement, dated as of October 11, 2000,
substantially in the form of Exhibit G-3 hereto, executed and
delivered by an Authorized Officer of the Borrower pursuant to the terms of the
Existing Credit Agreement as amended, supplemented, amended and restated or
otherwise modified through the Amendment Effective Date, and as further
amended, supplemented, amended and restated or otherwise modified from time to
time.


“Borrowing” means Loans of the same type and,
in the case of LIBO Rate Loans, having the same Interest Period made by the
relevant Lenders on the same Business Day and pursuant to the same Borrowing
Request in accordance with Section 2.1.


“Borrowing Request” means a loan request and
certificate duly executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit B-1 hereto.


“Business Day” shall mean any day other than a
Saturday, Sunday or day on which commercial banks in New York City are
authorized or required by law to close; provided, however, that
when used in connection with a LIBO Rate Loan (including with respect to all
notices and determinations in connection therewith and any payments of
principal, interest or other amounts thereon), the term “Business Day”
shall also exclude any day on which banks are not open for dealings in dollar
deposits in the London interbank market.


“Capital Expenditures” means for any period,
the sum, without duplication, of (a) the aggregate amount of all
expenditures of the Borrower and its Restricted Subsidiaries for fixed or capital
assets made during such period which, in accordance with GAAP, would be
classified as capital expenditures, and (b) the aggregate amount of the
principal component of all Capitalized



 4
 






 



Lease Liabilities
incurred during such period by the Borrower and its Restricted Subsidiaries; provided,
however, that Capital Expenditures shall not include (i) any such
expenditures or any such principal component funded with any Net Disposition
Proceeds of any asset sale permitted under clause (c) of Section 7.2.9
or any asset sale of obsolete or worn out equipment permitted under clause (a)(i) of
Section 7.2.9 or (ii) any Investment made under Section 7.2.5
(other than pursuant to clause (d) thereof).


“Capital Stock” means, (a) in the case of
a corporation, any and all capital or corporate stock, including shares of
preferred or preference stock of such corporation, (b) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) in respect of corporate or
capital stock, (c) in the case of a partnership or limited liability
company, any and all partnership or membership interests (whether general or
limited) and (d) any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person; provided, however,
that Earn-outs shall not constitute Capital Stock.


“Capitalized Lease Liabilities” means all
monetary obligations of the Borrower or any of its Subsidiaries under any
leasing or similar arrangement which, in accordance with GAAP, would be
classified as capitalized leases, and, for purposes of this Agreement and each
other Loan Document, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP, and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under
such lease prior to the first date upon which such lease may be terminated by
the lessee without payment of a penalty.


“Cash Collateralize” means, with respect to a
Letter of Credit, the deposit of immediately available funds, in Dollars, into
a cash collateral account maintained with (or on behalf of) the Administrative
Agent on terms satisfactory to the Administrative Agent in an amount equal to
the Stated Amount of such Letter of Credit.


“Cash Equivalent Investment” means, at any
time:


(a)           any evidence of Indebtedness,
maturing (except in the case of any such Indebtedness acquired in connection
with the defeasance (including legal defeasance and covenant defeasance) of
Existing Senior Subordinated Notes permitted hereunder) not more than one year
after such time, issued directly by the United States or any agency thereof or
guaranteed by the United States or any agency thereof;


(b)           commercial paper, maturing not more
than nine months from the date of issue, which is (i) rated at least A-l
by S&P or P-l by Moody’s and not issued by an Affiliate of any
Obligor, or (ii) issued by any Lender (or its holding company);


(c)           any time deposit, certificate of
deposit or bankers acceptance, maturing not more than one year after such time,
maintained with or issued by either (i) a commercial banking institution
(including U.S. branches of foreign banking institutions) that has a combined
capital and surplus and undivided profits of not less than $100,000,000, or (ii) any
Lender;



 5
 






 



(d)           short-term tax-exempt securities
rated not lower than MIG-1/1+ by either Moody’s or S&P with
provisions for liquidity or maturity accommodations of 183 days or less;


(e)           repurchase agreements which (i) are
entered into with any Person referred to in clause (b) or (c) above
or any other financial institution whose unsecured long-term debt (or the
unsecured long-term debt of whose holding company) is rated at least A- or
better by S&P or Baa1 or better by Moody’s and maturing not more than one
year after such time, and (ii) are secured by a fully perfected security
interest in securities of the type referred to in clause (a) above;


(f)            any money market or similar fund not
less than 95% of the assets of which are comprised of any of the items
specified in clauses (a) through (e) above and as to
which withdrawals are permitted at least every 90 days; or


(g)           in the case of any Restricted Subsidiary
organized or having a material place of business outside the United States,
investments denominated in the currency of the jurisdiction in which such
Subsidiary is organized or has a material place of business which are similar
to the items specified in clauses (a) through (f) above.


“Casualty Event” means the damage, destruction
or condemnation, as the case may be, of any property of the Borrower or any of
its Restricted Subsidiaries.


“Casualty Proceeds” means, with respect to any
Casualty Event, the amount of any insurance proceeds or condemnation awards
received by the Borrower or any Restricted Subsidiary in connection therewith,
but excluding any proceeds or awards required to be paid to a creditor (other
than the Lenders) which holds a Lien on the property which is the subject of
such Casualty Event which Lien (a) is permitted by Section 7.2.3
and (b) has priority over the Liens securing the Obligations.


“CERCLA” means the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended.


“CERCLIS” means the Comprehensive Environmental
Response Compensation Liability Information System List.


“Change in Control” means (a) the failure
of Holdco (or, following a liquidation, dissolution, merger or consolidation
permitted under clause (b) of Section 5.9 of the Holdco Guaranty and
Pledge Agreement, AHC) at any time to own, free and clear of all Liens and
encumbrances (other than Liens of the types permitted to exist under clauses (b),
(d) and (g) of Section 7.2.3), all right,
title and interest in 100% of the Voting Stock of the Borrower; (b) except
pursuant to a liquidation, dissolution, merger or consolidation permitted under
clause (b) of Section 5.9 of the AHC Guaranty and Pledge Agreement,
the failure of AHC at any time to own, free and clear of all Liens and
encumbrances (other than Liens of the types permitted to exist under clauses (b),
(d) and (g) of Section 7.2.3), all right,
title and interest in 100% of the Voting Stock of Holdco; (c) (i) prior
to a Qualifying IPO, the failure of the DLJ Merchant Banking Partners III, L.P.
and certain affiliated investment funds, their Affiliates and members of
management of the Borrower and the Restricted Subsidiaries, in the aggregate at
any time to



 6
 






 



own, free and clear of
all Liens and encumbrances (other than Liens of the types permitted to exist
under clause (d) or (g) of Section 7.2.3)
all right, title and interest in at least 51% (on a fully diluted basis) of the
economic and voting interest in the Voting Stock of AHC or (ii) after the
consummation of a Qualifying IPO, the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of shares representing more than the greater of (x) 35% of the aggregate
ordinary voting power represented by the issued and outstanding Capital Stock
of such entity and (y) the percentage of the aggregate ordinary voting
power represented by the issued and outstanding Capital Stock; or (d) the
occurrence of a “Change of Control” or similar term (in each case, as defined
in any document governing the Existing Senior Notes or the Existing Senior
Subordinated Notes, respectively).


“Charter Document” means, relative to any
Obligor, its certificate of incorporation, its by-laws or other
constituent documents and all shareholder agreements, voting trusts and similar
arrangements to which such Obligor is a party applicable to any of its
authorized shares of Capital Stock.


“Closing Date” means October 11, 2000, the
date of the initial Credit Extension under the Existing Credit Agreement.


“Code” means the Internal Revenue Code of 1986,
as amended.


“Commitment” means, as the context may require,
(a) a Lender’s Revolving Loan Commitment, Letter of Credit Commitment,
Additional Revolving Loan Commitment, Term Loan Commitment or Additional Term
Loan Commitment or (b) the Swing Line Lender’s Swing Line Loan Commitment.


“Commitment Amount” means, as the context may
require, the Revolving Loan Commitment Amount, the Letter of Credit Commitment
Amount, the Term Loan Commitment Amount, the Additional Revolving Loan
Commitment Amount, the Additional Term Loan Commitment Amount or the Swing Line
Loan Commitment Amount.


“Commitment Termination Event” means (a) the
occurrence of any Event of Default described in clauses (b) through
(d) of Section 8.1.9 with respect to any Obligor (other
than Subsidiaries that are not Material Subsidiaries) or (b) the
occurrence and continuance of any other Event of Default and either (A) the
declaration of the Loans to be due and payable pursuant to Section 8.3,
or (B) in the absence of such declaration, the giving of notice to the
Borrower by the Administrative Agent, acting at the direction of the Required
Lenders, that the Commitments have been terminated.


 “Consolidated
JV” is defined in the definition of “Subsidiary”.


“Contingent Liability” means any agreement,
undertaking or arrangement by which any Person guarantees, endorses or
otherwise becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to supply
funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor
against loss) the indebtedness, obligation or any other liability of any other
Person (other than by endorsements of instruments



 7
 






 



in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other Person. The amount of any Person’s obligation under any
Contingent Liability shall (subject to any limitation set forth therein) be
deemed to be the outstanding principal amount of the debt, obligation or other
liability guaranteed thereby.


“Continuation/Conversion Notice” means a notice
of continuation or conversion and certificate duly executed by an Authorized
Officer of the Borrower, substantially in the form of Exhibit C
hereto.


“Controlled Group” means all members of a
controlled group of corporations and all members of a controlled group of
trades or businesses (whether or not incorporated) under common control which,
together with the Borrower, are treated as a single employer under Section 414(b) or
414(c) of the Code or Section 4001 of ERISA, or for purposes of Section 412
of the Code, Section 414(m) or Section 414(o) of the Code.


“Credit Extension” means, as the context may
require, (a) the making of a Loan by a Lender, or (b) the issuance of
any Letter of Credit, or the extension of any Stated Expiry Date of any
previously issued Letter of Credit, by any Issuer.


“Credit Suisse” is defined in the preamble
hereto.


“CS Securities” is defined in the preamble
hereto.


“Current Assets” means, on any date, all assets
which, in accordance with GAAP, would be included as current assets on a
consolidated balance sheet of the Borrower and its Restricted Subsidiaries at
such date as current assets (excluding, however, amounts due and to become due
from Affiliates of the Borrower which have arisen from transactions which are
other than arm’s-length and in the ordinary course of its business).


“Current Liabilities” means, on any date, all
amounts which, in accordance with GAAP, would be included as current
liabilities on a consolidated balance sheet of the Borrower and its Restricted
Subsidiaries at such date, excluding current maturities of Indebtedness.


“Debt” means the outstanding principal amount
of all Indebtedness of the Borrower and its Restricted Subsidiaries that (i) is
of the type referred to in clause (a) (provided, however,
that any Earn-outs included in Indebtedness under such clause (a) shall
be included as “Debt” at the after-tax amount thereof), clause (b) (other
than undrawn commercial letters of credit and undrawn letters of credit in
respect of workers’ compensation, insurance, performance and surety bonds and
similar obligations, in each case incurred in the ordinary course of business)
and clause (c), in each case of the definition of “Indebtedness”,
and (ii) any Contingent Liability in respect of any of the foregoing types
of Indebtedness.


“Default” means any Event of Default or any
condition, occurrence or event which, after notice or lapse of time or both,
would, unless cured or waived, constitute an Event of Default.


“Disbursement” is defined in Section 2.6.2.


“Disbursement Date” is defined in Section 2.6.2.



 8
 






 



“Disbursement Due Date” is defined in Section 2.6.2.


“Disclosure Schedule” means the Disclosure
Schedule attached hereto as Schedule I, as it may be amended,
supplemented or otherwise modified from time to time by the Borrower with the
written consent of the Required Lenders.


“Disposition” (or similar words such as “Dispose”)
means any sale, transfer or other conveyance (including by way of merger) of
any of the Borrower’s or its Subsidiaries’ assets (including accounts
receivable and Capital Stock of Subsidiaries) to any other Person (other than
to another Obligor) in a single transaction or series of transactions.


“Documentation Agent” is defined in the
preamble.


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


“Earn-outs” means any obligations of the
Borrower or any of its Restricted Subsidiaries to pay any amounts constituting
the payment of deferred purchase price with respect to any acquisition of a
business (whether through the purchase of assets or Capital Stock), the amount
of which payments is calculated on the basis of, or by reference to, the bona
fide financial or other operating performance of such business or specified
portion thereof or any other similar arrangement.


“EBITDA” means, for any applicable period,
subject to clause (b) of Section 1.4, the sum for
the Borrower and its Restricted Subsidiaries on a consolidated basis of


(a)           Net Income;


plus


(b)           the amount deducted in determining
Net Income for such period representing non-cash charges or expenses, including
depreciation, amortization, non-cash periodic post-retirement benefits
(excluding any non-cash charges representing an accrual of or reserve for cash
charges to be paid within the next twelve months) and expenses related to
employee stock options and stock incentive plans included in the determination
of Net Income pursuant to the application of GAAP;


plus


(c)           the amount deducted in determining
Net Income for such period representing income taxes (whether paid or
deferred);


plus


(d)           the amount deducted in determining
Net Income for such period representing interest expense;


minus



 9
 






 



(e)           Restricted Payments of the type
referred to in clause (c)(i) of Section 7.2.6 made
during such period.


“Eligible Institution” means a financial
institution that has combined capital and surplus of not less than $500,000,000
or its equivalent in foreign currency, whose long-term certificate of deposit
or long-term senior unsecured debt is rated “BBB” or higher by S&P and “Baa2”
or higher by Moody’s or an equivalent or higher rating by a nationally
recognized rating agency if both of the two named rating agencies cease
publishing ratings of investments.


“Engagement Letter” means that certain
confidential engagement letter, dated March 30, 2006, by and among CS
Securities, GSCP, Credit Suisse and the Borrower.


“Environmental Laws” means all applicable
federal, state or local statutes, laws, ordinances, codes, rules and
regulations (including consent decrees and administrative orders) relating to
the protection of the environment or the effect of the environment on human
health and safety.


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


“Event of Default” is defined in Section 8.1.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


“Excluded Equity Proceeds” means any proceeds
received by AHC, Holdco, the Borrower or any of their respective Subsidiaries
from the sale or issuance by such Person of its Capital Stock or any warrants
or options in respect of any such Capital Stock or the exercise of any such
warrants or options, in each case pursuant to any such sale, issuance or
exercise constituting or resulting from (a) capital contributions to, or
Capital Stock issuances by, AHC, Holdco, the Borrower or any of their
respective Subsidiaries (exclusive of any such contribution or issuance
resulting from a Public Offering or a widely distributed private offering
exempted from the registration requirements of Section 5 of the Securities
Act of 1933, as amended), (b) any subscription agreement, option plan,
incentive plan or similar arrangement with any officer, employee or director of
such Person or any of its Subsidiaries, (c) any loan made by AHC, Holdco,
the Borrower or any of their respective Subsidiaries pursuant to clause (g) of
Section 7.2.5, (d) the sale of any Capital Stock of AHC to any
officer, director or employee described in clause (b) above; provided,
however, such proceeds do not exceed $15,000,000 in the aggregate, (e) the
exercise of any options or warrants issued to any officer, employee or director
pursuant to any agreement, plan or arrangement described in clause (b) above
or (f) the exercise of any Warrants.


“Exempted Foreign Intercompany Transactions”
means with respect to intercompany Investments or Indebtedness made or incurred
by the Borrower or any Subsidiary Guarantor, any such Investments or
Indebtedness (a) into which any Indebtedness or Investment of any Foreign
Subsidiary owing to the Borrower or any Subsidiary Guarantor that was
outstanding on the Amendment Effective Date was converted, (b) made as
part of, or to finance, any acquisition permitted hereunder, (c) outstanding
on the Amendment Effective Date or (d) consisting of transfers of
inventory or other assets in the ordinary course of the Borrower’s business.



 10














 


“Existing Credit Agreement” is defined in the first
recital.


“Existing Lenders” is defined in the first
recital.


 “Existing
Loans” is defined in the first recital.


 “Existing
Senior Notes” means the Borrower’s (i) Second Priority Senior Secured
Floating Rate Notes due 2008 and (ii) 103⁄4% Second Priority Senior Secured
Notes due 2010 and, in the case of each of clauses (i) and (ii) any Permitted
Refinancing Indebtedness in respect thereof.


 “Existing
Senior Subordinated Notes” means the Borrower’s 12% Senior Subordinated
Notes due 2011 and any Permitted Refinancing Indebtedness in respect thereof.


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


 “Filing
Statement” means any UCC financing statement (Form UCC-1), UCC
amendment or termination statement (Form UCC-3) or other similar
statement required pursuant to the Loan Documents.


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


“Fiscal Year” means any twelve-month period
ending on December 31 of any calendar year.


“Foreign Subsidiary” means any Subsidiary that
is not a U.S. Subsidiary.


“F.R.S. Board” means the Board of Governors of
the Federal Reserve System or any successor thereto.


“GAAP” is defined in Section 1.4.


“GSCP” is defined in the preamble hereto.


“Guarantor” means AHC, Holdco and each
Subsidiary Guarantor.


“Hazardous Material” means


(a)           any “hazardous substance”, as defined
by CERCLA;


(b)           any “hazardous waste”, as defined by
the Resource Conservation and Recovery Act, as amended;



 11
 






 



(c)           any petroleum product; or


(d)           any pollutant or contaminant or
hazardous, dangerous or toxic chemical, material or substance within the
meaning of any other applicable Environmental Law.


“Hedging Obligations” means, with respect to
any Person, all liabilities of such Person under interest rate or currency swap
agreements, interest or exchange rate cap agreements and interest or exchange
rate collar agreements, and all other agreements or arrangements designed to
protect such Person against fluctuations in interest rates, currency exchange
rates or commodity prices.


“herein”, “hereof”, “hereto”, “hereunder”
and similar terms contained in this Agreement or any other Loan Document refer
to this Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular Section, paragraph or provision of this Agreement or
such other Loan Document.


“Holdco” means Advanstar, Inc., a Delaware
corporation.


“Holdco Discount Debentures” means Holdco’s 15%
Senior Discount Notes due 2011.


“Holdco Guaranty and Pledge Agreement” means
the Guaranty and Pledge Agreement, dated as of October 11, 2000,
substantially in the form of Exhibit G-2 hereto, executed and
delivered by an Authorized Officer of Holdco pursuant to the terms of the
Existing Credit Agreement, as amended, supplemented, amended and restated or
otherwise modified through the Amendment Effective Date, and as further
amended, supplemented, amended and restated or otherwise modified from time to
time.


“Impermissible Qualification” means, relative
to the opinion or certification of any independent public accountant as to any
financial statement of any Obligor, any qualification or exception to such
opinion or certification (a) which is of a “going concern” or similar
nature, or (b) which relates to the limited scope of examination of
matters relevant to such financial statement (except, in the case of matters
relating to any acquired business or assets, in respect of the period prior to
the acquisition by such Obligor of such business or assets).


“including” means including without limiting
the generality of any description preceding such term, and, for purposes of
each Loan Document, the parties hereto agree that the rule of ejusdem
generis shall not be applicable to limit a general statement, which is
followed by or referable to an enumeration of specific matters, to matters
similar to the matters specifically mentioned.


“Indebtedness” of any Person means:


(a)           all obligations of such Person for
borrowed money or for the deferred purchase price of property or services
(exclusive of (i) deferred purchase price arrangements in the nature of
open or other accounts payable owed to suppliers on normal terms in connection
with the purchase of goods and services in the ordinary course of business and (ii) Earn-outs
(until such time as the obligation associated with the Earn-out is recorded as
a liability on the balance sheet of the Borrower in accordance



 12
 






 



with GAAP)) and all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;


(b)           all obligations, contingent or
otherwise, relative to the face amount of all letters of credit, whether or not
drawn, and banker’s acceptances issued for the account of such Person;


(c)           all Capitalized Lease Liabilities;


(d)           net liabilities of such Person under
all Hedging Obligations;


(e)           whether or not so included as
liabilities in accordance with GAAP, all Indebtedness of the types referred to
in clauses (a) through (d) above (excluding
prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including Indebtedness arising under conditional
sales or other title retention agreements), whether or not such Indebtedness
shall have been assumed by such Person or is limited in recourse; provided,
however, that, to the extent such Indebtedness is limited in recourse to the
assets securing such Indebtedness, the amount of such Indebtedness shall be
limited to the fair market value of such assets; and


(f)            all Contingent Liabilities of such
Person in respect of any of the foregoing.


For all purposes of this Agreement, the Indebtedness
of any Person shall include the Indebtedness of any partnership or joint
venture in which such Person is a general partner or a joint venturer (to the
extent such Person is liable for such Indebtedness); provided, however,
that, notwithstanding the foregoing, the Indebtedness of the Borrower or any
Restricted Subsidiary shall only include the Indebtedness of a Joint Venture to
the extent of the Borrower’s or such Restricted Subsidiary’s pro  rata
ownership of such Joint Venture.


“Indemnified Liabilities” is defined in Section 10.4.


“Indemnified Parties” is defined in Section 10.4.


“Intercreditor Agreement” means the
Intercreditor Agreement, dated as of August 18, 2003, among the
Syndication Agent, the Administrative Agent (as successor to Bank of America,
N.A.), the Existing Senior Notes Trustee and the Obligors party thereto,
substantially in the form attached as Exhibit J, to the existing
Credit Agreement as amended, supplemented, amended and restated or otherwise
modified from time to time.


“Interest Expense” means, for any applicable
period, the aggregate consolidated interest expense of the Borrower and its Restricted
Subsidiaries for such period, as determined in accordance with GAAP, including
the portion of any payments made in respect of Capitalized Lease Liabilities
allocable to interest expense, but excluding (to the extent included in
interest expense) up-front fees and expenses and the amortization of all
deferred financing costs, plus the amount of dividends declared and
actually paid by the Borrower to Holdco to pay interest on the Holdco Discount
Debentures.



 13
 






 



“Interest Period” means, as to any LIBO Rate
Loan, the period commencing on the Borrowing date of such Loan or on the date
on which such Loan is converted into or continued as a LIBO Rate Loan, and
ending on the date one, two, three, six or, if consented to by each applicable
Lender, nine or twelve months thereafter as selected by the Borrower in its
Borrowing Request or its Conversion/Continuation Notice; provided, however,
that:


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


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


(c)           no Interest Period for any Loan shall
extend beyond the Stated Maturity Date for such Loan; and


(d)           there shall be no more than ten
Interest Periods in effect at any one time.


“Investment” means, relative to any Person, (a) any
loan or advance made by such Person to any other Person (excluding commission,
travel, relocation and similar advances to officers, directors and employees
(or individuals acting in similar capacities) made in the ordinary course of
business), and (b) any ownership or similar interest (in the nature of
Capital Stock) held by such Person in any other Person. The amount of any
Investment shall be the original principal or capital amount thereof less all
returns of principal or equity thereon (and without adjustment by reason of the
financial condition of such other Person) and shall, if made by the transfer or
exchange of property other than cash, be deemed to have been made in an
original principal or capital amount equal to the fair market value of such
property at the time of such transfer or exchange.


“Issuance Request” means a Letter of Credit
request and certificate duly executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit B-2 hereto.


“Issuer” means Credit Suisse in its capacity as
issuer of Letters of Credit and any Lender as may be designated by the Borrower
(and consented to by the Administrative Agent and such Lender, such consent by
the Administrative Agent not to be unreasonably withheld) in its capacity as
issuer of Letters of Credit.


“Joint Venture” means (a) the ventures
entered into pursuant to the Agreement, dated February 3, 1994, between
Men’s Apparel Guild in California, Inc. and Fairchild Publications
Division of Capital Cities Media, Inc. and (b) Investments made in
accordance with clause (q) of Section 7.2.5 in any
other Person (including any U.S. Subsidiary of the Borrower) any of whose
outstanding Capital Stock is at the time or as a result thereof directly or
indirectly owned by the Borrower and the Restricted Subsidiaries and, prior to
the making of such Investment, as to whom the Borrower has certified to the
Administrative Agent that such Person is to be treated as a Joint Venture for
purposes of this Agreement.



 14
 






 



“JV Subsidiary” means a Joint Venture that is a
Subsidiary of the Borrower.


“Lead Arrangers” is defined in the preamble.


“Lender Assignment Agreement” means a Lender
Assignment Agreement, substantially in the form of Exhibit F
hereto.


“Lender Parties” means, collectively, the
Lenders, the Issuer, the Agents, the Documentation Agent and the Lead
Arrangers.


“Lenders” is defined in the preamble.


“Letter of Credit” is defined in Section 2.1.3.


“Letter of Credit Commitment” means, with
respect to any Issuer, such Issuer’s obligation to issue Letters of Credit
pursuant to Section 2.1.3.


“Letter of Credit Commitment Amount” means, on
any date, a maximum amount of $20,000,000, as such amount may be reduced from
time to time pursuant to Section 2.2.1.


“Letter of Credit
Outstandings” means, on any date, an amount equal to the sum of


(a)           the then aggregate amount which is
undrawn and available under all issued and outstanding Letters of Credit,


plus


(b)           the then aggregate amount of all
unpaid and outstanding Reimbursement Obligations in respect of such Letters of
Credit.


“Leverage Ratio” means, at the end of any
Fiscal Quarter, subject to clause (b) of Section 1.4,
the ratio of


(a)           total Debt less cash and Cash
Equivalent Investments of the Borrower and its Restricted Subsidiaries on a
consolidated basis outstanding at such time;


to


(b)           EBITDA for the period of four
consecutive Fiscal Quarters ended on such date.


“LIBO Rate” shall mean, for any Interest Period
with respect to a LIBO Rate Loan, the rate per annum determined by the
Administrative Agent at approximately 11:00 a.m., London time, on the date
that is two Business Days prior to the commencement of such Interest Period by
reference to the British Bankers’ Association Interest Settlement Rates for
deposits in dollars (as set forth by the Bloomberg Information Service or any
successor thereto or any other service selected by the Administrative Agent
which has been nominated by the British Bankers’ Association as an authorized
information vendor for the purpose of displaying such rates) for a period equal
to such Interest Period; provided that, to the extent that an interest
rate is not



 15
 






 



ascertainable pursuant to
the foregoing provisions of this definition, the “LIBO Rate” shall be the
interest rate per annum determined by the Administrative Agent to be the
average of the rates per annum at which deposits in dollars are offered for
such relevant Interest Period to major banks in the London interbank market in
London, England by the Administrative Agent at approximately 11:00 a.m.
(London time) on the date that is two Business Days prior to the beginning of
such Interest Period.


“LIBO Rate Loan” means a Loan bearing interest,
at all times during an Interest Period applicable to such Loan, at a fixed rate
of interest determined by reference to the LIBO Rate (Reserve Adjusted).


“LIBO Rate (Reserve Adjusted)” means, relative
to any Loan to be made, continued or maintained as, or converted into, a LIBO
Rate Loan for any Interest Period, the rate of interest per annum (rounded
upwards to the next 1/100th of 1%) determined by the Administrative Agent as
follows:


	
  LIBO Rate

  	
  =

  	
  LIBO RATE

  
	
  (Reserve Adjusted)

  	
  1.00 - LIBOR
  Reserve Percentage

  



 


The LIBO Rate (Reserve Adjusted) for any Interest
Period for LIBO Rate Loans will be adjusted automatically as to all LIBO Rate
Loans then outstanding as of the effective date of any change in the LIBOR
Reserve Percentage.


“LIBOR Office” means, relative to any Lender,
the office of such Lender designated as such on Schedule II hereto or in
the Lender Assignment Agreement pursuant to which such Lender became a Lender
hereunder or such other office of a Lender as shall be so designated from time
to time by notice from such Lender to the Borrower and the Administrative
Agent, which shall be making or maintaining LIBO Rate Loans of such Lender
hereunder.


“LIBOR Reserve Percentage” means, relative to
any Interest Period for LIBO Rate Loans, with respect to any Lender the highest
reserve percentage applicable to such Lender during such Interest Period under
regulations issued from time to time by the F.R.S. Board or any successor for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) with respect to
liabilities or assets or liabilities consisting of or including “Eurocurrency
Liabilities” (as referred to in Regulation D of the Board) having a term
equal to such Interest Period. The LIBOR Rate Percentage shall be adjusted
automatically on and as of the effective date of any change in any such reserve
percentage.


“Lien” means any security interest, mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property, or any filing
or recording of any instrument or document in respect of the foregoing, to
secure payment of a debt or performance of an obligation or any other priority
or preferential treatment of any kind or nature whatsoever that has the
practical effect of creating a security interest in property.



 16
 






 



“Loan” means, as the context may require, a
Revolving Loan, a Term Loan, an Additional Term Loan or a Swing Line Loan, of
any type.


“Loan Document” means this Agreement, the
Notes, the Letters of Credit, each Rate Protection Agreement, each Borrowing
Request, each Issuance Request, the Engagement Letter, each Pledge Agreement,
the Subsidiary Guaranty, each Mortgage (upon execution and delivery thereof),
the Affirmation and Consent, and each other agreement, document or instrument
delivered in connection with this Agreement or any other Loan Document, whether
or not specifically mentioned herein or therein.


“Material Adverse Effect” means (a) a
material adverse effect on the financial condition, operations, assets,
business, properties or prospects of the Borrower and the Restricted
Subsidiaries, taken as a whole, (b) a material impairment of the ability
of any Obligor to perform its respective material obligations under the Loan
Documents to which it is or will be a party, or (c) an impairment of the
validity or enforceability of, or a material impairment of the rights, remedies
or benefits available to each Secured Party under any Loan Document.


“Material Subsidiary” means (a) any
Restricted Subsidiary which holds, owns or contributes, as the case may be, 3%
or more of the gross revenues, assets or EBITDA of the Borrower and its
Restricted Subsidiaries, on a consolidated basis, and (b) any other
Restricted Subsidiary designated by the Borrower as a Material Subsidiary.


“Moody’s” means Moody’s Investors Service, Inc.


“Mortgage” means, collectively, each Mortgage
or Deed of Trust (including amendments or modifications to any mortgages
recorded pursuant to the Existing Credit Agreement) executed and delivered
pursuant to the terms of this Agreement, including clause (b) of Section 7.1.8,
in form and substance reasonably satisfactory to the Agents.


 “Net
Disposition Proceeds” means, with respect to any Disposition of any assets
of the Borrower or any of its Restricted Subsidiaries and other sales permitted
pursuant to clause (a), (b), (d) or (e) of
Section 7.2.9, but including any sale or issuance of Capital Stock
of any such Subsidiary to any Person other than the Borrower or any of its
Restricted Subsidiaries, the excess of


(a)           the sum of the gross cash proceeds
received, directly or indirectly, by the Borrower or any of its Restricted
Subsidiaries from any such Disposition and any cash payments received in
respect of promissory notes or other non-cash consideration delivered to the
Borrower or such Restricted Subsidiary in respect thereof,


over


(b)           the sum of (i) all reasonable
and customary fees and expenses with respect to legal, investment banking,
brokerage, accounting and other professional fees, sales commissions and
disbursements and all other reasonable fees, expenses and charges, in each case
actually incurred in connection with such Disposition, (ii) all taxes and
other governmental costs and expenses actually paid or estimated by the
Borrower (in good faith) to be payable in cash in connection with such Disposition
(including, in the event



 17
 






 



of a Disposition of
non-U.S. assets, any such taxes or other costs or expenses resulting from
repatriating any such proceeds to the United States), (iii) payments made
by the Borrower or any of its Restricted Subsidiaries to retire Indebtedness
(other than the Loans) of the Borrower or any of its Restricted Subsidiaries
that is secured by the assets subject to such Disposition where payment of such
Indebtedness is required in connection with such Disposition, (iv) reserves
for purchase price adjustments and retained fixed liabilities reasonably
expected to be payable by the Borrower and its Restricted Subsidiaries in cash
in connection therewith and (v) in the case of any Disposition by a
Restricted Subsidiary that is not a Wholly-Owned Subsidiary, an amount equal to
the product of such gross cash proceeds (as reduced pursuant to clauses (b)(i) through
(b)(iv)) multiplied by the percentage equity interest in such Restricted
Subsidiary not held, directly or indirectly, by the Borrower;


provided, however, that if,
after the payment of all taxes, purchase price adjustments and retained fixed
liabilities with respect to such Disposition, the amount of estimated taxes,
purchase price adjustments or retained fixed liabilities, if any, pursuant to clause (b)(ii) or
(b)(iv) above exceeded the tax, purchase price adjustment or
retained fixed liabilities amount actually paid in cash in respect of such
Disposition, the aggregate amount of such excess shall, at such time, constitute
Net Disposition Proceeds.


“Net Income” means, for any period, the net
income of the Borrower and its Subsidiaries for such period on a consolidated
basis, excluding (a) net losses or gains realized in connection with any
Disposition of any asset (other than in the ordinary course of business) and (b) extraordinary
or non-recurring items; provided, however, that the Net Income or
loss of any Person that is not a Restricted Subsidiary or that is accounted for
by the equity method of accounting shall be included only to the extent of the
amount of dividends or distributions paid to the Borrower or a Restricted
Subsidiary in cash.


 “Non-Consenting
Lender” means any Lender that, in response to any request by the Borrower
or any Agent to a departure from, waiver of or amendment to any provision of
any Loan Document that requires the agreement of all Lenders or all Lenders
with respect to a particular Tranche, which departure, waiver or amendment
receives the consent of the Required Lenders or the holders of a majority of
the Commitments in respect of such Tranche or (if the applicable Commitments
shall have expired or been terminated) outstanding Credit Extensions in respect
of such Tranche, as the case may be, shall not have given its consent to such
departure, waiver or amendment.


“Non-Funding Lender” means a Lender that shall
have failed to fund any Loan hereunder that it was required to have funded in
accordance with the terms hereof, which Loan was included in any Borrowing in
respect of which a majority of the aggregate principal amount of all Loans
included in such Borrowing were funded by the Lenders party thereto.


“Non-Recourse Debt” means Indebtedness (a) no
default with respect to which (including any rights that the holders thereof
may have to take enforcement action against an Unrestricted Subsidiary) would
permit (upon notice, lapse of time or both) any holder of any other
Indebtedness of the Borrower or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated



 18
 






 



maturity, and (b) as
to which the lenders have been notified that they will not have any recourse to
the Capital Stock or assets of the Borrower or any of its Restricted
Subsidiaries (other than Capital Stock of Unrestricted Subsidiaries pledged by
the Borrower or a Restricted Subsidiary to secure Indebtedness of such
Unrestricted Subsidiary or any Subsidiary of such Unrestricted Subsidiary); provided,
however, that in no event shall Indebtedness of any Unrestricted
Subsidiary fail to be Non-Recourse Debt solely as a result of any default
provisions contained in a guarantee thereof by the Borrower or any of its
Restricted Subsidiaries if the Borrower or such Restricted Subsidiary was
otherwise permitted to incur such guarantee under this Agreement.


“Non-U.S. Lender” means any Lender (including
each Assignee Lender) that is not (a) a citizen or resident of the United
States, (b) a Person created or organized in or under the laws of the
United States or any state thereof, or (c) an estate or trust that is
subject to U.S. Federal income taxation regardless of the source of its income.


“Note” means, as the context may require, a
Revolving Note or a Swing Line Note.


“Obligations” means all obligations (monetary
or otherwise) of the Borrower and each other Obligor arising under or in
connection with the Loan Documents (including interest accruing during the
pendency of any proceeding of the type described in Section 8.1.9,
whether or not allowed as a claim in such proceeding).


“Obligor” means the Borrower or any other
Person (other than any Secured Party) obligated under any Loan Document.


“Participant” is defined in Section 10.11.2.


“PBGC” means the Pension Benefit Guaranty
Corporation and any successor Person.


“Pension Plan” means a “pension plan”, as such
term is defined in Section 3(2) of ERISA, which is subject to
Title IV of ERISA (other than a multiemployer plan as defined in Section 4001(a)(3) of
ERISA), and to which the Borrower or any corporation, trade or business that
is, along with the Borrower, a member of a Controlled Group, has or within the
prior six years has had any liability, including any liability by reason of
having been a substantial employer within the meaning of Section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be
a contributing sponsor under Section 4069 of ERISA.


“Percentage” means, relative to any Lender, the
applicable percentage relating to Term Term Loans or Revolving Loans, as the
case may be, as set forth opposite its name in Schedule II hereto
or in a Lender Assignment Agreement(s) under the applicable column
heading, as such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to Section 10.11 or pursuant
to Section 2.2.2. A Lender shall not have any Commitment to make
Loans of any particular Tranche if its percentage under the respective column
heading is zero.


“Permitted Acquisition” means an acquisition by
the Borrower or any Restricted Subsidiary of the Capital Stock of any Person
incorporated or organized in or under the laws of the United States, any state
thereof or the District of Columbia, or all or substantially all of the



 19
 






 



assets or division or
line of a business of a Person that are principally located in the United
Sates, in each case in which the following conditions are met:


(a)           immediately before and after giving
effect to such acquisition, no Default shall have occurred and be continuing or
would result therefrom;


(b)           all transactions related thereto
shall be consummated in all material respects in accordance with applicable
laws;


(c)           such acquisition shall be effected in
such manner so that the acquired assets or Capital Stock are owned either by
the Borrower or a Wholly-Owned Subsidiary of the Borrower and, if effected by
merger or consolidation involving the Borrower, the Borrower shall be the
continuing or surviving Person;


(d)           such acquisition (if by purchase of
Capital Stock) shall be effected in such manner so that, after giving effect
thereto, the Borrower directly or indirectly owns at least 85% of the Capital
Stock of the acquired Person;


(e)           the provisions of Sections 7.1.7
and 7.1.8 shall have been satisfied; and


(f)            immediately after giving effect to
any such acquisition, all or a portion of the consideration for which consists
of cash, the sum of (i) cash and Cash Equivalent Investments owned by the
Borrower and the Subsidiary Guarantors (neither of which is subject to any
Lien, other than Liens permitted by clauses (d) and (g) of
Section 7.2.3, Liens constituting “bankers’ liens”, whether arising
under common law or by statute in favor of depositary institutions, Liens in
favor of the Secured Parties pursuant to a Loan Document and Liens permitted
under clause (q) of Section 7.2.3) plus (ii) the
unutilized and available amount under the Revolving Loan Commitment
Amount,  shall be equal to or excess of
$15,000,000.


“Permitted Refinancing Indebtedness” means any
Indebtedness of the Borrower or any of its Restricted Subsidiaries issued
within 60 days after repayment of, in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Borrower or any of its Restricted Subsidiaries then
classified as incurred pursuant to Section 7.2.2; provided that (a) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount of (or accreted
value, if applicable), plus premium, if any, and accrued interest on the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(plus the amount of reasonable expenses incurred in connection therewith); (b) such
Permitted Refinancing Indebtedness has a final maturity date no earlier than
the final maturity date of, and has a Weighted Average Life to Maturity equal
to or greater than the Weighted Average Life to Maturity of, the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and (c) if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Obligations, such Permitted
Refinancing Indebtedness is subordinated in right of payment to the Obligations
on terms at least as favorable, taken as a whole, to the Lenders as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; provided further, that if
the Indebtedness being



 20
 






 



extended, refinanced,
renewed, replaced, defeased or refunded is Indebtedness of the Borrower, then
such Permitted Refinancing Indebtedness also must be Indebtedness of the
Borrower.


 “Person”
means any natural person, corporation, partnership, firm, association, trust,
government, governmental agency, limited liability company or any other entity,
whether acting in an individual, fiduciary or other capacity.


“Plan” means any Pension Plan or Welfare Plan.


“Pledge Agreement” means, as the context may
require, the AHC Guaranty and Pledge Agreement, the Holdco Guaranty and Pledge
Agreement, the Borrower Pledge and Security Agreement or the Subsidiary Pledge
and Security Agreement.


“Prime Rate” shall mean the rate of interest per
annum announced from time to time by Credit Suisse as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall
be effective as of the opening of business on the date such change is announced
as being effective. The Prime Rate is a reference rate and does not necessarily
represent the lowest or best rate actually available.


“Public Offering” means, for any Person, any
sale after the Amendment Effective Date of the Capital Stock of such Person to
the public pursuant to a primary offering registered under the Securities Act
of 1933, as amended.


“Qualifying IPO” means the issuance by AHC, Holdco or any direct or indirect parent of AHC
or Holdco (including  of its common
equity interests) in an underwritten primary public offering (other than a
public offering pursuant to a registration statement on Form S-8) of
its Capital Stock for proceeds of not less than $50,000,000, pursuant to an
effective registration statement filed with the Securities and Exchange
Commission in accordance with the Securities Act of 1933, as amended from time
to time, and any successor statute (whether alone or in connection with a
secondary public offering).


“Quarterly Payment Date” means the last day of
each of March, June, September and December occurring after the
Amendment Effective Date, or, if any such day is not a Business Day, the next
succeeding Business Day.


“Rate Protection Agreement” means any interest
rate swap, cap, collar or similar agreement entered into by the Borrower pursuant
to the terms of this Agreement under which the counterparty to such agreement
is (or at the time such Rate Protection Agreement was entered into, was) a
Lender or an Affiliate of a Lender.


“Refunded Swing Line Loans” is defined in clause (b) of
Section 2.3.2.


“Register” is defined in clause (b) of
Section 2.7.


“Reimbursement Obligation” is defined in Section 2.6.3.


“Reinstatement Date” is defined in Section 4.1.



 21














 


“Related Fund” means, with respect to any
Lender that is a fund that invests in commercial loans, any other fund that
invests in commercial loans and is managed or advised by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.


“Release” means a “release”, as such
term is defined in CERCLA.


“Replacement Lender” is defined in Section 4.11.


“Replacement Notice” is defined in Section 4.11.


“Required Lenders” means Lenders holding at
least 51% of the Total Exposure Amount.


“Resource Conservation and Recovery Act” means
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq., as in effect from time to time.


“Restricted Agreements” is defined in Section 7.2.10.


“Restricted Payments” is defined in Section 7.2.6.


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


“Revolving Loan” is defined in clause (a) of
Section 2.1.2.


 “Revolving
Loan Commitment” is defined in clause (a) of Section 2.1.2.


“Revolving Loan Commitment Amount” means, as
the context may required, prior to the Amendment Effective Date, $60,000,000
and on and after the Amendment Effective Date, $50,000,000, as such amount may
be increased from time to time pursuant to Section 2.2.2 or reduced
from time to time pursuant to Section 2.2.1.


“Revolving Loan Commitment Termination Date”
means the earliest of (a)  the third anniversary of the Amendment
Effective Date, (b) the date on which the Revolving Loan Commitment Amount
is terminated in full or reduced to zero pursuant to Section 2.2.1,
and (c) the date on which any Commitment Termination Event occurs.


“Revolving Loan Utilization” means, for any
date of determination, the percentage determined by the Administrative Agent
which results from dividing (a) the sum of the aggregate principal amount
of Revolving Loans outstanding and the Letter of Credit Outstandings on such
date by (b) the Revolving Loan Commitment Amount on such date.


“Revolving Note” means a promissory note of the
Borrower payable to the order of any Lender, substantially in the form of Exhibit A-1
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Borrower to
such Lender resulting from outstanding Revolving Loans, and also means all
other promissory notes accepted from time to time in substitution therefor or
renewal thereof.



 22
 






 



“Sale Leaseback Transaction” is defined in Section 7.2.14.


“S&P” means Standard & Poor’s
Ratings Group, a division of McGraw Hill, Inc.


“SEC” means the Securities and Exchange
Commission.


“Secured Parties” means, collectively, the
Lender Parties and each counterparty to a Rate Protection Agreement that is (or
at the time such Rate Protection Agreement was entered into, was) a Lender or
an Affiliate of a Lender.


 “Solvent”
means, with respect to any Person on a particular date, that on such date (a) the
fair value of the property of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond
such Person’s ability to pay as such debts and liabilities mature, and (d) such
Person is not engaged in business or a transaction, and such Person is not
about to engage in business or a transaction, for which such Person’s property
would constitute an unreasonably small capital. The amount of contingent
liabilities at any time shall be computed as the amount that, in light of all
the facts and circumstances existing at such time, can reasonably be expected
to become an actual or matured liability.


“Stated Amount” of each Letter of Credit means
the total amount available to be drawn under such Letter of Credit upon the
issuance thereof.


“Stated Expiry Date” is defined in Section 2.6.


“Stated Maturity Date” means in the case of any
Loan, the third anniversary of the Amendment Effective Date.


“Subject Lender” is defined in Section 4.11.


 “Subsidiary”
means, with respect to any Person, any other Person of which more than 50% of
the outstanding Capital Stock having ordinary voting power to elect a majority
of the board of directors, managers or other voting members of the governing
body of such Person (irrespective of whether at the time Capital Stock of any
other class or classes of such Person shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned by
such Person, by such Person and one or more other Subsidiaries of such Person,
or by one or more other Subsidiaries of such Person. For purposes of each Loan
Document, any Person formed as a result of a Joint Venture (other than a JV
Subsidiary) which is consolidated with the Borrower in the financial statements
delivered pursuant to Section 7.1.1 (a “Consolidated JV”)
shall be deemed to be a Subsidiary of the Borrower for purposes of Sections 6.1,
6.7, 6.9, 6.10, 6.11, 6.12, 7.1.2, 7.1.3,
7.1.4, 7.1.5, 7.1.6, 7.1.7(a)(ii), 7.2.1, 7.2.2,
7.2.3, 7.2.5, 7.2.6, 7.2.9, 7.2.11, 7.2.12
and 7.2.14 and, to the extent that it relates to any of the foregoing
Sections, Article VIII.


“Subsidiary Guarantor” means each Subsidiary of
the Borrower that executed and delivered a Subsidiary Guaranty (or a supplement
thereto).



 23
 






 



“Subsidiary Guaranty” means the Guaranty dated
as of October 11, 2000, substantially in the form of Exhibit H
hereto, executed and delivered by an Authorized Officer of a Subsidiary
Guarantor pursuant to the terms of the Existing Credit Agreement, as amended,
supplemented, amended and restated or otherwise modified from time to time.


“Subsidiary Pledge and Security Agreement”
means the Pledge and Security Agreement, dated as of October 11, 2000,
substantially in the form of Exhibit G-4 hereto, executed and
delivered by an Authorized Officer of each Subsidiary Guarantor pursuant to the
terms of the Existing Credit Agreement as amended, supplemented, amended and
restated or otherwise modified through the Amendment Effective Date, and as
further amended, supplemented, amended and restated or otherwise modified from
time to time.


“Substantial Subsidiary” means, at any time,
one or more Subsidiary Guarantors which hold, own or contribute, as the case
may be, in the aggregate, 15% or more of the gross revenues, assets or EBITDA
of the Borrower and its Restricted Subsidiaries, on a consolidated basis, as of
the last day of, or for, the most recently completed period of four consecutive
Fiscal Quarters of the Borrower for which, at such time, financial statements
shall have been delivered to the Lenders pursuant to this Agreement.


“Swing Line Lender” means the Administrative
Agent in its capacity as Swing Line Lender hereunder.


“Swing Line Loan” is defined in clause (b) of
Section 2.1.2.


“Swing Line Loan Commitment” is defined in clause (b) of
Section 2.1.2.


“Swing Line Loan Commitment Amount” means, on
any date, $10,000,000, as such amount may be reduced from time to time pursuant
to Section 2.2.1.


“Swing Line Note” means a promissory note of
the Borrower payable to the Swing Line Lender, in the form of Exhibit A-3
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Borrower to
the Swing Line Lender resulting from outstanding Swing Line Loans, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.


“Syndication Agent” is defined in the preamble.


“Taxes” is defined in Section 4.6.


“Term Loan Commitment” means the commitment of
a Lender to make or otherwise fund a Term Loan pursuant to Section 2.1.1
and “Term Loan Commitments” means such commitments of all Lenders in the
aggregate. The aggregate amount of the Term Loan Commitments as of the
Amendment Effective Date shall not exceed the Term Loan Commitment Amount.


“Term Loan Commitment Amount” means $10,000,000.



 24
 






 



“Term Loan” is defined in Section 2.1.1.


“Term Loans” means, collectively, the Term
Loans made pursuant to Section 2.1.1 and the Additional Term Loans
made pursuant to Section 2.2.2.


“Term Note” means a promissory note of the
Borrower payable to the order of any Lender, in the form of Exhibit A-2
hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Borrower to
such Lender resulting from outstanding Term Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.


“Termination Date” means the date on which all
Obligations have been paid in full in cash, all Letters of Credit have been
terminated, expired or Cash Collateralized, all Rate Protection Agreements have
been terminated and all Commitments shall have terminated.


“Total Exposure Amount” means, on any date of
determination, (a) with respect to any provision of this Agreement other
than the declaration of the acceleration of the maturity of all or any portion
of the outstanding principal amount of the Loans and other Obligations to be
due and payable pursuant to Section 8.3, the sum of (i) the
aggregate principal amount of all Term Loans outstanding at such time and (ii) (A) the
then effective Revolving Loan Commitment Amount, if there are any Revolving
Loan Commitments then outstanding, or (B) if all Revolving Loan
Commitments shall have expired or been terminated, the sum of (1) the
aggregate principal amount of all Revolving Loans and Swing Line Loans
outstanding at such time and (2) the Letter of Credit Outstandings at such
time; and (b) with respect to the declaration of the acceleration of the
maturity of all or any portion of the outstanding principal amount of the Loans
and other Obligations to be due and payable pursuant to Section 8.3,
the sum of (i) the aggregate principal amount of all Loans outstanding at
such time and (ii) the Letter of Credit Outstandings at such time.


“Tranche” means, as the context may require,
the Loans or Commitments constituting Revolving Loans or Revolving Loan
Commitments, Term Loans or Term Loan Commitments, Additional Term Loans or
Additional Term Loan Commitments, or Swing Line Loans or the Swing Line Loan
Commitment.


“type” means, relative to any Loan, the portion
thereof, if any, being maintained as a Base Rate Loan or a LIBO Rate Loan.


“UCC” means the Uniform Commercial Code as in
effect from time to time in the State of New York; provided, however,
that if, with respect to any Filing Statement or by reason of any mandatory
provisions of law, the perfection or the effect of perfection or non-perfection
of the security interests granted to the Administrative Agent pursuant to the
applicable Loan Document is governed by the Uniform Commercial Code as in
effect in a jurisdiction of the United States other than New York, UCC means
the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Loan Document and any
Filing Statement relating to such perfection or effect of perfection or non-perfection.


“United States” or “U.S.” means the
United States of America.



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“Unrestricted Subsidiary” means any Subsidiary
of the Borrower that is designated by a resolution of the Board of Directors of
the Borrower as an Unrestricted Subsidiary, but only to the extent that such
Subsidiary:  (a) has no Indebtedness
other than Non-Recourse Debt; (b) is not party to any agreement, contract,
arrangement or understanding with the Borrower or any Restricted Subsidiary
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Borrower or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Borrower; (c) is a Person with respect to which neither the Borrower nor
any of its Restricted Subsidiaries has any direct or indirect obligation (i) to
subscribe for additional Capital Stock or warrants, options or other rights to
acquire Capital Stock or (ii) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results; and (d) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Borrower or any
of its Restricted Subsidiaries. If, at any time, any Unrestricted Subsidiary
would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes hereof. The
Board of Directors of the Borrower may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that
such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if no Default or Event
of Default would be in existence following such designation.


“U.S. Subsidiary” means any Subsidiary of the
Borrower that is incorporated or organized in or under the laws of the United
States, any state thereof or the District of Columbia.


“Voting Stock” means, with respect to any
Person, any class or classes of Capital Stock pursuant to which the holders
thereof have a general voting power under ordinary circumstances to elect at
least a majority of the Board of Directors, managers or trustees (or Persons
performing similar functions) of such Person (irrespective of whether or not,
at the time, Capital Stock of any other class or classes shall have, or might
have, voting power by reason of the happening of any contingency).


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date,
the number of years obtained by dividing (a) the sum of the products
obtained by multiplying (i) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (b) the then
outstanding principal amount of such Indebtedness.


“Welfare Plan” means a “welfare plan”, as such
term is defined in Section 3(1) of ERISA, and to which the
Borrower has any liability.


“Wholly-Owned Subsidiary” means, with respect
to any Person, any Subsidiary of such Person all of the Capital Stock (and all
rights and options to purchase such Capital Stock) of which, other than
directors’ qualifying shares, are owned, beneficially and of record, by such
Person and/or one or more Wholly-Owned Subsidiaries of such Person.



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SECTION 1.2  Use of Defined Terms. Unless otherwise
defined or the context otherwise requires, terms for which meanings are
provided in this Agreement shall have such meanings when used in the Disclosure
Schedule and in each other
Loan Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.


SECTION 1.3  Cross-References. Unless otherwise
specified, references in this Agreement and in each other Loan Document to any Article or
Section are references to such Article or Section of this
Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in
any Article, Section or definition to any clause are references to such
clause of such Article, Section or definition.


SECTION 1.4  Accounting and Financial Determinations.


(a)           Unless otherwise specified and
subject to clause (b) of this Section 1.4, all
accounting terms used herein or in any other Loan Document shall be
interpreted, all accounting determinations and computations hereunder or
thereunder shall be made, and all financial statements required to be delivered
hereunder or thereunder shall be prepared in accordance with, those generally
accepted accounting principles as in effect from time to time in the United
States, applied on a basis consistent (except for changes concurred in by the
Borrower’s independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Restricted
Subsidiaries delivered to the Lenders (“GAAP”); provided, however,
that, if the Borrower notifies the Administrative Agent that the Borrower
wishes to amend the definition of EBITDA, Leverage Ratio, Capital Expenditure,
Net Income or Interest Expense to eliminate the effect of any change in GAAP on
the operation of such definition or clause (or if the Administrative Agent
notifies the Borrower that the Required Lenders wish to amend any such
definition or clause for such purpose), then such definitions and clauses shall
be applied, on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such
definition or clause is amended in a manner satisfactory to the Borrower and
the Required Lenders.


(b)           For purposes of computing the
Leverage Ratio (and any financial calculations required to be made or included
within such ratio) as of any day, all components of such ratio, for the period
of four Fiscal Quarters ending on the last day of the most recently ended
Fiscal Quarter shall include or exclude, as the case may be, without
duplication, such components of such ratios attributable to any business or
assets that have been acquired or Disposed of by the Borrower or any of its
Subsidiaries (including through mergers or consolidations) after the first day
of such period of four Fiscal Quarters and on or prior to such day, as
determined in good faith by the Borrower on a pro  forma basis for
such period of four Fiscal Quarters as if such acquisition or Disposition (and,
in the case of a Disposition, the application of the proceeds thereof as
contemplated by the Borrower and notified to the Administrative Agent with five
Business Days after the consummation of such acquisition or Disposition) had
occurred on the first day of such period (including cost savings that would
have been realized had such acquisition occurred on such day and which inclusion
when not otherwise permitted under GAAP has been approved by a majority of the
board of directors of Holdco).



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ARTICLE II



COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,

NOTES AND LETTERS OF CREDIT


SECTION 2.1  Loans; Commitments. On the terms and
subject to the conditions of this Agreement,


(a)           each Lender severally agrees to make
Loans (other than Swing Line Loans) pursuant to each of its Commitments and the
Swing Line Lender agrees to make Swing Line Loans pursuant to the Swing Line
Loan Commitment, in each case as described in this Section 2.1; and


(b)           each Issuer severally agrees that it
will issue Letters of Credit pursuant to Section 2.1.3, and each
other Lender that has a Revolving Loan Commitment severally agrees that it will
purchase participation interests in such Letters of Credit pursuant to Section 2.6.1.


SECTION 2.1.1  Term Loans. On the Amendment Effective
Date, each Lender will make a Term Loan (relative to such Lender, its “Term
Loan”) to the Borrower equal to such Lender’s Percentage of the aggregate
Borrowing or Borrowings of  Term Loans requested by the Borrower to be
made on such date pursuant to the Term Loan Commitment. Each Lender’s Term Loan
Commitment shall terminate immediately and without further action on the
Amendment Effective Date after giving effect to the funding of such Lender’s
Term Loan Commitment on such date. No amounts paid or prepaid with respect to
Term Loans may be reborrowed.


SECTION 2.1.2  Revolving Loan Commitment and Swing Line
Loan Commitment. From time to time on any Business Day occurring on or
after the Amendment Effective Date but prior to the Revolving Loan Commitment Termination Date,


(a)           each Lender will make loans (relative
to such Lender, its “Revolving Loans”) to the Borrower equal to such
Lender’s Percentage of the aggregate amount of the Borrowing or Borrowings of
Revolving Loans requested by the Borrower to be made on such day (with the
Commitment of each Lender described in this clause referred to as its “Revolving
Loan Commitment”). On the terms and subject to the conditions hereof, the
Borrower may from time to time borrow, prepay and reborrow Revolving Loans.


(b)           the Swing Line Lender will make a
loan (a “Swing Line Loan”) to the Borrower equal to the principal amount
of the Swing Line Loan requested by the Borrower to be made on such day (with
the Commitment of the Swing Line Lender described in this clause referred to as
its “Swing Line Loan Commitment”). On the terms and subject to the
conditions hereof, the Borrower may from time to time borrow, prepay and
reborrow Swing Line Loans.


SECTION 2.1.3  Letter of Credit Commitment. From time
to time on any Business Day occurring on or after the Amendment Effective Date
but no later than thirty days prior to the Revolving Loan Commitment
Termination Date, the
applicable Issuer will (a) issue one or more



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standby or commercial
letters of credit (each referred to as a “Letter of Credit”) for the
account of the Borrower or any of its Restricted Subsidiaries in the Stated
Amount requested by the Borrower on such day, or (b) extend the Stated
Expiry Date of an existing standby or commercial Letter of Credit previously
issued hereunder to a date not later than the earlier of (i) five Business
Days prior to the Stated Maturity Date for Revolving Loans and (ii) one
year from the date of such extension (subject to automatic renewal provisions);
provided, however, that, notwithstanding the terms of this clause (b)(ii),
a Letter of Credit may, if required by the beneficiary thereof, contain
automatic renewal provisions pursuant to which the Stated Expiry Date shall be
automatically extended (to a date not beyond the date specified in clause (b)(i) above),
unless notice to the contrary shall have been given to the beneficiary prior to
the then existing Stated Expiry Date in accordance with the terms specified in
such Letter of Credit by the applicable Issuer or the account party of such
Letter of Credit (which notice by the account party shall also have been
provided to the applicable Issuer in writing).


SECTION 2.1.4  Lenders Not Permitted or Required to Make
the Loans. No Lender shall be permitted or required to, and the Borrower
shall not request any Lender to, make


(a)           any Revolving Loan if, after giving
effect thereto, the aggregate outstanding principal amount of all the Revolving
Loans of all the Lenders with Revolving Loan Commitments, together with
the Letter of Credit Outstandings and the aggregate outstanding principal
amount of all Swing Line Loans, would exceed the then existing Revolving Loan
Commitment Amount; or


(b)           any Swing Line Loan if, after giving
effect thereto (i) the aggregate outstanding principal amount of all Swing
Line Loans would exceed the Swing Line Loan Commitment Amount, or (ii) the
sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Revolving Loans and Swing Line Loans then
outstanding would exceed the then existing Revolving Loan Commitment Amount.


SECTION 2.1.5  Issuer Not Permitted or Required to Issue
Letters of Credit. No Issuer shall be permitted or required to issue any
Letter of Credit if, after giving effect thereto, (a) the aggregate amount
of all Letter of Credit Outstandings
would exceed the Letter of Credit Commitment Amount, or (b) the sum of the
aggregate amount of all Letter of Credit Outstandings plus the aggregate
principal amount of all Revolving Loans and Swing Line Loans then
outstanding would exceed the then existing Revolving Loan Commitment Amount.


SECTION 2.1.6  Assignment and Reallocation of Commitments.
On the Amendment Effective Date, each Existing Lender’s portion of the
Revolving Loan Commitment Amount shall be adjusted to reflect the reduction in
the Revolving Loan
Commitment Amount from the “Revolving Loan Commitment Amount” under (and as
defined in) the Existing Credit Agreement, and each Existing Lender hereby
irrevocably sells, transfers, conveys and assigns, without recourse,
representation or warranty (except as expressly set forth herein), to each
other Lender, and each such Lender hereby irrevocably purchases from such
Existing Lender, a portion of the rights and obligations of such Existing
Lender under the Existing Credit Agreement and each other Loan Document in
respect of such Existing Lender’s so adjusted portion of Revolving Loan
Commitments under (and as defined in) the Existing Credit 



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Agreement, such that,
after giving effect to the foregoing assignment and delegation, each Lender’s
Percentages of the Revolving Loan Commitments will be as set forth opposite
such Person’s name on Schedule II hereto.


(a)           Each Existing Lender hereby
represents and warrants to each Lender that, immediately before giving effect
to the provisions of this Section, the rights and obligations being assigned
and sold by such Existing Lender are free and clear of any Lien created by such
Existing Lender.


(b)           Each of the Lenders hereby
acknowledges and agrees that (i) other than the representations and
warranties contained above, no Existing Lender nor the Administrative Agent has
made any representations or warranties or assumed any responsibility with
respect to (A) any statements, warranties or representations made in or in
connection with this Agreement or the execution, legality, validity,
enforceability, genuineness or sufficiency of this Agreement, the Existing Credit
Agreement or any other Loan Document or (B) the financial condition of any
Obligor or the performance by any Obligor of the Obligations; (ii) it has
received such information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Agreement; and (iii) it has made
and continues to make its own credit decisions in taking or not taking action
under this Agreement, independently and without reliance upon the
Administrative Agent or any other Lender.


(c)           The Borrower, each of the Existing
Lenders and the Administrative Agent also agree that each of the Lenders shall,
as of the Amendment Effective Date, have all of the rights and obligations as a
Lender in respect of the Revolving Loan Commitments and Loans purchased and assumed,
or retained, by it, to the extent of the rights and obligations so purchased
and assumed, or retained, by it.


SECTION 2.2  Changes in Commitment Amount. The
Borrower may reduce any Commitment Amount (and, in the case of a Revolving Loan
Commitment Amount, such amount shall be automatically reduced) or, subject to Section 2.2.2,  request an Additional Term Loan Commitment or
Additional Revolving Loan Commitment.


SECTION 2.2.1  Reduction of Commitment Amount. (a)  The Borrower may, from time to time on any
Business Day occurring on or after the Amendment Effective Date, voluntarily
reduce any Commitment Amount; provided, however, that all
such reductions shall require at least three Business Days’ prior notice to the
Administrative Agent and shall be permanent, and any partial reduction of any
Commitment Amount shall be in an aggregate amount of $500,000 or any larger
integral multiple of $100,000. Any such reduction of the Revolving Loan
Commitment Amount which reduces the Revolving Loan Commitment Amount below the
Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount
shall result in an automatic and corresponding reduction of the Letter of
Credit Commitment Amount or the Swing Line Loan Commitment Amount, as the case
may be, to an aggregate amount not in excess of the Revolving Loan Commitment
Amount, as so reduced, without any further action on the part of the applicable
Issuer or the Swing Line Lender.


SECTION 2.2.2  Increases in Revolving Loan Commitment
Amount; Additional Term Loan Commitments. At any time that no Default has
occurred and is continuing, the Borrower



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may notify the Agents
that the Borrower is requesting that, on the terms and subject to the
conditions contained in this Agreement, the Lenders and/or other lenders not
then a party to this Agreement provide up to an aggregate amount of $90,000,000
in additional Revolving Loan Commitments (any such commitment, an “Additional
Revolving Loan Commitment”; and the aggregate amount thereof agreed to be
provided by the applicable Lenders or other lenders in response to any such
request, an “Additional Revolving Commitment Amount”) and/or commitments
to make term loans (each such term loan, an “Additional Term Loan” and
any such commitment, an “Additional Term Loan Commitment”; and the
aggregate amount thereof agreed to be provided by the applicable Lenders or
other lenders in response to any such request, an “Additional Term Loan
Commitment Amount”). Upon receipt of such notice, the Administrative Agent
shall use commercially reasonable efforts to arrange for the Lenders or other
Eligible Institutions to provide such additional Commitments; provided, however,
that the Administrative Agent will first offer each of the Lenders a pro
rata portion (based upon such Lender’s Percentage of the aggregate
amount of Commitments hereunder) of any such additional Commitments. Nothing
contained in this Section or otherwise in this Agreement is intended to
commit any Lender or any Agent to provide any portion of any such additional
Commitments. If and to the extent that any Lenders and/or other lenders agree,
in their sole discretion, to provide any such additional Commitments, such
Additional Revolving Loan Commitment and/or Additional Term Loan Commitment, as
the case may be, shall be on terms and conditions satisfactory to the
Administrative Agent and (i) in the case of any Additional Term Loan
Commitments, (x) such Additional Term Loans shall not have a maturity date
prior to the Revolving Loan Commitment Termination Date and (y) any scheduled
amortization or mandatory payment provisions can be established only with the
consent of the Required Lenders and (ii) in the case of an increase in the
Revolving Loan Commitment Amount, (A) the Revolving Loan Commitment Amount
shall be increased by the amount of the additional Revolving Loan Commitments
agreed to be so provided, (B) the Percentages of the respective Lenders in
respect of the increased Revolving Loan Commitment Amount shall be
proportionally adjusted (provided, however, that the amount equal
to the adjusted Percentage of a Lender in respect of Revolving Loans multiplied
by the Revolving Loan Commitment Amount as increased pursuant to clause (A) may
not exceed the amount equal to the Percentage of such Lender in respect of
Revolving Loans immediately prior to any adjustment made pursuant to this clause (B) multiplied
by the Revolving Loan Commitment Amount immediately prior to the corresponding
increase thereof pursuant to clause (A) without the consent of
such Lender) and such adjustment shall be recorded in the Register and (C) at
such time and in such manner as the Borrower and the Administrative Agent shall
agree, the Lenders shall assign and assume outstanding Revolving Loans and
participations in outstanding Letters of Credit so as to cause the amounts of
such Revolving Loans and participations in Letters of Credit held by each
Lender with a Percentage in excess of zero of the Revolving Loan Commitment to
conform to its Percentage of the Revolving Loan Commitment and (ii) the
Borrower shall execute and deliver any additional Notes, other amendments or
modifications to any Loan Document, and any other certificates, consents or
legal opinions as the Agents may reasonably request.


SECTION 2.3  Borrowing Procedures and Funding
Maintenance. Loans (other than Swing Line Loans) shall be made by the
Lenders in accordance with Section 2.3.1, and Swing Line Loans
shall be made by the Swing Line Lender in accordance with Section 2.3.2.



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SECTION 2.3.1  Term Loans and Revolving Loans. By delivering a Borrowing Request to
the Administrative Agent on or before 12:00 p.m., New York City time, on a
Business Day, the Borrower may from time to time irrevocably request, on not
less than one Business Day’s notice (in the case of Base Rate Loans) or three
Business Days’ notice (in the case of LIBO Rate Loans) that a Borrowing be made
in an aggregate amount of $500,000 or any larger integral multiple of $100,000,
or in the unused amount of the applicable Commitment. No Borrowing Request
shall be required, and the minimum aggregate amounts specified under this Section 2.3.1
shall not apply, in the case of Revolving Loans made under clause (b) of
Section 2.3.2 to refund Refunded Swing Line Loans or Revolving
Loans deemed made under Section 2.6.2 in respect of unreimbursed
Disbursements. On the terms and subject to the conditions of this Agreement,
each Borrowing shall be comprised of the type of Loans, and shall be made on
the Business Day, specified in such Borrowing Request. On or before 11:00 a.m.
New York City time, on such Business Day each Lender shall deposit with the
Administrative Agent same day funds in an amount equal to such Lender’s
Percentage of the requested Borrowing. Such deposit will be made to an account
which the Administrative Agent shall specify from time to time by notice to the
Lenders. Unless the Administrative Agent shall have received written notice to
the contrary prior to the Business Day specified in the Borrowing Request, the Administrative
Agent may assume that each Lender will fund its respective Lender’s Percentage
of Revolving Loans or Term Loans and may, in reliance upon such assumption,
distribute to the Borrower the amount of each such Lender’s Revolving Loans or
Term Loans. In such event, if any Lender does not in fact fund its Percentage
of any such Revolving Loans or Term Loan Commitment, then the Borrower agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed by the Administrative Agent to the Borrower, with interest thereon
as computed in accordance with this Agreement, for each day from and including
the date such amount is distributed to the Borrower to the date of payment to
the Administrative Agent. Upon satisfaction or waiver of the conditions
precedent specified in Section 5.2, the Administrative Agent shall
make such funds available to the Borrower by wire transfer to the accounts the
Borrower shall have specified in its Borrowing Request. No Lender’s obligation
to make any Loan shall be affected by any other Lender’s failure to make any
Loan.


Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders
hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender, with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Base Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on
interbank compensation.


SECTION 2.3.2  Swing Line Loans. (a) 
By written or telephonic notice, promptly followed (within one Business Day),
in the case of telephonic notice, by the delivery of a confirming Borrowing
Request, to the Swing Line Lender
and the Administrative Agent on or before 12:00 p.m., New York City time,
on the Business Day the proposed Swing Line Loan is



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to be made, the Borrower
may from time to time irrevocably request that a Swing Line Loan be made by the
Swing Line Lender in a minimum principal amount of $100,000 or any larger
integral multiple of $50,000. All Swing Line Loans shall be made as Base Rate
Loans and shall not be entitled to be converted into LIBO Rate Loans. The
proceeds of each Swing Line Loan shall be made available by the Swing Line
Lender, by 3:00 p.m., New York City time, on the Business Day the initial
written or telephonic notice is received by it as provided in this clause, to
the Borrower by wire transfer to the account the Borrower shall have specified
in its notice therefor.


(b)           If  any Default shall occur and
be continuing, each Lender with a Revolving Loan Commitment (other than the
Swing Line Lender) irrevocably agrees that it will, at the request of the Swing
Line Lender and upon notice from the Administrative Agent, unless such Swing
Line Loan shall have been earlier repaid in full, make a Revolving Loan (which
shall initially be funded as a Base Rate Loan) in an amount equal to such
Lender’s Percentage in respect of the Revolving Loan Commitments of the
aggregate principal amount of all such Swing Line Loans then outstanding (such
outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing
Line Loans”); provided, however, that the Swing Line Lender
shall not request, and no Lender with a Revolving Loan Commitment shall make,
any such Revolving Loan if, after giving effect to the making of the applicable
Refunded Swing Line Loan, the sum of all outstanding Revolving Loans, plus the
aggregate amount of all Letter of Credit Outstandings and all Swing Line Loans
outstanding, exceeded the then existing Revolving Loan Commitment Amount. On or
before 11:00 a.m., New York City time, on the first Business Day following
receipt by each Lender of a request to make Revolving Loans as provided in the
preceding sentence, each such Lender with a Revolving Loan Commitment shall
deposit in an account specified by the Swing Line Lender the amount so
requested in same day funds and such funds shall be applied by the Swing Line
Lender to repay the Refunded Swing Line Loans. At the time the aforementioned
Lenders make the above referenced Revolving Loans, the Swing Line Lender shall
be deemed to have made, in consideration of the making of the Refunded Swing
Line Loans, a Revolving Loan in an amount equal to the Swing Line Lender’s
Percentage in respect of the Revolving Loan Commitments of the aggregate
principal amount of the Refunded Swing Line Loans. Upon the making (or deemed
making, in the case of the Swing Line Lender) of any Revolving Loans pursuant
to this clause, the amount so funded shall become outstanding as a Revolving
Loan of such Lender and to the extent made (or deemed made, in the case of the
Swing Line Lender) shall no longer constitute a portion of the applicable Swing
Line Loan. All interest payable with respect to any Revolving Loans made (or
deemed made, in the case of the Swing Line Lender) pursuant to this clause
shall be appropriately adjusted to reflect the period of time during which the
Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving
Loans were made. Each Lender’s obligation (in the case of Lenders with a
Revolving Loan Commitment) to make the Revolving Loans referred to in this
clause shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any set-off, counterclaim, recoupment, defense
or other right which such Lender may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of any Default; (iii) any adverse change in the
condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the
acceleration or maturity of any Loans or the termination of any Commitment
after the making of any Swing Line Loan; (v) any breach of this Agreement
or any other Loan Document by the Borrower or any Lender; or (vi) any
other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.



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SECTION 2.4  Continuation and Conversion Elections.
By delivering a Continuation/Conversion Notice to the Administrative Agent on
or before 12:00 p.m., New York City time, on a Business Day, the Borrower
may from time to time
irrevocably elect, on not less than one Business Day’s notice (in the case of a
conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days’
notice (in the case of a continuation of LIBO Rate Loans or a conversion of
Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ notice
(in the case of any Loans) that all, or any portion in a minimum amount of $500,000
or any larger integral multiple of $100,000, be, in the case of Base Rate
Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans,
continued as LIBO Rate Loans or converted into Base Rate Loans (in the absence
of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate
Loan at least three Business Days before the last day of the then current
Interest Period with respect thereto, such LIBO Rate Loan shall, on such last
day, automatically convert to a Base Rate Loan); provided, however,
that (a) each such conversion or continuation shall be pro rated among the
applicable outstanding Loans of the relevant Lenders, and (b) no portion
of the outstanding principal amount of any Loans may be continued as, or be
converted into, LIBO Rate Loans when any Default has occurred and is
continuing.


SECTION 2.5  Funding. Each Lender may, if it so
elects, fulfill its obligation to make, continue or convert LIBO Rate Loans
hereunder by causing one of its foreign branches or affiliates (or an
international banking facility created
by such Lender) to make or maintain such LIBO Rate Loan, so long as such action
does not result in increased costs to the Borrower; provided, however,
that such LIBO Rate Loan shall nonetheless be deemed to have been made and to
be held by such Lender, and the obligation of the Borrower to repay such LIBO
Rate Loan shall nevertheless be to such Lender for the account of such foreign
branch, affiliate or international banking facility; and provided, further,
however, that, except for purposes of determining whether any such
increased costs are payable by the Borrower, such Lender shall cause such
foreign branch, affiliate or international banking facility to comply with the
applicable provisions of clause (b) of Section 4.6
with respect to such LIBO Rate Loan. In addition, the Borrower hereby consents
and agrees that, for purposes of any determination to be made for purposes of Section 4.1,
4.2, 4.3 or 4.4, it shall be conclusively assumed that
each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits
in its LIBOR Office’s interbank Eurodollar market.


SECTION 2.6  Issuance Procedures. By delivering to
the applicable Issuer and the Administrative Agent an Issuance Request on or
before 12:00 p.m., New York City time, on a Business Day, the Borrower
may, from time to time
irrevocably request, on not less than three Business Days’ notice (or such
shorter or longer notice as may be acceptable to the applicable Issuer), in the
case of an initial issuance of a Letter of Credit, and not less than three nor
more than ten Business Days’ notice (unless a shorter or longer notice period
is acceptable to the applicable Issuer) prior to the then existing Stated
Expiry Date of a Letter of Credit, in the case of a request for the extension
of the Stated Expiry Date of a Letter of Credit, that such Issuer issue, or
extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of
Credit on behalf of the Borrower (whether issued for the account of or on behalf
of the Borrower or any of its Restricted Subsidiaries) in such form as may be
requested by the Borrower and approved by such Issuer. In the event of any
conflict between the terms of the Issuance Request and the terms of this
Agreement, the terms of this Agreement shall govern. Notwithstanding anything
to the contrary contained herein or in any separate application for any Letter
of Credit, the Borrower


 



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hereby acknowledges and
agrees that it shall be obligated to reimburse the applicable Issuer upon each
Disbursement paid under a Letter of Credit, and it shall be deemed to be the
obligor for purposes of each such Letter of Credit issued hereunder (whether
the account party on such Letter of Credit is the Borrower or a Subsidiary of
the Borrower). In the event the Borrower makes a request in respect of a Letter
of Credit to be issued by an Issuer other than the Administrative Agent, the
Borrower shall submit an Issuance Request to such Issuer with a copy to the
Administrative Agent. Each Letter of Credit shall by its terms be stated to
expire on a date (its “Stated Expiry Date”) no later than the earlier to
occur of (a) five Business Days prior to the Stated Maturity Date for
Revolving Loans and (b) one year from the date of its issuance (subject to
automatic renewal provisions); provided, however, that,
notwithstanding the terms of this clause, a Letter of Credit may, if required
by the beneficiary thereof, contain automatic renewal provisions pursuant to
which the Stated Expiry Date shall be automatically extended (to a date not
beyond the date specified in clause (a) above), unless notice
to the contrary shall have been given to the beneficiary prior to the then
existing Stated Expiry Date in accordance with the terms specified in such
Letter of Credit by the applicable Issuer or the account party of such Letter
of Credit (which notice by the account party shall also have been provided to
the applicable Issuer in writing). The applicable Issuer will make available to
the beneficiary thereof the original of each Letter of Credit which it issues
hereunder. In the event that the Issuer is other than the Administrative Agent,
such Issuer will send by facsimile transmission to the Administrative Agent,
promptly on the first Business Day of each week, a complete list of all Letter
of Credit activity for such week including such Issuer’s daily maximum amount
available to be drawn under the Letters of Credit issued by it for the previous
week. The Administrative Agent shall deliver to each Lender upon the issuance
of each Letter of Credit, a notice, and upon each payment of the letter of
credit fees payable pursuant to Section 3.3.3, a report setting
forth the daily maximum amount available to be drawn for all Issuers during
such period.


SECTION 2.6.1  Other Lenders’ Participation. Upon the
issuance of each Letter of Credit issued by an Issuer pursuant hereto, and
without further action, each Lender (other than such Issuer) that has a
Revolving Loan Commitment
shall be deemed to have irrevocably purchased from such Issuer, to the extent
of its Percentage in respect of the Revolving Loan Commitments, and such Issuer
shall be deemed to have irrevocably granted and sold to such Lender a
participation interest in such Letter of Credit (including any right of the
Issuer to receive payment of a Reimbursement Obligation and all rights with
respect thereto), and such Lender shall, to the extent of its Percentage in
respect of the Revolving Loan Commitments, be responsible for reimbursing
promptly (and in any event within one Business Day) the applicable Issuer for
Disbursements which have not been reimbursed by the Borrower in accordance with
Section 2.6.3. In addition, such Lender shall, to the extent of its
Percentage in respect of the Revolving Loan Commitments, be entitled to receive
a ratable portion of the letter of credit fees payable pursuant to the first
sentence of Section 3.3.3 with respect to each Letter of Credit and
of interest payable pursuant to Section 2.6.2 or 3.2 with
respect to any Reimbursement Obligation. To the extent that any Lender has
reimbursed the applicable Issuer for a Disbursement as required by this
Section, such Lender shall be entitled to receive its ratable portion of any
amounts subsequently received (from the Borrower or otherwise) in respect of
such Disbursement.


SECTION 2.6.2  Disbursements; Conversion to Revolving
Loans. The applicable Issuer will notify the Borrower and the
Administrative Agent promptly of the presentment for payment



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of any drawing under any
Letter of Credit issued by such Issuer, together with notice of the date (the “Disbursement
Date”) such payment shall be made (each such payment, a “Disbursement”).
Subject to the terms and provisions of such Letter of Credit and this
Agreement, such Issuer shall make such payment to the beneficiary (or its
designee) of such Letter of Credit. Prior to 12:30 p.m., New York City
time, on the first Business Day following the Disbursement Date (the “Disbursement
Due Date”), the Borrower will reimburse the Administrative Agent, for the
account of such Issuer, for all amounts which such Issuer has disbursed under
such Letter of Credit, together with interest thereon at the rate per annum
otherwise applicable to Revolving Loans (made as Base Rate Loans) from and
including the Disbursement Date to but excluding the Disbursement Due Date and,
thereafter (unless such Disbursement is converted into a Base Rate Loan on the
Disbursement Due Date), at a rate per annum equal to the rate per annum then in
effect with respect to overdue Revolving Loans (made as Base Rate Loans)
pursuant to Section 3.2.2 for the period from the Disbursement Due
Date through the date of such reimbursement; provided, however,
that, if no Default shall have then occurred and be continuing, unless the
Borrower has notified the Administrative Agent no later than one Business Day
prior to the Disbursement Due Date that it will reimburse such Issuer for the
applicable Disbursement, then the amount of the Disbursement shall be deemed to
be a Borrowing of Revolving Loans constituting Base Rate Loans and following
the giving of notice thereof by the Administrative Agent to the Lenders, each
Lender with a Revolving Loan Commitment (other than such Issuer) will deliver
to such Issuer on the Disbursement Due Date immediately available funds in an
amount equal to such Lender’s Percentage of such Borrowing. Each conversion of
Disbursement amounts into Revolving Loans shall constitute a representation and
warranty by the Borrower that on the date of the making of such Revolving Loans
all of the statements set forth in Section 5.2.1 are true and
correct.


SECTION 2.6.3  Reimbursement. The obligation (a “Reimbursement
Obligation”) of the Borrower under Section 2.6.2 to reimburse
the applicable Issuer with respect to each Disbursement (including interest
thereon) not converted into
Revolving Loans pursuant to Section 2.6.2, and, upon the Borrower
failing or electing not to reimburse such Issuer and the giving of notice
thereof by the Administrative Agent to the Lenders, each Lender’s (to the extent
it has a Revolving Loan Commitment) obligation under Section 2.6.1
to reimburse such Issuer or fund its Percentage of any Disbursement or to make
Revolving Loans in an amount equal to such Lender’s percentage of any
Disbursement shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower or such Lender, as the case may be, may have or have
had against such Issuer or any such Lender, including any defense based upon
the failure of any Disbursement to conform to the terms of the applicable
Letter of Credit (if, in such Issuer’s good faith opinion, such Disbursement is
determined to be appropriate) or any non-application or misapplication by the
beneficiary of the proceeds of such Letter of Credit; provided, however,
that after paying in full its Reimbursement Obligation hereunder, nothing
herein shall adversely affect the right of the Borrower or such Lender, as the
case may be, to commence any proceeding against such Issuer for any wrongful
Disbursement made by such Issuer under a Letter of Credit as a result of acts
or omissions constituting gross negligence or willful misconduct on the part of
such Issuer. In the event that any Revolving Loan cannot for any reason be made
on the date otherwise required above (including as a result of the commencement
of a proceeding in bankruptcy with respect to the Borrower), then each Lender
shall forthwith purchase (as of the date such borrowing would otherwise have
occurred) from each Issuer a participation in any unreimbursed Disbursements



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due to such Issuer in an
amount equal to such Lender’s Percentage of the unreimbursed Disbursements due
to such Issuer.


SECTION 2.6.4  Deemed Disbursements. Upon the
occurrence and during the continuation of any Event of Default of the type
described in clauses (b) through (d) of Section 8.1.9
with respect to any Obligor (other than Subsidiaries that are not
Material Subsidiaries) or, with notice from the Administrative Agent acting at
the direction of the Required Lenders, upon the occurrence and during the
continuation of any other Event of Default,


(a)           an amount equal to that portion of
all Letter of Credit Outstandings attributable to the then aggregate amount
which is undrawn and available under all Letters of Credit issued and
outstanding shall, without demand upon or notice to the Borrower or any other
Person, be deemed to have been paid or disbursed by the applicable Issuer under
such Letters of Credit (notwithstanding that such amount may not in fact have
been so paid or disbursed); and


(b)           upon notification by the
Administrative Agent to the Borrower of its obligations under this Section, the
Borrower shall be immediately obligated to reimburse the applicable Issuer for
the amount deemed to have been so paid or disbursed by such Issuer.


Any amounts so payable by the Borrower pursuant to
this Section shall be deposited in cash with the Administrative Agent and
held as collateral security for the Obligations in connection with the Letters
of Credit issued by the applicable Issuer. At such time as the Events of
Default giving rise to the deemed disbursements hereunder shall have been cured
or waived, the Administrative Agent shall return to the Borrower all amounts
then on deposit with the Administrative Agent pursuant to this Section,
together with accrued interest at the Federal Funds Rate, which have not been
applied to the satisfaction of such Obligations.


SECTION 2.6.5  Nature of Reimbursement Obligations. The
Borrower and, to the extent set forth in Section 2.6.1, each Lender
with a Revolving Loan Commitment, shall assume all risks of the acts, omissions
or misuse of any Letter
of Credit by the beneficiary thereof. No Issuer (except to the extent of its
own gross negligence or willful misconduct) shall be responsible for:


(a)           the form, validity, sufficiency,
accuracy, genuineness or legal effect of any Letter of Credit or any document
submitted by any party in connection with the application for and issuance of a
Letter of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged;


(b)           the form, validity, sufficiency,
accuracy, genuineness or legal effect of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or the proceeds thereof in whole or in part, which may
prove to be invalid or ineffective for any reason;


(c)           failure of the beneficiary to comply
fully with conditions required in order to demand payment under a Letter of
Credit;



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(d)           errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise; or


(e)           any loss or delay in the transmission
or otherwise of any document or draft required in order to make a Disbursement
under a Letter of Credit.


None of the foregoing shall affect, impair or prevent
the vesting of any of the rights or powers granted to any Issuer or any Lender
with a Revolving Loan Commitment hereunder. In furtherance and extension and
not in limitation or derogation of any of the foregoing, any action taken or
omitted to be taken by the applicable Issuer in good faith (and not
constituting gross negligence or willful misconduct) shall be binding upon the Borrower,
each Obligor and each such Lender, and shall not put such Issuer under any
resulting liability to the Borrower, any Obligor or any such Lender, as the
case may be.


SECTION 2.7  Register; Notes.


(a)           Each Lender may maintain in
accordance with its usual practice an account or accounts evidencing the
Indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder. Such account or accounts shall, to
the extent not inconsistent with the notations made by the Administrative Agent
in the Register, be conclusive and binding on the Borrower absent manifest
error; provided, however, that the failure of any Lender to
maintain such account or accounts or any error in any such account made by such
Lender shall not limit or otherwise affect any Obligations of the Borrower or
any other Obligor.


(b)           (i)  The Borrower hereby
designates the Administrative Agent to serve as the Borrower’s agent, solely
for the purpose of this clause, to maintain a register (the “Register”)
on which the Administrative Agent will record each Lender’s Commitments, the
Loans made by each Lender and each repayment in respect of the principal
amount of the Loans of each Lender. Failure to make any recordation, or any
error in such recordation, shall not affect the Borrower’s obligation in
respect of such Loans. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Administrative Agent and the
Lenders shall treat each Person in whose name a Loan is registered as the owner
thereof for all purposes of this Agreement, notwithstanding notice or any
provision herein to the contrary, other than in accordance with Section 10.11.
A Lender’s Commitment and the Loans made pursuant thereto may be assigned or
otherwise transferred in whole or in part only by registration of such
assignment or transfer in the Register in accordance with Section 10.11.


(ii)  The Borrower
agrees that, upon the request to the Administrative Agent by any Lender, the
Borrower will execute and deliver to such Lender, as applicable, a Note of the
applicable Tranche evidencing the Loans of such Tranche made by such Lender. The
Borrower hereby irrevocably authorizes each Lender to make (or cause to be
made) appropriate notations on the grid attached to such Lender’s Notes (or on
any continuation of such grid), which notations, if made, shall evidence, inter
alia, the date of, the outstanding principal amount of, and the interest
rate and Interest Period applicable to the Loans evidenced thereby. Such
notations shall, to the extent not inconsistent with the notations made by the
Administrative Agent in the Register, be conclusive and binding on the Borrower
absent manifest error; provided, however,



 38
 






 



 


that the failure of any Lender to make any such notations or any error
in any such notations shall not limit or otherwise affect any Obligations of
the Borrower or any other Obligor. The Loans evidenced by any such Note and
interest thereon shall at all times (including after assignment pursuant to Section 10.11.1)
be represented by one or more Notes payable to the order of the payee named
therein and its registered assigns. A Note and the obligation evidenced thereby
may be assigned or otherwise transferred in whole or in part only by
registration of such assignment and the obligation evidenced thereby in the
Register in accordance with Section 10.11.


ARTICLE III



REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


SECTION 3.1  Repayments and Prepayments; Application.


SECTION 3.1.1  Repayments and Prepayments. The
Borrower shall repay in full the unpaid principal amount of each Loan upon the
Stated Maturity Date thereof. Prior thereto, payments and repayments of Loans
shall or may be made as
set forth below.


(a)           From time to time on any Business
Day, the Borrower may make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of any


(i)            Loans (other than Swing Line Loans);
provided, however, that


(A)          any such prepayment of Loans of any
Tranche shall be made pro  rata among Loans of such Tranche being
so prepaid and, if applicable, having the same Interest Period of all Lenders
that have made such Loans of such Tranche;


(B)           the Borrower shall comply with Section 4.4
in the event that any LIBO Rate Loan is prepaid on any day other than the last
day of the Interest Period for such Loan;


(C)           all such voluntary prepayments shall
require at least one Business Day’s notice in the case of Base Rate Loans, three
Business Days’ notice in the case of LIBO Rate Loans, but no more than five
Business Days’ notice in the case of any Loans, in each case in writing to the
Administrative Agent; and


(D)          all such voluntary partial prepayments
shall be in an aggregate amount of $500,000 or any larger integral multiple of
$100,000 or in the aggregate principal amount of all Loans of the applicable
Tranche and type then outstanding; or


(ii)           Swing
Line Loans; provided, however, that


(A)          all such voluntary prepayments shall
require prior telephonic notice to the Swing Line Lender on or before 2:00 p.m.,
New York City time, on the day of such prepayment (such notice to be confirmed
in writing by the Borrower within 24 hours thereafter); and


 



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(B)           all such voluntary partial
prepayments shall be in an aggregate amount of $100,000 and an integral
multiple of $50,000 or in the aggregate principal amount of all Swing Line
Loans then outstanding.


(b)           On each date when any reduction in
the Revolving Loan Commitment Amount shall become effective, the Borrower shall
make a mandatory prepayment of Revolving Loans and (if necessary) Swing Line
Loans and (if necessary) Cash Collateralize Letter of Credit Outstandings in an
aggregate amount equal to the excess, if any, of the sum of (i) the
aggregate outstanding principal amount of all Revolving Loans and Swing Line
Loans and (ii) the aggregate amount of all Letter of Credit Outstandings
over the Revolving Loan Commitment Amount as so reduced.


(c)           Immediately upon any acceleration of
the Stated Maturity Date of any Loans or Obligations pursuant to Section 8.2
or Section 8.3, the Borrower shall repay all outstanding Loans and
other Obligations, unless, pursuant to Section 8.3, only a portion
of all Loans and other Obligations are so accelerated (in which case the
portion so accelerated shall be so prepaid).


Each prepayment of any Loans made pursuant to this Section shall
be without premium or penalty, except as may be required by Section 4.4.
No prepayment of principal of any Revolving Loans or Swing Line Loans or Cash
Collateralization of Letters of Credit pursuant to this Section 3.1.1
shall cause a reduction in the Revolving Loan Commitment Amount, the Swing Line
Loan Commitment Amount or the Letter of Credit Commitment Amount, as the case
may be.


SECTION 3.1.2  Application. Each prepayment or
repayment of principal of the Loans of any Tranche shall be applied, to the
extent of such prepayment or repayment, first, to the principal amount
thereof being maintained as Base
Rate Loans, and second, to the principal amount thereof being maintained
as LIBO Rate Loans.


SECTION 3.2  Interest Provisions. Interest on the
outstanding principal amount of the Loans shall accrue and be payable in
accordance with this Section 3.2.


SECTION 3.2.1  Rates. (a)  Each Base Rate Loan shall accrue interest on the unpaid
principal amount thereof for each day from and including the day upon which
such Loan was made or converted to a Base Rate Loan to but excluding the date such Loan is repaid or
converted to a LIBO Rate Loan at a rate per annum equal to the sum of the
Alternate Base Rate for such day plus the Applicable Margin for such Loan on
such day.


(b)           Each LIBO Rate Loan shall accrue
interest on the unpaid principal amount thereof for each day during each
Interest Period applicable thereto at a rate per annum equal to the sum of the
LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable
Margin for such Loan on such day.


All LIBO Rate Loans shall bear interest from and
including the first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest rate determined
as applicable to such LIBO Rate Loan. Any term or provision of this Section to
the contrary notwithstanding, the Lenders do not intend to charge, and the
Borrower shall not be



 40
 






 



 


required to pay, any interest in excess of the maximum
permitted by applicable law, and any payments in excess of such maximum shall
be credited to reduce the principal amount of the Loans.


SECTION 3.2.2  Post-Maturity Rates. After the date
any principal amount of any Loan shall have become due and payable
(whether on the applicable Stated Maturity Date, upon acceleration or
otherwise), or any other monetary
Obligation (other than overdue Reimbursement Obligations which shall bear
interest as provided in Section 2.6.2) of the Borrower shall have
become due and payable, the Borrower shall pay, but only to the extent
permitted by law, interest (after as well as before judgment) on such amounts
at a rate per annum equal to (a) in the case of any overdue principal of
Loans, overdue interest thereon, overdue commitment fees or other overdue
amounts in respect of Loans or other obligations (or the related Commitments)
under a particular Tranche, the rate that would otherwise be applicable to Base
Rate Loans under such Tranche pursuant to Section 3.2.1 plus 2% and
(b) in the case of other overdue monetary Obligations, the rate that would
otherwise be applicable to Revolving Loans maintained as Base Rate Loans
pursuant to Section 3.2.1 plus 2%.


SECTION 3.2.3  Payment Dates. Interest accrued on
each Loan shall be payable, without duplication:


(a)           on the Stated Maturity Date therefor;


(b)           in the case of a LIBO Rate Loan, on
the date of any payment or prepayment, in whole or in part, of principal
outstanding on such Loan, to the extent of the unpaid interest accrued through
such date on the principal so paid or prepaid;


(c)           with respect to Base Rate Loans, on
each Quarterly Payment Date occurring after the Amendment Effective Date;


(d)           with respect to LIBO Rate Loans, on
the last day of each applicable Interest Period (and, if such Interest Period
shall exceed three months, at intervals of three months after the first day of
such Interest Period); and


(e)           on that portion of any Loans the
Stated Maturity Date of which is accelerated pursuant to Section 8.2
or Section 8.3, immediately upon such acceleration.


Interest accrued on Loans, Reimbursement Obligations
or other monetary Obligations arising under any Loan Document after the date
such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.


SECTION 3.3  Fees. The
Borrower agrees to pay the fees set forth in this Section 3.3. All such
fees shall be non-refundable.


SECTION 3.3.1  Commitment Fees. The Borrower agrees
to pay to the Administrative Agent for the account of each Lender that has a
Revolving Loan Commitment, for each day during the period (including any
portion thereof when any of the
Lenders’ Commitments are suspended by reason of the Borrower’s inability to
satisfy any condition of Article V) commencing on the Amendment
Effective Date and continuing to but excluding the Revolving



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Loan Commitment
Termination Date, a commitment fee on such Lender’s Percentage of the unused
portion, whether or not then available, of the Revolving Loan Commitment Amount
(net of Letter of Credit Outstandings) for such day at a rate per annum equal
to 0.50%. Such commitment fee shall be payable by the Borrower in arrears on
each Quarterly Payment Date, commencing with the first such day following the
Amendment Effective Date, and on the Revolving Loan Commitment Termination Date.
The making of Swing Line Loans shall not constitute usage of the Revolving Loan
Commitment with respect to the calculation of commitment fees to be paid by the
Borrower to the Lenders.   Payments by
the Borrower to the Swing Line Lender in respect of accrued interest on Swing
Line Loans shall be net of the commitment fee payable in respect of the Swing
Line Lender’s Revolving Loan Commitment.


SECTION 3.3.2  Administrative Agent Fee. The Borrower
agrees to pay an annual administration fee to the Administrative Agent, for its
own account, in the amount set forth in the Engagement Letter, payable in
advance on the Amendment
Effective Date and quarterly thereafter.


SECTION 3.3.3  Letter of Credit Fee. The Borrower
agrees to pay to the Administrative Agent, for the pro  rata
account of the applicable Issuer and each other Lender that has a Revolving
Loan Commitment, a letter of credit fee for each day on which there
shall be any Letters of Credit outstanding (i) with respect to each
standby Letter of Credit, at a rate per annum equal to the then Applicable
Margin for Revolving Loans maintained as LIBO Rate Loans, on the Stated Amount
of each such Letter of Credit outstanding on such day; and (ii) with
respect to each documentary Letter of Credit, 1.25% per annum on the Stated
Amount of each such Letter of Credit outstanding on such day, such fees being
payable quarterly in arrears on each Quarterly Payment Date. The Borrower
further agrees to pay to the applicable Issuer an issuance fee at such rates
and on such dates as are agreed between the Borrower and such Issuer.


ARTICLE IV



CERTAIN LIBO RATE AND OTHER PROVISIONS


SECTION 4.1  LIBO Rate Lending Unlawful. If any
Lender shall determine (which determination shall, in the absence of manifest
error, upon notice thereof to the Borrower and the Lenders, be conclusive and
binding on the Borrower)
that the introduction of or any change in or in the interpretation of any law,
in each case after the date upon which such Lender shall have become a Lender
hereunder, makes it unlawful, or any central bank or other governmental
authority asserts, after such date, that it is unlawful, for such Lender to
make, continue or maintain any Loan as, or to convert any Loan into, a LIBO
Rate Loan, the obligations of such Lender to make, continue, maintain or
convert any Loans as or to LIBO Rate Loans shall, upon such determination,
forthwith be suspended until such Lender shall notify the Administrative Agent
that the circumstances causing such suspension no longer exist (with the date
of such notice being the “Reinstatement Date”), and (a) all LIBO
Rate Loans previously made by such Lender shall automatically convert into Base
Rate Loans at the end of the then current Interest Periods with respect thereto
or sooner, if required by such law or assertion and (b) all Loans
thereafter made by such Lender and outstanding prior to the Reinstatement Date
shall be made as Base Rate Loans, with interest thereon being payable on the
same date that



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interest is payable with
respect to the corresponding Borrowing of LIBO Rate Loans made by Lenders not
so affected.


SECTION 4.2  Deposits Unavailable. If the
Administrative Agent shall have determined that (a) Dollar deposits in the
relevant amount and for the relevant Interest Period are not available to the
Administrative Agent in its relevant
market, or (b) by reason of circumstances affecting the Administrative
Agent’s relevant market, adequate means do not exist for ascertaining the
interest rate applicable hereunder to LIBO Rate Loans, then, upon notice from
the Administrative Agent to the Borrower and the Lenders, the obligations of
all Lenders under Section 2.3 and Section 2.4 to make
or continue any Loans as, or to convert any Loans into, LIBO Rate Loans shall
forthwith be suspended until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances causing such suspension no longer exist.


SECTION 4.3  Increased LIBO Rate Loan Costs, etc. The
Borrower agrees to reimburse each Lender for any increase in the cost to such
Lender of, or any reduction in the amount of any sum receivable by such Lender
in respect of, making,
continuing or maintaining (or of its obligation to make, continue or maintain)
any Loans as, or of converting (or of its obligation to convert) any Loans
into, LIBO Rate Loans (excluding any amounts, whether or not constituting
Taxes, referred to in Section 4.6) arising as a result of any
change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any
court, central bank, regulator or other governmental authority that occurs
after the date upon which such Lender became a Lender hereunder. Such Lender
shall promptly notify the Administrative Agent and the Borrower in writing of
the occurrence of any such event, such notice to state, in reasonable detail,
the reasons therefor and the additional amount required fully to compensate
such Lender for such increased cost or reduced amount. Such additional amounts
shall be payable by the Borrower directly to such Lender within five days of
its receipt of such notice, and such notice shall, in the absence of manifest
error, be conclusive and binding on the Borrower.


SECTION 4.4  Funding Losses. In the event any
Lender shall incur any loss or expense (including any loss or expense incurred
by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan,
but excluding any loss of margin after the date of any such conversion,
repayment, prepayment or failure to borrow, continue or convert) as a result of
(a) any conversion or repayment or prepayment of the principal amount of
any LIBO Rate Loans on a date other than the scheduled last day of the Interest
Period applicable thereto, whether pursuant to Section 3.1 or
otherwise, (b) any Loans not being borrowed as LIBO Rate Loans in
accordance with the Borrowing Request therefor, (c) any Loans not being
continued as, or converted into, LIBO Rate Loans in accordance with the
Continuation/ Conversion Notice therefor, or (d) any failure by the
Borrower to prepay a LIBO Rate Loan on the date specified in a notice of
prepayment, then, upon the written notice of such Lender to the Borrower (with
a copy to the Administrative Agent), the Borrower shall, within five days of
its receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include



 43
 






 



 


calculations in
reasonable detail) shall, in the absence of manifest error, be conclusive and
binding on the Borrower.


SECTION 4.5  Increased Capital Costs. If any change
in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law)
of any court, central bank, regulator or other governmental authority, in each
case occurring after the applicable Lender became a Lender hereunder, affects
or would affect the amount of capital required or expected to be maintained by
any Lender or any Person controlling such Lender, and such Lender determines
(in its sole and absolute discretion) that the rate of return on its or such
controlling Person’s capital as a consequence of its Commitments, participation
in Letters of Credit or the Loans made by such Lender is reduced to a level
below that which such Lender or such controlling Person could have achieved but
for the occurrence of any such circumstance, then, in any such case upon notice
from time to time by such Lender to the Borrower, the Borrower shall immediately
pay directly to such Lender additional amounts sufficient to compensate such
Lender or such controlling Person for such reduction in rate of return. A
statement of such Lender as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall, in the absence of manifest
error, be conclusive and binding on the Borrower. In determining such amount,
such Lender may use any method of averaging and attribution that it (in its
sole and absolute discretion) shall deem applicable; provided, however,
that such Lender may not impose materially greater costs on the Borrower than
on other similarly situated borrowers by virtue of any such averaging or
attribution method.


SECTION 4.6  Taxes. (a) 
All payments by the Borrower of principal of, and interest on, the Loans and
all other amounts payable hereunder or under any other Loan Document (including
Reimbursement Obligations, fees and expenses)
shall be made free and clear of and without deduction for any present or future
income, excise, stamp or franchise taxes and other taxes, fees, duties,
withholdings or other charges of any nature whatsoever imposed by any taxing
authority from or through which payments originate or are made or deemed made
by or to the Borrower, but excluding (i) any income, excise, stamp or
franchise taxes and other similar taxes, fees, duties, withholdings or other
charges imposed on any Lender or either of the Agents by a jurisdiction under
the laws of which such Lender or Agent is organized or in which its principal
executive office is located, or otherwise as a result of a present or former
connection between the applicable lending office (or office through which it
performs any of its actions as Lender or Agent) of such Lender or Agent and the
jurisdiction of the governmental authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from such Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or taken
any action to enforce, this Agreement and any Note) or (ii) any income,
excise, stamp or franchise taxes and other similar taxes, fees, duties,
withholdings or other charges to the extent that they are in effect and would
apply as of the date any Person becomes a Lender or Assignee Lender, or as of
the date that any Lender changes its applicable lending office, to the extent
such taxes become applicable as a result of such change (other than a change in
an applicable lending office made pursuant to Section 4.10 below)
(such non-excluded items being called “Taxes”). In the event that any
withholding or deduction from any payment to be made by the Borrower hereunder
is required in respect of any Taxes pursuant to any applicable law, rule or
regulation, then the Borrower will (i) pay
directly to the relevant taxing authority the full amount required to be so
withheld or



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deducted, (ii) promptly forward to the Administrative Agent an
official receipt or other documentation available to the Borrower reasonably
satisfactory to the Administrative Agent evidencing such payment to such
authority, and (iii) pay to the Administrative
Agent for the account of the Lenders such additional amount or amounts as is
necessary to ensure that the net amount actually received by each Lender will
equal the full amount such Lender would have received had no such withholding
or deduction been required, provided, however, that the Borrower
shall not be required to pay any such additional amounts in respect of amounts
payable to any Lender that is not organized under the laws of the United States
or a state thereof to the extent that the related tax is imposed (or an
exemption therefrom is not available) as a result of such Lender or Agent
failing to comply with the requirements of clause (b) of Section 4.6.


Moreover, if any Taxes are directly asserted against
either of the Agents or any Lender with respect to any payment received by such
Agents or such Lender hereunder, such Agents or such Lender may pay such Taxes
and the Borrower will promptly pay to such Person such additional amount
(including any penalties, interest or expenses) as is necessary in order that
the net amount received by such Person (including any Taxes on such additional
amount) shall equal the amount of such Taxes paid by such Person; provided,
however, that the Borrower shall not be obligated to make payment to the
Lenders or the Agents (as the case may be) pursuant to this sentence in respect
of penalties or interest attributable to any Taxes, if written demand therefor
has not been made by such Lenders or the Agents within 60 days from the date on
which such Lenders or the Agents knew of the imposition of Taxes by the
relevant taxing authority or for any additional imposition which may arise from
the failure of the Lenders or the Agents to apply payments in accordance with
the tax law after the Borrower has made the payments required hereunder; provided,
further, that the Borrower shall not be required to pay any such
additional amounts in respect of any amounts payable to any Lender or any Agent
(as the case may be) that is not organized under the laws of the United States
or a state thereof to the extent the related Tax is imposed as a result of such
Lender failing to comply with the requirements of clause (b) of
Section 4.6. After the Lenders or the Agents (as the case may be)
learn of the imposition of Taxes, such Lenders and the Agents will act in good
faith to notify the Borrower of its obligations hereunder as soon as reasonably
possible.


If the Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent, for
the account of the respective Lenders, the required receipts or other required
documentary evidence, the Borrower shall indemnify the Lenders for any
incremental Taxes, interest or penalties that may become payable by any Lender
as a result of any such failure.


(b)           Each
Non-U.S. Lender shall, (i) on or prior to the date of the execution and
delivery of this Agreement, in the case of each Lender listed on the signature pages hereof,
or, in the case of an Assignee Lender, on or prior to the date it becomes a
Lender, execute and deliver to the Borrower and the Administrative Agent, two
or more (as the Borrower or the Agents may reasonably request) United States
Internal Revenue Service Forms W-8ECI or Forms W-8BEN (or successor
forms) establishing the Lender’s exemption from United States federal
withholding tax, or, solely if such Lender is claiming exemption from United
States withholding tax under Section 871(h) or 881(c) of the
Code with respect to payments of “portfolio interest”, United States Internal
Revenue Service Forms W-8BEN and a certificate signed by a duly
authorized officer of such Lender representing that such Lender is not a “bank”
within the meaning of



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Section 881(c)(3)(A) of the Code, or such
other forms or documents (or successor forms or documents), appropriately
completed, establishing that payments to such Lender are exempt from
withholding or deduction of United States federal withholding taxes; and (ii) deliver
to the Borrower and the Administrative Agent two further copies of any such
form or documents on or before the date that any such form or document expires
or becomes obsolete and after the occurrence of any event requiring a change in
the most recent such form or document previously delivered by it to the
Borrower. Each Lender and each Agent agrees, to the extent reasonable and
without material cost to it, to provide to the Borrower and the Administrative
Agent such other applicable forms or certificates as would reduce or eliminate
any Tax otherwise applicable.


(c)           If the
Borrower determines in good faith that a reasonable basis exists for contesting
the imposition of a Tax with respect to a Lender or either of the Agents, the
relevant Lender or Agent, as the case may be, shall cooperate with the Borrower
in challenging such Tax at the Borrower’s expense if requested by the Borrower;
provided, however, that nothing in this Section 4.6
shall require any Lender or Agent to submit to the Borrower or any Person any
tax returns or any part thereof, or to prepare or file any tax returns other
than as such Lender or Agent in its sole discretion shall determine.


(d)           If a
Lender or an Agent shall receive a refund (including any offset or credits from
a taxing authority (as a result of any error in the imposition of Taxes by such
taxing authority) of any Taxes paid by the Borrower pursuant to clause (a) above,
such Lender or such Agent (as the case may be) shall promptly pay the Borrower
the amount so received, with interest from the taxing authority with respect to
such refund, net of any tax liability incurred by such Lender or Agent that is
attributable to the receipt of such refund and such interest.


(e)           Each
Lender and each Agent agrees, to the extent reasonable and without material
cost to it, to cooperate with the Borrower to minimize any amounts payable by
the Borrower under this Section 4.6; provided, however,
that nothing in this Section 4.6 shall require any Lender or Agent
to take any action which, in the sole discretion of such Lender or Agent, is
inconsistent with its internal policy and legal and regulatory restrictions.


(f)            If the
Borrower is required to pay additional amounts to or for the account of any
Lender or Agent pursuant to clause (a) above as a result of a
change of law occurring after the date hereof, then such Lender or Agent, at
the request of the Borrower, will change the jurisdiction of its applicable
lending office (or office through which it performs any of its actions as
Agent) if such change (i) would eliminate or reduce any such additional
payment which may thereafter accrue and (ii) is not, in the good faith
determination of such Lender or Agent, otherwise disadvantageous to such Lender
or Agent.


SECTION 4.7  Payments, Computations, etc. Unless
otherwise expressly provided, all payments by or on behalf of the Borrower
pursuant to any Loan Document shall be made by the Borrower to the
Administrative Agent for the
pro  rata account of the Lender Parties entitled to receive such
payment. All such payments required to be made to the Administrative Agent
shall be made, without setoff, deduction or counterclaim, not later than 12:30 p.m.,
New York City time, on the date due, in same day or immediately available
funds, to such account as the Administrative Agent shall specify from time to
time by notice to the Borrower. Funds received after that time may be deemed by
the Administrative Agent to have been received by



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the Administrative Agent
on the next succeeding Business Day. The Administrative Agent shall promptly
remit in same day funds to each Lender Party its share, if any, of such
payments received by the Administrative Agent for the account of such Lender
Party. All interest and fees shall be computed on the basis of the actual
number of days (including the first day but excluding the last day) occurring
during the period for which such interest or fee is payable over a year
comprised of 360 days (or, in the case of interest on a Base Rate Loan,
365 days or, if appropriate, 366 days). Whenever any payment to be
made shall otherwise be due on a day which is not a Business Day, such payment
shall (except as otherwise required by clause (a) of the
definition of the term “Interest Period”) be made on the next succeeding
Business Day and such extension of time shall be included in computing interest
and fees, if any, in connection with such payment.


SECTION 4.8  Sharing of Payments. If any Lender
shall obtain any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan or Reimbursement
Obligation (other than
pursuant to the terms of Sections 4.3, 4.4,  4.5, 10.3 and 10.4) in
excess of its pro  rata share of payments then or therewith
obtained by all Lenders entitled thereto, such Lender shall purchase from the
other Lenders such participation in the Credit Extensions made by them as shall
be necessary to cause such purchasing Lender to share the excess payment or
other recovery ratably with each of them; provided, however, that
if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded and each
Lender which has sold a participation to the purchasing Lender shall repay to
the purchasing Lender the purchase price to the ratable extent of such recovery
together with an amount equal to such selling Lender’s ratable share (according
to the proportion of (a) the amount of such selling Lender’s required
repayment to the purchasing Lender in respect of such recovery, to (b) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section may, to the fullest extent
permitted by law, exercise all its rights of payment (including pursuant to Section 4.9)
with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section to share in the benefits of any recovery on such
secured claim.


SECTION 4.9  Setoff. Each
Lender shall, upon the occurrence of any Event of Default described in clauses
(b) through (d) of Section 8.1.9 with respect
to any Obligor (other than a Subsidiary that is not a Material Subsidiary) or, with the consent of the Required
Lenders, upon the occurrence of any other Event of Default, to the fullest
extent permitted by law, have the right to appropriate and apply to the payment
of the Obligations then due to it, and (as security for such Obligations) the
Borrower hereby grants to each Lender a continuing security interest in, any
and all balances, credits, deposits, accounts or moneys of the Borrower then or
thereafter maintained with or otherwise held by such Lender; provided, however,
that any such appropriation and application shall be subject to the provisions
of Section 4.8. Each Lender agrees promptly to notify the Borrower
and the Administrative Agent after any such setoff and application made by such
Lender; provided, however, that the failure to give such notice
shall



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not affect the validity
of such setoff and application. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff
under applicable law or otherwise) which such Lender may have.


SECTION 4.10  Mitigation. Each Lender agrees that if
it makes any demand for payment under Sections 4.3, 4.4, 4.5,
or 4.6, or if any adoption or change of the type described in Section 4.1
shall occur with respect to it, it will use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be
disadvantageous to it, as determined in its sole discretion) to designate a
different lending office if the making of such a designation would reduce or
obviate the need for the Borrower to make payments under Section 4.3,
4.4, 4.5, or 4.6, or would eliminate or reduce the effect
of any adoption or change described in Section 4.1.


SECTION 4.11  Replacement of Lenders. Each Lender
hereby severally agrees as set forth in this Section. If any Lender (a “Subject
Lender”) (a) makes demand upon the Borrower for (or if the Borrower is
otherwise required to pay)
amounts pursuant to Section 4.3, 4.5 or 4.6, (b) gives
notice pursuant to Section 4.1 requiring a conversion of such
Subject Lender’s LIBO Rate Loans to Base Rate Loans or any other change in the
basis upon which interest is to accrue in respect of such Subject Lender’s LIBO
Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert
Loans into, LIBO Rate Loans, (c) becomes a Non-Consenting Lender or (d) becomes
a Non-Funding Lender, the Borrower may, within 180 days of receipt by the
Borrower of such demand or notice (or the occurrence of such other event
causing the Borrower to be required to pay such compensation) or within 180
days of such Lender becoming a Non-Consenting Lender or a Non-Funding Lender,
as the case may be, give notice (a “Replacement Notice”) in writing to
the Agents and such Subject Lender of its intention to replace such Subject
Lender with a financial institution (a “Replacement Lender”) designated
in such Replacement Notice. If the Agents shall, in the exercise of their
reasonable discretion and within 30 days of their receipt of such
Replacement Notice, notify the Borrower and such Subject Lender in writing that
the designated financial institution is satisfactory to the Agents (such
consent not being required where the Replacement Lender is already a Lender),
then such Subject Lender shall, subject to the payment of any amounts due
pursuant to Section 4.4, assign, in accordance with Section 10.11.1,
all of its Commitments, Loans and other rights and obligations under this
Agreement and all other Loan Documents (including Reimbursement Obligations) to
such designated financial institution; provided, however, that (i) such
assignment shall be without recourse, representation or warranty and shall be
on terms and conditions reasonably satisfactory to such Subject Lender and such
designated financial institution and (ii) the purchase price paid by such
designated financial institution shall be in the amount of such Subject Lender’s
Loans and its Percentage in respect of the Revolving Loan Commitments of all
outstanding Disbursements as to which such Lender shall have made payments
pursuant to Section 2.6.1, together with all accrued and unpaid
interest and fees in respect thereof, plus all other amounts (including the
amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6),
owing to such Subject Lender hereunder. Upon the effective date of an
assignment described above, the designated financial institution or Replacement
Lender shall become a “Lender” for all purposes under this Agreement and the
other Loan Documents.


 



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ARTICLE V



CONDITIONS TO EFFECTIVENESS AND TO

FUTURE CREDIT EXTENSIONS


SECTION 5.1  Effectiveness. The amendment and
restatement of the Existing Credit Agreement shall be subject to the prior or
concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1.


SECTION 5.1.1  Resolutions, etc. The Agents shall
have received from the Borrower a certificate, dated the Amendment Effective
Date, of its Secretary or Assistant Secretary as to (a) resolutions of its
Board of Directors then in full
force and effect authorizing the execution, delivery and performance of each
Loan Document to be executed by it, and (b) the incumbency and signatures
of those of its officers authorized to act with respect to each Loan Document
executed by it, upon which certificate each Agent and each Lender may
conclusively rely until it shall have received a further certificate of the
Secretary or Assistant Secretary of such Obligor canceling or amending such
prior certificate.


SECTION 5.1.2  Delivery of Notes. The Agents shall
have received a Note in respect of each applicable Tranche, for each Lender
that has requested a Note of such Tranche, duly executed and delivered by the
Borrower.


SECTION 5.1.3  Opinions of Counsel. The Agents shall
have received an opinion, dated the Amendment Effective Date and addressed to
the Agents and all Lenders, from (i) Davis Polk & Wardwell,
special New York counsel to
each of the Obligors, and (ii) Heller Ehrman White & McAuliffe
LLP, special California counsel to certain of the Obligors, each in form and
substance satisfactory to the Agents.


SECTION 5.1.4  Fees, Costs, Expenses, Interest etc. The
Lenders, the Agents (including the Syndication Agent) and the Lead Arrangers
shall have received, each for its own respective account, or, in the case of
the Administrative
Agent, for the account of each Lender, as the case may be, all fees, costs and
expenses due and payable pursuant to Sections 3.3 and 10.3,
if then invoiced. All unpaid interest, fees and other amounts payable under the
Existing Credit Agreement accrued through the Amendment Effective Date shall
have been paid to the parties thereunder, as applicable, including amounts
payable to Lenders pursuant to Section 2.4. To the extent any such
amounts are due, all such amounts will be reflected in the funding instructions
given by the Borrower to the Administrative Agent on or before the Amendment
Effective Date.


SECTION 5.1.5  Affirmation and Consent. The Agents
shall have received executed counterparts of the Affirmation and Consent, duly
executed and delivered by an Authorized Officer of each of the Obligors (other
than the Borrower).


SECTION 5.1.6  Satisfactory Legal Form. All documents
executed or submitted pursuant hereto by or on behalf of any Obligor, shall be
reasonably satisfactory in form and substance to the Agents and their counsel;
the Agents and their
counsel shall have received all information, approvals, opinions, documents or
instruments that the Agents or their counsel shall have reasonably requested.



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SECTION 5.2  All Credit Extensions. The obligation
of each Lender and, if applicable, the Issuer, to make any Credit Extension
(including its initial Credit Extension) shall be subject to the satisfaction
of each of the conditions precedent
set forth in this Section 5.2.


SECTION 5.2.1  Compliance with Warranties, No Default,
etc. Both before and after giving effect to any Credit Extension the
following statements shall be true and correct:


(a)           the representations and warranties
set forth in Article VI and in each other Loan Document shall, in
each case, be true and correct in all material respects with the same effect as
if then made (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date);


(b)           in the case of the making of any
Revolving Loan or Swine Line Loan, or the issuance of any Letter of Credit, the
sum of (i) the aggregate outstanding principal amount of all Revolving
Loans and Swing Line Loans, plus (ii) the aggregate amount of all Letter
of Credit Outstandings, does not exceed the then existing Revolving Loan
Commitment Amount; and


(c)           no Default shall have then occurred
and be continuing.


SECTION 5.2.2  Credit Extension Request. The Administrative
Agent shall have received a Borrowing Request if Loans are being
requested, or an Issuance Request if the issuance or extension of a Letter of
Credit is being requested.
Each of the delivery of a Borrowing Request or Issuance Request and the acceptance
by the Borrower of proceeds of any Credit Extension shall constitute a
representation and warranty by the Borrower that on the date of such Credit
Extension (both immediately before and after giving effect thereto and the
application of the proceeds thereof) the statements made in Section 5.2.1
are true and correct.


ARTICLE VI



REPRESENTATIONS AND WARRANTIES


In order to induce the Lenders, the Issuers and the
Agents to enter into this Agreement, continue Existing Loans as Loans hereunder
and to make Credit Extensions hereunder, the Borrower represents and warrants
unto the Agents, the Issuers and each Lender as set forth in this Article VI.


SECTION 6.1  Organization, etc. The Borrower and
each of its Restricted Subsidiaries (a) is validly organized and existing
and in good standing to the extent required under the laws of the jurisdiction
of its incorporation, except to
the extent that the failure to be in good standing would not reasonably be
expected to have a Material Adverse Effect, (b) is duly qualified to do
business and is in good standing to the extent required under the laws of each
jurisdiction where the nature of its business requires such qualification,
except to the extent that the failure to qualify would not reasonably be
expected to result in a Material Adverse Effect, and (c) has full power
and authority and holds all requisite governmental licenses, permits and other
approvals to (i) enter into and perform its Obligations under the Loan
Documents to which it is a party and (ii) own and hold under lease its
property and to conduct its business 



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substantially as currently conducted by it except, in
the case of this clause (c)(ii), where the failure to do so could
not reasonably be expected to result in a Material Adverse Effect.


SECTION 6.2  Due Authorization, Non-Contravention, etc.
The execution, delivery and performance by each Obligor of each Loan Document
executed or to be executed by it are within the Borrower’s and each such
Obligor’s corporate,
limited liability company, partnership or other similar powers, have been duly
authorized by all necessary corporate, limited liability company, partnership
or other similar action, and do not (a) contravene
such Obligor’s Charter Documents, (b) contravene
any contractual restriction (other than any such contractual restriction that
shall have been waived on or prior to the Amendment Effective Date), law or
governmental regulation or court decree or order binding on or affecting such
Obligor, where such contravention, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, or (c) result in, or require the creation or imposition
of, any Lien on such Obligor’s properties, except pursuant to the terms of a
Loan Document.


SECTION 6.3  Government Approval, Regulation, etc. No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or other Person, is required for
the due execution,
delivery or performance by any Obligor of any Loan Document to which it is a
party, except as have been duly obtained or made and are in full force and
effect or those which the failure to obtain or make could not reasonably be
expected to have a Material Adverse Effect. No Obligor is an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


SECTION 6.4  Validity, etc. This Agreement
constitutes, and each other Loan Document executed by the Borrower will, on the
due execution and delivery thereof, constitute, a legal, valid and binding
obligation of the Borrower
enforceable in accordance with their respective terms; and each Loan Document
executed pursuant hereto by each other Obligor will, on the due execution and
delivery thereof by such Obligor, constitute a legal, valid and binding
obligation of such Obligor enforceable in accordance with its terms, in each
case with respect to this Section 6.4 subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.


SECTION 6.5  Financial Information. The Base
Financial Statements have been prepared in accordance with GAAP consistently
applied. The Base Financial Statements present fairly the consolidated
financial condition of the corporations
covered thereby as at the date thereof and the results of their operations for
the periods then ended.


SECTION 6.6  No Material Adverse Change. Since December 31,
2005, there has occurred no event, circumstance or condition that constitutes a
Material Adverse Effect.


SECTION 6.7  Litigation, etc. There
is no pending or, to the knowledge of the Borrower, threatened
litigation, action, proceeding, arbitration or governmental investigation
affecting any Obligor, or any of their respective properties, businesses, assets or
revenues, which could reasonably be expected to result in a Material Adverse
Effect except as disclosed in Item 6.7 (“Litigation”) of the
Disclosure Schedule. No development has occurred in any 



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litigation, action or governmental investigation or
other proceeding disclosed in Item 6.7 (“Litigation”) of the
Disclosure Schedule which could reasonably be expected to have a Material
Adverse Effect.


SECTION 6.8  Subsidiaries. The Borrower has only
those Subsidiaries (a) which are identified in Item 6.8 (“Existing
Subsidiaries”) of the Disclosure Schedule, or (b) which are permitted
to have been acquired in accordance with
Section 7.2.5 or 7.2.8.


SECTION 6.9  Ownership of Properties. Except to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect, the Borrower and each of its Restricted
Subsidiaries owns good title to, or leasehold interests in,
all of its properties and assets, real and personal, tangible and intangible,
of any nature whatsoever (including patents, trademarks, trade names, service
marks and copyrights), free and clear of all Liens or material claims
(including material infringement claims with respect to patents, trademarks,
copyrights and the like), except as permitted pursuant to Section 7.2.3.


SECTION 6.10  Taxes. Each
of Holdco, the Borrower and each of their respective Subsidiaries has filed all
Federal, State and other material tax returns required by law to have been
filed by it and has paid all material taxes and governmental charges thereby shown to be
owing, except any such taxes or charges which are being contested in good faith
by appropriate proceedings and for which adequate reserves in accordance with
GAAP shall have been set aside on its books.


SECTION 6.11  Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement, no steps have been taken to terminate any Pension Plan, and
no contribution failure
has occurred with respect to any Pension Plan sufficient to give rise to a Lien
under section 302(f) of ERISA, which, in either case, is reasonably
expected to lead to a liability to such Pension Plan in excess of $5,000,000. No
condition exists or event or transaction has occurred with respect to any
Pension Plan which could reasonably be expected to result in the incurrence by
the Borrower or any member of the Controlled Group of any material liability,
fine or penalty other than such condition, event or transaction which would not
reasonably be expected to have a Material Adverse Effect. Except as disclosed
in Item 6.11 (“Employee Benefit Plans”) of the Disclosure
Schedule or otherwise approved by the Agents (such approval not to be
unreasonably withheld or delayed), since the date of the most recent financial
statement delivered pursuant to the terms of this Agreement the Borrower has
not increased any contingent liability with respect to any post-retirement
benefit under a Welfare Plan, other than liability for continuation coverage
described in Part 6 of Subtitle B of Title I of ERISA, except as
would not have a Material Adverse Effect.


SECTION 6.12  Environmental Matters. Except as set
forth in Item 6.12 (“Environmental Matters”) of the Disclosure
Schedule or as, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse
Effect:


(a)           all facilities and property owned or
leased by the Borrower or any of its Subsidiaries are, and continue to be,
owned or leased by the Borrower and its Subsidiaries in compliance with all
Environmental Laws;



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(b)           there are no pending or threatened (i) written claims, complaints, notices or requests
for information received by the Borrower or any of its Subsidiaries with
respect to any alleged violation of any Environmental Law, or (ii) written complaints, notices or inquiries to the
Borrower or any of its Subsidiaries regarding potential liability under any
Environmental Law;


(c)           the Borrower and its Subsidiaries
have been issued and are in compliance with all permits, certificates,
approvals, licenses and other authorizations relating to environmental matters
and necessary or desirable for their businesses;


(d)           no property now or, to the best
knowledge of the Borrower, previously owned or leased by the Borrower or any of
its Subsidiaries is listed or, to the knowledge of the Borrower, proposed for
listing (with respect to owned property only) on the National Priorities List
pursuant to CERCLA, on the CERCLIS or on any similar state list of sites
requiring investigation or clean-up;


(e)           to the knowledge of the Borrower, the
Borrower and its Subsidiaries have not directly transported or directly
arranged for the transportation of any Hazardous Material to any location (i) which
is listed or, to the knowledge of the Borrower, proposed for listing on the
National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar
state list, or (ii) which is the subject of federal, state or local
enforcement actions or other investigations in respect of any Environmental
Law;


(f)            to the knowledge of the Borrower,
there are no underground storage tanks, active or abandoned, including
petroleum storage tanks, on or under any property now or previously owned or
leased by the Borrower or any of its Subsidiaries;


(g)           to the knowledge of the Borrower,
there are no polychlorinated biphenyls or friable asbestos present in a manner
or condition requiring remedial action to comply with any Environmental Law;
and


(h)           to the best knowledge of the
Borrower, no conditions exist at, on or under any property now or previously
owned or leased by the Borrower or any of its Subsidiaries which, with the
passage of time, or the giving of notice or both, would give rise to liability
to the Borrower or any of its Subsidiaries under any Environmental Law.


SECTION 6.13  Regulations U and X. Neither the
Borrower nor Holdco is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock, and no proceeds of any Credit
Extension will be used in
violation of F.R.S. Board Regulation U or X. Terms for which meanings are
provided in F.R.S. Board Regulation U or X or any regulations substituted
therefor, as from time to time in effect, are used in this Section with
such meanings.


SECTION 6.14  Accuracy of Information. All material
factual information concerning the financial condition, operations or prospects
of the Borrower, Holdco and their respective Subsidiaries heretofore or
contemporaneously furnished
by or on behalf of the Borrower in writing to any Lender Party for purposes of
or in connection with this Agreement or any transaction contemplated hereby is,
and all other such factual information hereafter furnished 



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by or on behalf of the Borrower, Holdco or any of
their respective Subsidiaries to such Lender Party will be, taken as a whole,
true and accurate in every material respect on the date as of which such
information is dated or certified and such information is not, or shall not be,
as the case may be, taken as a whole, incomplete by omitting to state any fact
necessary to make such information not materially misleading.


Any term or provision of this Section to the
contrary notwithstanding, insofar as any of the factual information described
above includes assumptions, estimates, projections or opinions, no
representation or warranty is made herein with respect thereto; provided,
however, that to the extent any such assumptions, estimates, projections
or opinions are based on factual matters, the Borrower has reviewed such
factual matters and nothing has come to its attention in the context of such
review which would lead it to believe that such factual matters were not or are
not true and correct in all material respects or that such factual matters omit
to state any material fact necessary to make such assumptions, estimates,
projections or opinions not misleading in any material respect.


SECTION 6.15  Solvency. On the Amendment Effective
Date after giving effect to this Agreement, the Borrower is Solvent.


ARTICLE VII



COVENANTS


SECTION 7.1  Affirmative Covenants. The Borrower
agrees with the Agents, the Issuers and each Lender that, until the Termination
Date has occurred, the Borrower will perform the obligations set forth below.


SECTION 7.1.1  Financial Information, Reports, Notices,
etc. The Borrower will furnish, or will cause to be furnished, to each
Lender and each Agent copies of the following financial statements, reports, notices
and information:


(a)           as soon as available and in any event
within 60 days after the end of each of the first three Fiscal Quarters of
each Fiscal Year of the Borrower (or, if the Borrower is required to file such
information on a Form 10-Q with the SEC, promptly following such
filing), a consolidated balance sheet of the Borrower and its Subsidiaries as
of the end of such Fiscal Quarter, together with the related consolidated
statement of operations for such Fiscal Quarter and the related consolidated
statements of operations and cash flows for the period commencing at the end of
the previous Fiscal Year and ending with the end of such Fiscal Quarter (it
being understood that the foregoing requirement may be satisfied by delivery of
the Borrower’s report to the SEC on Form 10-Q, if any), certified by
an Authorized Officer that is the president, chief executive officer,
treasurer, assistant treasurer, controller or chief financial or accounting
officer of the Borrower;


(b)           as soon as available and in any event
within 105 days after the end of each Fiscal Year of the Borrower (or, if
the Borrower is required to file such information on a Form 10-K
with the SEC, promptly following such filing), a copy of the annual audit
report for such Fiscal Year for the Borrower and its Subsidiaries, including
therein a 



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consolidated balance sheet for the Borrower and its
Subsidiaries as of the end of such Fiscal Year, together with the related
consolidated statements of operations and cash flows for such Fiscal Year (it
being understood that the foregoing requirement may be satisfied by delivery of
the Borrower’s report to the SEC on Form 10-K, if any), in each case
certified (without any Impermissible Qualification) by PriceWaterhouseCoopers
LLP or another firm of independent public accountants of recognized national
standing, together with a certificate from such accountants as to whether, in
making the examination necessary for the signing of their report on such annual
report by such accountants, they have become aware of any Default in respect of
any term, covenant, condition or other provision of this Agreement that relates
to accounting matters that has occurred and is continuing and, if in the
opinion of such accounting firm such a Default has occurred and is continuing,
a statement as to the nature thereof;


(c)           [Intentionally Omitted];


(d)           promptly and in any event within five
Business Days after any executive or financial officer of the Borrower obtains
knowledge of the occurrence of any Default, if such Default is then continuing,
a statement of an Authorized Officer that is the president, chief executive
officer, treasurer, assistant treasurer, controller or chief financial or
accounting officer of the Borrower setting forth details of such Default and
the action which the Borrower has taken or proposes to take with respect
thereto;


(e)           promptly and in any event within five
Business Days after (i) the occurrence of any development with respect to
any litigation, action, proceeding or labor controversy described in Section 6.7
which could reasonably be expected to have a Material Adverse Effect or (ii) the
commencement of any labor controversy, litigation, action or proceeding of the
type described in Section 6.7, notice thereof and of the action
which the Borrower has taken or proposes to take with respect thereto;


(f)            promptly after the sending or filing
thereof, copies of all reports and registration statements (other than exhibits
thereto and any registration statement on Form S-8 or its
equivalent) which the Borrower or any of its Subsidiaries files with the SEC or
any national securities exchange;


(g)           as soon as practicable after the
controller, chief financial or accounting officer or the chief executive
officer of the Borrower or a member of the Borrower’s Controlled Group becomes
aware of (i) formal steps in writing to terminate any Pension Plan or (ii) the
occurrence of any event with respect to a Pension Plan which, in the case of clause (i) or
(ii), could reasonably be expected to result in a contribution to such
Pension Plan by (or a liability to) the Borrower or a member of the Borrower’s
Controlled Group in excess of $5,000,000, (iii) the failure to make a
required contribution to any Pension Plan if such failure is sufficient to give
rise to a Lien under section 302(f) of ERISA in an amount in excess
of $5,000,000, (iv) the taking of any action with respect to a Pension
Plan which could reasonably be expected to result in the requirement that the
Borrower furnish a bond to the PBGC or such Pension Plan in an amount in excess
of $5,000,000 or (v) any material increase in the contingent liability of
the Borrower with respect to any post-retirement Welfare Plan benefit as a
result of a change in the level or 



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scope of benefits thereunder, notice thereof and copies
of all documentation relating thereto;


(h)           concurrently with the delivery of the
financial information required pursuant to clauses (a) and (b) above,
the Borrower will notify the Administrative Agent of any changes in GAAP that
resulted in a different calculation in the financial statements than would have
resulted had GAAP not changed; and


(i)            such other information respecting
the condition or operations, financial or otherwise, of the Borrower or any of
its Subsidiaries as any Lender through the Administrative Agent may from time
to time reasonably request.


SECTION 7.1.2  Compliance with Laws, etc. The
Borrower will, and will cause each of its Subsidiaries to, comply in all
material respects with all applicable laws, rules, regulations and orders, such
compliance to include (a) except
as otherwise permitted under Section 7.2.8, the maintenance and
preservation of its existence and qualification as a foreign business entity,
except where the failure to so qualify could not reasonably be expected to have
a Material Adverse Effect, and (b) the payment, before the same become
delinquent, of all material taxes, assessments and governmental charges imposed
upon it or such Subsidiary or upon its property except to the extent being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its or such
Subsidiary’s books.


SECTION 7.1.3  Maintenance of Properties. Except to
the extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect, the Borrower will, and will cause each of its
Restricted Subsidiaries to,
maintain, preserve, protect and keep its properties in good repair, working
order and condition (ordinary wear and tear excepted), and make necessary and
proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times unless the Borrower
determines in good faith that the continued maintenance of any of its
properties is no longer economically desirable.


SECTION 7.1.4  Insurance. The Borrower will, and will
cause each of its Restricted Subsidiaries to, maintain or cause to be
maintained with responsible insurance companies insurance with respect to its
properties and business against such
casualties and contingencies and of such types and in such amounts as is
customary in the case of similar businesses and with such provisions and
endorsements as the Agents may reasonably request and will, upon request of the
Agents, furnish to the Agents and each Lender a certificate of an Authorized
Officer of the Borrower setting forth the nature and extent of all insurance
maintained by the Borrower and its Restricted Subsidiaries in accordance with
this Section.


SECTION 7.1.5  Books and Records. The Borrower will,
and will cause each of its Restricted Subsidiaries to, keep books and records
which accurately reflect in all material respects all of its business affairs
and transactions and permit
the Agents, the Issuers and each Lender or any of their respective
representatives, at reasonable times and intervals, and upon reasonable notice,
but, unless an Event of Default shall have occurred and be continuing, not more
frequently than once in each Fiscal Year, to visit its business offices, to
discuss its financial matters with its officers and, after notice to the
Borrower and provision of an opportunity for the 



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Borrower to participate in such discussion, its
independent public accountants (and the Borrower hereby authorizes such independent
public accountants to discuss the Borrower’s financial matters with each Issuer
and each Lender or its representatives, whether or not any representative of
the Borrower is present so long as the Borrower has been afforded a reasonable
opportunity to be present) and to examine, and to photocopy extracts from, any
of its books or other financial records. The cost and expense of each such
visit shall be borne by the applicable Agent or Lender, except that the
Administrative Agent may make one such visit each Fiscal Year and the cost and
expense thereof shall be borne by the Borrower.


SECTION 7.1.6  Environmental Covenant. The Borrower
will, and will cause each of its Subsidiaries to,


(a)           use and operate all of its facilities
and properties in compliance with all Environmental Laws, keep all necessary
permits, approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in compliance therewith, and handle
all Hazardous Materials in compliance with all applicable Environmental Laws,
in each case except where the failure to comply with the terms of this clause
could not reasonably be expected to have a Material Adverse Effect;


(b)           promptly notify the Agents and
provide copies of all written claims, complaints, notices or inquiries relating
to the condition of its facilities and properties which relate to environmental
matters or compliance with Environmental Laws which would have, or would
reasonably be expected to have, a Material Adverse Effect, and promptly cure
and have dismissed with prejudice any material actions and proceedings relating
to compliance with Environmental Laws, except to the extent being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP have been set aside on its books; and


(c)           provide such information and
certifications which the Agents may reasonably request from time to time to
evidence compliance with this Section 7.1.6.


SECTION 7.1.7  Future Subsidiaries. (a)  Upon any Person becoming, after the Amendment
Effective Date, a U.S. Subsidiary that is a Restricted Subsidiary, or upon the
Borrower or any such Subsidiary acquiring additional Capital Stock of any existing
Subsidiary that is a Restricted Subsidiary and a U.S. Subsidiary, the Borrower
shall notify the Agents of such acquisition, and


(i)            the Borrower shall promptly cause
such U.S. Subsidiary to execute and deliver to the Administrative Agent, with
counterparts for each Lender, a supplement to the Subsidiary Guaranty and a
supplement to the Subsidiary Pledge and Security Agreement (and, if such U.S.
Subsidiary owns any real property, to the extent required by clause (b) of
Section 7.1.8, a Mortgage), together with UCC financing statements
(form UCC-1) executed and delivered by such U.S. Subsidiary naming such
U.S. Subsidiary as the debtor and the Administrative Agent as the secured
party, or other similar instruments or documents, in appropriate form for
filing under the UCC and any other applicable recording statutes, in the case
of real property, of all jurisdictions as may be necessary or, in the
reasonable opinion of the Administrative Agent, desirable to perfect the
security 



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interest of the Administrative Agent pursuant to the
Subsidiary Pledge and Security Agreement or a Mortgage, as the case may be
(other than the perfection of security interests in motor vehicles); and


(ii)           the Borrower shall promptly deliver,
or cause to be delivered, to the Administrative Agent under a Pledge Agreement
(as supplemented, if necessary, by a supplement thereto) certificates (if any)
representing all of the issued and outstanding Capital Stock of such Subsidiary
owned by the Borrower or any U.S. Subsidiary that is a Restricted Subsidiary,
as the case may be, along with undated instruments of transfer for such
certificates, executed in blank, or, if any Capital Stock of a U.S. Subsidiary
subject thereto is comprised of uncertificated securities or is held through a
securities intermediary, the Administrative Agent shall have obtained “control”
(as defined in the UCC applicable to the perfection of such securities) over
such Capital Stock, or other appropriate steps shall have been taken under
applicable law resulting in the perfection of the security interest granted in
favor of the Administrative Agent pursuant to the terms of a Pledge Agreement,


together, in each case, with such opinions, in form
and substance and from counsel satisfactory to the Agents, as the Agents may
reasonably require; provided, however, that notwithstanding the
foregoing, no Foreign Subsidiary shall be required to execute and deliver a
Mortgage or a supplement to the Subsidiary Guaranty or the Subsidiary Pledge
and Security Agreement, nor will the Borrower or any U.S. Subsidiary of the
Borrower be required to deliver in pledge pursuant to a Pledge Agreement in
excess of 65% of the Capital Stock of a Foreign Subsidiary.


(b)           The parties hereto hereby acknowledge
that no JV Subsidiary shall have an obligation to become a Subsidiary Guarantor
or an Obligor or to enter into the Subsidiary Guaranty or the Subsidiary Pledge
and Security Agreement or any supplement to either of them.


SECTION 7.1.8  Future Acquisitions of Leased, Real or
Other Property.


(a)           Prior to entering into any new lease
of real property or renewing any existing lease of real property following the
Amendment Effective Date, the Borrower shall, and shall cause each of its U.S.
Subsidiaries that is a Restricted Subsidiary (other than a JV Subsidiary) to,
use its best efforts (which shall not require the expenditure of cash or the
making of any material concessions under the relevant lease) to deliver to the
Administrative Agent a waiver executed by the lessor of any real property that
is to be leased by the Borrower or such U.S. Subsidiary for a term in excess of
one year in any state which by statute grants such lessor a “landlord’s” (or
similar) Lien which is superior to the Administrative Agent’s, to the extent
the value of any personal property of the Borrower or its U.S. Subsidiaries
that are Restricted Subsidiaries to be held at such leased property exceeds (or
it is anticipated that the value of such personal property will, at any point
in time during the term of such leasehold term, exceed) $7,000,000.


(b)           In the event that the Borrower or any
of its U.S. Subsidiaries that are Restricted Subsidiaries (other than a JV
Subsidiary) shall acquire any real property having a market value in excess of
$7,000,000, the Borrower or the applicable U.S. Subsidiary shall, promptly
after such acquisition, execute a Mortgage in favor of the Administrative
Agent, as mortgagee for the ratable benefit of the Secured Parties, and provide
the Administrative Agent with (i) evidence of 



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the completion (or satisfactory arrangements for the
completion) of all recordings and filings of such Mortgage as may be necessary
or, in the reasonable opinion of the Administrative Agent, desirable
effectively to create a valid, perfected, first priority Lien, subject to Liens
permitted by Section 7.2.3, against the
properties purported to be covered thereby, (ii) mortgagee’s title
insurance policies in favor of the Administrative Agent, as mortgagee for the
ratable benefit of the Secured Parties, in amounts and in form and substance
and issued by insurers, in each case reasonably satisfactory to the Agents,
with respect to the property purported to be covered by such Mortgage, insuring
that title to such property is indefeasible and that the interests created by
the Mortgage constitute valid first Liens thereon free and clear of all defects
and encumbrances other than as permitted by Section 7.2.3
or as approved by the Agents, and such policies shall also include, to the
extent available on commercially reasonable terms (as determined by the Agents
in their sole discretion), a revolving credit endorsement and such other
endorsements as the Agents shall reasonably request and shall be accompanied by
evidence of the payment in full of all premiums thereon, and (iii) such
other approvals, opinions, or documents as the Agents may reasonably request.


(c)           In accordance with the terms and
provisions of the Pledge Agreements, the Borrower and each U.S. Subsidiary that
is a Restricted Subsidiary (other than a JV Subsidiary) shall provide the
Agents with evidence of all recordings and filings as may be necessary or, in
the reasonable opinion of the Administrative Agent, desirable to create a
valid, perfected first priority Lien, subject to the Liens permitted by Section 7.2.3,
against all property acquired after the Amendment Effective Date (excluding
motor vehicles, leases of real property and (except to the extent required
under clause (b) of this Section 7.1.8) fee
interests in real property) and not otherwise subject to Section 7.1.11.


SECTION 7.1.9  Use of Proceeds, etc. The Borrower
shall


(a)           apply the proceeds of the Loans for
working capital and general corporate purposes of the Borrower and its
Subsidiaries; and


(b)           use Letters of Credit only for
purposes of supporting working capital and general corporate purposes of the
Borrower and its Subsidiaries.


SECTION 7.1.10  [Intentionally Omitted].


SECTION 7.1.11  Intellectual Property. The Borrower
will deliver to the Administrative Agent no later than 60 days after the
Amendment Effective Date instruments or documents, in appropriate form for filing
with the United States
Patent and Trademark Office and the United States Copyright Office, sufficient
to create and perfect a security interest in all material intellectual property
owned as of the Amendment Effective Date by the Borrower and the U.S. Subsidiaries
that are Restricted Subsidiaries (other than JV Subsidiaries) as identified in Item 7.1.11
(“Intellectual Property”) of the Disclosure Schedule.


SECTION 7.1.12  [Intentionally Omitted].


SECTION 7.1.13  Material Subsidiaries. The Borrower
shall designate one or more Restricted Subsidiaries of the Borrower as Material
Subsidiaries if, in the absence of such designation, the aggregate gross
revenues, assets or
EBITDA of all Restricted Subsidiaries of the



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Borrower that are not Material Subsidiaries would
exceed 10% of the gross revenues, assets or EBITDA of the Borrower and its
Restricted Subsidiaries, on a consolidated basis.


SECTION 7.2  Negative Covenants. The Borrower
agrees with the Agents and each Lender that, until the Termination Date has
occurred, the Borrower will perform the obligations set forth in this Section 7.2.


SECTION 7.2.1  Business Activities. The Borrower will
not, and will not permit any Restricted Subsidiary to, engage in any business activity,
except the business activities of the type in which the Borrower and the
Restricted Subsidiaries are
engaged on the date hereof and any businesses reasonably ancillary, incidental
or related thereto.


SECTION 7.2.2  Indebtedness. The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, create, incur,
assume or suffer to exist or otherwise become or be liable in respect of any
Indebtedness, except, without
duplication:


(a)           Indebtedness outstanding on the
Amendment Effective Date, or incurred pursuant to commitments or lines of
credit outstanding on the Amendment Effective Date, which Indebtedness or
commitments are identified in Item 7.2.2(a) (“Ongoing
Indebtedness”) of the Disclosure Schedule, and refinancings and replacements
thereof in a principal amount not exceeding the principal amount of the
Indebtedness or commitments so refinanced or replaced and with an average life
to maturity of not less than the then average life to maturity of the
Indebtedness or commitments so refinanced or replaced;


(b)           Indebtedness in respect of the
Obligations;


(c)           Indebtedness incurred by the Borrower
or any of its Restricted Subsidiaries that is represented by Capitalized Lease
Liabilities, mortgage financings or purchase money obligations; provided,
however, that the maximum aggregate amount of all Indebtedness permitted
to be incurred under this clause from and after the Amendment Effective Date
and Permitted Refinancing Indebtedness in respect thereof, together with the
aggregate principal amount of Indebtedness incurred from and after the
Amendment Effective Date pursuant to clause (e) of this Section 7.2.2
and Permitted Refinancing Indebtedness in respect thereof, shall not at any
time exceed $30,000,000;


(d)           intercompany Indebtedness of (i) (x) any
Subsidiary Guarantor owing to the Borrower or any Restricted Subsidiary, or (y) the
Borrower owing to any Restricted Subsidiary, and (ii) any Foreign
Subsidiary that is a Restricted Subsidiary (other than any Consolidated JV)
owing to the Borrower or any Subsidiary Guarantor; provided, however,
that the aggregate principal amount of Indebtedness incurred pursuant to this clause (d)(ii) (other
than any such Indebtedness constituting Exempted Foreign Intercompany
Transactions), together with the aggregate principal amount of Indebtedness
incurred pursuant to clause (g) of this Section 7.2.2
and the aggregate amount of Investments made in Foreign Subsidiaries pursuant
to clause (j)(iii) of Section 7.2.5 (other than
any such Investments constituting Exempted Foreign Intercompany Transactions),
shall not exceed $50,000,000 at any time outstanding;



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provided further that in the case of
any Indebtedness described in this clause which is owing to the Borrower or any
Subsidiary Guarantor, (1) to the extent requested by the Agents, such
Indebtedness shall be evidenced by one or more promissory notes in form and
substance satisfactory to the Agents which shall be duly executed and delivered
to (and indorsed to the order of) the Administrative Agent in pledge pursuant
to a Pledge Agreement, and (2) in the case of any such Indebtedness by a
Person other than the Borrower or a Subsidiary Guarantor, such Indebtedness
shall not be forgiven or otherwise discharged for any consideration other than
payment (Dollar for Dollar or, if denominated in any currency other than
Dollars, such currency) in cash unless the Administrative Agent otherwise
consents;


(e)           Assumed Indebtedness of the Borrower
and its Restricted Subsidiaries in an aggregate principal amount incurred from
and after the Amendment Effective Date and Permitted Refinancing Indebtedness
in respect thereof, together with the aggregate principal amount of
Indebtedness incurred from and after the Amendment Effective Date pursuant to clause
(c) of this Section 7.2.2 and Permitted Refinancing
Indebtedness in respect thereof, not to exceed $30,000,000 at any time
outstanding;


(f)            Hedging Obligations entered into by
the Borrower or any Restricted Subsidiary to hedge against interest rate,
currency exchange rate or commodity price risk, in each case arising in the
ordinary course of business of the Borrower and the Restricted Subsidiaries and
not for speculative purposes;


(g)           Indebtedness of Foreign Subsidiaries
of the Borrower in an aggregate principal amount incurred from and after the
Amendment Effective Date not to exceed $15,000,000 at any time outstanding; provided,
however, that the aggregate principal amount of Indebtedness incurred
pursuant to this clause from and after the Amendment Effective Date and
Permitted Refinancing Indebtedness in respect thereof, together with the
aggregate principal amount of Indebtedness incurred pursuant to clause (d)(ii) of
this Section 7.2.2 (other than any such Indebtedness constituting
Exempted Foreign Intercompany Transactions) from and after the Amendment
Effective Date and Permitted Refinancing Indebtedness in respect thereof, and
the aggregate amount of Investments made in Foreign Subsidiaries pursuant to clause (j)(iii) of
Section 7.2.5 (other than any such Investments constituting
Exempted Foreign Intercompany Transactions) from and after the Amendment
Effective Date, shall not exceed $50,000,000 at any time outstanding;


(h)           Indebtedness of any Foreign
Subsidiary owing to any other Foreign Subsidiary;


(i)            other Indebtedness of the Borrower
and the Subsidiary Guarantors; provided, however, that (i) prior to the
issuance thereof, no Default shall have occurred and be continuing, (ii) after
giving pro  forma effect to such incurrence or issuance, (A) no
Default shall have occurred and be continuing and (B) the Leverage Ratio
shall not exceed 6.00:1.00, and (iii) the Borrower shall have delivered to
the Administrative Agent a certificate of an Authorized Officer certifying as
to the matters specified in clauses (i) 



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and (ii) above,
together with copies of all documentation entered into by the Borrower or any
Subsidiary Guarantor in connection with such issuance;


(j)            Permitted Refinancing Indebtedness;
and


(k)           other unsecured Indebtedness of the
Borrower and its Restricted Subsidiaries in an aggregate principal amount at
any time outstanding not to exceed, together with Permitted Refinancing
Indebtedness in respect thereof, $25,000,000;


provided, however, that (i) no
Indebtedness otherwise permitted by clause (c), (d) (as
such clause (d) relates to loans made by the Borrower or any
Subsidiary Guarantor to Restricted Subsidiaries which are not party to a
Subsidiary Guaranty), (f), (g) or (i) may be
incurred if, immediately before or after giving effect to the incurrence
thereof, any Default shall have occurred and be continuing, and (ii) all
such Indebtedness of the type described in clause (d)(i)(y) above
that is owed to Subsidiaries that are not Subsidiary Guarantors shall be
subordinated, in writing, to the Obligations upon terms satisfactory to the
Agents.


For purposes of determining compliance
with this Section 7.2.2, in the event that an item of Indebtedness
meets the criteria of more than one of the clauses of this Section 7.2.2,
the Borrower shall, in its sole discretion, classify such item of Indebtedness
in any manner that complies with this Section 7.2.2 and such item
of Indebtedness will be treated as having been incurred pursuant to only one of
such clauses. In addition, the Borrower may, at any time, change the
classification of an item of Indebtedness (or any portion thereof) to any other
clause; provided that the Borrower would be permitted to incur such item of
Indebtedness (or such portion thereof) pursuant to such other clause at such
time of reclassification. Accrual of interest, accretion or amortization of
original issue discount will not be deemed to be an incurrence of Indebtedness
for purposes of this Section 7.2.2.


SECTION 7.2.3  Liens. The
Borrower will not, and will not permit any Restricted Subsidiary to, create,
incur, assume or suffer to exist any Lien upon any of its property, revenues or
assets, whether now owned or hereafter acquired,
except:


(a)           Liens existing on the Amendment
Effective Date and identified in Item 7.2.3(a) (“Ongoing Liens”)
of the Disclosure Schedule and extensions and renewals thereof; provided,
however, that no such extension or renewal shall increase the
obligations secured by such Lien, extend such Lien to additional assets or
otherwise result in a Default hereunder;


(b)           Liens securing payment of the
Obligations or any obligation under any Rate Protection Agreement granted
pursuant to any Loan Document;


(c)           Liens granted to secure payment of
Indebtedness of the type permitted and described in clause (c) of
Section 7.2.2; provided, however, that such Liens
attach only to the assets acquired with the proceeds of such Indebtedness;


(d)           Liens for taxes, assessments or other
governmental charges or levies, including Liens pursuant to Section 107(l) of
CERCLA or other similar law, not at the time delinquent or thereafter payable
without penalty or being contested in good faith by 



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appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books;


(e)           Liens of carriers, warehousemen,
mechanics, repairmen, materialmen, bankers, contractors, laborers and landlords
or other like Liens incurred in the ordinary course of business for sums not
overdue for a period of more than 30 days or being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books;


(f)            Liens incurred in the ordinary
course of business in connection with workmen’s compensation, unemployment
insurance or other forms of governmental insurance or benefits, or to secure
performance of tenders, bids, statutory or regulatory obligations, insurance
obligations, leases and contracts (other than for borrowed money) entered into
in the ordinary course of business or to secure obligations on surety,
performance or appeal bonds or other obligations of a like nature;


(g)           judgment Liens in existence less than
30 days after the entry thereof or with respect to which execution has
been stayed or the payment of which is covered in full by a bond or a letter of
credit or (subject to a customary deductible) by insurance maintained with
responsible insurance companies and Liens in existence less than 30 days,
which Liens secure any such bond or reimbursement obligation with respect to
such letter of credit;


(h)           (i) Liens
with respect to minor imperfections of title and easements, rights-of-way,
restrictions, reservations, permits, servitudes and other similar encumbrances
on real property and fixtures which do not materially detract from the value or
materially impair the use by the Borrower or any such Restricted Subsidiary in
the ordinary course of their business of the property subject thereto; and (ii) in
the case of any property covered by a Mortgage, encumbrances disclosed in the
title insurance policy issued to, and reasonably approved by the Agents
insuring the Mortgage (provided, however, that upon certification
by the Borrower that an easement, right-of-way, restriction, reservation,
permit, servitude or other similar encumbrance granted or to be granted by the
Borrower or any such Restricted Subsidiary does not materially detract from the
value of or materially impair the use by the Borrower or such Restricted
Subsidiary in the ordinary course of its business of the property subject to or
to be subject to such encumbrance, the Administrative Agent shall execute such
documents as are reasonably requested to subordinate its Mortgage to such
encumbrance);


(i)            leases or subleases granted by the
Borrower or any Restricted Subsidiary to any other Person in the ordinary
course of business;


(j)            first-priority Liens on “Collateral”
(as defined in any Pledge Agreement or any Mortgage) securing Indebtedness
permitted under Section 7.2.2 in an aggregate principal amount not
exceeding an amount equal to (i) $150,000,000 less (ii) the Total
Exposure Amount; provided that such Liens are subject to a collateral
agency agreement in form and substance satisfactory to the Administrative
Agent;



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(k)           Liens of sellers of goods to the
Borrower and the Restricted Subsidiaries arising under Article 2 of the
UCC or similar provisions of applicable law in the ordinary course of business,
covering only the goods sold and securing only the unpaid purchase price for
such goods and related expenses;


(l)            Liens securing Assumed Indebtedness
of the Borrower and the Restricted Subsidiaries permitted pursuant to clause (e) of
Section 7.2.2; provided, however, that (i) any
such Liens attach only to the property of the Subsidiary acquired, or the
property acquired, in connection with such Assumed Indebtedness and shall not
attach to any assets of the Borrower or any Restricted Subsidiaries theretofore
existing or which arise after the date thereof (other than as proceeds of the
property otherwise permitted to be subject to such Lien) and (ii) the
Assumed Indebtedness and other secured Indebtedness of the Borrower and its
Restricted Subsidiaries secured by any such Lien shall not exceed 100% of the
fair market value of the assets being acquired in connection with such Assumed
Indebtedness;


(m)          Liens on assets of Foreign
Subsidiaries of the Borrower securing Indebtedness permitted pursuant to clause (g) or
(h) of Section 7.2.2;


(n)           Liens on the Capital Stock of
Unrestricted Subsidiaries securing Debt incurred by such Unrestricted
Subsidiaries;


(o)           Liens on cash and Cash Equivalent
Investments constituting amounts applied to defease (including legal defeasance
and covenant defeasance) the Existing Senior Subordinated Notes;


(p)           [Intentionally Omitted];


(q)           Liens on “Collateral” (as defined in
any Pledge Agreement or any Mortgage) securing the Existing Senior Notes and
Indebtedness permitted under clause (i) of Section 7.2.2;
provided that such Liens are subject to the Intercreditor Agreement or
an intercreditor agreement in form and substance satisfactory to the Administrative Agent; and


(r)            other Liens securing Indebtedness in
an aggregate principal amount not to exceed $20,000,000; provided, however,
that such Liens do not constitute first-priority Liens on “Collateral” (as
defined in any Pledge Agreement or any Mortgage).


SECTION 7.2.4  [Intentionally Omitted].


SECTION 7.2.5  Investments. The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, make,
incur, assume or suffer to exist any Investment in any other Person, except:


(a)           (i) Investments
existing on the Amendment Effective Date and identified in Item 7.2.5(a) (“Ongoing
Investments”) of the Disclosure Schedule and extensions or renewals
thereof; provided, however, that no such extension or renewal
shall be permitted under this clause (a)(i) if it would (x) increase
the amount of such Investment at the time 



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of such extension or renewal or (y) result in a
Default hereunder and (ii) Investments resulting from the conversion or
recharacterization of Ongoing Investments (including the conversion of any
Ongoing Investments constituting equity Investments into debt Investments); provided,
however, that no such Investment may be made in reliance on this clause (a)(ii) if such Investment would require, at the time of the
making thereof, the contribution or other payment by the Borrower or any
Subsidiary Guarantor of any additional cash or other assets to any Subsidiary
that is not a Subsidiary Guarantor;


(b)           Cash Equivalent Investments;


(c)           Investments permitted as Indebtedness
pursuant to Section 7.2.2;


(d)           Investments permitted as Capital
Expenditures (including any such Investments which would otherwise constitute
Capital Expenditures but for the operation of clause (i) of
the proviso to the definition of “Capital Expenditures”);


(e)           Investments made by the Borrower or
any of its Restricted Subsidiaries, solely with proceeds which have been
contributed, directly or indirectly after the Amendment Effective Date, to the
Borrower or such Restricted Subsidiary as cash equity from direct or indirect
holders of Holdco’s Capital Stock for the purpose of making an Investment
identified in a notice to the Agents on or prior to the date that such capital
contribution is made, which Investments shall result in the Borrower or such
Restricted Subsidiary acquiring a majority controlling interest in the Person
in which such Investment was made or increasing any such controlling interest
already maintained by the Borrower or such Restricted Subsidiary;


(f)            Investments to the extent the
consideration received pursuant to clause (c)(i) of Section 7.2.9
is not all cash;


(g)           Investments in the form of loans to
officers, directors and employees of the Borrower and its Restricted
Subsidiaries (other than any Consolidated JV) for the sole purpose of purchasing
Holdco Capital Stock or the Capital Stock of any Person that directly or
indirectly holds Holdco Capital Stock or of refinancing any such loans made by
others (or purchases of such loans made by others);


(h)           Letters of Credit issued in support
of, and guarantees by the Borrower or any Restricted Subsidiary of,
Indebtedness permitted under clauses (b), (c) and (f) of
Section 7.2.2;


(i)            Investments made or held by any
Foreign Subsidiary of the Borrower that is a Restricted Subsidiary in any other
Foreign Subsidiary of the Borrower that is a Restricted Subsidiary;


(j)            (i) Investments
of the Borrower or any U.S. Subsidiary of the Borrower that is a Restricted
Subsidiary in the Borrower or any U.S. Subsidiary of the Borrower that is a
Restricted Subsidiary (other than any Consolidated JV), (ii) Investments
by the Borrower or any U.S. Subsidiary of the Borrower that is a Restricted
Subsidiary in a Foreign Subsidiary of the Borrower that is a Restricted
Subsidiary (other than any 



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Consolidated JV) in connection with the creation of
such Foreign Subsidiary (provided, however, that in the case of clause (j)(ii),
such Investment is in the form of Capital Stock of one or more other Foreign
Subsidiaries), and (iii) equity Investments of the Borrower or any
Subsidiary Guarantor in Foreign Subsidiaries; provided, however, that
the aggregate amount of Investments made from and after the Amendment Effective
Date pursuant to clause (j)(iii) (other
than any such Investments constituting Exempted Foreign Intercompany Transactions),
together with the aggregate principal amount of Indebtedness incurred from and
after the Amendment Effective Date pursuant to clause (d)(ii) of Section 7.2.2 (other than any such
Indebtedness (x) into which any Investment by the Borrower or a Subsidiary
Guarantor in a Foreign Subsidiary that was outstanding on the Amendment
Effective Date was converted, (y) incurred to finance any acquisition
permitted hereunder or (z) outstanding on the Amendment Effective Date)
and clause (g) of Section 7.2.2,
together with Permitted Refinancing Indebtedness in respect thereof, shall not
exceed $50,000,000 at any time outstanding;


(k)           Investments constituting Permitted
Acquisitions;


(l)            extensions of trade credit in the
ordinary course of business;


(m)          Investments in Hedging Obligations
permitted hereunder;


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


(o)           Investments in Joint Ventures in an
aggregate amount not to exceed $50,000,000 from and after the Amendment
Effective Date through the Revolving Loan Commitment Termination Date;


(p)           Investments consisting of
transactions permitted pursuant to clause (a) or (c) of
Section 7.2.8;


(q)           other Investments in an aggregate
amount not to exceed $25,000,000 at any time outstanding


provided,
however, that


(r)            any Investment which when made
complies with the requirements of the definition of the term “Cash Equivalent
Investment” may continue to be held notwithstanding that such Investment if
made thereafter would not comply with such requirements; and


(s)           no Investment otherwise permitted by clause (c) (except
to the extent permitted under Section 7.2.2), (g), (h) (to
the extent that the applicable Letter of Credit relates to Indebtedness
permitted under clause (c) of Section 7.2.2), (k),
(o) or (q) shall be permitted to be made if, immediately
before or after giving effect thereto, any Default shall have occurred and be
continuing.



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SECTION 7.2.6  Restricted Payments, etc.


(a)           The Borrower will not, and will not
permit any Restricted Subsidiary to, declare, pay or make any payment, dividend,
distribution or exchange (in cash, property or obligations) on or in respect of
any class of Capital Stock (now or hereafter outstanding) of the Borrower or on
any warrants, options or other rights with respect to any class of Capital
Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends
or distributions payable in its Capital Stock or warrants to purchase its
Capital Stock and (ii) splits or reclassifications of its Capital Stock
into additional or other shares of its Capital Stock) or apply, or permit any
Restricted Subsidiary to apply, any of its funds, property or assets to the
purchase, redemption, exchange, sinking fund or other retirement of, or agree
or permit any Subsidiary to purchase, redeem or exchange, any shares of any
class of Capital Stock (now or hereafter outstanding) of the Borrower, or
warrants, options or other rights with respect to any shares of any class of
Capital Stock (now or hereafter outstanding) of the Borrower;


(b)           the Borrower will not, and will not
permit any Restricted Subsidiary to, (i) directly or indirectly make any
payment or prepayment of principal of, or make any payment of interest on, any
of the Existing Senior Subordinated Notes on any day other than the stated,
scheduled date for such payment or prepayment set forth in the documentation
evidencing such Existing Senior Subordinated Notes or which would violate the
subordination provisions of such Existing Senior Subordinated Notes, (ii) redeem,
purchase or defease any Existing Senior Subordinated Notes or (iii) make
any voluntary payment or prepayment of principal of, or make any voluntary
prepayment of interest on, or voluntarily redeem, purchase or defease, any
Existing Senior Notes;


(the foregoing prohibited acts referred to in clauses
(a) and (b) above are herein collectively referred to as “Restricted
Payments”); provided, however, that


(c)           the Borrower shall be permitted to
make Restricted Payments to Holdco to the extent necessary to enable Holdco to


(i)            pay its overhead expenses in an
amount not to exceed $5,000,000 in the aggregate in any Fiscal Year;


(ii)           pay taxes arising out of the Borrower’s
and the Restricted Subsidiaries’ operations; and


(iii)          so long as (A) no Default shall
have occurred and be continuing on the date such Restricted Payment is declared
or to be made, nor would a Default result from the making of such Restricted
Payment, (B) immediately after giving effect to any such Restricted
Payment, all or a portion of which consists of cash, the sum of (i) cash
and Cash Equivalent Investments owned by the Borrower and the Subsidiary
Guarantors (neither of which is subject to any Lien, other than Liens permitted
by clauses (d),  (g), (j) or (q) of Section 7.2.3,
Liens constituting “bankers’ liens”, whether arising under common law or by
statute in favor of depositary institutions, Liens in favor of the Secured
Parties pursuant to a Loan Document and Liens permitted under clause (q) of
Section 7.2.3) plus (ii) the unutilized and available
amount under the Revolving Loan 



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Commitment Amount, shall be equal to or in excess of
$15,000,000 and (C) an Authorized Officer of the Borrower shall have
delivered a certificate to the Administrative Agent in form and substance
satisfactory to the Administrative Agent certifying as to clauses (C)(iii)(A) and (B) above,


(x)  repurchase, redeem or
otherwise acquire or retire for value any Capital Stock of Holdco, or any
warrant, option or other right to acquire any such Capital Stock of Holdco or
the Capital Stock of any Person that directly or indirectly holds the Capital
Stock of Holdco, held by any current or former director, member of management
or an employee of the Borrower or any of its Restricted Subsidiaries pursuant
to any employment agreement, management equity subscription agreement, restricted
stock plan, stock option agreement or other similar arrangement so long as the
total amount of such repurchases, redemptions, acquisitions, retirements and
payments shall not exceed (1) $15,000,000 from the Amendment Effective
Date through the Revolving Loan Commitment Termination Date plus (2) the
aggregate cash proceeds and aggregate principal amount of any notes received by
the Borrower during such calendar year from any reissuance of Capital Stock of
Holdco, and warrants, options and other rights to acquire Capital Stock of
Holdco, by Holdco or the Borrower to directors, members of management and
employees of the Borrower and its Restricted Subsidiaries;


(y)  make cash payments of
interest with respect to the Holdco Discount Debentures in accordance with the
terms thereof; and


(z) redeem, refinance, repay, prepay, repurchase
or defease Indebtedness of Holdco existing on the Amendment Effective Date; and


(iv)          so long as (A) immediately prior to giving effect
thereto, no Default shall have occurred and be continuing, (B) immediately
after giving pro forma effect thereto, (1) no Default shall have occurred
and be continuing and (2) the Leverage Ratio shall not exceed 4.50:1.00 and (C) the Borrower shall
have delivered to the Administrative Agent a certificate of Authorized Officer
certifying as to the matters specified in clause (A) and (B) above,
make any payment, dividend, distribution or exchange (in cash, property or
obligations) on or in respect of any class of Capital Stock of Holdco (now or hereafter
outstanding) or any warrants, options or other rights in respect of any Capital
Stock of Holdco (now or hereafter outstanding), or apply funds, property or
assets to the purchase, redemption, exchange or retirement of any shares of any
class of Capital Stock of Holdco (now or hereafter outstanding) or any
warrants, options or other rights with respect to any shares of any class of
Capital Stock of Holdco (now of hereafter outstanding);


(d)           the Borrower may redeem, repay,
prepay, purchase or defease the Existing Senior Notes and the Existing Senior
Subordinated Notes if, immediately after giving effect to such payment,
prepayment, redemption, purchase or defeasance, the sum of (x) cash and
Cash Equivalent Investments plus (y) the unutilized and available
Revolving Loan Commitment Amount shall be equal to or in excess of $15,000,000.



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SECTION 7.2.7  [Intentionally Omitted].


SECTION 7.2.8  Consolidation, Merger, etc. The
Borrower will not, and will not permit any Restricted Subsidiary to, liquidate
or dissolve, consolidate with, or merge into or with, any other corporation, or
purchase or otherwise acquire
all or substantially all of the assets of any Person (or of any division
thereof), except


(a)           any such Restricted Subsidiary may
liquidate or dissolve voluntarily into, and may merge with and into, the
Borrower (so long as the Borrower is the surviving Person of such combination
or merger) or any other Restricted Subsidiary, and the assets or Capital Stock
of any Restricted Subsidiary may be purchased or otherwise acquired by the
Borrower or any other Restricted Subsidiary; provided, however,
that notwithstanding the above, a Restricted Subsidiary may only liquidate or
dissolve into, or merge with and into, another Restricted Subsidiary if, after
giving effect to such combination or merger, the Borrower continues to own
(directly or indirectly), and the Administrative Agent continues to have
pledged to it pursuant to a Pledge Agreement, a percentage of the issued and
outstanding shares of Capital Stock (on a fully diluted basis) of the
Restricted Subsidiary surviving such combination or merger that is equal to or
in excess of the percentage of the issued and outstanding shares of Capital
Stock (on a fully diluted basis) of the Restricted Subsidiary that does not
survive such combination or merger that was (immediately prior to the
combination or merger) owned by the Borrower or pledged to the Administrative
Agent;


(b)           so long as no Default has occurred
and is continuing or would occur after giving effect thereto, the Borrower or
any Restricted Subsidiary may purchase all or substantially all of the assets
of any Person (or any division thereof) not then a Restricted Subsidiary, or
acquire such Person by merger (so long as, if the Borrower is a party to such combination
or merger, the Borrower is the surviving Person of such combination or merger),
if permitted (without duplication) pursuant to clauses (e), (f),
(k), (o), (q) or (s) of Section 7.2.5;


(c)           Advanstar IH or Advanstar.com may
merge with or into the Borrower or any Subsidiary Guarantor so long as the
survivor of such merger is the Borrower or a Subsidiary Guarantor; and


(d)           Advanstar.com may merge with or into
Advanstar IH so long as the survivor of the merger is Advanstar IH.


SECTION 7.2.9  Asset Dispositions, etc. The Borrower
will not, and will not permit any Restricted Subsidiary to, Dispose or grant
options, warrants or other rights with respect to, all or any part of its
assets, whether now owned
or hereafter acquired (including accounts receivable and Capital Stock of
Restricted Subsidiaries) to any Person, unless:


(a)           such Disposition is (i) in the
ordinary course of its business (and does not constitute a sale, transfer,
lease, contribution or other conveyance of all or a substantial part of the
Borrower’s and the Restricted Subsidiaries’ assets, taken as a whole) or is of
obsolete or worn out property, (ii) permitted by Section 7.2.8,
or (iii) between the 



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Borrower and one of its Restricted Subsidiaries or
between Restricted Subsidiaries of the Borrower;


(b)           such Disposition constitutes (i) an
Investment permitted under Section 7.2.5, (ii) a Lien
permitted under Section 7.2.3, or (iii) a Restricted Payment
permitted under Section 7.2.6;


(c)           (i) such
Disposition is for fair market value and the consideration consists of no less
than 75% in cash or is a Lien permitted under the proviso to clause (h) of
Section 7.2.3 and (ii) an amount equal to the Net Disposition
Proceeds generated from such sale, transfer, lease (except leases or subleases
pursuant to clause (i) of Section 7.2.3),
contribution or conveyance, is reinvested in the business of the Borrower and
its Restricted Subsidiaries; provided that the aggregate consideration
received in respect of all Dispositions made pursuant to this clause (c) from
the Amendment Effective Date through the Revolving Loan Commitment Termination
Date shall not exceed $200,000,000;


(d)           such Disposition results from a
casualty or condemnation in respect of such property or assets;


(e)           such Disposition consists of the sale
or discount of overdue accounts receivable in the ordinary course of business,
but only in connection with the compromise or collection thereof; or


(f)            such Disposition is made pursuant to
a Sale-Leaseback Transaction permitted under Section 7.2.14.


SECTION 7.2.10  [Intentionally Omitted]


SECTION 7.2.11  Transactions with Affiliates. The
Borrower will not, and will not permit any Restricted Subsidiary to, enter
into, or cause, suffer or permit to exist any arrangement or contract with any
of its Affiliates (other than
any Obligor or any other Restricted Subsidiary of the Borrower) unless such
arrangement or contract is fair and equitable to the Borrower or such
Restricted Subsidiary and is an arrangement or contract of the kind which would
be entered into by a prudent Person in the position of the Borrower or such
Restricted Subsidiary with a Person which is not one of its Affiliates; provided,
however that the Borrower and its Restricted Subsidiaries shall be
permitted to (a)  make any Restricted Payment permitted under Section 7.2.6,
(b) enter into and perform their obligations under arrangements with
Credit Suisse, Avista Capital Partners and their respective Affiliates for
underwriting, investment banking and advisory services on usual and customary
terms, (c) make payment of reasonable and customary fees and reimbursement
of expenses payable to directors of Holdco and AHC, (d) enter into
employment arrangements with respect to the procurement of services of
directors, officers and employees in the ordinary course of business and pay
reasonable fees in connection therewith and (e) perform their obligations
under any agreement in effect on the Amendment Effective Date with, or with
respect to, Advanstar IH or Advanstar.com.


SECTION 7.2.12  Negative Pledges, Restrictive Agreements,
etc. The Borrower will not, and will not permit any Restricted Subsidiary
to, enter into any agreement prohibiting



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(a)           (i) the creation
or assumption of any Lien upon its properties, revenues or assets, whether now
owned or hereafter acquired, securing any Obligation or any senior refinancing
thereof (other than, in the case of any assets acquired with the proceeds of
any Indebtedness permitted under clause (c) of Section 7.2.2,
customary limitations and prohibitions contained in such Indebtedness and in
the case of any Indebtedness permitted under clauses (e), (f),
(g), (h) and (j) of Section 7.2.2,
customary limitations in respect of the Foreign Subsidiaries of the Borrower
that are Restricted Subsidiaries that shall have incurred such Indebtedness and
their assets), or (ii) the ability of the Borrower or any other Obligor to
amend or otherwise modify this Agreement or any other Loan Document; or


(b)           any Restricted Subsidiary from making
any payments, directly or indirectly, to the Borrower by way of dividends,
advances, repayments of loans or advances, reimbursements of management and
other intercompany charges, expenses and accruals or other returns on
investments, or any other agreement or arrangement which restricts the ability
of any such Restricted Subsidiary to make any payment, directly or indirectly,
to the Borrower (other than customary limitations and prohibitions in any
Indebtedness permitted under clauses (a), (b), (e), (f),
(g), (h) , (i) and (j) of Section 7.2.2
that are applicable to the Restricted Subsidiary that has incurred such
Indebtedness and its assets; provided, however, that such
limitations shall be limited solely to such Restricted Subsidiary (and any of
its Subsidiaries) and its (and their) assets.


SECTION 7.2.13  Securities of Subsidiaries. The
Borrower will not permit any Wholly-Owned Subsidiary that is a Restricted
Subsidiary to issue any Capital Stock (whether for value or otherwise) to any
Person other than the Borrower
or another Wholly-Owned Subsidiary that is a Restricted Subsidiary.


SECTION 7.2.14  Restricted Subsidiaries. The Borrower
will not, and will not permit any Restricted Subsidiary to, enter into any
agreement or arrangement with any other Person (a “Sale Leaseback
Transaction”) providing for the leasing by the Borrower
or any Restricted Subsidiary of real or personal property which has been or is
to be sold or transferred by the Borrower or any Restricted Subsidiary to such
other Person or to any other Person to whom funds have been or are to be
advanced by such Person on the security of such property or rental obligations
of the Borrower or any Restricted Subsidiary except for Sale Leaseback
Transactions relating to assets the fair market value of which, in the
aggregate over the term of this Agreement, does not exceed $15,000,000.


SECTION 7.2.15  Designation of Senior Indebtedness;
Maintenance of Lien Priority. The Borrower will not (a) permit any
Indebtedness (other than Indebtedness secured by a Lien described in clause
(j) of Section 7.2.3 and other than the Indebtedness
incurred hereunder or under any other Loan Document) to constitute “Designated
Senior Indebtedness” (or any other similar term) under the documents governing
the Existing Senior Subordinated Notes, without the consent of the Required
Lenders or (b) permit any Indebtedness (other than Indebtedness secured by
a Lien described in clauses (c),  (j),
(l) or (o) of Section 7.2.3 and other than
the Indebtedness incurred hereunder or under any other Loan Document) to be
secured on a first priority basis with respect to the “Collateral” (as defined
in any Pledge Agreement or Mortgage) securing the Obligations hereunder.



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ARTICLE VIII



EVENTS OF DEFAULT


SECTION 8.1  Listing of Events of Default. Each of
the following events or occurrences described below shall constitute an “Event
of Default”.


SECTION 8.1.1  Non-Payment of Obligations. (a) The Borrower shall default in the payment or
prepayment of any principal of any Loan when due or any Reimbursement
Obligations or any deposit of cash for collateral purposes pursuant to Section 2.6.4,
as the case may be, or (b) any Obligor shall
default (and such default shall continue unremedied for a period of three
Business Days) in the payment when due of any interest or commitment fee with
respect to the Loans or Commitments or of any other monetary Obligation.


SECTION 8.1.2  Breach of Warranty. Any representation
or warranty of the Borrower or any other Obligor made or deemed to be made
hereunder or in any other Loan Document executed by it or any other writing or
certificate furnished by or
on behalf of the Borrower or any other Obligor to any Lender Party for the
purposes of or in connection with this Agreement or any such other Loan
Document (including any certificates delivered pursuant to Article V)
is or shall be incorrect when made in any material respect.


SECTION 8.1.3  Non-Performance of Certain Covenants and
Obligations. The Borrower shall default in the due performance and
observance of any of its obligations under Sections 7.1.1(e), 7.1.7(a)(ii),
7.1.9, 7.1.11, or 7.2 (other than Section 7.2.1).


SECTION 8.1.4  Non-Performance of Other Covenants and
Obligations. Any Obligor shall default in the due performance and
observance of any other agreement contained herein or in any other Loan
Document executed by it,
and such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Administrative Agent at
the direction of the Required Lenders.


SECTION 8.1.5  Default on Other Indebtedness. A
default shall occur (i) in the payment when due (subject to any applicable
grace period), whether by acceleration or otherwise, of any Indebtedness, other
than Indebtedness described
in Section 8.1.1, of the Borrower or any of its Restricted
Subsidiaries or Holdco having a principal amount, individually or in the
aggregate for Holdco, the Borrower and the Restricted Subsidiaries, in excess
of $5,000,000, or (ii) a default shall occur in the performance or
observance of any obligation or condition with respect to such Indebtedness
having a principal amount, individually or in the aggregate, in excess of
$5,000,000 if the effect of such default is to accelerate the maturity of any
such Indebtedness or such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Indebtedness,
or any trustee or agent for such holders, to cause such Indebtedness to become
due and payable prior to its expressed maturity.


SECTION 8.1.6  Judgments. Any judgment or order for
the payment of money in excess of $5,000,000 in the aggregate for Holdco, the
Borrower and the Restricted Subsidiaries (not covered by insurance from a
responsible insurance company that
is not denying its liability with



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respect thereto) shall be
rendered against the Borrower or any Restricted Subsidiary or Holdco and remain
unvacated and unpaid and either (a) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order, or (b) there
shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect.


SECTION 8.1.7  Pension Plans. Any of the following
events shall occur with respect to any Pension Plan (a) the termination of
any Pension Plan if, as a result of such termination, the Borrower would be
required to make a contribution
to such Pension Plan, or would reasonably expect to incur a liability or
obligation to such Pension Plan, in excess of $5,000,000, or (b) a contribution
failure occurs with respect to any Pension Plan sufficient to give rise to a
Lien under Section 302(f) of ERISA in an amount in excess of
$5,000,000.


SECTION 8.1.8  Change in Control. Any Change in
Control shall occur.


SECTION 8.1.9  Bankruptcy, Insolvency, etc. The
Borrower, any Material Subsidiary or any other Obligor shall


(a)           become insolvent or generally fail to
pay, or admit in writing its inability to pay, debts as they become due;


(b)           apply for, consent to, or acquiesce
in, the appointment of a trustee, receiver, sequestrator or other custodian for
the Borrower, any Material Subsidiary or any other Obligor or any material
property of any thereof, or make a general assignment for the benefit of
creditors;


(c)           in the absence of such application,
consent, acquiescence or assignment, permit or suffer to exist the appointment
of a trustee, receiver, sequestrator or other custodian for the Borrower, any
Material Subsidiary or any other Obligor or for a substantial part of the
property of any thereof, and such trustee, receiver, sequestrator or other
custodian shall not be discharged within 60 days; provided, however,
that the Borrower, each Material Subsidiary and each other Obligor hereby
expressly authorizes each Lender Party to appear in any court conducting any
relevant proceeding during such 60-day period to preserve, protect and
defend their rights under the Loan Documents;


(d)           permit or suffer to exist the
commencement of any bankruptcy, reorganization, debt arrangement or other case
or proceeding under any bankruptcy or insolvency law, or any dissolution,
winding up or liquidation proceeding, in respect of the Borrower, any Material
Subsidiary or any other Obligor, and, if any such case or proceeding is not
commenced by the Borrower, such Material Subsidiary or such other Obligor, such
case or proceeding shall be consented to or acquiesced in by the Borrower, such
Material Subsidiary or such other Obligor or shall result in the entry of an
order for relief or shall remain for 60 days undismissed; provided, however,
that the Borrower, each Material Subsidiary and each other Obligor hereby
expressly authorizes each Lender Party to appear in any court conducting any
such case or proceeding during such 60-day period to preserve, protect
and defend their rights under the Loan Documents; or



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(e)           take any action (corporate or
otherwise) authorizing, or in furtherance of, any of the foregoing.


SECTION 8.1.10  Impairment of Security, etc. (a) Any
Loan Document, or any Lien granted thereunder, shall (except in accordance with
its terms or pursuant to an agreement of the parties thereto), in whole or in
part, terminate, cease
to be in full force and effect or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto, or the Borrower or any
other Obligor shall, directly or indirectly, contest in any manner the
effectiveness, validity, binding nature or enforceability thereof, or (b) any
Lien securing any Obligation shall, in whole or in part, cease to be a
perfected first priority Lien, subject only to those exceptions expressly
permitted by the Loan Documents, except to the extent any event referred to
above (i) relates to assets of the Borrower or any Restricted Subsidiary
which are immaterial, (ii) results from the failure of the Administrative
Agent to maintain possession of certificates representing securities pledged
under any Pledge Agreement or to file continuation statements under the UCC of
any applicable jurisdiction or (iii) is covered by a lender’s title
insurance policy and the relevant insurer promptly after the occurrence thereof
shall have acknowledged in writing that the same is covered by such title
insurance policy.


SECTION 8.1.11  [Intentionally Omitted]


SECTION 8.2  Action if Bankruptcy, etc. If any
Event of Default described in clauses (b), (c) and (d) of
Section 8.1.9 shall occur with respect to any Obligor (other than
Subsidiaries that are not Material Subsidiaries), the Commitments (if not
theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations (including
Reimbursement Obligations) shall automatically be and become immediately due
and payable, without notice or demand and the Borrower shall automatically and
immediately be obligated to Cash Collateralize all Letter of Credit
Outstandings.


SECTION 8.3  Action if Other Event of Default. If
any Event of Default (other than an Event of Default described in clauses (b),
(c) and (d) of Section 8.1.9 with respect
to any Obligor (other than Subsidiaries that are not Material Subsidiaries))
shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations) to be due and payable, require the Borrower to Cash
Collateralize all Letter of Credit Outstandings and/or declare the Commitments
(if not theretofore terminated) to be terminated, whereupon the full unpaid
amount of such Loans and other Obligations which shall be so declared due and
payable shall be and become immediately due and payable, without further
notice, demand or presentment, and/or, as the case may be, the Commitments
shall terminate and the Borrower shall automatically and immediately be obligated
to Cash Collateralize all Letter of Credit Outstandings.



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ARTICLE IX



THE AGENTS


SECTION 9.1  Actions. Each Lender hereby appoints
CS Securities as its Syndication Agent and Credit Suisse as its Administrative
Agent under and for purposes of this Agreement and each other Loan Document. Each
Lender authorizes the Agents to act on
behalf of such Lender under this Agreement and each other Loan Document and, in
the absence of other written instructions from the Required Lenders received
from time to time by the Agents (with respect to which each of the Agents
agrees that it will comply, except as otherwise provided in this Section or
as otherwise advised by counsel), to exercise such powers hereunder and
thereunder as are specifically delegated to or required of the Agents by the
terms hereof and thereof, together with such powers as may be reasonably
incidental thereto. Each Lender hereby indemnifies (which indemnity shall
survive any termination of this Agreement) the Agents, ratably in accordance
with their respective Terms Loans outstanding and Commitments (or, if no Term
Loans or Commitments are at the time outstanding and in effect, then ratably in
accordance with the principal amount of Term Loans held by such lender and
their respective Commitments as in effect in each case on the date of the
termination of this Agreement), from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted
against, either of the Agents in any way relating to or arising out of this
Agreement and any other Loan Document, including reasonable attorneys’ fees,
and as to which any Agent is not reimbursed by the Borrower or any other
Obligor (and without limiting the obligation of the Borrower or any other
Obligor to do so); provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, claims, costs or expenses to the extent determined by a court of
competent jurisdiction in a final proceeding to have resulted from such Agent’s
gross negligence or willful misconduct. The Agents shall not be required to
take any action hereunder or under any other Loan Document, or to prosecute or
defend any suit in respect of this Agreement or any other Loan Document, unless
it is indemnified hereunder to its satisfaction. If any indemnity in favor of
either of the Agents shall be or become, in such Agent’s determination,
inadequate, such Agent may call for additional indemnification from the Lenders
and cease to do the acts indemnified against hereunder until such additional
indemnity is given. The Borrower and the Lenders agree that the Administrative
Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate’s directors, officers,
agents and employees) which performs duties in connection with this Agreement
shall be entitled to the same benefits of the indemnification, waiver and other
protective provisions to which such Agent is entitled under Articles IX
and X.


SECTION 9.2  Funding Reliance, etc. Unless the
Administrative Agent shall have been notified by telephone, confirmed in
writing, by any Lender by 2:00 p.m., New York City time, on the Business
Day prior to a Borrowing or disbursement
with respect to a Letter of Credit pursuant to Section 2.6.2 that
such Lender will not make available the amount which would constitute its
Percentage of such Borrowing on the date specified therefor, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent and, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If and to the extent that such Lender
shall not have made such amount available to the Administrative Agent, such
Lender severally agrees and the Borrower agrees to



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repay the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date the Administrative Agent made such amount
available to the Borrower to the date such amount is repaid to the
Administrative Agent, (a) in the case of a Lender, at the Federal Funds
Rate, and (b) in the case of the Borrower, at the interest rate applicable
at the time to Loans comprising such Borrowing.


SECTION 9.3  Exculpation; Notice of Default.
(a)  None of the Agents or the Lead Arrangers nor any of their respective
directors, officers, employees or agents shall be liable to any Lender or the
Borrower for any action taken or
omitted to be taken by it under any Loan Document, or in connection herewith or
therewith, except for its own willful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Loan Document,
nor for the creation, perfection or priority of any Liens purported to be
created by any of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by the Borrower of its
obligations hereunder or under any other Loan Document. Any such inquiry which
may be made by any Agent or any Issuer shall not obligate it to make any
further inquiry or to take any action. The Agents and each Issuer shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the Agents or the
Issuers, as applicable, believe to be genuine and to have been presented by a
proper Person.


(b)           No Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder, other than an Event of Default of the types specified in Section 8.1.1,
unless such Agent has received written notice from (i) in the case of the
Administrative Agent, a Lender or the Borrower referring to this Agreement
describing such Default or Event of Default and stating that such notice is a “notice
of default” and (ii) in the case of the Syndication Agent, from the
Administrative Agent as set forth in the immediately following sentence. In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give prompt notice thereof to the Syndication Agent and the
Lenders.


SECTION 9.4  Successor. The Syndication Agent may
resign as such upon one Business Day’s notice to the Borrower and the
Administrative Agent. The Administrative Agent may resign as such at any time
upon at least 30 days’ prior
notice to the Borrower and all Lenders. If the Administrative Agent at any time
shall resign, the Required Lenders may, with the prior consent of the Borrower
(which consent shall not be unreasonably withheld and will not be required
during the continuance of an Event of Default), appoint another Lender as a
successor Administrative Agent which shall thereupon become the Administrative
Agent hereunder. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent’s giving notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, which shall be one of the
Lenders or a commercial banking institution organized under the laws of the
United States or a United States branch or agency of a commercial banking
institution, and having a combined capital and surplus of at least $500,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall be
entitled to receive from the retiring Administrative Agent such documents of
transfer and assignment as such successor Administrative Agent may reasonably



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request, and shall
thereupon succeed to and become vested with all rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent’s resignation hereunder as the
Administrative Agent, the provisions of (i) this Article IX
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent under this Agreement, and (ii) Section 10.3
and Section 10.4 shall continue to inure to its benefit.


SECTION 9.5  Credit Extensions by each Agent. Each
Agent and each Issuer shall have the same rights and powers with respect to (a) (i) in
the case of an Agent, the Credit Extensions made by it or any of its
Affiliates and (ii) in
the case of an Issuer, the Loans made by it or any of its Affiliates, and (b) the
Notes held by it or any of its Affiliates as any other Lender and may exercise
the same as if it were not an Agent or Issuer. Each Agent, each Issuer and each
of their respective Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or
Affiliate of the Borrower as if such Agent or Issuer were not an Agent or
Issuer hereunder.


SECTION 9.6  Credit Decisions. Each Lender
acknowledges that it has, independently of each other Lender Party, and based
on such Lender’s review of the financial information of the Borrower, this
Agreement, the other Loan
Documents (the terms and provisions of which being satisfactory to such Lender)
and such other documents, information and investigations as such Lender has
deemed appropriate, made its own credit decision to extend its Commitments. Each
Lender also acknowledges that it will, independently of each other Lender
Party, and based on such other documents, information and investigations as it
shall deem appropriate at any time, continue to make its own credit decisions as
to exercising or not exercising from time to time any rights and privileges
available to it under any Loan Document.


SECTION 9.7  Copies, etc. The Administrative Agent
shall give prompt notice to each Lender of each notice or request required or
permitted to be given to the Administrative Agent by the Borrower pursuant to
the terms of this Agreement (unless
concurrently delivered to the Lenders by the Borrower). The Administrative
Agent will promptly distribute to each Lender each document or instrument received
for such Lender’s account and copies of all other communications received by
the Administrative Agent from the Borrower for distribution to the Lenders by
the Administrative Agent in accordance with the terms of this Agreement.


SECTION 9.8  The Syndication Agent and the
Administrative Agent. Notwithstanding anything else to the contrary
contained in this Agreement or any other Loan Document, the Agents, in their
respective capacities as such,
each in such capacity, shall have no duties or responsibilities under this
Agreement or any other Loan Document nor any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against either Agent, as applicable, in such capacity except as are explicitly
set forth herein or in the other Loan Documents.


SECTION 9.9  Documentation. The Lender identified
on the signature pages of this Agreement as the “Documentation Agent”
shall not have any right, power, obligation, liability, responsibility or duty
under this Agreement (or any other
Loan Document)



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other than those applicable to all Lenders as such. Without limiting
the foregoing, the Lender so identified as the “Documentation Agent” shall not
have or be deemed to have any fiduciary relationship with any other Lender. Each
Lender acknowledges that it has not relied, and will not rely, on the Lender so
identified as the “Documentation Agent” in deciding to enter into this
Agreement and each other Loan Document to which it is a party or in taking or
not taking action hereunder or thereunder. Additional Loans; Secured
Indebtedness. The Administrative Agent, in its capacity as such and as
Collateral Agent, agrees to enter into such amendments, modifications and
supplements to the Loan Documents as, in the reasonable judgment of the
Administrative Agent, shall be necessary to effect any Additional Revolving
Loan Commitments or Additional Term Loan Commitments and the obligations of the
Obligors in respect thereof to give the holder of any Indebtedness secured by
Liens granted pursuant to Section 7.2.3(j) the benefits of the
Liens granted under, and the rights of the Secured Parties under, each Pledge
Agreement, the Subsidiary Guarantee and each Mortgage.


ARTICLE X



MISCELLANEOUS PROVISIONS


SECTION 10.1  Waivers, Amendments, etc. The
provisions of this Agreement and of each other Loan Document may from time to
time be amended, modified or waived, if such amendment, modification or waiver
is in writing and
consented to by the Borrower and each Obligor party thereto and by the Required
Lenders; provided, however, that (i) subject to Section 2.2.2.,  no consent of any Lender (other than any
Lender providing an Additional Revolving Loan Commitments or Additional Term
Loan Commitments) shall be required in connection with any amendment or
modification  required to effect such
Additional Revolving Loan Commitments or Additional Term Loan Commitments and
the obligations of the Obligors in respect thereof, (ii) no consent of any
Lender shall be required in connection with any amendment or modification of
any Loan Document required to give the holder of any Indebtedness secured by
Liens permitted under Section 7.2.3(j) the benefits of the
Liens granted under, and the rights of the Secured Parties under, each Pledge
Agreement, the Subsidiary Guarantee and each Mortgage and (iii) any such
amendment, modification or waiver of the type set forth below shall require the
consent of the Person or Persons described below for such amendment,
modification or waiver:


(a)           Unless consented to by each Lender,
no such amendment, modification or waiver shall be effective if it would modify
any requirement hereunder that any particular action be taken by all the
Lenders, all the Lenders with respect to any Tranche of Loans or Commitments or
by the Required Lenders, release AHC from its obligations under the AHC
Guaranty and Pledge Agreement, release Holdco from its obligations under the
Holdco Guaranty and Pledge Agreement, release any Subsidiary Guarantor or
Subsidiary Guarantors that individually or in the aggregate constitute a
Substantial Subsidiary from its or their obligations under the Subsidiary
Guaranty (except as otherwise provided in the Subsidiary Guaranty), if any, or
release all or substantially all of the collateral security (except in each
case as otherwise specifically provided in this Agreement, any such Subsidiary
Guaranty or a Pledge Agreement).



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(b)           Unless consented to by each Lender
adversely affected thereby, no such amendment, modification or waiver shall be
effective if it would modify this Section 10.1 or clause (a) of
Section 10.10, change the definition of “Required Lenders”,
increase any Commitment Amount or the Percentage of any Lender (other than
pursuant to Section 2.2.2), reduce any fees described in Section 3.3
(other than the administration fee referred to in Section 3.3.2) or
extend the Revolving Loan Commitment Termination Date.


(c)           No such amendment, modification or
waiver shall be effective if it would extend the Stated Maturity Date for any
Loan or reduce the principal amount of or rate of interest on or fees payable
in respect of any Loan or any Reimbursement Obligations (which shall in each
case include the conversion of all or any part of the Obligations into equity
of any Obligor), unless such amendment, modification or waiver shall have been
consented to by the Lender which has made such Loan or, in the case of a
Reimbursement Obligation, the Issuer owed, and those Lenders participating in,
such Reimbursement Obligation.


(d)           No such amendment, modification or
waiver shall be effective if it would affect adversely the interests, rights or
obligations of any Agent, Issuer or Lead Arrangers (in its capacity as Agent,
Issuer or Lead Arrangers), unless such amendment, modification or waiver shall
have been consented to by such Agent, Issuer or Lead Arrangers, as the case may
be.


(e)           No such amendment, modification or
waiver shall be effective if it would amend, modify or waive the provisions of clause (a)(i)(A) of
Section 3.1.1 or effect any amendment, modification or waiver that
by its terms adversely affects the rights of Lenders participating in any
Tranche differently from those of Lenders participating in other Tranches,
unless such amendment, modification or waiver shall have been consented to by
the holders of at least a majority of the aggregate amount of Loans outstanding
under the Tranche or Tranches affected by such modification, or, in the case of
a modification affecting the Revolving Loan Commitments, the Lenders holding at
least a majority of the Revolving Loan Commitments.


No failure or delay on the part of any Lender Party in
exercising any power or right under any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on the Borrower in any case shall
entitle it to any notice or demand in similar or other circumstances. No waiver
or approval by any Lender Party under any Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to subsequent
transactions. No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.


For purposes of this Section 10.1, the
Syndication Agent, in coordination with the Administrative Agent, shall have
primary responsibility, together with the Borrower, in the negotiation,
preparation and documentation relating to any amendment, modification or waiver
under this Agreement, any other Loan Document or any other agreement or
document related hereto or thereto contemplated pursuant to this Section.



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SECTION 10.2  Notices. All notices and other
communications provided to any party under any Loan Document, unless otherwise
expressly provided herein, shall be in writing or by facsimile and addressed,
delivered or transmitted to such party (a) in
the case of any Lender by any party other than the Administrative Agent, to
such Lender in care of the Administrative Agent at its address or facsimile
number set forth on Schedule II hereto (and the Administrative Agent shall
promptly forward such notice to the address or facsimile number of such Lender
set forth on Schedule II hereto or in the Lender Assignment Agreement pursuant
to which such Lender became a Lender hereunder), (b) in the case of any
Lender by the Administrative Agent, to such Lender at its address or facsimile
number set forth on its signature page hereto or in the Lender Assignment
Agreement pursuant to which it became a party hereto or (c) in the case of
any Agent or the Borrower, at its address or facsimile number set forth on Schedule
II hereto, or, in any case, at such address or facsimile number as may be
designated by such party in a notice to the other parties. Any such notice and
other communication, if mailed and properly addressed with postage prepaid or
if properly addressed and sent by pre-paid courier service, shall be deemed
given when received; any such notice or other communication, if transmitted by
facsimile, shall be deemed given when transmitted and electronically confirmed.


SECTION 10.3  Payment of Costs and Expenses. The
Borrower agrees to pay on demand all reasonable expenses of each of the Agents
(including the reasonable fees and out-of-pocket expenses of (i) a single
counsel to the Agents
and (ii) local or foreign counsel, if any, who may be retained by such
legal counsel to the Agents) in connection with


(a)           the syndication by the Syndication
Agent and the Lead Arrangers of the Loans, the negotiation, preparation,
execution and delivery of this Agreement and of each other Loan Document
(whether or not executed or effective), including schedules and exhibits, and
any amendments, waivers, consents, supplements or other modifications to this
Agreement or any other Loan Document as may from time to time hereafter be
required, whether or not the transactions contemplated hereby are consummated;


(b)           the filing, recording, refiling or
rerecording of any Loan Document and/or any UCC financing statements relating
thereto and all amendments, supplements and modifications to any thereof and
any and all other documents or instruments of further assurance required to be
filed or recorded or refiled or rerecorded by the terms hereof or of such Loan
Document; and


(c)           the preparation and review of any
document or instrument relevant to any Loan Document.


The Borrower further agrees to pay, and to save the
Lender Parties harmless from all liability for, any stamp or other similar
taxes which may be payable in connection with the execution or delivery of this
Agreement, the Credit Extensions made hereunder or the issuance of any Notes or
Letters of Credit or any other Loan Documents. The Borrower also agrees to
reimburse each Lender Party upon demand for all reasonable out-of-pocket
expenses (including reasonable attorneys’ fees and legal expenses) incurred by
such Lender Party in connection with (x) the negotiation of any restructuring
or “work-out”, whether or not consummated, of any Obligations and (y) the
enforcement of any Obligations.


 



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SECTION 10.4  Indemnification. In consideration of
the execution and delivery of this Agreement by each Lender and the extension
of the Commitments, the Borrower hereby, to the fullest extent permitted under
applicable law, indemnifies,
exonerates and holds each Lender Party and each of their respective Affiliates,
and each of their respective partners, officers, directors, employees and
agents, and each other Person controlling any of the foregoing within the
meaning of either Section 15 of the Securities Act of 1933, as amended, or
Section 20 of the Securities Exchange Act of 1934, as amended from time to
time, and any successor statute (collectively, the “Indemnified Parties”),
free and harmless from and against any and all actions, causes of action, suits,
losses, costs, liabilities and damages, and expenses actually incurred in
connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including
reasonable attorneys’ fees and disbursements (collectively, the “Indemnified
Liabilities”), incurred by the Indemnified Parties or any of them as a
result of, or arising out of, or relating to


(a)           any transaction financed or to be
financed in whole or in part, directly or indirectly, with the proceeds of any
Credit Extension;


(b)           the entering into and performance of
this Agreement and any other Loan Document by any of the Indemnified Parties
(excluding any successful action brought by or on behalf of the Borrower as the
result of any failure by any Lender to make any Credit Extension hereunder);


(c)           any investigation, litigation or
proceeding related to any acquisition or proposed acquisition by the Borrower
or any of its Subsidiaries of all or any portion of the Capital Stock or assets
of any Person, whether or not such Lender Party is party thereto;


(d)           any alleged or actual investigation,
litigation or proceeding related to any environmental cleanup, audit or
noncompliance with or liability under any Environmental Law relating to the
use, ownership or operation by Holdco, the Borrower or any of their respective
Subsidiaries of any Hazardous Material; or


(e)           the presence on or under, or the
escape, seepage, leakage, spillage, discharge, emission or release from, any
real property owned or operated by Holdco, the Borrower or any Subsidiary
thereof of any Hazardous Material present on or under such property in a manner
giving rise to liability at or prior to the time Holdco, the Borrower or such
Subsidiary owned or operated such property (including any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or within the control of,
Holdco, the Borrower or such Subsidiary,


except for any such Indemnified Liabilities arising
for the account of a particular Indemnified Party by reason of the relevant
Indemnified Party’s gross negligence or willful misconduct or any Hazardous
Materials that are manufactured, emitted, generated, treated, released, stored
or disposed of on any real property of the Borrower or any of its Subsidiaries
or any violation of Environmental Law that occurs on or with respect to any
real property of the Borrower or any of its Subsidiaries to the extent
occurring after such real property is transferred to any Indemnified



 81
 






 



 


Person or its successor by foreclosure sale, deed in
lieu of foreclosure, or similar transfer, except to the extent such
manufacture, emission, release, generation, treatment, storage or disposal or
violation is actually caused by Holdco, the Borrower or any of the Borrower’s
Subsidiaries. The Borrower and its permitted successors and assigns hereby
waive, release and agree not to make any claim, or bring any cost recovery
action against, any Lender Party under CERCLA or any state equivalent, or any
similar law now existing or hereafter enacted, except to the extent arising out
of the gross negligence or willful misconduct of any Indemnified Party or
arising out of any Hazardous Materials that are manufactured, emitted,
generated, treated, released, stored or disposed of on any real property of the
Borrower or any of its Subsidiaries or any violation of Environmental Law that
occurs on or with respect to any real property of the Borrower or any of its
Subsidiaries to the extent occurring after such real property is transferred to
any Indemnified Person or its successor by foreclosure sale, deed in lieu of
foreclosure, or similar transfer. It is expressly understood and agreed that to
the extent that any Indemnified Party is strictly liable under any
Environmental Laws, the Borrower’s obligation to such Indemnified Party under
this indemnity shall likewise be without regard to fault on the part of the
Borrower, to the extent permitted under applicable law, with respect to the
violation or condition which results in liability of such Indemnified Party. Notwithstanding
anything to the contrary herein, each Lender Party shall be responsible with
respect to any Hazardous Materials that are manufactured, emitted, generated,
treated, released, stored or disposed of on any real property of the Borrower
or any of its Subsidiaries or any violation of Environmental Law that occurs on
or with respect to any such real property to the extent it occurs after such
real property is transferred to any Lender Party to its successor by
foreclosure sale, deed in lieu of foreclosure, or similar transfer, except to
the extent such manufacture, emission, release, generation, treatment, storage
or disposal or violation is actually caused by Holdco, the Borrower or any of
the Borrower’s Subsidiaries. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.


SECTION 10.5  Survival. The obligations of the
Borrower under Sections 4.3, 4.4, 4.5, 4.6, 10.3
and 10.4, and the obligations of the Lenders under Sections 4.8
and 9.1, shall in each case survive any termination of this Agreement, the payment in full of all
Obligations and the termination of all Commitments. The representations and
warranties made by the Borrower and each other Obligor in this Agreement and in
each other Loan Document shall survive the execution and delivery of this
Agreement and each such other Loan Document.


SECTION 10.6  Severability. Any provision of this
Agreement or any other Loan Document which is prohibited or unenforceable in
any jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.


SECTION 10.7  Headings. The various headings of this
Agreement and of each other Loan Document are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement or such other
Loan Document or any provisions hereof
or thereof.



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SECTION 10.8  Execution in Counterparts; Effectiveness.
This Agreement may be executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original and all of which shall
constitute together but
one and the same agreement. This Agreement shall become effective when
counterparts hereof executed on behalf of each of the parties hereto shall have
been received by the Agents.


SECTION 10.9  Governing Law; Entire Agreement. THIS
AGREEMENT, ANY NOTES AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED
THEREIN, EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This
Agreement and the other Loan Documents constitute the entire understanding
among the parties hereto with respect to the subject matter hereof and
supersede any prior agreements, written or oral, with respect thereto.


SECTION 10.10  Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns; provided, however, that (a) the
Borrower may not assign
or transfer its rights or obligations hereunder without the prior written
consent of each of the Agents and all Lenders, and (b) the rights of sale,
assignment and transfer of the Lenders are subject to Section 10.11.


SECTION 10.11  Sale and Transfer of Loans and
Commitments; Participations in Loans. Each Lender may assign, or sell
participations in, its Loans and Commitments to one or more other Persons, on a
non pro  rata basis (except as provided below),
in accordance with this Section 10.11.


SECTION 10.11.1  Assignments. Any Lender (the “Assignor
Lender”),


(a)           with the prior written consents of
the Borrower, the Administrative Agent and (in the case of any assignment of
participations in Letters of Credit or Revolving Loan Commitments) each Issuer
(which consents (i) shall not be unreasonably delayed or withheld and (ii) of
the Administrative Agent shall not be required in the case of assignments made
by or to Credit Suisse or GSCP, the Administrative Agent or any of their
Affiliates and (iii) of the Borrower shall not be required if an Event of
Default shall have occurred and be continuing), may at any time assign and
delegate to one or more commercial banks, other financial institutions, or
funds which are primarily engaged in making, purchasing or investing in loans
of the type made pursuant to this Agreement, and


(b)           with notice to the Borrower, the
Administrative Agent and (in the case of any assignment of participations in
Letters of Credit or Revolving Loan Commitments) each Issuer, but without the
consent of the Borrower, may assign and delegate to any of its Affiliates or
Related Funds or to any other Lender or any Affiliate or Related Fund


(each Person described in either of the foregoing
clauses as being the Person to whom such assignment and delegation is to be
made, being hereinafter referred to as an “Assignee Lender”), all or any
fraction of such Assignor Lender’s Loans, participations in Letters of Credit
and Letter of Credit Outstandings with respect thereto and Commitments (which
assignment and delegation



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shall be, as among Revolving Loan Commitments,
Revolving Loans and participations in Letters of Credit, of a constant, and not
a varying, percentage), in a minimum aggregate amount (except in the case of an
assignment (x) of the entire remaining amount of the assigning Lender’s
Commitment and the Loans at the time owing to it or (y) to a Lender or an
Affiliate of any Lender or a Related Fund) of, unless the Borrower and the
Administrative Agent otherwise consent, (i) $5,000,000, in the case of
Revolving Loan Commitments, Revolving Loans and participations in Letters of
Credit and (ii) $1,000,000, in the case of Term Loans; provided, however,
that any such Assignee Lender will comply, if applicable, with the provisions
contained in Section 4.6; provided, however, that (A) assignments
that are made on the same day to funds that (x) invest in commercial loans
and (y) are managed or advised by the same investment advisor or any
Affiliate of such investment advisor may be treated as a single assignment for
purposes of the minimum amount and (B) no minimum amount shall be required
in the case of any assignment between two Lenders so long as the Assignor
Lender has an aggregate amount of Loans and Commitments of at least $5,000,000
in the case of Revolving Loans and Revolving Loan Commitments, and $1,000,000,
in the case of Term Loans following such assignment; provided, further,
however, that if consent of the Borrower is required pursuant to this Section,
the Borrower shall be deemed to have given such consent five Business Days
after the date notice thereof has been delivered by the assigning Lender
(through the Administrative Agent) unless such consent is expressly refused in
writing by the Borrower prior to such fifth Business Day;  and provided, further, however,
that the Borrower, each other Obligor and the Administrative Agent shall be
entitled to continue to deal solely and directly with such Assignor Lender in
connection with the interests so assigned and delegated to an Assignee Lender
until


(i)            written notice of such assignment
and delegation, together with payment instructions, addresses and related
information with respect to such Assignee Lender, shall have been given to the
Borrower and the Administrative Agent by such Assignor Lender and such Assignee
Lender,


(ii)           such Assignor Lender and Assignee
Lender shall have executed and delivered to the Borrower and the Administrative
Agent a Lender Assignment Agreement via an electronic settlement system
acceptable to the Administrative Agent (or if previously agreed with the
Administrative Agent, manually), accepted by the Administrative Agent,


(iii)          the processing fees described below
shall have been paid, and


(iv)          the Administrative Agent shall have
registered such assignment and delegation in the Register pursuant to clause (b) of
Section 2.7.


From and after the date that the Agents accept such
Lender Assignment Agreement and such assignment and delegation is registered in
the Register pursuant to clause (b) of Section 2.7,
(x) the Assignee Lender thereunder shall be deemed automatically to have
become a party hereto and to the extent that rights and obligations hereunder
have been assigned and delegated to such Assignee Lender in connection with
such Lender Assignment Agreement, shall have the rights and obligations of a
Lender hereunder and under the other Loan Documents, and (y) the Assignor
Lender, to the extent that rights and obligations hereunder have been assigned
and



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delegated by it in connection with such Lender
Assignment Agreement, shall be released from its obligations hereunder and
under the other Loan Documents. Any Assignor Lender that shall have previously
requested and received any Note or Notes in respect of any Tranche to which
such assignment applies shall, upon acceptance by the Administrative Agent of
the applicable Lender Assignment Agreement, mark such predecessor Note or Notes
“exchanged” and deliver them to the Borrower (against, if the Assignor Lender
has retained Loans or Commitments with respect to the applicable Tranche and
has requested replacement Notes pursuant to clause (b)(ii) of Section 2.7,
its receipt from the Borrower of replacement Notes in the principal amount of
the Loans and Commitments of the applicable Tranche retained by it). The
Borrower shall execute and deliver to the Administrative Agent (for delivery to
the relevant Assignee Lender) new Notes evidencing such Assignee Lender’s
assigned Loans and Commitments and, if the Assignor Lender has retained Loans
and Commitments hereunder, replacement Notes in the principal amount of the
Loans and Commitments retained by the Assignor Lender hereunder (such Notes to
be in exchange for, but not in payment of, those Notes then held by such
Assignor Lender). Each such Note shall be dated the date of the predecessor
Notes. Accrued interest on that part of the predecessor Notes evidenced by the
new Notes, and accrued fees, shall be paid as provided in the Lender Assignment
Agreement. Accrued interest on that part of the predecessor Notes evidenced by
the replacement Notes shall be paid to the Assignor Lender. Accrued interest
and accrued fees shall be paid at the same time or times provided in this
Agreement. Such Assignor Lender or such Assignee Lender (unless the Assignor
Lender or the Assignee Lender is Credit Suisse or GSCP or one of their
respective Affiliates) must also pay a processing and recordation fee to the
Administrative Agent upon delivery of any Lender Assignment Agreement in the
amount of $3,500 (which fee may be waived or reduced in the sole discretion of
the Administrative Agent) (other than simultaneous assignments to Related
Funds, in which case such fee shall only be required to be paid once), unless
such assignment and delegation by such Assignor Lender is to its Affiliate or
Related Fund or if such assignment and delegation consists of a pledge by such
Assignor Lender to a Federal Reserve Bank (or, in the case of an Assignor
Lender who is an investment fund, to the trustee under the indenture to which
such fund is a party), as provided below or as otherwise consented to by the
Administrative Agent. Upon its receipt of a Lender Assignment Agreement,
together with payments to the Administrative Agent of a processing fee, the
Administrative Agent shall (i) promptly accept such Lender Assignment
Agreement and (ii) record the information contained therein in the
Register on the effective date thereof. Any attempted assignment and delegation
not made in accordance with this Section 10.11.1 shall be treated
as a participation made pursuant to Section 10.11.2. Nothing
contained in this Section 10.11.1 shall prevent or prohibit any
Lender from pledging its rights (but not its obligations to make Loans or
participate in Letters of Credit or Letter of Credit Outstandings) under this
Agreement and/or its Loans and/or its Notes hereunder (i) to a Federal
Reserve Bank in support of borrowings made by such Lender from such Federal
Reserve Bank or (ii) in the case of a Lender that is an investment fund,
to any agent or trustee for, or any other similar representative of, holders of
obligations owed to, or securities issued by, such investment fund, as security
for such obligations or securities, in either case without notice to or consent
of the Borrower or the Agents; provided, however, that (A) such
Lender shall remain a “Lender” under this Agreement and shall continue to be
bound by the terms and conditions set forth in this Agreement and the other
Loan Documents, and (B) any pledge or assignment by such trustee shall be
subject to the provisions of clause (a) of this Section 10.11.1.
In the event that S&P, Moody’s or Thompson’s BankWatch (or InsuranceWatch
Ratings Service, in the case of Lenders



 85
 






 



 


that are insurance companies (or Best’s Insurance
Reports, if such insurance company is not rated by InsuranceWatch Ratings
Service)) shall, after the date that any Lender with a Commitment to make
Revolving Loans or participate in Letters of Credit becomes a Lender, downgrade
the long-term certificate of deposit rating or long-term senior unsecured debt
rating of such Lender, and the resulting rating shall be below BBB-, Baa3 or C
(or BB, in the case of Lender that is an insurance company (or B, in the case
of an insurance company not rated by InsuranceWatch Ratings Service)),
respectively, then the applicable Issuer or the Borrower shall have the right,
but not the obligation, upon notice to such Lender and the Agents, to replace
such Lender with an Assignee Lender in accordance with and subject to the
restrictions contained in this Section, and such Lender hereby agrees to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in this Section) all its interests, rights and
obligations in respect of its Revolving Loan Commitment under this Agreement to
such Assignee Lender; provided, however, that (i) no such
assignment shall conflict with any law, rule or regulation or order of any
governmental authority and (ii) such Assignee Lender shall pay to such
Lender in immediately available funds on the date of such assignment the
principal of and interest and fees (if any) accrued to the date of payment on
the Loans made, and Letters of Credit participated in, by such Lender hereunder
and all other amounts accrued for such Lender’s account or owed to it
hereunder.


SECTION 10.11.2  Participations. Any Lender may at any
time, without consent of the Borrower, the Agents or each Issuer, sell to
one or more commercial banks or other Persons (each such commercial bank and
other Person being herein
called a “Participant”) participating interests in any of the Loans,
Commitments, participations in Letters of Credit and Letters of Credit
Outstandings or other interests of such Lender hereunder; provided, however,
that


(a)           no participation contemplated in this
Section shall relieve such Lender from its Commitments or its other
obligations hereunder or under any other Loan Document;


(b)           such Lender shall remain solely responsible
for the performance of its Commitments and such other obligations;


(c)           the Borrower and each other Obligor
and the Agents shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement and
each of the other Loan Documents;


(d)           no Participant, unless such
Participant is an Affiliate or Related Fund of such Lender, or is itself a
Lender, shall be entitled to require such Lender to take or refrain from taking
any action hereunder or under any other Loan Document, except that such Lender
may agree with any Participant that such Lender will not, without such
Participant’s consent, agree to (i) any
reduction in the interest rate or amount of fees that such Participant is
otherwise entitled to, (ii) a decrease in the
principal amount, or an extension of the final Stated Maturity Date, of any
Loan in which such Participant has purchased a participating interest or (iii) a release of all or substantially all of the
collateral security under the Loan Documents or any Subsidiary Guarantor or
Subsidiary Guarantors that individually or in the aggregate constitute a
Substantial Subsidiary from



 86
 






 



 


its or their
obligations under the Subsidiary Guaranty, in each case except as otherwise
specifically provided in a Loan Document; and


(e)           the Borrower shall not be required to
pay any amount under Sections 4.3, 4.4, 4.5, 4.6,
10.3 and 10.4 that is greater than the amount which it would have
been required to pay had no participating interest been sold.


The Borrower acknowledges and agrees, subject to clause (e) above,
that, to the fullest extent permitted under applicable law, each Participant,
for purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8,
4.9, 10.3 and 10.4, shall be considered a Lender.


SECTION 10.12  Other Transactions. Nothing contained
herein shall preclude any Lender Party from engaging in any transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of
its Affiliates in which the Borrower or such Affiliate is not restricted hereby
from engaging with any other Person.


SECTION 10.13  Forum Selection and Consent to
Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
LENDER PARTIES OR THE BORROWER RELATING THERETO SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE
STATE OF NEW YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY, AND OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY
SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER
HEREBY IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED UNDER



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APPLICABLE LAW) SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.


SECTION 10.14  Waiver of Jury Trial. THE LENDER
PARTIES AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE BORROWER
RELATING THERETO. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS
A MATERIAL INDUCEMENT FOR THE LENDER PARTIES ENTERING INTO THIS AGREEMENT AND
EACH SUCH OTHER LOAN DOCUMENT.


SECTION 10.15  Confidentiality. The Lender Parties
shall hold all non-public information obtained pursuant to or in
connection with this Agreement or obtained by them based on a review of the
books and records of the Borrower
or any of its Subsidiaries in accordance with their customary procedures for
handling confidential information of this nature, but may make disclosure to
any of their examiners, Affiliates, Related Funds, investment advisors or
Affiliates thereof, outside auditors, counsel and other professional advisors
in connection with this Agreement or as reasonably required by any potential bona
fide transferee, participant or assignee, or to any direct or indirect
contractual counterparties in swap agreements or such contractual
counterparties’ professional advisors, or in connection with the exercise of
remedies under a Loan Document, or as requested or required by any governmental
or regulatory agency, any rating agency or the National Association of
Insurance Commissioners, or representative of any thereof or pursuant to legal
process; provided, however, that


(a)           unless specifically prohibited by
applicable law or court order, each Lender Party shall promptly notify the
Borrower of any request by any governmental agency or representative thereof
(other than any such request in connection with an examination of the financial
condition of such Lender Party by such governmental agency) for disclosure of
any such non-public information prior to disclosure of such information;


(b)           prior to any such disclosure pursuant
to this Section 10.15, each Lender Party shall require any such bona
fide transferee, participant and assignee receiving a disclosure of
non-public information to agree in writing


(i)            to be bound by this Section 10.15;
and


(ii)           to require such Person to require any
other Person to whom such Person discloses such non-public information to be
similarly bound by this Section 10.15; and



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(c)           except as may be required by an order
of a court of competent jurisdiction and to the extent set forth therein, no
Lender shall be obligated or required to return any materials furnished by the
Borrower or any Subsidiary.


SECTION 10.16  Patriot Act. Each Lender that is
subject to the Act (as hereinafter defined) and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
200 1)) (the “Act”), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act.


SECTION 10.17  Public Information. The Borrower
hereby acknowledges that (a) the Administrative Agent will make available to
the Lender Parties materials and/or information provided by or on behalf of the
Borrower hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”); and
(b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders
that do not wish to receive material non-public information with respect to the
Borrower or its securities) (each, a “Public Lender”). The Borrower
hereby agrees that so long as it is the issuer of any outstanding debt or
equity securities that are registered or are issued pursuant to a private
offering or is actively contemplating issuing any such securities (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent and the other Lender Parties to treat such
Borrower Materials as not containing any material non-public information with
respect to the Borrower or its securities for purposes of United States Federal
and state securities laws (provided, however, that to the extent
the Borrower Materials constitute non-public information, they shall be treated
as set forth in Section 10.15) (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Investor;” and (z) the Administrative Agent
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public
Investor.”


 



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


	
  

  	
  ADVANSTAR COMMUNICATIONS INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ DAVID W.
  MONTGOMERY

  
	
   

  	
   

  	
  Name:

  	
  David W. Montgomery

  
	
   

  	
   

  	
  Title:

  	
  VP—Finance, CFO & Secretary

  



 


 









 



 


	
  

  	
  CREDIT SUISSE SECURITIES (USA) LLC, 

  as Joint Lead Arranger, Joint Book Runner and Syndication Agent

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ LAURI
  SIVASLIAN

  
	
   

  	
   

  	
  Name:

  	
  Lauri Sivaslian

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 









 



 


	
  

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P., 

  as Joint Lead Arranger, Joint Book Runner and as a Lender

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM W.
  ARCHER

  
	
   

  	
   

  	
  Name:

  	
  William W. Archer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 









 



 


	
  

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

  as the Administrative Agent and a Lender

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ JUDITH E.
  SMITH

  
	
   

  	
   

  	
  Name:

  	
  Judith E. Smith

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ DOREEN
  BARR

  
	
   

  	
   

  	
  Name:

  	
  Doreen Barr

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 









 



 


	
  

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  as the Documentation Agent and as a Lender

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ KYLE R.
  HOLTZ

  
	
   

  	
   

  	
  Name:

  	
  Kyle R. Holtz

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 









 



 


	
  

  	
  NATEXIS BANQUES POPULAIRES,

  as a Lender

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ ELIZABETH
  A. HARKER

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth A. Harker

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ CYNTHIA E.
  SACHS

  
	
   

  	
   

  	
  Name:

  	
  Cynthia E. Sachs

  
	
   

  	
   

  	
  Title:

  	
  VP, Group Manager

  



 


 















 


 


SCHEDULE II


Percentages and Administrative Information


Borrower:


Advanstar Communications Inc.

131 West First Street

Duluth, MN 55802

(218)723-9200

(218) 723-9437 (Fax)

Attn:  Dave Montgomery


	
  Lender

  	
   

  	
  Revolving

  Loan Commitment

  	
   

  	
  Initial Term

  Loan

  Commitment

  	
   

  	
  Address for Notices

  (other than Notices

  relating to LIBO Rate

  Loans)

  	
   

  	
  LIBOR Office

  
	
  GOLDMAN

  SACHS CREDIT

  PARTNERS L.P.

  	
   

  	
  30%

  	
   

  	
  0%

  	
   

  	
  30 Hudson Street, 17th Floor

  Jersey City, NJ 07302
Attention: Philip Green

  Telephone: 212-357-7570

  Telecopier: 212-357-4597

  Attention: Pedro Ramirez

  Telephone: 917-343-8319

  Telecopier: 212-357-6240

  	
   

  	
  30 Hudson Street, 17th Floor

  Jersey City, NJ 07302
Attention: Philip Green

  Telephone: 212-357-7570

  Telecopier: 212-357-4597

  Attention: Pedro Ramirez

  Telephone: 917-343-8319

  Telecopier: 212-357-6240

  
	
  CREDIT SUISSE,
  CAYMAN

  ISLANDS

  BRANCH

  	
   

  	
  30%

  	
   

  	
  0%

  	
   

  	
  One Madison Avenue

  New York, NY 10010

  Attention: Thomas Lynch

  Telephone: 212-325-9205

  Telecopier: 212-325-8304

  	
   

  	
  One Madison Avenue

  New York, NY 10010

  Attention: Thomas Lynch

  Telephone: 212-325-9205

  Telecopier: 212-325-8304

  



 









 



 


 


	
  WELLS FARGO

  BANK,

  NATIONAL

  ASSOCIATION.

  	
   

  	
  30%

  	
   

  	
  0%

  	
   

  	
  90 South 7th St.

  Minneapolis, MN 55402
Attention: Kyle Holtz

  Telephone: 612-667-5558

  Telecopier: 612-667-0505

  Attention: Diane Nunberg

  Telephone: 612-667-5848

  Telecopier: 612-667-0505

  	
   

  	
  90 South 7th St.

  Minneapolis, MN 55402
Attention: Kyle Holtz

  Telephone: 612-667-5558

  Telecopier: 612-667-0505

  Attention: Diane Nunberg

  Telephone: 612-667-5848

  Telecopier: 612-667-0505

  
	
  NATEXIS

  BANQUES

  POPULAIRES

  	
   

  	
  10%

  	
   

  	
  100%

  	
   

  	
  1251 Avenue of the

  Americas, 34th Floor
New York, NY 10020
Attention: Elizabeth Harker

  Telephone: 212-872-5124

  Telecopier: 212-872-5163

  Attention: Miguel Montalvo

  Telephone: 212-872-5043

  Telecopier: 212-656-1006

  	
   

  	
  1251 Avenue of the

  Americas, 34th Floor
New York, NY 10020
Attention: Elizabeth Harker

  Telephone: 212-872-5124

  Telecopier: 212-872-5163

  Attention: Miguel Montalvo

  Telephone: 212-872-5043

  Telecopier: 212-656-1006