CBRL Group, Inc. 10-Q 05/30/06 Exhibit 10.3


    Exhibit
      10.3


    Published
      CUSIP Numbers: 

    Revolving
      Credit Advances: ______

    Term
      Advances: ______

    


     

    $1,250,000,000

     

    CREDIT
      AGREEMENT

     

    Dated
      as
      of April 27, 2006 

     

    Among

     

    CBRL
      GROUP, INC.,

    as
      Borrower,

     

    THE
      SUBSIDIARY GUARANTORS NAMED HEREIN,

     

    as
      Guarantors,

     

    THE
      LENDERS, SWING LINE BANK AND ISSUING BANKS NAMED HEREIN,

    


     

    SUNTRUST
      BANK,

    as
      Syndication Agent, 

     

    BANK
      OF AMERICA, N.A.,

    as
      Co-Documentation Agent,

     

    KEYBANK
      NATIONAL ASSOCIATION,

    as
      Co-Documentation Agent

     

    and
      

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

    as
      Administrative Agent and Collateral Agent

     

    


     

    WACHOVIA
      CAPITAL MARKETS, LLC,

    as
      Sole
      Bookrunner Manager and as Sole Lead Arranger

     

     

    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    T
      A B L
      E  O F  C O N T E N T S

     

    

      
        	
                Section

              	 	
                Page

              
	
                ARTICLE
                  I DEFINITIONS AND ACCOUNTING TERMS

              	 	
                1

              
	 	 	 
	
                SECTION
                  1.01. Certain Defined Terms

              	 	
                1

              
	
                SECTION
                  1.02. Computation of Time Periods ; Other Definitional
                  Provisions

              	 	
                25

              
	
                SECTION
                  1.03. Accounting Terms

              	 	
                25

              
	
                ARTICLE
                  11 AMOUNTS AND TERMS OF THE ADVANCES  AND
                  THE LETTERS OF CREDIT

              	 	
                 

                26

              
	 	 	 
	
                SECTION
                  2.01. The Advances and the Letters of Credit

              	 	
                26

              
	
                SECTION
                  2.02. Making the Advances

              	 	
                27

              
	
                SECTION
                  2.03. Issuance of and Drawings and Reimbursement Under Letters
                  of
                  Credit

              	 	
                30

              
	
                SECTION
                  2.04. Repayment of Advances

              	 	
                32

              
	
                SECTION
                  2.05. Termination or Reduction of the Commitments

              	 	
                34

              
	
                SECTION
                  2.06. Prepayments

              	 	
                34

              
	
                SECTION
                  2.07. Interest

              	 	
                36

              
	
                SECTION
                  2.08. Fees

              	 	
                37

              
	
                SECTION
                  2.09. Conversion of Advances

              	 	
                38

              
	
                SECTION
                  2.10. Increased Costs, Etc.

              	 	
                38

              
	
                SECTION
                  2.11. Payments and Computations

              	 	
                41

              
	
                SECTION
                  2.12. Taxes

              	 	
                43

              
	
                SECTION
                  2.13. Sharing of Payments, Etc.

              	 	
                45

              
	
                SECTION
                  2.14. Use of Proceeds

              	 	
                46

              
	
                SECTION
                  2.15. Defaulting Lenders

              	 	
                46

              
	
                SECTION
                  2.16. Evidence of Debt

              	 	
                48

              
	
                SECTION
                  2.17. Replacement of Lenders

              	 	
                49

              
	
                ARTICLE
                  III CONDITIONS OF LENDING AND ISSUANCES OF  LETTERS
                  OF CREDIT

              	 	
                 

                50

              
	 	 	 
	
                SECTION
                  3.01. Conditions Precedent to Effectiveness

              	 	
                50

              
	
                SECTION
                  3.02. Conditions Precedent to Initial Extension of Credit

              	 	
                53

              
	
                SECTION
                  3.03. Conditions Precedent to Each Borrowing and Issuance and
                  Renewal

              	 	
                54

              
	
                SECTION
                  3.04. Determinations under Section 3.01 and 3.02

              	 	
                54

              
	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES

              	 	
                55

              
	 	 	 
	
                SECTION
                  4.01. Representations and Warranties of the Loan Parties

              	 	
                55

              
	
                ARTICLE
                  V COVENANTS OF THE LOAN PARTIES

              	 	
                61

              
	 	 	 
	
                SECTION
                  5.01. Affirmative Covenants

              	 	
                61

              
	
                SECTION
                  5.02. Negative Covenants

              	 	
                65

              
	
                SECTION
                  5.03. Reporting Requirements

              	 	
                75

              
	
                SECTION
                  5.04. Financial Covenants

              	 	
                77

              
	
                ARTICLE
                  VI EVENTS OF DEFAULT

              	 	
                78

              
	 	 	 
	
                SECTION
                  6.01. Events of Default

              	 	
                78

              
	
                SECTION
                  6.02. Actions in Respect of the Letters of Credit upon
                  Default

              	 	
                80

              
	
                ARTICLE
                  VII THE AGENTS

              	 	
                81

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
 

      
        	 	 	 
	
                SECTION
                  7.01. Authorization and Action

              	 	
                81

              
	
                SECTION
                  7.02. Agents’ Reliance, Etc.

              	 	
                82

              
	
                SECTION
                  7.03. Wachovia and Affiliates

              	 	
                82

              
	
                SECTION
                  7.04. Lender Party Credit Decision

              	 	
                83

              
	
                SECTION
                  7.05. Indemnification

              	 	
                83

              
	
                SECTION
                  7.06. Successor Agents

              	 	
                84

              
	
                SECTION
                  7.07. Administrative Agent May File proofs of Claim

              	 	
                84

              
	
                SECTION
                  7.08. Collateral and Guaranty Matters

              	 	
                85

              
	
                SECTION
                  7.09. Other Agents ; Arrangers and Managers

              	 	
                85

              
	
                ARTICLE
                  VIII GUARANTY

              	 	
                85

              
	 	 	 
	
                SECTION
                  8.01. Guaranty ; Limitation of Liability

              	 	
                86

              
	
                SECTION
                  8.02. Guaranty Absolute

              	 	
                86

              
	
                SECTION
                  8.03. Waivers and Acknowledgments

              	 	
                87

              
	
                SECTION
                  8.04. Payments Free and Clear of Taxes, Etc.

              	 	
                88

              
	
                SECTION
                  8.05. Continuing Guaranty ; Assignments

              	 	
                88

              
	
                SECTION
                  8.06. Subrogation

              	 	
                88

              
	
                SECTION
                  8.07. Guaranty Supplements

              	 	
                89

              
	
                SECTION
                  8.08. Subordination

              	 	
                89

              
	
                ARTICLE
                  IX MISCELLANEOUS

              	 	
                90

              
	 	 	 
	
                SECTION
                  9.01. Amendments, etc.

              	 	
                90

              
	
                SECTION
                  9.02. Notices, Etc.

              	 	
                92

              
	
                SECTION
                  9.03. No Waiver ; Remedies

              	 	
                93

              
	
                SECTION
                  9.04. Costs and Expenses

              	 	
                93

              
	
                SECTION
                  9.05. Right of Set-off

              	 	
                95

              
	
                SECTION
                  9.06. Binding Effect

              	 	
                95

              
	
                SECTION
                  9.07. Assignments and Participations

              	 	
                95

              
	
                SECTION
                  9.08. Execution in Counterparts

              	 	
                100

              
	
                SECTION
                  9.09. No Liability of the Issuing Bank

              	 	
                100

              
	
                SECTION
                  9.10. Confidentiality

              	 	
                100

              
	
                SECTION
                  9.11. Release of Collateral

              	 	
                100

              
	
                SECTION
                  9.12. Patriot Act Notice

              	 	
                101

              
	
                SECTION
                  9.13. Jurisdiction, Etc.

              	 	
                101

              
	
                SECTION
                  9.14. GOVERNING LAW

              	 	
                101

              
	
                SECTION
                  9.15. WAIVER OF JURY TRIAL

              	 	
                102

              


      

    

    

       

    

    
      
        ii

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULES

     

    Schedule
      I  
- Guarantors

    Schedule
      4.01(b) - Subsidiaries

    Schedule
      4.01(d) - Authorizations,
      Approvals, Actions, Notices and Filings

    Schedule
      4.01(f) - Disclosed
      Litigation

    Schedule
      4.01(p) - ERISA
      Plans, Multiemployer Plans and Welfare Plans

    Schedule
      4.01(q) - Environmental
      Disclosure

    Schedule
      4.01(r) - Open
      Years

    Schedule
      4.01(t) - Existing
      Debt

    Schedule
      4.01(u) - Surviving
      Debt

    Schedule
      4.01(v) - Liens

    Schedule
      4.01(w) - Owned
      Real Property

    Schedule
      4.01(x) - Leased
      Real Property (Lessee)

    Schedule
      4.01(y) - Leased
      Real Property (Lessor)

    Schedule
      4.01(z)  - Investments

    Schedule
      4.01(aa) - Intellectual
      Property

    


    


    EXHIBITS

    Exhibit
      A-1  - Form
      of
      Revolving Credit Note

    Exhibit
      A-2  - Form
      of
      Term Note

    Exhibit
      B  - Form
      of
      Notice of Borrowing

    Exhibit
      C-1  - Form
      of
      Lender Addendum

    Exhibit
      C-2  - Form
      of
      Assignment and Acceptance

    Exhibit
      D     - Form
      of
      Pledge Agreement

    Exhibit
      E     - Form
      of
      Guaranty Supplement

    Exhibit
      F     - Form
      of
      Solvency Certificate

    Exhibit
      G     - Form
      of
      Opinion of Counsel to the Loan Parties

    


     

     


    
      
        
          iii

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    CREDIT
      AGREEMENT

     

    CREDIT
      AGREEMENT, dated as of April 27, 2006, among CBRL GROUP, INC., a Tennessee
      corporation (the “Borrower”),
      the
      Guarantors (as hereinafter defined), the Lenders (as hereinafter defined),
      the
      Issuing Bank (as hereinafter defined), the Swing Line Bank (as hereinafter
      defined), SUNTRUST BANK, as syndication agent, BANK OF AMERICA, N.A., as
      co-documentation agent, KEYBANK
      NATIONAL ASSOCIATION,
      as
      co-documentation agent, WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”),
      as
      collateral agent (together with any successor collateral agent appointed
      pursuant to Article VII, in such capacity, the “Collateral
      Agent”)
      for
      the Secured Parties (as hereinafter defined), Wachovia, as administrative agent
      (together with any successor administrative agent appointed pursuant to Article
      VII, in such capacity, the “Administrative
      Agent”
and,
      together with the Collateral Agent, the “Agents”)
      for
      the Lender Parties (as hereinafter defined), and
      WACHOVIA CAPITAL MARKETS, LLC, as Sole Bookrunner Manager and Sole Lead Arranger
      (in such capacities, the “Arranger”).
      

     

    PRELIMINARY
      STATEMENTS:

     

    1.  The
      Borrower intends to repurchase a portion of its outstanding common stock (the
      “Repurchase”),
      as
      described in the Tender Offer Documents (as defined below), in an aggregate
      amount for the Repurchase not to exceed $775 million. 

     

    2.  The
      Borrower has requested that (a) the Lender Parties lend to the Borrower up
      to
      $800 million pursuant to a term facility under this Agreement, at least $700
      million of which shall be used to finance the Repurchase, to refinance all
      Existing Debt (as hereinafter defined) of the Borrower and its Subsidiaries,
      other than Surviving Debt (including existing Capitalized Leases and Convertible
      Notes (each as hereinafter defined)) (collectively, the “Refinancing”),
      and
      to pay fees, expenses, and costs related thereto, and the balance of such
      proceeds shall be used from time to time to purchase additional shares of the
      Borrower’s outstanding common stock, (b) the Lender Parties lend to the Borrower
      up to $200 million pursuant to a delayed draw term facility under this
      Agreement, which may be used to acquire or refinance the Borrower’s 3.0%
      Zero-Coupon Contingently Convertible Senior Notes (the “Convertible
      Notes”)
      and
      for other general corporate purposes and (c) from time to time, the Lender
      Parties lend to the Borrower and issue Letters of Credit for the account of
      the
      Borrower to provide working capital for and for other general corporate purposes
      of the Borrower and its Subsidiaries, pursuant to the Revolving Credit
      Commitments hereunder and in accordance with the terms of this Agreement. The
      Lender Parties have indicated their willingness to agree to lend such amounts
      and provide such Letters of Credit, but only on the terms and conditions of
      this
      Agreement, including the granting of the Collateral pursuant to the Collateral
      Documents and the making of the guarantees pursuant to Article VIII
      hereof.

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants and
      agreements contained herein, the parties hereto hereby agree as
      follows:

     

     

    ARTICLE
      I  

     

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    SECTION
      1.01.   Certain
      Defined Terms.
      As used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Administrative
      Agent”
has
      the
      meaning specified in the recital of parties to this Agreement.

     

    “Administrative
      Agent’s Account”
means
      the account of the Administrative Agent specified by the Administrative Agent
      in
      writing to the Lender Parties from time to time.

     

    “Advance”
means
      a
      Term B-1 Advance, a Term B-2 Advance, a Revolving Credit Advance, a Swing Line
      Advance or a L/C Credit Extension.

     

    “Affiliate”
means,
      as to any Person, any other Person that, directly or indirectly, controls,
      is
      controlled by or is under common control with such Person or is a director
      or
      officer of such Person. For purposes of this definition, the term “control”
(including the terms “controlling”, “controlled by” and “under common control
      with”) of a Person means the possession, direct or indirect, of the power to
      vote 10% or more of the Voting Interests of such Person or to direct or cause
      the direction of the management and policies of such Person, whether through
      the
      ownership of Voting Interests, by contract or otherwise.

     

    “Agents”
has
      the
      meaning specified in the recital of parties to this Agreement.

     

    “Agreement”
means
      this Credit Agreement, as amended.

     

    “Agreement
      Value”
means,
      for each Hedge Agreement, on any date of determination, an amount determined
      by
      the Administrative Agent equal to (a) in the case of a Hedge Agreement
      documented pursuant to the Master Agreement (Multicurrency-Cross Border)
      published by the International Swap and Derivatives Association, Inc. (the
      “Master
      Agreement”),
      the
      amount, if any, that would be payable by any Loan Party or any of its
      Subsidiaries to its counterparty to such Hedge Agreement, as if (i) such Hedge
      Agreement was being terminated early on such date of determination, (ii) such
      Loan Party or Subsidiary was the sole “Affected Party”(as defined in the Master
      Agreement), and (iii) the Administrative Agent was the sole party determining
      such payment amount (with the Administrative Agent making such determination
      pursuant to the provisions of the form of Master Agreement); or (b) in the
      case
      of a Hedge Agreement traded on an exchange, the mark-to-market value of such
      Hedge Agreement, which will be the unrealized loss on such Hedge Agreement
      to
      the Loan Party or Subsidiary of a Loan Party that is a party to such Hedge
      Agreement determined by the Administrative Agent based on the settlement price
      of such Hedge Agreement on such date of determination, or (c) in all other
      cases, the mark-to-market value of such Hedge Agreement, which will be the
      unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of
      a
      Loan Party that is a party to such Hedge Agreement determined by the
      Administrative Agent as the amount, if any, by which (i) the present value
      of
      the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii)
      the present value of the future cash flows to be received by such Loan Party
      or
      Subsidiary pursuant to such Hedge Agreement.

     

    “Applicable
      Lending Office”
means,
      with respect to each Lender Party, such Lender Party’s Domestic Lending Office
      in the case of a Base Rate Advance and such Lender Party’s Eurodollar Lending
      Office in the case of a Eurodollar Rate Advance.

     

    “Applicable
      Percentage”
means
      (a) in respect of (i) each Term Facility, 0.50% per annum for Base Rate Advances
      and 1.50% per annum for Eurodollar Rate Advances, (ii) the Revolving Credit
      Facility, for the period from the Effective Date until the end of the first
      full
      fiscal quarter after the Effective Date, 0.50% per annum for Base Rate Advances
      and 1.50% per annum for Eurodollar Rate Advances, (iii) the Revolving Credit
      Commitment Fee, for the period from the Effective Date until the end of the
      first full
      fiscal quarter after the Effective Date, 0.25% per annum and (iv) Delayed Draw
      Commitment Fee, 0.75% per annum; and (b) in respect of the Revolving Credit
      Facility and the Revolving Credit Commitment Fee, for any time subsequent to
      the
      first full fiscal quarter after the Effective Date, the respective percentage
      per annum determined by reference to the Consolidated Total Leverage Ratio
      as
      set forth below:

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Consolidated
                Total Leverage Ratio

            	
              Eurodollar
                

              Rate
                Advance

            	
              Base
                Rate Advance

            	
              Revolving
                Credit Commitment Fee

            
	
              Level
                I:
                > 4.00

            	
              1.75%

            	
              0.75%

            	
              0.375%

            
	
              Level
                II:
                > 3.00 but ≤ 4.00

            	
              1.50%

            	
              0.50%

            	
              0.250%

            
	
              Level
                III:
                > 2.00 but ≤ 3.00

            	
              1.25%

            	
              0.25%

            	
              0.200%

            
	
              Level
                IV:
≤
                2.00

            	
              1.00%

            	
              0.00%

            	
              0.150%

            


    

    


    Pursuant
      to clause (b) above, in respect of the Revolving Credit Facility and the
      Revolving Credit Commitment Fee, for any time after the first full fiscal
      quarter after the Effective Date, the Applicable Percentage for each Base Rate
      Advance and the Revolving Credit Commitment Fee shall be determined by reference
      to the Consolidated Total Leverage Ratio in effect from time to time and the
      Applicable Percentage for each Eurodollar Rate Advance shall be determined
      by
      reference to the Consolidated Total Leverage Ratio in effect on the first day
      of
      each Interest Period for such Advance; provided,
      however,
      that
      (A) no change in the Applicable Percentage shall be effective until three
      Business Days after the date on which the Administrative Agent receives the
      certificate of the Chief Financial Officer of the Borrower delivered pursuant
      to
      Section 5.03(b) or (c), as the case may be, and (B) the Applicable Percentage
      shall be at Level I (in the case of the Revolving Credit Facility and the
      Revolving Credit Commitment Fee) for so long as (x) the Borrower has not
      submitted to the Administrative Agent the information described in clause (A)
      of
      this proviso as and when required under Section 5.03(b) or (c), as the case
      may
      be or (y) an Event of Default has occurred and is continuing.

     

    “Appropriate
      Lender”
means,
      at any time, with respect to (a) either of the Term Facility or the
      Revolving Credit Facility, a Lender that has a Commitment with respect to such
      Facility at such time, (b) the Letter of Credit Facility, (i) the Issuing
      Bank and (ii) if the other Revolving Credit Lenders have made L/C Credit
      Extensions pursuant to Section 2.03(c) that are outstanding at such time,
      each such other Revolving Credit Lender and (c) the Swing Line Facility,
      (i) the Swing Line Bank and (ii) if the other Revolving Credit Lenders have
      made Swing Line Advances pursuant to Section 2.02(b) that are outstanding
      at such time, each such other Revolving Credit Lender.

     

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

     

    “Arranger”
has
      the
      meaning specified in the recital of parties to this Agreement.

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Assignment
      and Acceptance”
means
      an assignment and acceptance entered into by a Lender Party and an Eligible
      Assignee (with the consent of any party whose consent is required by Section
      9.07 or the definition of “Eligible
      Assignee”),
      and
      accepted by the Administrative Agent, in accordance with Section 9.07 and
      in substantially the form of Exhibit C-2 hereto or any other form approved
      by the Administrative Agent.

     

    “Available
      Amount”
of
      any
      Letter of Credit means, at any time, the maximum amount available to be drawn
      under such Letter of Credit at such time (assuming compliance at such time
      with
      all conditions to drawing).

     

    “Bankruptcy
      Law”
means
      Title II, U.S. Code, or any similar foreign, federal or state law for the relief
      of debtors under which a proceeding of the type referred to in Section 6.01(f)
      could be commenced or maintained.

     

    “Base
      Rate”
means
      a
      fluctuating interest rate per annum in effect from time to time, which rate
      per
      annum shall at all times be equal to the higher of:

     

    (a)  the
      rate
      of interest established by Wachovia in Charlotte, North Carolina from time
      to
      time as Wachovia’s prime rate; and

     

    (b)  1⁄2
of
      1%
      per annum above the Federal Funds Rate.

     

    The
      Base
      Rate is not intended to be nor will it necessarily be the lowest rate of
      interest extended by Wachovia to its customers.

     

    “Base
      Rate Advance”
means
      an Advance that bears interest as provided in
      Section 2.07(a)(i).

     

    “Borrower”
has
      the
      meaning specified in the recital of parties to this Agreement.

     

    “Borrower’s
      Account”
means
      the account of the Borrower specified by the Borrower in writing to the
      Administrative Agent from time to time.

     

    “Borrowing”
means
      a
      Term Borrowing, a Revolving Credit Borrowing or a Swing Line
      Borrowing.

     

    “Business
      Day”
means
      a
      day of the year on which banks are not required or authorized by law to close
      in
      New York, New York or Charlotte, North Carolina and, if the applicable
      Business Day relates to any Eurodollar Rate Advances, on which dealings are
      carried on in the London interbank market.

     

    “Capital
      Expenditures”
means,
      for any Person for any period, the sum of, without duplication, (a) all
      expenditures made, directly or indirectly, by such Person or any of its
      Subsidiaries during such period for equipment, fixed assets, real property
      or
      improvements, or for replacements or substitutions therefor or additions
      thereto, that have been or should be, in accordance with GAAP, reflected as
      additions to property, plant or equipment on a consolidated balance sheet of
      such Person plus
      (b) the
      aggregate principal amount of all Debt (including Obligations under Capitalized
      Leases) assumed or incurred in connection with any such expenditures
minus
      (c) the
      aggregate amount of proceeds of sales, transfers or other dispositions of assets
      received by such Person during such period. For purposes of this definition,
      the
      purchase price of equipment that is purchased simultaneously with the trade-in
      of existing equipment or with insurance proceeds shall be included in Capital
      Expenditures only to the extent of the gross amount of such purchase price
      less
      the credit granted by the seller of such equipment for the equipment being
      traded in at such time or the amount of such insurance proceeds, as the case
      may
      be. 

     

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Capitalized
      Leases”
means
      all leases that have been or should be, in accordance with GAAP, recorded as
      capitalized leases and under which the Borrower or any of its Subsidiaries
      is
      the lessee or obligor, excluding, in the event of a change in GAAP, leases
      originally and properly recorded as operating leases under GAAP, which leases
      will continue to be treated as operating leases, and excluding, in any event,
      ground leases.

     

    “Cash
      Equivalents”
means
      any of the following, to the extent owned by the Borrower or any of its
      Subsidiaries free and clear of all Liens other than Liens created under the
      Collateral Documents and having a maturity of not greater than one year from
      the
      date of issuance thereof: (a) readily marketable direct obligations of the
      Government of the United States or any agency or instrumentality thereof or
      obligations unconditionally guaranteed by the full faith and credit of the
      Government of the United States, (b) insured certificates of deposit of or
      time deposits with any commercial bank that (i) is a Lender Party or a member
      of
      the Federal Reserve System, (ii) issues (or the parent of which issues)
      commercial paper rated as described in clause (c) below, (iii) is organized
      under the laws of the United States or any State thereof and (iv) has combined
      capital and surplus of at least $1 billion, (c) commercial paper issued by
      any corporation organized under the laws of any State of the United States
      and
      rated at least “Prime-2” (or the then equivalent grade) by Moody’s or “A-2” (or
      the then equivalent grade) by S&P, (d) Investments, classified in
      accordance with GAAP as Current Assets of the Borrower or any of its
      Subsidiaries, in money market investment programs registered under the
      Investment Company Act of 1940, as amended, which are administered by financial
      institutions that have the highest rating obtainable from either Moody’s or
      S&P, and the portfolios of which are limited solely to Investments of the
      character, quality and maturity described in clauses (a), (b) and (c) of
      this definition, or (e) any repurchase agreement entered into with either any
      Lender Party or any other commercial banking institution of the nature referred
      to in clause (b), secured by a fully perfected Lien in any obligation of the
      type described in any of clauses (a) through (c), having a market value at
      the
      time such repurchase agreement is entered into of not less than 100% of the
      repurchase obligation thereunder of such Lender Party or other commercial
      banking institution.

     

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

     

    “CERCLIS”
means
      the Comprehensive Environmental Response, Compensation and Liability Information
      System maintained by the U.S. Environmental Protection Agency.

     

    “CFC”
means
      an entity that is a controlled foreign corporation under Section 957 of the
      Internal Revenue Code.

     

    “Change
      of Control”
means
      the occurrence of any of the following: (a) during any period of up to 24
      consecutive months, commencing before or after the date of this Agreement,
      Continuing Directors shall cease to constitute a majority of the board of
      directors of the Borrower because they are neither (i) nominated by those
      Persons on the Borrower’s board of directors on the Closing Date nor (ii)
      appointed by directors so nominated; or (b) any Person or two or more Persons
      acting in concert shall have acquired beneficial ownership (within the meaning
      of Rule 13d-3 of the Securities and Exchange Commission under the Securities
      Exchange Act of 1934), directly or indirectly, of Equity or Voting Interests
      of
      the Borrower (or other securities convertible into such Equity or Voting
      Interests) representing 25% or more of the combined voting power of all Equity
      or Voting Interests of the Borrower; or (c) any Person or two or more
      Persons acting in concert shall have acquired by contract or otherwise, or
      shall
      have entered into a contract or arrangement that, upon consummation, will result
      in its or their acquisition of the power to exercise, directly or indirectly,
      a
      controlling influence over the management or policies of the Borrower; or (d)
      the occurrence of a “change of control”, “change in control” or similar
      circumstance under any material debt instrument of the Borrower.

     

    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Collateral”
means
      all “Collateral” referred to in the Collateral Documents and all other property
      that is or is intended to be subject to any Lien in favor of the Collateral
      Agent for the benefit of the Secured Parties.

     

    “Collateral
      Account”
means
      an interest bearing account of the Borrower to be designated by the Borrower
      as
      the Collateral Account and maintained with the Collateral Agent.

     

    “Collateral
      Agent”
has
      the
      meaning specified in the recital of parties to this Agreement.

     

    “Collateral
      Agent’s Office”
means,
      with respect to the Collateral Agent or any successor Collateral Agent, the
      office of such Agent as such Agent may from time to time specify to the Borrower
      and the Administrative Agent.

     

    “Collateral
      Documents”
means
      the Pledge Agreement, each of the collateral documents, instruments and
      agreements delivered pursuant to Section 5.01(j) or (k), and any other agreement
      that creates or purports to create or perfect a Lien in favor of the Collateral
      Agent for the benefit of the Secured Parties, including under any supplement
      to
      the Pledge Agreement.

     

    “Commitment”
means
      a
      Term B-1 Commitment, a Term B-2 Commitment, a Revolving Credit Commitment or
      a
      Letter of Credit Commitment.

     

    “Confidential
      Information”
means
      information that any Loan Party furnishes to any Agent or any Lender Party
      in a
      writing designated as confidential, but does not include any such information
      that is or becomes generally available to the public other than as a result
      of a
      breach by such Agent or any Lender Party of its obligations hereunder or that
      is
      or becomes available to such Agent or such Lender Party from a source other
      than
      the Loan Parties that is not, to the best of such Agent’s or such Lender Party’s
      knowledge, by making such information available to such Agent or such Lender
      Party, acting in violation of a confidentiality agreement with any of the Loan
      Parties.

     

    “Consolidated
      Debt for Borrowed Money”
of
      any
      Person means, at any date of determination, the sum of (a) all items that,
      in
      accordance with GAAP, would be classified as indebtedness on a consolidated
      balance sheet of such Person at such date, excluding, in the event of a change
      in GAAP, leases originally and properly recorded as operating leases under
      GAAP,
      which leases will continue to be treated as operating leases, and (b) all
      Synthetic Debt of such Person at such date. The term “Consolidated Debt for
      Borrowed Money” shall not include Obligations of such Person under bankers’
acceptances, letters of credit or similar facilities.

     

    “Consolidated
      EBITDA”
means,
      for any period , the sum of (all determined on a consolidated basis for the
      Borrower and its Subsidiaries in accordance with GAAP for the most recently
      completed Measurement Period): (a) net income (or net loss), plus
      (b)
      without duplication and to the extent deducted in determining such net income
      (or net loss), the sum of (i) interest expense, (ii) income tax expense, (iii)
      depreciation and amortization expense and (iv) any other non-cash deductions,
      including non-cash compensation and non-cash impairment charges (other than
      any
      deductions which require or represent the accrual of a reserve for the payment
      of cash charges in any future period or amortization of a prepaid cash expense
      that was paid in a prior Measurement Period), in each case of the Borrower
      and
      its Subsidiaries, minus
      (c)
      without duplication and to the extent included in determining such net income
      (or net loss), the sum of (i) any non-cash gains and (ii) any gains (or plus
      losses) realized in connection with any disposition of property (other than
      any
      gains which represent the reversal of a reserve accrued for the payment of
      cash
      charges in any future Measurement Period and any gains from sales of inventory
      in the ordinary course of business). 

     

     

    
      
        6

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Consolidated
      Interest Coverage Ratio”
means,
      for any Measurement Period, the ratio of (a) Consolidated EBITDA to (b) cash
      interest payable on all Consolidated Debt for Borrowed Money, in each case,
      of
      or by the Borrower and its Subsidiaries for or during such Measurement Period;
      provided
      that,
      for purposes of determining the amount in clause (b) above in the calculation
      of
      the Consolidated Interest Coverage Ratio (i) for the Measurement Period ending
      July 28, 2006, the amount in clause (b) shall equal cash interest payable on
      all
      Consolidated Debt for Borrowed Money, in each case of the Borrower and its
      Subsidiaries for the fiscal quarter ending July 28, 2006, multiplied by four,
      (ii) for the Measurement Period ending October 27, 2006, the amount in clause
      (b) shall equal cash interest payable on all Consolidated Debt for Borrowed
      Money, in each case of the Borrower and its Subsidiaries for the two fiscal
      quarters ending October 27, 2006, multiplied by two and (iii) for the
      Measurement Period ending January 26, 2007, the amount in clause (b) shall
      equal
      cash interest payable on all Consolidated Debt for Borrowed Money, in each
      case
      of the Borrower and its Subsidiaries for the three fiscal quarters ending
      January 26, 2007, multiplied by 4/3.

     

    “Consolidated
      Total Leverage Ratio”
means,
      at any date of determination, the ratio of (a) Consolidated Debt for Borrowed
      Money of the Borrower and its Subsidiaries at such date to (b) Consolidated
      EBITDA of the Borrower and its Subsidiaries for the most recently completed
      Measurement Period.

     

    “Continuing
      Directors”
means
      the directors of the Borrower on the date hereof and each other director if,
      in
      each case, such other director’s nomination for election to the board of
      directors of the Borrower is recommended by at least a majority of the then
      Continuing Directors.

     

    “Conversion”,
      “Convert”
and
      “Converted”
each
      refer to a conversion of Advances of one Type into Advances of the other Type
      pursuant to Section 2.09 or 2.10.

     

    “Convertible
      Notes”
has
      the
      meaning specified in the Preliminary Statements.

     

    “Cracker
      Barrel”
means
      Cracker Barrel Old Country Store, Inc., a Subsidiary of the Borrower as of
      the
      date hereof.

     

    “Current
      Assets”
of
      any
      Person means all assets of such Person that would, in accordance with GAAP,
      be
      classified as current assets of a company conducting a business the same as
      or
      similar to that of such Person, after deducting adequate reserves in each case
      in which a reserve is proper in accordance with GAAP.

     

    
      “Debt”
of
        any
        Person means, without duplication, (a) all Consolidated Debt for Borrowed
        Money,
        (b) all Obligations of such Person for the deferred purchase price of property
        or services (other than trade payables not overdue by more than 60 days incurred
        in the ordinary course of such Person’s business), (c) all Obligations of such
        Person evidenced by notes, bonds, debentures or other similar instruments,
        (d)
        all Obligations of such Person created or arising under any conditional sale
        or
        other title retention agreement with respect to property acquired by such
        Person
        (even though the rights and remedies of the seller or lender under such
        agreement in the event of default are limited to repossession or sale of
        such
        property), (e) all Obligations of such Person as lessee under Capitalized
        Leases, (f) all Obligations of such Person under acceptance, letter of credit
        or
        similar facilities, (g) all Obligations of such Person to purchase, redeem,
        retire, defease or otherwise make any payment in respect of any Equity Interests
        in such Person or any other Person or any warrants, rights or options to
        acquire
        such Equity Interests, valued, in the case of Redeemable Preferred Interests,
        at
        the greater of its voluntary or involuntary liquidation preference plus
        accrued
        and unpaid dividends, other than amounts due for a period not exceeding five
        (5)
        Business Days for the purchase of the Borrower’s outstanding common stock as
        permitted by this Agreement, (h) all Obligations of such Person in respect
        of
        Hedge Agreements, valued at the Agreement Value thereof, (i) all Synthetic
        Debt
        of such Person, (j) Obligations under direct or indirect guaranties in respect
        of, and Obligations (contingent or otherwise) to purchase or otherwise acquire,
        or otherwise to assure a creditor against loss in respect of, Debt of any
        other
        Person of the kinds referred to in clauses (a) through (i) above and (k)
        all
        Debt referred to in clauses (a) through (i) above of another Person secured
        by
        (or for which the holder of such Debt has an existing right, contingent or
        otherwise, to be secured by) any Lien on property (including, without
        limitation, accounts and contract rights) owned by such Person, even though
        such
        Person has not assumed or become liable for the payment of such Debt. The
        amount
        of any Debt referred to in clause (j) shall be deemed to be an amount equal
        to
        the stated or determinable amount of the related primary obligation, or portion
        thereof, in respect of which such Debt is made or, if not stated or
        determinable, the maximum reasonably anticipated liability in respect thereof
        as
        determined by the guaranteeing Person in good faith.

       

      
        
          7

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Default”
means
        any Event of Default specified in Section 6.01 or any event that would
        constitute an Event of Default but for the passage of time or the requirement
        that written notice be given or both.

       

      “Default
        Interest”
has
        the
        meaning specified in Section 2.07(b).

       

      “Defaulted
        Advance”
means,
        with respect to any Lender Party at any time, the portion of any Advance
        required to be made by such Lender Party to the Borrower pursuant to
        Section 2.01 or 2.02 at or prior to such time that has not been made by
        such Lender Party or by the Administrative Agent for the account of such
        Lender
        Party pursuant to Section 2.02(e) as of such time.

       

      “Defaulted
        Amount”
means,
        with respect to any Lender Party at any time, any amount required to be paid
        by
        such Lender Party to any Agent or any other Lender Party hereunder or under
        any
        other Loan Document at or prior to such time that has not been so paid as
        of
        such time, including, without limitation, any amount required to be paid
        by such
        Lender Party to (a) the Swing Line Bank pursuant to Section 2.02(b) to purchase
        a portion of a Swing Line Advance made by the Swing Line Bank, (b) the Issuing
        Bank pursuant to Section 2.03(c) to purchase a portion of a L/C Credit
        Extension made by the Issuing Bank, (c) the Administrative Agent pursuant
        to Section 2.02(e) to reimburse the Administrative Agent for the amount of
        any Advance made by the Administrative Agent for the account of such Lender
        Party, (d) any other Lender Party pursuant to Section 2.13 to purchase
        any participation in Advances owing to such other Lender Party and (e) any
        Agent or the Issuing Bank pursuant to Section 7.05 to reimburse such Agent
        or the Issuing Bank for such Lender Party’s ratable share of any amount required
        to be paid by the Lender Parties to such Agent or the Issuing Bank as provided
        therein. In the event that a portion of a Defaulted Amount shall be deemed
        paid
        pursuant to Section 2.15(a), the remaining portion of such Defaulted Amount
        shall be considered a Defaulted Amount originally required to be paid hereunder
        or under any other Loan Document on the same date as the Defaulted Amount
        so
        deemed paid in part.

       

    

     

     

     

     

     

     

     

     

    
      
        8

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    “Defaulting
      Lender”
means,
      at any time, any Lender Party that, at such time, (a) owes a Defaulted
      Advance or a Defaulted Amount or (b) shall take any action or be the
      subject of any action or proceeding of a type described in
      Section 6.01(f).

     

    “Delayed
      Draw Commitment Fee”
has
      the
      meaning specified in Section 2.08(a)(ii).

     

    “Disclosed
      Litigation”
has
      the
      meaning specified in Section 3.01(f).

     

    “Domestic
      Lending Office”
means,
      with respect to any Lender Party, the office of such Lender Party specified
      as
      its “Domestic Lending Office” in the Lender Addendum delivered by such Lender
      Party or in the Assignment and Acceptance pursuant to which it became a Lender
      Party, as the case may be, or such other office of such Lender Party as such
      Lender Party may from time to time specify to the Borrower and the
      Administrative Agent.

     

    “Effective
      Date”
has
      the
      meaning specified in Section 3.01. 

     

    “Eligible
      Assignee”
means
      (a) a Lender Party; (b) an Affiliate of a Lender Party; (c) an Approved Fund,
      (d) any Federal Reserve Bank, and (e) any other Person (other than an
      individual) approved by (i) the Administrative Agent, and (ii) in the case
      of an
      assignment of a Revolving Credit Commitment, (x) the Issuing Bank and (y) unless
      an Event of Default has occurred and is continuing, the Borrower (each such
      approval not to be unreasonably withheld, delayed or conditioned); provided,
      however,
      that
      neither any Loan Party nor any Affiliate of a Loan Party shall qualify as an
      Eligible Assignee under this definition.

     

    “Environmental
      Action”
means
      any action, suit, demand, demand letter, claim, notice of non-compliance or
      violation, notice of liability or potential liability, investigation,
      proceeding, consent order or consent agreement relating in any way to any
      Environmental Law, any Environmental Permit or Hazardous Material or arising
      from alleged injury or threat to health, safety or the environment, including,
      without limitation, (a) by any governmental or regulatory authority for
      enforcement, cleanup, removal, response, remedial or other actions or damages
      and (b) by any governmental or regulatory authority or third party for
      damages, contribution, indemnification, cost recovery, compensation or
      injunctive relief.

     

    “Environmental
      Law”
means
      any federal, state, local or foreign statute, law, ordinance, rule, regulation,
      code, order, writ, judgment, injunction, decree or judicial or agency
      interpretation, policy or guidance relating to pollution or protection of the
      environment, health, safety or natural resources, including, without limitation,
      those relating to the use, handling, transportation, treatment, storage,
      disposal, release or discharge of Hazardous Materials.

     

    “Environmental
      Permit”
means
      any permit, approval, identification number, license or other authorization
      required under any Environmental Law.

     

    “Equity
      Interests”
means,
      with respect to any Person, shares of capital stock of (or other ownership
      or
      profit interests in) such Person, warrants, options or other rights for the
      purchase or other acquisition from such Person of shares of capital stock of
      (or
      other ownership or profit interests in) such Person, securities convertible
      into
      or exchangeable for shares of capital stock of (or other ownership or profit
      interests in) such Person or warrants, rights or options for the purchase or
      other acquisition from such Person of such shares (or such other interests),
      and
      other ownership or profit interests in such Person (including, without
      limitation, partnership, member or trust interests therein), whether voting
      or
      nonvoting, and whether or not such shares, warrants, options, rights or other
      interests are authorized or otherwise existing on any date of
      determination.

     

     

    
      
        9

      

      
        
        

        
          

        

      

      
        
        

      

    

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and the regulations promulgated and rulings issued
      thereunder.

     

    “ERISA
      Affiliate”
means
      any Person that for purposes of Title IV of ERISA is a member of the
      controlled group of any Loan Party, or under common control with any Loan Party,
      within the meaning of Section 414 of the Internal Revenue
      Code.

     

    “ERISA
      Event”
means
      (a)(i) the occurrence of a reportable event, within the meaning of Section
      4043
      of ERISA, with respect to any Plan unless the 30 day notice requirement with
      respect to such event has been waived by the PBGC or (ii) the requirements
      of
      Section 4043(b) of ERISA apply with respect to a contributing sponsor, as
      defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described
      in
      paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
      reasonably expected to occur with respect to such Plan within the following
      30
      days; (b) the application for a minimum funding waiver with respect to a Plan;
      (c) the provision by the administrator of any Plan of a notice of intent to
      terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any
      such
      notice with respect to a plan amendment referred to in Section 4041(e) of
      ERISA); (d) the cessation of operations at a facility of any Loan Party or
      any
      ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA;
      (e)
      the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer
      Plan during a plan year for which it was a substantial employer, as defined
      in
      Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under
      Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the
      adoption of an amendment to a Plan requiring the provision of security to such
      Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
      proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
      occurrence of any event or condition described in Section 4042 of ERISA that
      constitutes grounds for the termination of, or the appointment of a trustee
      to
      administer, such Plan.

     

    “Escrow
      Bank”
has
      the
      meaning specified in Section 2.15(c).

     

    “Eurocurrency
      Liabilities”
has
      the
      meaning specified in Regulation D of the Board of Governors of the Federal
      Reserve System, as in effect from time to time.

     

    “Eurodollar
      Lending Office”
means,
      with respect to any Lender Party, the office of such Lender Party specified
      as
      its “Eurodollar Lending Office” in the Lender Addendum delivered by such Lender
      Party or in the Assignment and Acceptance pursuant to which it became a Lender
      Party (or, if no such office is specified, its Domestic Lending Office), or
      such
      other office of such Lender Party as such Lender Party may from time to time
      specify to the Borrower and the Administrative Agent.

     

    “Eurodollar
      Rate”
      means,
      for any Interest Period for all Eurodollar Rate Advances comprising part of
      the
      same Borrowing, an interest rate per annum equal to the rate per annum obtained
      by dividing (a) the rate per annum (rounded upwards, if necessary, to the
      nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page)
      as
      the London interbank offered rate for deposits in U.S. dollars at 11:00 A.M.
      (London time) two Business Days before the first day of such Interest Period
      for
      a period equal to such Interest Period (provided
      that, if
      for any reason such rate is not available, the term “Eurodollar Rate” shall
      mean, for any Interest Period for all Eurodollar Rate Advances comprising part
      of the same Borrowing, the rate per annum (rounded upwards, if necessary, to
      the
      nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
      interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
      (London time) two Business Days prior to the first day of such Interest Period
      for a term comparable to such Interest Period; provided,
      however,
      if more
      than one rate is specified on Reuters Screen LIBO Page, the applicable rate
      shall be the arithmetic mean of all such rates), by (b) a percentage equal
      to
      100% minus
      the
      Eurodollar Rate Reserve Percentage for such Interest Period.

     

     

    
      
        10

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Eurodollar
      Rate Advance”
means
      an Advance that bears interest as provided in
      Section 2.07(a)(ii).

     

    “Eurodollar
      Rate Reserve Percentage”
means,
      for any Interest Period for all Eurodollar Rate Advances comprising part of
      the
      same Borrowing, the reserve percentage applicable two Business Days before
      the
      first day of such Interest Period under regulations issued from time to time
      by
      the Board of Governors of the Federal Reserve System (or any successor) for
      determining the maximum reserve requirement (including, without limitation,
      any
      emergency, supplemental or other marginal reserve requirement) for a member
      bank
      of the Federal Reserve System in New York City with respect to liabilities
      or assets consisting of or including Eurocurrency Liabilities (or with respect
      to any other category of liabilities that includes deposits by reference to
      which the interest rate on Eurodollar Rate Advances is determined) having a
      term
      equal to such Interest Period.

     

    “Events
      of Default”
has
      the
      meaning specified in Section 6.01 (for the avoidance of doubt, with the
      passage of time or the giving of written notice as specified in Section 6.01
      completed).

     

    “Excess
      Cash Flow”
means,
      for any period, (a) the Consolidated EBITDA of the Borrower and its Subsidiaries
      for such period, minus
      (b) to
      the extent permitted under this Agreement and paid during such period, the
      sum
      of:

     

    (i)  the
      aggregate amount of Capital Expenditures of the Borrower (to the extent not
      financed with Debt or equity) plus

     

    (ii)  the
      aggregate amount of all regularly scheduled principal payments of Debt
plus

     

    (iii)   
      the aggregate principal amount of all optional prepayments of Debt described
      in
      clause (ii) above (other than Debt that is

    revolving
      in nature) plus

     

    (iv)  the
      aggregate principal amount of all mandatory prepayments of the Term Facilities
      made during such period pursuant to Section 2.06(b)(ii) in respect of Net Cash
      Proceeds of the type described in clause (a) of the definition thereof to the
      extent that the applicable Net Cash Proceeds were taken into account in
      calculating Consolidated EBITDA for such period; plus

     

    (v)  the
      aggregate amount of cash taxes paid in such period; plus

     

    (vi)  the
      aggregate amount of cash interest expenses paid in such period; plus

     

    (vii)  the
      aggregate amount of permitted dividends, distributions and repurchases in
      respect of the Borrower’s Equity Interests.

     

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Existing
      Debt”
means
      Debt of each Loan Party and its Subsidiaries outstanding immediately before
      the
      date hereof, other than intercompany debt.

     

    “Existing
      Issuing Bank”
means
      SunTrust Bank in its capacity as an issuing bank with respect to the Existing
      Letter of Credit.

     

    “Existing
      Letter of Credit”
means
      the letter of credit outstanding as of the date hereof that was issued pursuant
      to the Revolving Credit Loan Agreement dated as of February 21, 2003 among
      the
      Borrower, SunTrust Bank, as agent, and the other lenders party
      thereto.

     

    “Extension
      of Credit”
means
      the making of an Advance or the issuance or renewal of a Letter of
      Credit.

     

    “Extraordinary
      Receipt”
means
      any cash received by or paid to or for the account of any Person not in the
      ordinary course of business, including, without limitation, pension plan
      reversions, proceeds of insurance (including, without limitation, any key man
      life insurance, except to the extent such insurance is used to pay costs of
      benefits or replacement expenses for the covered parties, but excluding proceeds
      of business interruption insurance to the extent such proceeds constitute
      compensation for lost earnings), condemnation awards (and payments in lieu
      thereof), indemnity payments and any purchase price adjustment received in
      connection with any purchase agreement; provided,
      however,
      that an
      Extraordinary Receipt shall not include Net Cash Proceeds nor shall it include
      (a) cash receipts received from proceeds of insurance, condemnation awards
      (or
      payments in lieu thereof) or indemnity payments to the extent that such
      proceeds, awards or payments (i) in respect of loss or damage to equipment,
      fixed assets or real property are applied (or in respect of which expenditures
      were previously incurred) to replace or repair the equipment, fixed assets
      or
      real property in respect of which such proceeds were received in accordance
      with
      the terms of the Loan Documents, so long as such application is made within
      12
      months after the occurrence of such damage of loss or (ii) are received by
      any
      Person in respect of any third party claim against such Person and applied
      to
      pay (or to reimburse such Person for its prior payment of) such claim and the
      costs and expenses of such Person with respect thereto or (b) disbursements
      or
      liquidations from the Borrower’s Non-Qualified Deferred Compensation Plan made
      to fund distributions to participants, in each case as confirmed in writing
      to
      the Administrative Agent.

     

    “Facility”
means
      the Term B-1 Facility, the Term B-2 Facility, the Revolving Credit Facility,
      the
      Swing Line Facility or the Letter of Credit Facility.

     

    “Federal
      Funds Rate”
means,
      for any period, a fluctuating interest rate per annum 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 that is a
      Business Day, the average of the quotations for such day for such transactions
      received by the Administrative Agent from three Federal funds brokers of
      recognized standing selected by it.

     

    “Fee
      Letter”
means
      the fee letter dated March 16, 2006 among the Borrower, the Administrative
      Agent
      and the Arranger, as amended.

     

     

    
      
        12

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Fiscal
      Year”
means
      the regular reporting year of the Borrower and its consolidated Subsidiaries
      ending on the Friday nearest July 31st in any calendar year.

     

    “Foreign
      Benefit Arrangement”
has
      the
      meaning specified in Section 4.01(p)(vi).

     

    “Foreign
      Plan”
has
      the
      meaning specified in Section 4.01(p)(vi).

     

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

     

    “Granting
      Lender”
has
      the
      meaning specified in Section 9.07(k).

     

    “GAAP”
has
      the
      meaning specified in Section 1.03.

     

    “Governmental
      Authority”
means
      any nation or government, any state, province, city, municipal entity or other
      political subdivision thereof, and any governmental, executive, legislative,
      judicial, administrative or regulatory agency, department, authority,
      instrumentality, commission, board, bureau or similar body, whether federal,
      state, provincial, territorial, local or foreign.

     

    “Governmental
      Authorization”
      means
      any authorization, approval, consent, franchise, license, covenant, order,
      ruling, permit, certification, exemption, notice, declaration or similar right,
      undertaking or other action of, to or by, or any filing, qualification or
      registration with, any Governmental Authority.

     

    “Guaranteed
      Obligations”
has
      the
      meaning specified in Section 8.01.

     

    “Guarantors”
means
      each of the Subsidiaries of the Borrower listed on Schedule I
      hereto
      and each other Subsidiary of the Borrower that shall be required to execute
      and
      deliver a guaranty pursuant to Section 5.01(j).

     

    “Guaranty”
means
      the guaranty set forth in Article VIII together with each other guaranty
      and Guaranty Supplement delivered pursuant to Section 5.01(j), in each case
      as
      amended, amended and restated, modified or otherwise supplemented. 

     

    “Guaranty
      Supplement”
has
      the
      meaning specified in Section 8.07.

     

    “Hazardous
      Materials”
means
      (a) petroleum or petroleum products, by-products or breakdown products,
      radioactive materials, asbestos-containing materials, polychlorinated biphenyls,
      toxic mold and radon gas and (b) any other chemicals, materials or
      substances designated, classified or regulated as hazardous or toxic or as
      a
      pollutant or contaminant under any Environmental Law.

     

    “Hedge
      Agreements”
means
      interest rate, commodity or currency swap, cap or collar agreements, interest
      rate future or option contracts, currency swap agreements, currency future
      or
      option contracts and other hedging agreements (including, without limitation,
      all “swap agreements” as defined in 11 U.S.C. § 101).

     

    “Hedge
      Bank”
means
      any Lender Party or an Affiliate of a Lender Party in its capacity as a party
      to
      a Secured Hedge Agreement.

     

     

    
      
        13

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Indemnified
      Party”
has
      the
      meaning specified in Section 9.04(b).

     

    “Information
      Memorandum”
means
      the information memorandum dated March, 2006 based on information provided
      by
      the Borrower used by the Arranger in connection with the syndication of the
      Commitments.

     

    “Initial
      Extension of Credit”
means
      the earlier to occur of the initial Borrowing and the initial issuance of a
      Letter of Credit hereunder.

     

    “Insufficiency”
means,
      with respect to any Plan, the amount, if any, of its unfunded benefit
      liabilities, as defined in Section 4001(a)(18) of ERISA.

     

    “Interest
      Period”
means,
      for each Eurodollar Rate Advance comprising part of the same Borrowing, the
      period commencing on the date of such Eurodollar Rate Advance or the date of
      the
      Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and
      ending on the last day of the period selected by the Borrower pursuant to the
      provisions below and, thereafter, each subsequent period commencing on the
      last
      day of the immediately preceding Interest Period and ending on the last day
      of
      the period selected by the Borrower pursuant to the provisions below. The
      duration of each such Interest Period shall be one, two, three or six months,
      as
      the Borrower may, upon notice received by the Administrative Agent not later
      than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day
      prior to the first day of such Interest Period, select; provided,
      however,
      that:

     

    (c)  the
      Borrower may not select any Interest Period with respect to any Eurodollar
      Rate
      Advance under a Facility that ends after any principal repayment installment
      date for such Facility unless, after giving effect to such selection, the
      aggregate principal amount of Base Rate Advances and of Eurodollar Rate Advances
      having Interest Periods that end on or prior to such principal repayment
      installment date for such Facility shall be at least equal to the aggregate
      principal amount of Advances under such Facility due and payable on or prior
      to
      such date;

     

    (d)  Interest
      Periods commencing on the same date for Eurodollar Rate Advances comprising
      part
      of the same Borrowing shall be of the same duration;

     

    (e)  whenever
      the last day of any Interest Period would otherwise occur on a day other than
      a
      Business Day, the last day of such Interest Period shall be extended to occur
      on
      the next succeeding Business Day, provided,
      however,
      that, if
      such extension would cause the last day of such Interest Period to occur in
      the
      next following calendar month, the last day of such Interest Period shall occur
      on the next preceding Business Day;

     

     

    
      
        14

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  whenever
      the first day of any Interest Period occurs on a day of an initial calendar
      month for which there is no numerically corresponding day in the calendar month
      that succeeds such initial calendar month by the number of months equal to
      the
      number of months in such Interest Period, such Interest Period shall end on
      the
      last Business Day of such succeeding calendar month; and

     

    (g)  in
      respect of the initial Interest Period for Term B-2 Advances, to the extent
      any
      Term B-2 Advances are made during the middle of an Interest Period with respect
      to any other Term Advance (each an “Existing
      Term Advance”)
      outstanding immediately prior to the making of such Term B-2 Advances, each
      Interest Period of such Term B-2 Advances shall be lined up with the Interest
      Period or Interest Periods of the Existing Term Advances as soon as
      possible.

     

    “Internal
      Revenue Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, and the
      regulations promulgated and rulings issued thereunder.

     

    “Inventory”
of
      any
      Person means all such Person’s inventory in all of its forms, including, without
      limitation, (a) all raw materials, work in process, finished goods and materials
      used or consumed in the manufacture, production, preparation or shipping
      thereof, (b) goods in which such Person has an interest in mass or a joint
      or
      other interest or right of any kind (including, without limitation, goods in
      which such Person has an interest or right as consignee) and (c) goods that
      are
      returned to or repossessed or stopped in transit by such Person), and all
      accessions thereto and products thereof and documents therefor.

     

    “Investment”
in
      any
      Person means any loan or advance to such Person, any purchase or other
      acquisition of any Equity Interests or Debt or the assets comprising a division
      or business unit or a substantial part or all of the business of such Person,
      any capital contribution to such Person or any other direct or indirect
      investment in such Person, including, without limitation, any acquisition by
      way
      of a merger or consolidation (or similar transaction) and any arrangement
      pursuant to which the investor incurs Debt of the types referred to in
      clause (i) or (j) of the definition of “Debt”
in
      respect of such Person. The amount of any Investment shall be the original
      principal or capital amount thereof less
      the sum
      of (a) all cash returns of principal or equity thereon and (b) in the case
      of
      any guaranty, any reduction in the aggregate amount of liability under such
      guaranty to the extent that such reduction is made strictly in accordance with
      the terms of such guaranty (and, in each case, without adjustment by reason
      of
      the financial condition of such other Person).

     

    “Issuing
      Banks”
means
      Wachovia, and, insofar as the Existing Letter of Credit is concerned, the
      Existing Issuing Bank, and any Eligible Assignee to which the Letter of Credit
      Commitment hereunder has been assigned pursuant to Section 9.07 so long as
      each
      such Eligible Assignee expressly agrees to perform in accordance with their
      terms all of the obligations that by the terms of this Agreement are required
      to
      be performed by it as an Issuing Bank and notifies the Administrative Agent
      of
      its Applicable Lending Office and the amount of its Letter of Credit Commitment
      (which information shall be recorded by the Administrative Agent in the
      Register), for so long as Wachovia, the Existing Issuing Bank or such Eligible
      Assignee, as the case may be, shall have a Letter of Credit
      Commitment.

     

    “L/C
      Collateral Account”
“means
      an interest bearing account of the Borrower to be designated by the Borrower
      as
      the L/C Collateral Account and maintained with the Collateral
      Agent.

     

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

     

    “L/C
      Disbursement”
means
      a
      payment or disbursement made by the Issuing Bank pursuant to a Letter of
      Credit.

     

    “L/C
      Related Documents”
has
      the
      meaning specified in Section 2.04(d)(ii)(A).

     

    “Leased
      Real Properties”
means
      those properties listed in Schedule
      4.01(w)(i).

     

     

    
      
        15

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Lender
      Addendum”
shall
      mean, with respect to any Lender Party on or prior to the date of Initial
      Extension of Credit, a Lender Addendum in the form of Exhibit C-1, or such
      other
      form as may be supplied by the Administrative Agent, to be executed and
      delivered by such Lender Party on or prior to the date hereof.

     

    “Lender
      Party”
means
      any Lender, the Issuing Banks or the Swing Line Bank.

     

    “Lenders”
means
      each Person listed on the signature pages hereof as a Lender as of the date
      hereof, each Person that has become a Lender by executing and delivering a
      Lender Addendum on or prior to the date of Initial Extension of Credit and
      each
      Person that shall become a Lender hereunder pursuant to Section 9.07, for
      so long as such Person shall be a party to this Agreement.

     

    “Letter
      of Credit Agreement”
has
      the
      meaning specified in Section 2.03(a).

     

    “Letter
      of Credit Commitment”
means,
      with respect to the Issuing Bank at any time, the amount set forth opposite
      the
      Issuing Bank’s name in the Lender Addendum delivered by the Issuing Bank under
      the caption “Letter of Credit Commitment” or, if the Issuing Bank has entered
      into an Assignment and Acceptance, set forth for the Issuing Bank in the
      Register maintained by the Administrative Agent pursuant to Section 9.07(d)
      as the Issuing Bank’s “Letter of Credit Commitment”, as such amount may be
      reduced at or prior to such time pursuant to Section 2.05. The aggregate
      Letter of Credit Commitments are (before giving effect to any reduction pursuant
      to Section 2.05) $50,000,000.

     

    “Letter
      of Credit Facility”
means,
      at any time, an amount equal to the amount of the Issuing Bank’s Letter of
      Credit Commitment at such time, as such amount may be reduced at or prior to
      such time pursuant to Section 2.05.

     

    “Letters
      of Credit”
has
      the
      meaning specified in Section 2.01(d).

     

    “Lien”
means
      any lien, security interest or other charge or encumbrance of any kind, or
      any
      other type of preferential arrangement, including, without limitation, the
      lien
      or retained security title of a conditional vendor and any easement, right
      of
      way or other encumbrance on title to real property.

     

    “Loan
      Documents”
means
      (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the
      Collateral Documents, (e) the Fee Letter and (f) each Letter of Credit
      Agreement, in each case as amended, and excluding any Secured Hedge
      Agreement.

     

    “Loan
      Parties”
means
      the Borrower and the Guarantors.

     

    “Logan’s”
means
      Logan’s Roadhouse, Inc., a Subsidiary of the Borrower as of the date
      hereof.

     

    “Margin
      Stock”
has
      the
      meaning specified in Regulation U.

     

    “Material
      Adverse Change”
means
      any material adverse change in the business, operations, condition (financial
      or
      otherwise), assets, liabilities (whether actual or contingent) or prospects
      of
      the Borrower and its subsidiaries, taken as a whole.

     

     

    
      
        16

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Material
      Adverse Effect”
means
      any event, condition or circumstance, individually or in the aggregate, that
      has
      had, or could reasonably be expected to have, a material adverse effect on
      (a)
      the business, operations, condition (financial or otherwise), assets,
      liabilities (whether actual or contingent) or prospects of the Borrower and
      its
      subsidiaries, taken as a whole, (b) the rights and remedies of any Agent or
      any Lender Party under any Transaction Document or (c) the ability of any
      Loan Party to perform its Obligations under any Transaction Document to which
      it
      is or is to be a party.

     

    “Material
      Contract”
means
      any contract where the failure by any party thereto to perform its Obligations
      thereunder could be reasonably likely to have a Material Adverse
      Effect.

     

    “Measurement
      Period”
means,
      at any date of determination, the most recently completed four consecutive
      fiscal quarters of the Borrower ending on or prior to such date or, if less
      than
      four consecutive fiscal quarters of the Borrower have been completed since
      the
      date of the Initial Extension of Credit, the fiscal quarters of the Borrower
      that have been completed since the date of the Initial Extension of
      Credit.

     

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

     

    “Multiemployer
      Plan”
means
      a
      multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any
      Loan Party or any ERISA Affiliate is making or accruing an obligation to make
      contributions, or has within any of the preceding five plan years made or
      accrued an obligation to make contributions.

     

    “Multiple
      Employer Plan”
means
      a
      single employer plan, as defined in Section 4001(a)(15) of ERISA, that
      (a) is maintained for employees of any Loan Party or any ERISA Affiliate
      and at least one Person other than the Loan Parties and the ERISA Affiliates
      or
      (b) was so maintained and in respect of which any Loan Party or any ERISA
      Affiliate could have liability under Section 4064 or 4069 of ERISA in the
      event such plan has been or were to be terminated.

     

    “Net
      Cash Proceeds”
means,
      with respect to (a) any sale, lease, transfer or other disposition (other
      than by short-term lease but including by way of the occurrence of an event
      that
      gives rise to insurance proceeds) of any asset (other than Inventory in the
      ordinary course of business), excluding disbursements or liquidations from
      the
      Borrower’s Non-Qualified Deferred Compensation Plan made to fund distributions
      to participants, or (b) the incurrence or issuance of any Debt or
      (c) the sale or issuance of any Equity Interests (including, without
      limitation, any capital contribution) by any Person (excluding proceeds received
      pursuant to director or employee option plans or other employee benefit plans)
      or (d) any Extraordinary Receipt received by or paid to or for the account
      of any Person, the aggregate amount of cash received from time to time (whether
      as initial consideration or through payment or disposition of deferred
      consideration) by or on behalf of such Person in connection with such
      transaction after deducting therefrom only (without duplication)
      (i) reasonable and customary brokerage commissions, underwriting fees and
      discounts, legal fees, finder’s fees and other similar fees and commissions,
      (ii) the amount of taxes estimated in the Borrower’s good faith to be paid
      in connection with or as a result of such transaction, (iii) the amount of
      any Debt secured by a Lien on such asset that, by the terms of the agreement
      or
      instrument governing such Debt, is required to be repaid upon such disposition,
      in each case to the extent, but only to the extent, that the amounts so deducted
      are, at the time of receipt of such cash, actually paid to a Person that is
      not
      an Affiliate of such Person or any Loan Party or any Affiliate of any Loan
      Party
      and are properly attributable to such transaction or to the asset that is the
      subject thereof, and (iv) the amount of consideration paid in connection with
      the purchase, repurchase or buy-out of leases or the exercise of any option
      to
      purchase real estate, improvements, fixtures or equipment used in its operations
      by the Borrower or its Subsidiaries; provided
      such
      purchase, re-purchase, buy-out or exercise of such option is made within six
      months of the receipt of such cash proceeds with respect thereto; provided,
      however,
      that if
      any amounts described in clauses (i) and (ii) estimated to be paid in connection
      with or as a result of any such transaction are not paid within one year
      following the date of such transaction, the excess of such estimated amounts
      over the amount of such fees, discounts, commissions and taxes paid within
      such
      one-year period in connection with or as a result of such transaction shall
      be
“Net Cash Proceeds” at the end of such one-year period; provided
      further
      that Net
      Cash Proceeds shall not include any such insurance proceeds to the extent such
      insurance proceeds are applied to the replacement of the asset or property
      in
      respect of which such insurance proceeds were received, so long as such
      application is made within 12 months after the occurrence of the event giving
      rise to such insurance proceeds; provided
      further
      that Net
      Cash Proceeds shall not include any cash receipts from any transaction described
      in clause (a) or (d) above to the extent (A) such cash receipts are reinvested
      in the same or similar assets of the Borrower and its Subsidiaries within 365
      days after the date of receipt thereof or (B) the proceeds of such cash receipts
      (individually or in the aggregate) shall not exceed $10 million.

     

     

    
      
        17

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Non-Qualified
      Deferred Compensation Plan”
means
      the Borrower’s 2005 Non-Qualified Savings Plan effective January 1, 2005.


     

    “Note”
means
      a
      Term Note or a Revolving Credit Note.

     

    “Notice
      of Borrowing”
has
      the
      meaning specified in Section 2.02(a).

     

    “Notice
      of Issuance”
has
      the
      meaning specified in Section 2.03(a).

     

    “Notice
      of Swing Line Borrowing”
has
      the
      meaning specified in Section 2.02(b).

     

    “NPL”
means
      the National Priorities List under CERCLA.

     

    “Obligation”
means,
      with respect to any Person, any payment, performance or other obligation of
      such
      Person of any kind, including, without limitation, any liability of such Person
      on any claim, whether or not the right of any creditor to payment in respect
      of
      such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent,
      matured, disputed, undisputed, legal, equitable, secured or unsecured, and
      whether or not such claim is discharged, stayed or otherwise affected by any
      proceeding referred to in Section 6.01(f). Without limiting the generality
      of the foregoing, the Obligations of any Loan Party under the Loan Documents
      include (a) the obligation to pay principal, interest, Letter of Credit
      commissions, reimbursement amounts, charges, expenses, fees, attorneys’ fees and
      disbursements, indemnities and other amounts payable by such Loan Party under
      any Loan Document and (b) the obligation of such Loan Party to reimburse
      any amount in respect of any of the foregoing that any Lender Party, in its
      sole
      discretion, may elect to pay or advance on behalf of such Loan
      Party.

     

    “Open
      Year”
has
      the
      meaning specified in Section 4.01(q)(iii).

     

    “Other
      Taxes”
has
      the
      meaning specified in Section 2.12(b).

     

    “Owned
      Real Properties”
means
      those properties listed in Schedule
      4.01(w).
      

     

     

    
      
        18

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Patriot
      Act”
means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56.

     

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

     

    “Permitted
      Disposition”
has
      the
      meaning specified in Section 5.02(e)(vi).

     

    “Permitted
      Liens”
means
      such of the following as to which no enforcement, collection, execution, levy
      or
      foreclosure proceeding shall have been commenced: (a) Liens for taxes,
      assessments and governmental charges or levies to the extent not required to
      be
      paid under Section 5.01 (b); (b) Liens imposed by law, such as
      materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other
      similar Liens arising in the ordinary course of business securing obligations
      that (i) are not overdue for a period of more than 60 days or are being
      contested in good faith and by appropriate proceedings and as to which
      appropriate reserves are being maintained and (ii) individually or together
      with all other Permitted Liens outstanding on any date of determination do
      not
      materially adversely affect the use of the property to which they relate;
      (c) pledges or deposits in the ordinary course of business to secure
      obligations under workers’ compensation laws or similar legislation or to secure
      public or statutory obligations; (d) easements, rights of way and other
      encumbrances on title to real property that do not render title to the property
      encumbered thereby unmarketable or materially adversely affect the use of such
      property for its present purposes; (e) Liens securing judgments for the payment
      of money not constituting an Event of Default under Section 6.01(g); and (f)
      deposits to secure the performance of bids, trade contracts (other than for
      borrowed money), leases, statutory obligation, surety and appeal bonds and
      other
      obligations of a like nature, in each case in the ordinary course of
      business.

     

    “Person”
means
      an individual, partnership, corporation (including a business trust), limited
      liability company, joint stock company, trust, unincorporated association,
      joint
      venture or other entity, or a government or any political subdivision or agency
      thereof.

     

    “Plan”
means
      a
      Single Employer Plan or a Multiple Employer Plan.

     

    “Pledge
      Agreement”
has
      the
      meaning specified in Section 3.01(a)(iii).

     

    “Pledged
      Debt”
has
      the
      meaning specified in the Pledge Agreement.

     

    “Pledged
      Shares”
has
      the
      meaning specified in the Pledge Agreement.

     

    “Post
      Petition Interest”
has
      the
      meaning specified in Section 8.08(b).

     

    “Preferred
      Interests”
means,
      with respect to any Person, Equity Interests issued by such Person that are
      entitled to a preference or priority over any other Equity Interests issued
      by
      such Person upon any distribution of such Person’s property and assets, whether
      by dividend or upon liquidation.

     

    “Pro
      Rata Share”
of
      any
      amount means, with respect to any Revolving Credit Lender at any time, the
      product of such amount times
      a
      fraction the numerator of which is the amount of such Lender’s Revolving Credit
      Commitment at such time (or, if the Commitments shall have been terminated
      pursuant to Section 2.05 or 6.01, such Lender’s Revolving Credit Commitment
      as in effect immediately prior to such termination) and the denominator of
      which
      is an amount equal to the Revolving Credit Facility at such time (or, if the
      Commitments shall have been terminated pursuant to Section 2.05 or 6.01,
      the Revolving Credit Facility as in effect immediately prior to such
      termination).

     

     

    
      
        19

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Real
      Property Lease”
means
      all of the leases of real property under which any Loan Party or any of its
      Subsidiaries is the lessor or the lessee from time to time.

     

    “Redeemable”
means,
      with respect to any Equity Interest, any such Equity Interest that (a) the
      issuer has undertaken to redeem at a fixed or determinable date or dates,
      whether by operation of a sinking fund or otherwise, or upon the occurrence
      of a
      condition not solely within the control of the issuer or (b) is redeemable
      at the option of the holder.

     

    “Refinancing”
has
      the
      meaning specified in the Preliminary Statements.

     

    “Register”
has
      the
      meaning specified in Section 9.07(d).

     

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

     

    “Related
      Documents”
means
      the Tender Offer Documents made by the Borrower to its shareholders, any other
      document related to the Repurchase.

     

    “Replaced
      Lender”
has
      the
      meaning specified in Section 2.17.

     

    “Replacement
      Lender”
has
      the
      meaning specified in Section 2.17.

     

    “Repurchase”
has
      the
      meaning specified in the Preliminary Statements.

     

    “Required
      Lenders”
means,
      at any time, Lenders owed or holding at least a majority in interest of the
      sum
      of (a) the aggregate principal amount of the Advances outstanding at such
      time, (b) the aggregate Available Amount of all Letters of Credit
      outstanding at such time, (c) the aggregate unused Term Commitments at such
      time and (d) the aggregate Unused Revolving Credit Commitments at such time;
      provided,
      however,
      that if
      any Lender shall be a Defaulting Lender at such time, there shall be excluded
      from the determination of Required Lenders at such time (i) the aggregate
      principal amount of the Advances owing to such Lender (in its capacity as a
      Lender) and outstanding at such time, (ii) such Lender’s Pro Rata Share of
      the aggregate Available Amount of all Letters of Credit outstanding at such
      time, (iii) the aggregate unused Term Commitment of such Lender at such
      time and (iv) the Unused Revolving Credit Commitment of such Lender at such
      time. For purposes of this definition, the aggregate principal amount of Swing
      Line Advances owing to the Swing Line Bank and L/C Credit Extensions owing
      to
      the Issuing Bank and the Available Amount of each Letter of Credit shall be
      considered to be owed to the Revolving Credit Lenders ratably in accordance
      with
      their respective Revolving Credit Commitments.

     

    “Required
      Revolving Credit Lenders”
means,
      at any time, Revolving Credit Lenders owed or holding at least a majority in
      interest of the sum of (a) the aggregate principal amount of (i) the
      Revolving Credit Advances, (ii) the Swing Line Advances and (iii) the L/C Credit
      Extensions outstanding at such time, (b) the aggregate Available Amount of
      all Letters of Credit outstanding at such time and (c) the aggregate Unused
      Revolving Credit Commitments at such time; provided,
      however,
      that if
      any Revolving Credit Lender shall be a Defaulting Lender at such time, there
      shall be excluded from the determination of Required Revolving Credit Lenders
      at
      such time (i) the aggregate principal amount of (A) the Revolving Credit
      Advances, (B) the Swing Line Advances and (C) the L/C Credit Extensions owing
      to
      such Revolving Credit Lender (in its capacity as a Revolving Credit Lender)
      and
      outstanding at such time, (ii) such Revolving Credit Lender’s Pro Rata
      Share of the aggregate Available Amount of all Letters of Credit outstanding
      at
      such time and (iii) the Unused Revolving Credit Commitment of such
      Revolving Credit Lender at such time. For purposes of this definition, the
      aggregate principal amount of Swing Line Advances owing to the Swing Line Bank
      and L/C Credit Extensions owing to the Issuing Bank and the Available Amount
      of
      each Letter of Credit shall be considered to be owed to the Revolving Credit
      Lenders ratably in accordance with their respective Revolving Credit
      Commitments.

     

    
      
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    “Responsible
      Officer”
means
      any officer of any Loan Party or any of its Subsidiaries.

     

    “Revolving
      Credit Advance”
has
      the
      meaning specified in Section 2.01(b).

     

    “Revolving
      Credit Borrowing”
means
      a
      borrowing consisting of simultaneous Revolving Credit Advances of the same
      Type
      made by the Revolving Credit Lenders.

     

    “Revolving
      Credit Commitment”
means,
      with respect to any Revolving Credit Lender at any time, the amount set forth
      in
      the Lender Addendum delivered by such Revolving Credit Lender under the caption
      “Revolving Credit Commitment” or, if such Lender has entered into one or more
      Assignment and Acceptances, set forth for such Lender in the Register maintained
      by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s
“Revolving Credit Commitment”, as such amount may be reduced at or prior to such
      time pursuant to Section 2.05. The aggregate Revolving Credit Commitments
      are (before giving effect to any reduction pursuant to Section 2.05) $250
      million.

     

    “Revolving
      Credit Commitment Fee”
has
      the
      meaning specified in Section 2.08(a).

     

    “Revolving
      Credit Facility”
means,
      at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving
      Credit Commitments at such time.

     

    “Revolving
      Credit Lender”
means
      any Lender that has a Revolving Credit Commitment.

     

    “Revolving
      Credit Note”
means
      a
      promissory note of the Borrower payable to the order of any Revolving Credit
      Lender, in substantially the form of Exhibit A-1 hereto, evidencing the
      aggregate indebtedness of the Borrower to such Lender resulting from the
      Revolving Credit Advances, L/C Credit Extensions and Swing Line Advances made
      by
      such Lender, as amended, endorsed or replaced.

     

    “S&P”
means
      Standard & Poor’s, a division of The McGraw-Hill Companies,
      Inc.

     

    “Secured
      Hedge Agreement”
means
      any Hedge Agreement required or permitted under Article V that is entered into
      by and between any Loan Party and any Hedge Bank and that is secured by the
      Collateral Documents.

     

    “Secured
      Obligations”
has
      the
      meaning specified in Section 2 of the Pledge Agreement and shall include,
      without limitation, the obligations of the Borrower under each Secured Hedge
      Agreement.

     

    “Secured
      Parties”
means
      the Agents, the Lender Parties and the Hedge Banks.

     

    
      
        21

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Single
      Employer Plan”
means
      a
      single employer plan, as defined in Section 4001(a)(15) of ERISA, that
      (a) is maintained for employees of any Loan Party or any ERISA Affiliate
      and no Person other than the Loan Parties and the ERISA Affiliates or
      (b) was so maintained and in respect of which any Loan Party or any ERISA
      Affiliate could have liability under Section 4069 of ERISA in the event
      such plan has been or were to be terminated.

     

    “Solvent”
and
      “Solvency”
mean,
      with respect to any Person on a particular date, that on such date, after giving
      effect to any transaction contemplated to be consummated as of such date,
      (a) the fair value of the property of such Person is greater than the total
      amount of liabilities, including, without limitation, 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 such debts and
      liabilities as they mature and (d) such Person is not engaged in business
      or a transaction, and 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 the light of all the facts and circumstances existing at such time,
      represents the amount that can reasonably be expected to become an actual or
      matured liability.

     

    “SPC”
has
      the
      meaning specified in Section 9.07(k).

     

    “Subordinated
      Obligations”
has
      the
      meaning specified in Section 8.08.

     

    “Subsidiary”
of
      any
      Person means any corporation, partnership, joint venture, limited liability
      company, trust or estate of which (or in which) more than 50% of (a) the
      issued and outstanding capital stock having ordinary voting power to elect
      a
      majority of the Board of Directors of such corporation (irrespective of whether
      at the time capital stock of any other class or classes of such corporation
      shall or might have voting power upon the occurrence of any contingency),
      (b) the interest in the capital or profits of such partnership, joint
      venture or limited liability company or (c) the beneficial interest in such
      trust or estate is at the time directly or indirectly owned or controlled by
      such Person, by such Person and one or more of its other Subsidiaries or by
      one
      or more of such Person’s other Subsidiaries.

     

    “Supplemental
      Collateral Agent”
has
      the
      meaning specified in Section 7.01(c).

     

    “Surviving
      Debt”
means
      Debt of each Loan Party and its Subsidiaries outstanding immediately before
      giving effect to the Initial Extension of Credit that remains outstanding
      immediately after giving effect to the Initial Extension of Credit, other than
      intercompany debt.

     

    “Swing
      Line Advance”
means
      an advance made by (a) the Swing Line Bank pursuant to Section 2.01(c) or (b)
      any Revolving Credit Lender pursuant to Section 2.02(b).

     

    “Swing
      Line Bank”
means
      Wachovia and any Eligible Assignee to which the Swing Line Commitment hereunder
      has been assigned pursuant to Section 9.07 so long as such Eligible Assignee
      expressly agrees to perform in accordance with their terms all obligations
      that
      by the terms of this Agreement are required to be performed by it as a Swing
      Line Bank and notifies the Administrative Agent of its Applicable Lending Office
      and the amount of its Swing Line Commitment (which information shall be recorded
      by the Administrative Agent in the Register), for so long as Wachovia or such
      Eligible Assignee, as the case may be, shall have a Swing Line Commitment.
      

     

    
      
        22

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Swing
      Line Borrowing”
means
      a
      borrowing consisting of a Swing Line Advance made by the Swing Line Bank
      pursuant to Section 2.01(c) or the Revolving Credit Lenders pursuant to Section
      2.02(b).

     

    “Swing
      Line Commitment”
means,
      with respect to the Swing Line Bank at any time, the amount set forth in the
      Lender Addendum delivered by the Swing Line Bank under the caption “Swing Line
      Commitment” or, if the Swing Line Bank has entered into an Assignment and
      Acceptance, set forth for the Swing Line Bank in the Register maintained by
      the
      Administrative Agent pursuant to Section 9.07(d) as the Swing Line Bank’s “Swing
      Line Commitment”, as such amount may be reduced at or prior to such time
      pursuant to Section 2.05. The aggregate Swing Line Commitments are (before
      giving effect to any reduction pursuant to Section 2.05)
      $25,000,000.

     

    “Swing
      Line Facility”
means,
      at any time, an amount equal to the amount of the Swing Line Bank’s Swing Line
      Commitment at such time, as such amount may be reduced at or prior to such
      time
      pursuant to Section 2.05.

     

    “Synthetic
      Debt”
means,
      with respect to any Person, without duplication of any clause within the
      definition of “Debt,” all (a) Obligations of such Person under any lease that is
      treated as an operating lease for financial accounting purposes and a financing
      lease for tax purposes (i.e., a “synthetic lease”), (b) Obligations of such
      Person in respect of transactions entered into by such Person, the proceeds
      from
      which would be reflected on the financial statements of such Person in
      accordance with GAAP as cash flows from financings at the time such transaction
      was entered into (other than as a result of the issuance of Equity Interests)
      and (c) Obligations of such Person in respect of other transactions entered
      into
      by such Person that are not otherwise addressed in the definition of “Debt” or
      in clause (a) or (b) above that are intended to function primarily as a
      borrowing of funds (including, without limitation, any minority interest
      transactions that functions primarily as a borrowing.

     

    “Taxes”
has
      the
      meaning specified in Section 2.12(a).

     

    “Tender
      Offer Documents”
means
      the Offer to Purchase of the Borrower dated March 31, 2006 and the related
      Tender Offer Statement on Schedule TO and all attachments and exhibits
      thereto.

     

    “Term
      Advance”
means
      a
      Term B-1 Advance or a Term B-2 Advance.

     

    “Term
      Borrowing”
means
      a
      borrowing consisting of simultaneous Term Advances of the same Type made by
      the
      Term Lenders.

     

    “Term
      Commitment”
means,
      with respect to any Term Lender at any time, the sum of such Lender’s Term B-1
      Commitment and such Lender’s Term B-2 Commitment.

     

    “Term
      Facility”
means,
      collectively, the Term B-1 Facility and the Term B-2 Facility.

     

    “Term
      Lender”
means
      any Term B-1 Lender or Term B-2 Lender.

     

    “Term
      Note”
means
      a
      promissory note of the Borrower payable to the order of any Term Lender, in
      substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of
      the
      Borrower to such Lender resulting from the Term Advance made by such Lender,
      as
      amended, endorsed or replaced.

     

    
      
        23

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Term
      B-1 Advance”
has
      the
      meaning specified in Section 2.01(a)(i).

     

    “Term
      B-1 Commitment”
means,
      with respect to any Term B-1 Lender at any time, the amount set forth in the
      Lender Addendum delivered by such Term B-1 Lender under the caption “Term B-1
      Commitment” or, if such Lender has entered into one of more Assignment and
      Acceptances, set forth for such Lender in the Register maintained by the
      Administrative Agent pursuant to Section 9.07(d) as such Lender’s “Term B-1
      Commitment”, as such amount may be reduced at or prior to such time pursuant to
      Section 2.05. The aggregate Term B-1 Commitments are (before giving effect
      to
      any reduction pursuant to Section 2.05) $800 million.

     

    “Term
      B-1 Facility”
means,
      at any time, the aggregate amount of the Term B-1 Lenders’ Term B-1 Commitments
      at such time.

     

    “Term
      B-1 Lender”
means
      any Lender that has a Term B-1 Commitment.

     

    “Term
      B-2 Advance”
has
      the
      meaning specified in Section 2.01(a)(ii).

     

    “Term
      B-2 Availability Period”
means
      the period from and including the Effective Date to the earlier of (a) October
      27, 2007 and (b) the date of termination in whole of the Term Commitments
      pursuant to Section 2.05 or 6.01.

     

    “Term
      B-2 Commitment”
means,
      with respect to any Term B-2 Lender at any time, the amount set forth in the
      Lender Addendum delivered by such Term B-2 Lender under the caption “Term B-2
      Commitment” or, if such Lender has entered into one of more Assignment and
      Acceptances, set forth for such Lender in the Register maintained by the
      Administrative Agent pursuant to Section 9.07(d) as such Lender’s “Term B-2
      Commitment”, as such amount may be reduced at or prior to such time pursuant to
      Section 2.05. The aggregate Term B-2 Commitments are (before giving effect
      to
      any reduction pursuant to Section 2.05) $200 million.

     

    “Term
      B-2 Facility”
means,
      at any time, the aggregate amount of the Term B-2 Lenders’ Term B-2 Commitments
      at such time.

     

    “Term
      B-2 Lender”
means
      any Lender that has a Term B-2 Commitment.

     

    “Termination
      Date”
means
      (a) with respect to the Term Facility, the earlier of April 27, 2013 and the
      date of termination in whole of the Term Commitments pursuant to Section 6.01,
      and (b) with respect to the Revolving Credit Facility, the earlier of April
      27,
      2011 and the date of termination in whole of the Revolving Credit Commitments
      pursuant to Section 2.05 or 6.01 and (c) with respect to the Swing
      Line Facility and the Letter of Credit Facility, the earlier of April 27, 2011
      and the date of termination in whole of the Swing Line Facility or the Letter
      of
      Credit Commitment, as the case may be, in each case pursuant to
      Section 2.05 or 6.01.

     

    “Transaction”
means
      the Repurchase and the other transactions contemplated by the Transaction
      Documents.

     

    “Transaction
      Documents”
means,
      collectively, the Loan Documents and the Related Documents.

     

    “Type”
refers
      to the distinction between Advances bearing interest at the Base Rate and
      Advances bearing interest at the Eurodollar Rate.

     

    
      
        24

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Unused
      Revolving Credit Commitment”
means,
      with respect to any Revolving Credit Lender at any time, an amount equal to
      (a) such Lender’s Revolving Credit Commitment at such time minus
      (b) the sum of (i) the aggregate principal amount of all Revolving
      Credit Advances, Swing Line Advances and L/C Credit Extensions made by such
      Lender (in its capacity as a Lender) and outstanding at such time plus
      (without
      duplication of any amount described in clause (i)) (ii) such Lender’s Pro
      Rata Share of (A) the aggregate Available Amount of all Letters of Credit
      outstanding at such time, (B) the aggregate principal amount of all L/C
      Credit Extensions made by the Issuing Bank pursuant to Section 2.03(c) and
      outstanding at such time and (C) the aggregate principal amount of all Swing
      Line Advances made by the Swing Line Bank pursuant to Section 2.01(c) and
      outstanding at such time. For the avoidance of doubt, such Lender’s Pro Rata
      Share of the amounts in clauses (b)(ii)(B) and (b)(ii)(C) above shall be reduced
      on a dollar-for-dollar basis by the amount of L/C Credit Extensions or Swing
      Line Advances, as applicable, made by such Lender, as described in clause (b)(i)
      above.

     

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

     

    “Wachovia”
has
      the
      meaning specified in the Preliminary Statements.

     

    “Welfare
      Plan”
means
      a
      welfare plan, as defined in Section 3(1) of ERISA, that is maintained for
      employees of any Loan Party or in respect of which any Loan Party could have
      liability.

     

    “Withdrawal
      Liability”
has
      the
      meaning specified in Part I of Subtitle E of Title IV of ERISA.

     

    SECTION
      1.02.   Computation
      of Time Periods; Other Definitional Provisions

     

    .
      In this
      Agreement and the other Loan Documents in the computation of periods of time
      from a specified date to a later specified date, the word “from”
means
      “from and including” and the words “to”
and
      “until”
each
      mean “to but excluding”. References in the Loan Documents to any agreement or
      contract “as
      amended”
shall
      mean and be a reference to such agreement or contract as amended, amended and
      restated, supplemented or otherwise modified from time to time in accordance
      with its terms.

     

    SECTION
      1.03.   Accounting
      Terms

     

    .
      All
      accounting terms not specifically defined herein shall be construed in
      accordance with generally accepted accounting principles consistent with those
      applied in the preparation of the financial statements referred to in
      Section 4.01(i) (“GAAP”).

     

     

    
      
        25

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II  

     

    AMOUNTS
      AND TERMS OF THE ADVANCES

    AND
      THE LETTERS OF CREDIT

     

    SECTION
      2.01.   The
      Advances and the Letters of Credit.
       (a)(i)
      The
      Term B-1 Advances.
      Each
      Term B-1 Lender severally agrees, on the terms and conditions hereinafter set
      forth, to make a single advance (a “Term
      B-1 Advance”)
      to the
      Borrower on or after the Effective Date in an amount not to exceed such Lender’s
      Term B-1 Commitment at such time, consisting of Term B-1 Advances made
      simultaneously by the Term B-1 Lenders ratably according to their Term B-1
      Commitments. Amounts borrowed under this Section 2.01(a)(i) and repaid or
      prepaid may not be reborrowed.

     

    (ii)
      The
      Term B-2 Advances.
      Each
      Term B-2 Lender severally agrees, on the terms and conditions hereinafter set
      forth, to make either one advance or two advances of equal principal amount
      (each, a “Term
      B-2 Advance”)
      to the
      Borrower on any Business Day during the Term B-2 Availability Period in an
      aggregate amount for all such advances not to exceed such Lender’s Term B-2
      Commitment at such time, consisting of Term B-2 Advances made simultaneously
      by
      the Term B-2 Lenders ratably according to their Term B-2 Commitments. Amounts
      borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be
      reborrowed.

     

    (b)  The
      Revolving Credit Advances.
      Each
      Revolving Credit Lender severally agrees, on the terms and conditions
      hereinafter set forth, to make advances (each a “Revolving
      Credit Advance”)
      to the
      Borrower from time to time on any Business Day during the period from the
      Business Day after the date of Initial Extension of Credit until the Termination
      Date in respect of the Revolving Credit Facility in an amount for each such
      Advance not to exceed such Lender’s Unused Revolving Credit Commitment at such
      time. Each Revolving Credit Borrowing shall be, in the case of a Eurodollar
      Rate
      Advance, in an aggregate amount of $5,000,000 or an integral multiple of
      $100,000 in excess thereof, or, in the case of a Base Rate Advance, in an
      aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess
      thereof (other than a Revolving Credit Borrowing the proceeds of which shall
      be
      used solely to repay or prepay in full outstanding Swing Line Advances or
      outstanding L/C Credit Extensions) and shall consist of Revolving Credit
      Advances made simultaneously by the Revolving Credit Lenders ratably according
      to their Revolving Credit Commitments. Within the limits of each Revolving
      Credit Lender’s Unused Revolving Credit Commitment in effect from time to time,
      the Borrower may borrow under this Section 2.01(b), prepay pursuant to
      Section 2.06(a) and reborrow under this Section 2.01(b).

     

    (c)  The
      Swing Line Advances.
      The
      Swing Line Bank agrees on the terms and conditions hereinafter set forth, to
      make Swing Line Advances to the Borrower from time to time on any Business
      Day
      during the period from the Effective Date until the Termination Date in respect
      of the Revolving Credit Facility (i) in an aggregate amount for all Swing Line
      Advances not to exceed at any time outstanding the Swing Line Bank’s Swing Line
      Commitment at such time and (ii) in an amount for each such Swing Line Borrowing
      not to exceed the aggregate of the Unused Revolving Credit Commitments of the
      Revolving Credit Lenders at such time. No Swing Line Advance shall be used
      for
      the purpose of funding the payment of principal of any other Swing Line Advance.
      Each Swing Line Borrowing shall be in an amount of $100,000 or an integral
      multiple of $100,000 in excess thereof and shall bear interest at the Base
      Rate
      plus the Applicable Percentage then applicable, or a rate mutually agreed by
      the
      Borrower and the Swing Line Bank. Within the limits of the Swing Line Facility
      and within the limits referred to in clause (ii) above, the Borrower may borrow
      under this Section 2.01(c), repay pursuant to Section 2.04(c) or prepay pursuant
      to Section 2.06(a) and reborrow under this Section 2.01(c). Immediately upon
      the
      making of a Swing Line Advance, each Revolving Credit Lender shall be deemed
      to,
      and hereby irrevocably and unconditionally agrees to, purchase from the Swing
      Line Bank a risk participation in such Swing Line Advance in an amount equal
      to
      such Lender’s Pro Rata Share of such Swing Line Advance.

     

    
      
        26

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  The
      Letters of Credit.
      The
      Existing Issuing Bank, the Lenders and the Borrower agree that effective as
      of
      the Effective Date, the Existing Letter of Credit shall be deemed to have been
      issued and maintained under, and to be governed by the terms and conditions
      of,
      this Agreement. Each Issuing Bank (other than the Existing Issuing Bank) agrees,
      on the terms and conditions hereinafter set forth, to issue (or cause its
      Affiliate that is a commercial bank to issue on its behalf) letters of credit
      (together with the Existing Letter of Credit, the “Letters
      of Credit”)
      in
      U.S. Dollars for the account of the Borrower from time to time on any Business
      Day during the period from the Effective Date until 60 days before the
      Termination Date in respect of the Revolving Credit Facility in an aggregate
      Available Amount (i) for all Letters of Credit not to exceed at any time
      the lesser of (x) the Letter of Credit Facility at such time and (y) 
the Issuing Bank’s Letter of Credit Commitment at such time and (ii) for
      each such Letter of Credit not to exceed the Unused Revolving Credit Commitments
      of the Revolving Credit Lenders at such time. No Letter of Credit shall have
      an
      expiration date (including all rights of the Borrower or the beneficiary to
      require renewal) later than the earlier of (a) one year after its date of
      issuance and (b) the 60th day prior to the Termination Date in respect of the
      Revolving Credit Facility, but may by its terms be renewable annually in
      accordance with the applicable Letter of Credit Agreement. Within the limits
      of
      the Letter of Credit Facility, and subject to the limits referred to above,
      the
      Borrower may request the issuance of Letters of Credit under this
      Section 2.01(d), repay any L/C Credit Extensions resulting from drawings
      thereunder pursuant to Section 2.03(c) and request the issuance of
      additional Letters of Credit under this Section 2.01(d). Notwithstanding
      anything to the contrary contained herein or in the Existing Letter of Credit
      (including any automatic renewal provision), the Existing Letter of Credit
      may
      not be renewed after the Effective Date and shall expire on the expiration
      date
      in effect as of the Effective Date without giving effect to any renewal of
      the
      Existing Letter of Credit.

     

    SECTION
      2.02.   Making
      the Advances.
       (a)
       Except
      as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be
      made on notice, given not later than 11:00 A.M. (Charlotte, North Carolina
      time) on the third Business Day prior to the date of the proposed Borrowing
      in
      the case of a Borrowing consisting of Eurodollar Rate Advances, or the date
      of
      the proposed Borrowing in the case of a Borrowing consisting of Base Rate
      Advances, by the Borrower to the Administrative Agent, which shall give to
      each
      Appropriate Lender prompt notice thereof. Each such notice of a Borrowing (a
      “Notice
      of Borrowing”)
      shall
      be in writing, or by telephone, confirmed promptly in writing, or telex or
      telecopier, in substantially the form of Exhibit B hereto, specifying therein
      the requested (i) date of such Borrowing, (ii) Facility under which
      such Borrowing is to be made, (iii) Type of Advances comprising such
      Borrowing, (iv) aggregate amount of such Borrowing and (v) in the case
      of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period
      for each such Advance. Each Appropriate Lender shall, before 11:00 A.M.
      (Charlotte, North Carolina time) in the case of a Borrowing consisting of
      Eurodollar Rate Advances and 2:00 P.M. (Charlotte, North Carolina time) in
      the
      case of a Borrowing consisting of Base Rate Advances, in each case on the date
      of such Borrowing, make available for the account of its Applicable Lending
      Office to the Administrative Agent at the Administrative Agent’s Account, in
      same day funds, such Lender’s ratable portion of such Borrowing in accordance
      with the respective Commitments under the applicable Facility of such Lender
      and
      the other Appropriate Lenders. After the Administrative Agent’s receipt of such
      funds and upon fulfillment of the applicable conditions set forth in
      Article III, the Administrative Agent will make such funds available to the
      Borrower by crediting the Borrower’s Account no later than 2:00 P.M. (Charlotte,
      North Carolina time) on the date of such Borrowing); provided,
      however,
      that, in
      the case of any Revolving Credit Borrowing, the Administrative Agent shall
      first
      apply such funds to prepay ratably the aggregate principal amount of any Swing
      Line Advances and L/C Credit Extensions outstanding at such time, together
      with
      interest accrued and unpaid thereon to and as of such date.

     

    
      
        27

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  (i)
      Each
      Swing Line Borrowing shall be made on notice, given not later than
      11:00 A.M. (Charlotte, North Carolina time) on the date of the proposed
      Swing Line Borrowing, by the Borrower to the Swing Line Bank and the
      Administrative Agent. Each such notice of a Swing Line Borrowing (a
“Notice
      of Swing Line Borrowing”)
      shall
      be in writing, or by telephone, confirmed promptly in writing, or telex or
      telecopier, specifying therein the requested (i) date of such Borrowing,
      (ii) amount of such Borrowing and (iii) maturity of such Borrowing
      (which maturity shall be no later than the seventh day after the requested
      date
      of such Borrowing). The Swing Line Bank will make the amount of the requested
      Swing Line Advances available to the Administrative Agent at the Administrative
      Agent’s Account, in same day funds. After the Administrative Agent’s receipt of
      such funds and upon fulfillment of the applicable conditions set forth in
      Article III, the Administrative Agent will make such funds available to the
      Borrower by crediting the Borrower’s Account no later than 2:00 P.M. (Charlotte,
      North Carolina time) on the date of such Borrowing).

     

    (ii)  The
      Swing
      Line Bank may, at any time in its sole and absolute discretion, request on
      behalf of the Borrower (and the Borrower hereby irrevocably authorizes the
      Swing
      Line Bank to so request on its behalf) that each Revolving Credit Lender make
      a
      Base Rate Advance in an amount equal to such Lender’s Pro Rata Share of the
      amount of Swing Line Advances then outstanding. Such request shall be deemed
      to
      be a Notice of Borrowing for purposes hereof and shall be made in accordance
      with the provisions of Section 2.02(a) without regard solely to the minimum
      amounts specified therein but subject to the satisfaction of the conditions
      set
      forth in Section 3.02. The Swing Line Bank shall furnish the Borrower with
      a
      copy of the applicable Notice of Borrowing promptly after delivering such notice
      to the Administrative Agent. Each Revolving Credit Lender shall make an amount
      equal to its Pro Rata Share of the amount specified in such Notice of Borrowing
      available for the account of its Applicable Lending Office to the Administrative
      Agent for the account of the Swing Line Bank, by deposit to the Administrative
      Agent’s Account, in same date funds, not later than 11:00 A.M. on the day
      specified in such Notice of Borrowing.

     

    (iii)  If
      for
      any reason any Swing Line Advance cannot be refinanced by a Revolving Credit
      Borrowing as contemplated by Section 2.02(b)(ii), the request for Base Rate
      Advances submitted by the Swing Line Bank as set forth in Section 2.02(b)(ii)
      shall be deemed to be a request by the Swing Line Bank that each of the
      Revolving Credit Lenders fund its risk participation in the relevant Swing
      Line
      Advance and each Revolving Credit Lender’s payment to the Administrative Agent
      for the account of the Swing Line Bank pursuant to Section 2.02(b)(ii) shall
      be
      deemed payment in respect of such participation.

     

    (iv)  If
      and to
      the extent that any Revolving Credit Lender shall not have made the amount
      of
      its Pro Rata Share of such Swing Line Advance available to the Administrative
      Agent in accordance with the provisions of Section 2.02(b)(ii), such Revolving
      Credit Lender agrees to pay to the Administrative Agent forthwith on demand
      such
      amount together with interest thereon, for each day from the date of the
      applicable Notice of Borrowing delivered by the Swing Line Bank until the date
      such amount is paid to the Administrative Agent, at the Federal Funds Rate
      plus
      1/2 of
      1%.

     

    
      
        28

      

      
        
        

        
          

        

      

      
        
        

      

    

    (v)  Each
      Revolving Credit Lender’s obligation to make Revolving Credit Advances or to
      purchase and fund risk participations in Swing Line Advance pursuant to this
      Section 2.02(b) shall be absolute and unconditional and shall not be affected
      by
      any circumstance, including (A) any set-off, counterclaim, recoupment, defense
      or other right which such Lender may have against the Swing Line Bank, the
      Borrower or any other Person for any reason whatsoever, (B) the occurrence
      or
      continuance of a Default, or (C) any other occurrence, event or condition,
      whether or not similar to any of the foregoing; provided,
      however,
      that
      each Revolving Credit Lender’s obligation to make Revolving Credit Advances
      pursuant to Section 2.02(b)(ii) is subject to satisfaction of the conditions
      set
      forth in Section 3.02. No funding of risk participations shall relieve or
      otherwise impair the obligation of the Borrower to repay Swing Line Advances,
      together with interest as provided herein.

     

    (c)  Anything
      in subsection (a) above to the contrary notwithstanding, (i) the
      Borrower may not select Eurodollar Rate Advances for the initial Borrowing
      hereunder or for any Borrowing during the period from the date hereof until
      the
      earlier of (x) thirty days thereafter and (y) the completion of the primary
      syndication of the Facilities, as determined by the Administrative Agent in
      its
      sole discretion, or for any Borrowing if the aggregate amount of such Borrowing
      is less than $5,000,000 or if the obligation of the Appropriate Lenders to
      make
      Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09
      or Section 2.10 and (ii) the Term Advances may not be outstanding as part of
      more than 6 separate Borrowings and the Revolving Credit Advances may not be
      outstanding as part of more than 5 separate Borrowings.

     

    (d)  Each
      Notice of Borrowing and each Notice of Swing Line Borrowing shall be irrevocable
      and binding on the Borrower. In the case of any Borrowing that the related
      Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances,
      the Borrower shall indemnify each Appropriate Lender against any loss, cost
      or
      expense incurred by such Lender as a result of any failure by the Loan Parties
      to fulfill on or before the date specified in such Notice of Borrowing for
      such
      Borrowing the applicable conditions set forth in Article III, including,
      without limitation, any loss (including loss of anticipated profits), cost
      or
      expense incurred by reason of the liquidation or reemployment of deposits or
      other funds acquired by such Lender to fund the Advance to be made by such
      Lender as part of such Borrowing when such Advance, as a result of such failure,
      is not made on such date.

     

    (e)  Unless
      the Administrative Agent shall have received written notice from an Appropriate
      Lender prior to the date of any Borrowing under a Facility under which such
      Lender has a Commitment that such Lender will not make available to the
      Administrative Agent such Lender’s ratable portion of such Borrowing, the
      Administrative Agent may assume that such Lender has made such portion available
      to the Administrative Agent on the date of such Borrowing in accordance with
      subsection (a) of this Section 2.02 and the Administrative Agent may,
      in reliance upon such assumption, make available to the Borrower on such date
      a
      corresponding amount. If and to the extent that such Lender shall not have
      so
      made such ratable portion available to the Administrative Agent, such Lender
      and
      the Borrower severally agree to repay or pay to the Administrative Agent
      forthwith on demand such corresponding amount and to pay interest thereon,
      for
      each day from the date such amount is made available to the Borrower until
      the
      date such amount is repaid or paid to the Administrative Agent, at (i) in
      the case of the Borrower, the interest rate applicable at such time under
      Section 2.07 to Advances comprising such Borrowing and (ii) in the
      case of such Lender, the Federal Funds Rate plus
      1/2 of
      1%. If such Lender shall pay to the Administrative Agent such corresponding
      amount, such amount so paid shall constitute such Lender’s Advance as part of
      such Borrowing for all purposes.

     

    
      
        29

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  The
      failure of any Lender to make the Advance to be made by it as part of any
      Borrowing shall not relieve any other Lender of its obligation, if any,
      hereunder to make its Advance on the date of such Borrowing, but no Lender
      shall
      be responsible for the failure of any other Lender to make the Advance to be
      made by such other Lender on the date of any Borrowing.

     

    SECTION
      2.03.   Issuance
      of and Drawings and Reimbursement Under Letters of Credit.
       (a) 
      Request
      for Issuance.
      Each
      Letter of Credit shall be issued upon notice, given not later than
      11:00 A.M. (Charlotte, North Carolina time) on the tenth Business Day prior
      to the date of the proposed issuance of such Letter of Credit (or such later
      day
      as the Issuing Bank shall agree), by the Borrower to the Issuing Bank, which
      shall give to the Administrative Agent prompt notice thereof by telecopier
      or
      electronic communication. Each such notice of issuance of a Letter of Credit
      (a
“Notice
      of Issuance”)
      shall
      be in writing, or by telephone, confirmed promptly in writing, or telecopier
      or
      electronic communication, specifying therein the requested (i) date of such
      issuance (which shall be a Business Day), (ii) Available Amount of such
      Letter of Credit (which amount shall not be less than $1,000,000 unless
      otherwise agreed by the Issuing Bank and to the Administrative Agent),
      (iii) expiration date of such Letter of Credit, (iv) name and address
      of the beneficiary of such Letter of Credit and (v) form of such Letter of
      Credit, and shall be accompanied by such application and agreement for letter
      of
      credit as the Issuing Bank may specify to the Borrower for use in connection
      with such requested Letter of Credit (a “Letter
      of Credit Agreement”).
      If
      (A) the requested form of such Letter of Credit is acceptable to the
      Issuing Bank in its sole discretion and (B) it has not received notice of
      objection to such issuance from the Required Lenders, the Issuing Bank will,
      upon fulfillment of the applicable conditions set forth in Article III,
      make such Letter of Credit available to the Borrower at the Issuing Bank’s
      office referred to in Section 9.02 or as otherwise agreed with the Borrower
      in connection with such issuance. In the event and to the extent that the
      provisions of any Letter of Credit Agreement shall conflict with this Agreement,
      the provisions of this Agreement shall govern.

     

    (b)  Letter
      of Credit Reports.
      Upon
      request by the Administrative Agent, the Issuing Bank shall furnish (i) to
      the Administrative Agent on or about the first Business Day of each month a
      written report summarizing issuance and expiration dates of Letters of Credit
      issued during the previous month and drawings during such month under all
      Letters of Credit, (ii) to each Revolving Credit Lender on or about the
      first Business Day of each month a written report summarizing issuance and
      expiration dates of Letters of Credit issued during the preceding month and
      drawings during such month under all Letters of Credit and (iii) to the
      Administrative Agent and each Revolving Credit Lender on or about the first
      Business Day of each calendar quarter a written report setting forth the average
      daily aggregate Available Amount during the preceding calendar quarter of all
      Letters of Credit.

     

    (c)  Participations
      in Letters of Credit.
      Upon
      the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a)
      or
      the deemed issuance of the Existing Letter of Credit under Section 2.01(e),
      the
      Issuing Bank shall be deemed, without further action by any party hereto, to
      have sold to each Revolving Credit Lender, and each such Revolving Credit Lender
      shall be deemed, without further action by any party hereto, to have purchased
      from the Issuing Bank, a participation in such Letter of Credit in an amount
      for
      each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the
      Available Amount of such Letter of Credit, effective upon the issuance of such
      Letter of Credit. In consideration and in furtherance of the foregoing, each
      Revolving Credit Lender hereby absolutely and unconditionally agrees to pay
      such
      Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and
      not reimbursed by the Borrower forthwith on the date due as provided in Section
      2.04(d) (or which has been so reimbursed but must be returned or restored by
      the
      Issuing Bank because of the occurrence of an event specified in Section 6.01(f)
      or otherwise) by making available for the account of its Applicable Lending
      Office to the Administrative Agent for the account of the Issuing Bank by
      deposit to the Administrative Agent’s Account, in same day funds, an amount
      equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving
      Credit Lender acknowledges and agrees that its obligation to acquire and pay
      for
      participations pursuant to this Section 2.03(c) in respect of Letters of Credit
      is absolute and unconditional and shall not be affected by any circumstance
      whatsoever, including the occurrence and continuance of a Default or an Event
      of
      Default or the termination of the Commitments, and that each such payment shall
      be made without any off-set, abatement, withholding or reduction whatsoever.
      If
      and to the extent that any Revolving Credit Lender shall not have so made the
      amount of such L/C Disbursement available to the Administrative Agent, such
      Revolving Credit Lender agrees to pay to the Administrative Agent forthwith
      on
      demand such amount together with interest thereon, for each day from the date
      such L/C Disbursement is due pursuant to Section 2.04(d) until the date such
      amount is paid to the Administrative Agent, at the Federal Funds Rate for its
      account or the account of the Issuing Bank, as applicable. If such Lender shall
      pay to the Administrative Agent such amount for the account of the Issuing
      Bank
      on any Business Day, such amount so paid in respect of principal shall
      constitute a L/C Credit Extension made by such Lender on such Business Day
      for
      purposes of this Agreement, and the outstanding principal amount of the L/C
      Credit Extension made by the Issuing Bank shall be reduced by such amount on
      such Business Day.

     

    
      
        30

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  Drawing
      and Reimbursement.
      The
      payment by the Issuing Bank of a draft drawn under any Letter of Credit shall
      constitute for all purposes of this Agreement the making by the Issuing Bank
      of
      a L/C Credit Extension, which shall be a Base Rate Advance, in the amount of
      such draft.

     

    (e)  Failure
      to Make L/C Credit Extensions.
      The
      failure of any Lender to make the L/C Credit Extension to be made by it on
      the
      date specified in Section 2.03(c) shall not relieve any other Lender of its
      obligation hereunder to make its L/C Credit Extension on such date, but no
      Lender shall be responsible for the failure of any other Lender to make the
      L/C
      Credit Extension to be made by such other Lender on such date.

     

    (f)  Applicability
      of ISP98.
      Unless
      otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter
      of
      Credit is issued, the rules of the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such
      later version thereof as may be in effect at the time of issuance) shall apply
      to each Letter of Credit.

     

     

    
      
        31

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      2.04.   Repayment
      of Advances.
       (a)
       Term
      Advances.
      (i) Term
      B-1 Advances.
      The
      Borrower shall repay to the Administrative Agent for the ratable account of
      the
      respective Term B-1 Lenders the aggregate outstanding principal amount of the
      Term B-1 Advances on the following dates in amounts specified below (which
      amounts shall be reduced as a result of the application of prepayments in
      accordance with Section 2.06):

     

    
      	
              Date

            	
              Amount

            
	
              July
                28, 2006

            	
              $2,000,000

            
	
              October
                27, 2006

            	
              $2,000,000

            
	
              January
                26, 2007

            	
              $2,000,000

            
	
              April
                27, 2007

            	
              $2,000,000

            
	
              August
                3, 2007

            	
              $2,000,000

            
	
              November
                2, 2007

            	
              $2,000,000

            
	
              February
                1, 2008

            	
              $2,000,000

            
	
              May
                2, 2008

            	
              $2,000,000

            
	
              August
                1, 2008

            	
              $2,000,000

            
	
              October
                31, 2008

            	
              $2,000,000

            
	
              January
                30, 2009

            	
              $2,000,000

            
	
              May
                1, 2009

            	
              $2,000,000

            
	
              July
                31, 2009

            	
              $2,000,000

            
	
              October
                30, 2009

            	
              $2,000,000

            
	
              January
                29, 2010

            	
              $2,000,000

            
	
              April
                30, 2010

            	
              $2,000,000

            
	
              July
                30, 2010

            	
              $2,000,000

            
	
              October
                29, 2010

            	
              $2,000,000

            
	
              January
                28, 2011

            	
              $2,000,000

            
	
              April
                29, 2011

            	
              $2,000,000

            
	
              July
                29, 2011

            	
              $2,000,000

            
	
              October
                28, 2011

            	
              $2,000,000

            
	
              January
                27, 2012

            	
              $2,000,000

            
	
              April
                27, 2012

            	
              $2,000,000

            
	
              August
                3, 2012

            	
              $2,000,000

            
	
              November
                2, 2012

            	
              $2,000,000

            
	
              February
                1, 2013

            	
              $2,000,000

            
	
              April
                27, 2013

            	
              All
                remaining balance of Term B-1
                Advances

            


    

    


    provided,
      however,
      that
      the final principal installment shall be repaid on the Termination Date in
      respect of each Term Facility and in any event shall be in an amount equal
      to
      the aggregate principal amount of the Term Advances outstanding on such date;
      provided,
      further,
      that
      upon the making of any Term B-2 Advances, the amortization schedule set forth
      above and this Section 2.04(a)(i) shall be subject to Section
      2.04(a)(ii).

     

    (ii)  Term
      B-2 Advances.
      The
      Borrower shall repay to the Administrative Agent for the ratable account of
      the
      respective Term B-2 Lenders the aggregate outstanding principal amount of the
      Term B-2 Advances as follows: upon the making of any Term B-2 Advances pursuant
      to Section 2.01(a)(ii), (x) amortization shall commence with respect to such
      Term B-2 Advances and shall be payable in the same proportions (adjusted for
      the
      later commencement date) and on the dates as amortization is payable on the
      Term
      B-1 Advances, (y) Section 2.04(a) and the amortization schedule set forth herein
      shall be deemed amended to the extent necessary to incorporate the amortization
      of such Term B-2 Advances and (z) any such deemed amendment may be memorialized
      in writing by the Administrative Agent with the Borrower’s consent (not to be
      unreasonably withheld) and made available to the other parties
      hereto.

     

    
      
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    (b)  Revolving
      Credit Advances.
      The
      Borrower shall repay to the Administrative Agent for the ratable account of
      the
      Revolving Credit Lenders on the Termination Date in respect of the Revolving
      Credit Facility the aggregate principal amount of the Revolving Credit Advances
      then outstanding.

     

    (c)  Swing
      Line Advances.
      The
      Borrower shall repay to the Administrative Agent for the account of the Swing
      Line Bank and each other Revolving Credit Lender that has made a Swing Line
      Advance the outstanding principal amount of each Swing Line Advance made by
      each
      of them on the earlier of the maturity date specified in the applicable Notice
      of Swing Line Borrowing (which maturity shall be no later than the seventh
      Business Day after the requested date of such Borrowing) and the Termination
      Date in respect of the Revolving Credit Facility.

     

    (d)  L/C
      Credit Extensions.
      (i)
      The
      Borrower shall repay to the Administrative Agent for the account of the Issuing
      Bank and each other Revolving Credit Lender that has made a L/C Credit Extension
      on the earlier of demand and the Termination Date in respect of the Revolving
      Credit Facility the outstanding principal amount of each L/C Credit Extension
      made by each of them.

     

    (ii)  The
      Obligations of the Borrower (with respect to payment) and the Revolving Credit
      Lenders under this Agreement, any Letter of Credit Agreement and any other
      agreement or instrument relating to any Letter of Credit in respect of any
      Letter of Credit (including all reimbursement obligations payable to the Issuing
      Bank with respect thereto) shall be unconditional and irrevocable, and shall
      be
      paid strictly in accordance with the terms of this Agreement, such Letter of
      Credit Agreement and such other agreement or instrument under all circumstances,
      including, without limitation, any or all of the following circumstances (it
      being understood that any such payment by the Borrower is without prejudice
      to,
      and does not constitute a waiver of, any rights the Borrower might have or
      might
      acquire as a result of the payment by the Issuing Bank of any draft or the
      reimbursement by the Borrower thereof):

     

    (A)  any
      lack
      of validity or enforceability of any Loan Document, any Letter of Credit
      Agreement, any Letter of Credit or any other agreement or instrument relating
      thereto (all of the foregoing being, collectively, the “L/C
      Related Documents”);

     

    (B)  any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations of the Borrower in respect of any L/C Related Document
      or any other amendment or waiver of or any consent to departure from all or
      any
      of the L/C Related Documents;

     

    (C)  the
      existence of any claim, set-off, defense or other right that the Borrower may
      have at any time against any beneficiary or any transferee of a Letter of Credit
      (or any Persons for which any such beneficiary or any such transferee may be
      acting), the Issuing Bank or any other Person, whether in connection with the
      transactions contemplated by the L/C Related Documents or any unrelated
      transaction;

     

    (D)  any
      statement or any other document presented under a Letter of Credit proving
      to be
      forged, fraudulent, invalid or insufficient in any respect or any statement
      therein being untrue or inaccurate in any respect;

     

    
      
        33

      

      
        
        

        
          

        

      

      
        
        

      

    

    (E)  payment
      by the Issuing Bank under a Letter of Credit against presentation of a draft,
      certificate or other document that does not strictly comply with the terms
      of
      such Letter of Credit;

     

    (F)  any
      exchange, release or non-perfection of any Collateral or other collateral,
      or
      any release or amendment or waiver of or consent to departure from the
      Guaranties or any other guarantee, for all or any of the Obligations of the
      Borrower in respect of the L/C Related Documents; or

     

    (G)  any
      other
      circumstance or happening whatsoever, whether or not similar to any of the
      foregoing, including, without limitation, any other circumstance that might
      otherwise constitute a defense available to, or a discharge of, the Borrower
      or
      a guarantor.

     

    SECTION
      2.05.   Termination
      or Reduction of the Commitments.  (a)  Optional.
      The
      Borrower may, upon at least five Business Days’ written notice to the
      Administrative Agent, terminate in whole or reduce in part the unused portions
      of the Term B-1 Commitments, the Term B-2 Commitments, the Swing Line Facility
      and the Letter of Credit Facility and the Unused Revolving Credit Commitments;
      provided,
      however,
      that
      each partial reduction of a Facility (i) shall be in an aggregate amount of
      $5,000,000 or an integral multiple of $1,000,000 in
      excess
      thereof and (ii) shall be made ratably among the Appropriate Lenders in
      accordance with their Commitments with respect to such Facility. Any such
      termination or reduction of the Unused Revolving Credit Commitments shall be
      permanent.

     

    (b)  Mandatory.
      (i)
      Upon
      each making of the Term Advances, the aggregate Term Commitments of the Term
      Lenders shall be automatically and permanently reduced, on a pro rata basis,
      by
      an amount equal to the aggregate amount of such Term Advances. The Term B-1
      Commitment shall automatically terminate in whole upon the drawing thereunder.
      The Term B-2 Commitment shall automatically terminate in whole upon the earlier
      to occur of (A) the second drawing thereunder and (B) the end of the Term B-2
      Availability Period.

     

    (ii)  The
      Letter of Credit Facility shall be permanently reduced from time to time on
      the
      date of each reduction in the Revolving Credit Facility by the amount, if any,
      by which the amount of the Letter of Credit Facility exceeds the Revolving
      Credit Facility after giving effect to such reduction of the Revolving Credit
      Facility.

     

    (iii)  The
      Swing
      Line Facility shall be permanently reduced from time to time on the date of
      each
      reduction in the Revolving Credit Facility by the amount, if any, by which
      the
      amount of the Swing Line Facility exceeds the Revolving Credit Facility after
      giving effect to such reduction of the Revolving Credit Facility.

     

    SECTION
      2.06.   Prepayments.
       (a) Optional.
      The
      Borrower may, upon at least one Business Day’s notice in the case of Base Rate
      Advances and three Business Days’ notice in the case of Eurodollar Rate
      Advances, in each case to the Administrative Agent stating the proposed date
      and
      aggregate principal amount of the prepayment, and if such notice is given the
      Borrower shall, prepay the outstanding aggregate principal amount of the
      Advances comprising part of the same Borrowing in whole or ratably in part,
      together with accrued interest to the date of such prepayment on the
      aggregate principal amount prepaid; provided,
      however,
      that
      (i) each partial prepayment shall be in an aggregate principal amount of
      $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii)
      if
      any prepayment of a Eurodollar Rate Advance is made on a date other than the
      last day of an Interest Period for such Advance, the Borrower shall also pay
      any
      amounts owing pursuant to Section 9.04(c). Each such prepayment shall be
      applied ratably to the amortization installments under the Term
      Facility.

     

    
      
        34

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Mandatory.
      (i)
      The
      Borrower shall, on the 90th
      day
      following the end of each Fiscal Year, commencing in respect of the Fiscal
      Year
      ended on or about August 3, 2007, prepay an aggregate principal amount of the
      Advances comprising part of the same Borrowings and (if applicable pursuant
      to
      Section 2.06(b)(vi) below) deposit an amount in the Collateral Account in an
      amount equal to, (A) at any time when the Consolidated Total Leverage Ratio
      as
      of the end of the applicable Fiscal Year is greater than 2.50:1.00, 50% of
      the
      amount of Excess Cash Flow for such Fiscal Year and (B) at any time when the
      Consolidated Total Leverage Ratio as of the end of the applicable Fiscal Year
      is
      less than or equal to 2.50:1.00, 25% of the amount of Excess Cash Flow for
      such
      Fiscal Year. Each such prepayment shall be applied first
      ratably
      to the amortization installments under the Term Facility and second
      to the
      Revolving Credit Facility without reduction in the Revolving Credit Commitment
      or the Letter of Credit Commitment as set forth below in clause (v) of this
      Section 2.06(b).

     

    (ii)  The
      Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan
      Party or any of its Subsidiaries from (A) the sale, lease, transfer or
      other disposition of any assets of any Loan Party or any of its Subsidiaries
      (other than any sale, lease, transfer or other disposition of assets pursuant
      to
      clause (i), (ii), (iii), (iv), (vi), (vii)(B) or (vii)(D)(except as provided
      in
      the proviso thereto) of Section 5.02(e)), (B) the incurrence or issuance by
      any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred
      or issued pursuant to Section 5.02(b)), (C) the issuance of any class of
      equity (other than pursuant to a Permitted Disposition or the issuance of equity
      compensation to the employees of the Borrower and its Subsidiaries including
      stock option exercises and restricted stock issuance), (D) any capital
      contribution and (E) any Extraordinary Receipt received by or paid to or for
      the
      account of any Loan Party or any of its Subsidiaries and not otherwise included
      in clause (A), (B), (C) or (D) above, prepay an aggregate principal amount
      of
      the Advances comprising part of the same Borrowings and (if applicable pursuant
      to Section 2.06(b)(vi) below) deposit an amount in the Collateral Account in
      an
      amount equal to 100% of the amount of such Net Cash Proceeds. Each such
      prepayment shall be applied first
      to the
      Term Facility to reduce in direct order the next four scheduled amortization
      payments thereunder immediately following the date of such prepayment unless
      and
      until such amortization payments have been eliminated as a result of such
      reductions and, thereafter ratably to the remaining amortization installments
      thereunder and second
      to the
      Revolving Credit Facility without reduction in the Revolving Credit Commitment
      or the Letter of Credit Commitment as set forth below in clause (v) of this
      Section 2.06(b).

     

    (iii)  The
      Borrower shall, on each Business Day, prepay an aggregate principal amount
      of
      the Revolving Credit Advances comprising part of the same Borrowings, the L/C
      Credit Extensions and the Swing Line Advances and (if applicable pursuant to
      Section 2.06(b)(vi) below) deposit an amount in the Collateral Account in an
      amount equal to the amount by which (A) the sum of the aggregate principal
      amount of (x) the Revolving Credit Advances, (y) the L/C Credit Extensions
      and
      (z) the Swing Line Advances then outstanding plus
      the
      aggregate Available Amount of all Letters of Credit then outstanding exceeds
      (B) the Revolving Credit Facility on such Business Day.

     

    (iv)  The
      Borrower shall, on each Business Day, pay to the Administrative Agent for
      deposit in the L/C Collateral Account an amount sufficient to cause the
      aggregate amount on deposit in the L/C Collateral Account to equal the amount
      by
      which the aggregate Available Amount of all Letters of Credit then outstanding
      exceeds the Letter of Credit Facility on such Business Day.

     

    (v)  Prepayments
      of the Revolving Credit Facility made pursuant to clause (i), (ii), or (iii)
      above shall be made without reduction in the Revolving Credit Commitment or
      the
      Letter of Credit Commitment and shall be first
      applied
      to prepay L/C Credit Extensions then outstanding until such Advances are paid
      in
      full, second
      applied
      to prepay Swing Line Advances then outstanding until such Advances are paid
      in
      full, and third
      applied
      to prepay Revolving Credit Advances then outstanding comprising part of the
      same
      Borrowings until such Advances are paid in full and, in the case of prepayments
      of the Revolving Credit Facility required pursuant to clause (i) or (ii) above,
      the amount remaining (if any) after the prepayment in full of the Advances
      then
      outstanding may be retained by the Borrower. Upon the drawing of any Letter
      of
      Credit for which funds are on deposit in the L/C Collateral Account, such funds
      shall be applied to reimburse the Issuing Bank or Revolving Credit Lenders,
      as
      applicable.

     

    
      
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    (vi)  All
      prepayments under this subsection (b) shall be made together with accrued
      interest to the date of such prepayment on the principal amount prepaid,
      together with any amounts owing pursuant to Section 9.04(c). If any payment
      of
      Eurodollar Rate Advances otherwise required to be made under Section 2.06(b)
      would be made on a day other than the last day of the applicable Interest Period
      therefor, the Borrower may direct the Administrative Agent to (and if so
      directed, the Administrative Agent shall) deposit such payment in the Collateral
      Account until the last day of the applicable Interest Period at which time
      the
      Administrative Agent shall apply the amount of such payment to the prepayment
      of
      such Advances; provided,
      however,
      that
      such Advances shall continue to bear interest as set forth in Section 2.07
      until the last day of the applicable Interest Period therefor.

     

    SECTION
      2.07.   Interest

     

    .
      (a) Scheduled
      Interest.
      The
      Borrower shall pay interest on the unpaid principal amount of each Advance
      owing
      to each Lender from the date of such Advance until such principal amount shall
      be paid in full, at the following rates per annum:

     

    (i)  Base
      Rate Advances.
      During
      such periods as such Advance is a Base Rate Advance, a rate per annum equal
      at
      all times to the sum of (A) the Base Rate in effect from time to time
plus
      (B) the Applicable Percentage in effect from time to time, payable in
      arrears quarterly on the last day of each April, July, October and January
      during such periods and on the date such Base Rate Advance shall be Converted
      or
      paid in full.

     

    (ii)  Eurodollar
      Rate Advances.
      During
      such periods as such Advance is a Eurodollar Rate Advance, a rate per annum
      equal at all times during each Interest Period for such Advance to the sum
      of
      (A) the Eurodollar Rate for such Interest Period for such Advance
plus
      (B) the Applicable Percentage in effect on the first day of such Interest
      Period, payable in arrears on the last day of such Interest Period and, if
      such
      Interest Period has a duration of more than three months, on each day that
      occurs during such Interest Period every three months from the first day of
      such
      Interest Period and on the date such Eurodollar Rate Advance shall be Converted
      or paid in full.

     

    (b)  Default
      Interest.
      Upon
      the occurrence and during the continuance of a Default under Section 6.01(a)
      or
      6.01(f) or an Event of Default, the Administrative Agent may, and upon the
      request of the Required Lenders shall, require that the Borrower pay interest
      (“Default
      Interest”)
      on (i)
      the unpaid principal amount of each Advance owing to each Lender Party, payable
      in arrears on the dates referred to in clause (i) or (ii) of Section 2.07(a),
      as
      applicable, and on demand, at a rate per annum equal at all times to 2% per
      annum above the rate per annum required to be paid on such Advance pursuant
      to
      clause (i) or (ii) of Section 2.07(a), as applicable, and (ii) to the fullest
      extent permitted by applicable law, the amount of any interest, fee or other
      amount payable under this Agreement or any other Loan Document to any Agent
      or
      any Lender Party that is not paid when due, from the date such amount shall
      be
      due until such amount shall be paid in full, payable in arrears on the date
      such
      amount shall be paid in full and on demand, at a rate per annum equal at all
      times to 2% per annum above the rate per annum required to be paid, in the
      case
      of interest, on the Type of Advance on which such interest has accrued pursuant
      to clause (i) or (ii) of Section 2.07(a), as applicable, and, in all other
      cases, on Base Rate Advances pursuant to clause (i) of Section 2.07(a);
provided,
      however,
      that
      (x) following the acceleration of the Advances, or the giving of notice by
      the
      Agent to accelerate the Advances, pursuant to Section 6.01, Default Interest
      shall accrue and be payable hereunder whether or not previously required by
      the
      Administrative Agent and (y) at any time after the payment of Default Interest
      has been required, the Required Lenders may, if they so determine, rescind
      the
      accrual or payment of any or all Default Interest.

     

    
      
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    (c)  Notice
      of Interest Period and Interest Rate.
      Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a),
      a
      notice of Conversion pursuant to Section 2.09 or a notice of selection of
      an Interest Period pursuant to the terms of the definition of “Interest Period”,
      the Administrative Agent shall give notice to the Borrower and each Appropriate
      Lender of the applicable Interest Period and the applicable interest rate
      determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii)
      above.

     

    SECTION
      2.08.   Fees.
       (a) Commitment
      Fee.
      (i) The
      Borrower shall pay to the Administrative Agent for the account of the Revolving
      Credit Lenders a commitment fee (the “Revolving
      Credit Commitment Fee”),
      from
      and including the date hereof in the case of each Person that is a Lender as
      of
      the date hereof and from and including the effective date specified in the
      Assignment and Acceptance pursuant to which it became a Lender in the case
      of
      each other Lender until the Termination Date in respect of the Revolving Credit
      Commitment, payable in arrears, quarterly, as invoiced by the Administrative
      Agent on or before the due date, on the last day of each April, July, October
      and January, commencing July 31, 2006, and on the Termination Date in respect
      of
      the applicable Facility, at the Applicable Percentage in respect of Revolving
      Credit Commitment Fee on the average daily Unused Revolving Credit Commitment
      of
      such Lender; provided,
      however,
      that (A)
      outstanding Swing Line Advances shall not constitute usage of the Revolving
      Credit Commitments for purposes of calculating the foregoing and (B) no
      commitment fee shall accrue on any of the Commitments of a Defaulting Lender
      so
      long as such Lender shall be a Defaulting Lender.

     

    (ii)
      The
      Borrower shall pay to the Administrative Agent for the account of the Term
      B-2
      Lenders a commitment fee (the “Delayed
      Draw Commitment Fee”),
      from
      and including the date hereof in the case of each Person that is a Lender as
      of
      the date hereof and from and including the effective date specified in the
      Assignment and Acceptance pursuant to which it became a Term B-2 Lender in
      the
      case of each other Lender until the termination or expiration of each Lender’s
      Term B-2 Commitment, payable in arrears, quarterly, as invoiced by the
      Administrative Agent on or before the due date, on the last day of each April,
      July, October and January, commencing July 31, 2006, and on the date of
      termination of such Lender’s Term B-2 Commitment, at the Applicable Percentage
      in respect of Delayed Draw Commitment Fee on the unused Term B-2 Commitment
      of
      such Lender.

     

    (b)  Letter
      of Credit Fees, Etc.
      (i)
      The
      Borrower shall pay to the Administrative Agent for the account of each Revolving
      Credit Lender a commission, payable in arrears quarterly, as invoiced by the
      Administrative Agent on or before the due date, on the last day of each April,
      July, October and January, commencing July 31, 2006, and on the Termination
      Date
      in respect of the Revolving Credit Facility, on such Lender’s Pro Rata
      Share of the average daily aggregate Available Amount during such quarter of
      all
      Letters of Credit at the Applicable Percentage for Eurodollar Rate Advances
      under the Revolving Credit Facility. Upon the occurrence and during the
      continuance of a Default under Section 6.01(a) or 6.01(f) or an Event of
      Default, the amount of commission payable by the Borrower under this clause
      (b)(i) shall be increased by 2% per annum.

     

    
      
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    (ii) The
      Borrower shall pay to the Issuing Bank, for its own account, such commissions,
      issuance fees, fronting fees, transfer fees and other fees and charges in
      connection with the issuance or administration of each Letter of Credit as
      the
      Borrower and the Issuing Bank shall agree, with the initial fronting fee to
      be
      0.125% per annum on the Available Amount of all Letters of Credit payable
      quarterly, as invoiced by the Administrative Agent on or before the due date,
      in
      arrears on the last day of each April, July, October and January, commencing
      July 31, 2006.

     

    (c)  Agents’
      Fees.
      The
      Borrower shall pay to each Agent for its own account such fees pursuant to
      the
      Fee Letter.

     

    SECTION
      2.09.   Conversion
      of Advances.
       (a) Optional.
      The
      Borrower may on any Business Day, upon notice given to the Administrative Agent
      not later than 11:00 A.M. (Charlotte, North Carolina time) on the third
      Business Day prior to the date of the proposed Conversion and subject to the
      provisions of Sections 2.07 and 2.10, Convert all or any portion of the
      Advances of one Type comprising the same Borrowing into Advances of the other
      Type; provided,
      however,
      that
      this Section 2.09(a) shall not apply to Swing Line Advances; and provided
      further that
      except as provided in Section 2.10(a), any Conversion of Eurodollar Rate
      Advances into Base Rate Advances shall be made only on the last day of an
      Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate
      Advances into Eurodollar Rate Advances shall be in an amount not less than
      the
      minimum amount specified in Section 2.02(c), no Conversion of any Advances
      shall result in more separate Borrowings than permitted under
      Section 2.02(c) and each Conversion of Advances comprising part of the same
      Borrowing under any Facility shall be made ratably among the Appropriate Lenders
      in accordance with their Commitments under such Facility. Each such notice
      of
      Conversion shall, within the restrictions specified above, specify (i) the
      date of such Conversion, (ii) the Advances to be Converted and
      (iii) if such Conversion is into Eurodollar Rate Advances, the duration of
      the initial Interest Period for such Advances. Each notice of Conversion shall
      be irrevocable and binding on the Borrower.

     

    (b)  Mandatory.
      (i)
      On the
      date on which the aggregate unpaid principal amount of Eurodollar Rate Advances
      comprising any Borrowing shall be reduced, by payment or prepayment or
      otherwise, to less than $5,000,000, such Advances shall automatically Convert
      into Base Rate Advances.

     

    (ii)  If
      the
      Borrower shall fail to select the duration of any Interest Period for any
      Eurodollar Rate Advances in accordance with the provisions contained in the
      definition of “Interest Period” in Section 1.01, the Administrative Agent
      will forthwith so notify the Borrower and the Appropriate Lenders, whereupon
      each such Eurodollar Rate Advance will automatically, on the last day of the
      then existing Interest Period therefor, Convert into a Base Rate
      Advance.

     

    (iii)  Upon
      the
      occurrence and during the continuance of any Default, (A) each Eurodollar
      Rate Advance will automatically, on the last day of the then existing Interest
      Period therefor, Convert into a Base Rate Advance and (B) the obligation of
      the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances
      shall
      be suspended, unless in any such case the Required Lenders shall otherwise
      agree.

     

    SECTION
      2.10.   Increased
      Costs, Etc.
       (a)
      If, due
      to either (i) the introduction of or any change in or in the interpretation
      of any law or regulation or (ii) the compliance with any guideline or
      request from any central bank or other governmental authority (whether or not
      having the force of law), there shall be any increase in the cost to any Lender
      Party of agreeing to make or of making, funding or maintaining Eurodollar Rate
      Advances or of agreeing to issue or of issuing or maintaining or participating
      in Letters of Credit or of agreeing to make or of making or maintaining L/C
      Credit Extensions (excluding, for purposes of this Section 2.10, any such
      increased costs resulting from (x) Taxes or Other Taxes (as to which
      Section 2.12 shall govern) and (y) changes in the basis of taxation of
      overall net income or overall gross income by the United States or by the
      foreign jurisdiction or state under the laws of which such Lender Party is
      organized or has its Applicable Lending Office or any political subdivision
      thereof), then the Borrower shall from time to time, upon demand by such Lender
      Party (with a copy of such demand to the Administrative Agent), pay to the
      Administrative Agent for the account of such Lender Party additional amounts
      sufficient to compensate such Lender Party for such increased
      cost; provided,
      however,
      that a
      Lender Party claiming additional amounts under this Section 2.10(a) agrees
      to
      use reasonable efforts (consistent with its internal policy and legal and
      regulatory restrictions) to designate a different Applicable Lending Office
      if
      the making of such a designation would avoid the need for, or reduce the amount
      of, such increased cost that may thereafter accrue and would not, in the
      reasonable judgment of such Lender Party, be otherwise disadvantageous to such
      Lender Party. A certificate as to the amount of such increased cost, submitted
      to the Borrower by such Lender Party, shall be conclusive and binding for all
      purposes, absent manifest error. Upon receipt of notice from a Lender Party
      claiming compensation pursuant to this Section 2.10(a) and so long as no Event
      of Default shall have occurred and be continuing, the Borrower, in addition
      to
      its rights under Section 2.10(e), shall have the right, on or before the 30th
      day after receipt of such notice, to Convert each Eurodollar Rate Advance under
      which such Lender has a Commitment into a Base Rate Advance, subject to payment
      in full of (i) all amounts necessary to compensate such Lender for such
      increased costs and (ii) any amounts owing pursuant to Section 9.04(c) as a
      result of such conversion.

     

    
      
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    (b)  If,
      due
      to either (i) the introduction or effectiveness of or any change in or in
      the interpretation of any law or regulation or (ii) the compliance with any
      guideline or request from any central bank or other governmental authority
      (whether or not having the force of law), there shall be any increase in the
      amount of capital required or expected to be maintained by any Lender Party
      or
      any corporation controlling such Lender Party as a result of or based upon
      the
      existence of such Lender Party’s commitment to lend or to issue or participate
      in Letters of Credit hereunder and other commitments of such type or the
      issuance or maintenance of or participation in the Letters of Credit (or similar
      guaranteed Debts), then, upon demand by such Lender Party or such corporation
      (with a copy of such demand to the Administrative Agent), the Borrower shall
      pay
      to the Administrative Agent for the account of such Lender Party, from time
      to
      time as specified by such Lender Party, additional amounts sufficient to
      compensate such Lender Party in the light of such circumstances, to the extent
      that such Lender Party reasonably determines such increase in capital to be
      allocable to the existence of such Lender Party’s commitment to lend or to issue
      or participate in Letters of Credit hereunder or to the issuance or maintenance
      of or participation in any Letters of Credit. A certificate as to such amounts
      submitted to the Borrower by such Lender Party shall be conclusive and binding
      for all purposes, absent manifest error.

     

    (c)  If
      (i)
      the Administrative Agent shall reasonably determine (which determination shall
      be conclusive and binding absent manifest error) that, by reason of
      circumstances affecting the relevant market, reasonable and adequate means
      do
      not exist for ascertaining the Eurodollar Rate for an Interest Period or (ii)
      the Required Lenders shall reasonably determine (which determination shall
      be
      conclusive and binding absent manifest error) that the Eurodollar Rate does
      not
      adequately and fairly reflect the cost to such Lenders of funding or maintaining
      the Eurodollar Rate Advances for any Interest Period that the Borrower has
      requested be outstanding, the Administrative Agent shall forthwith so notify
      the
      Borrower and the Appropriate Lenders. Unless the Borrower shall have notified
      the Administrative Agent upon receipt of such notice that it wishes to rescind
      or modify its request regarding such Eurodollar Rate Advances, (x) each
      such Eurodollar Rate Advance that was requested to be Converted into or
      continued as a Eurodollar Rate Advance will automatically, on the last day
      of
      the then existing Interest Period therefor, Convert into a Base Rate Advance
      and
      (y) the obligation of the Appropriate Lenders to make, or to Convert
      Advances into, Eurodollar Rate Advances shall be suspended until the
      Administrative Agent shall notify the Borrower that such Lenders have determined
      that the circumstances causing such suspension no longer exist. 

     

    
      
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    (d)  Notwithstanding
      any other provision of this Agreement, if the introduction or effectiveness
      of
      or any change in or in the interpretation of any law or regulation shall make
      it
      unlawful, or any central bank or other governmental authority shall assert
      that
      it is unlawful, for any Lender or its Eurodollar Lending Office to perform
      its
      obligations hereunder to make Eurodollar Rate Advances or to continue to fund
      or
      maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand
      therefor by such Lender to the Borrower through the Administrative Agent,
      (i) each Eurodollar Rate Advance under each Facility under which such
      Lender has a Commitment will automatically, upon such demand, Convert into
      a
      Base Rate Advance and (ii) the obligation of the Appropriate Lenders to
      make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended
      until the Administrative Agent shall notify the Borrower that such Lender has
      determined that the circumstances causing such suspension no longer exist;
      provided,
      however,
      that,
      before making any such demand, such Lender agrees to use reasonable efforts
      (consistent with its internal policy and legal and regulatory restrictions)
      to
      designate a different Eurodollar Lending Office if the making of such a
      designation would allow such Lender or its Eurodollar Lending Office to continue
      to perform its obligations to make Eurodollar Rate Advances or to continue
      to
      fund or maintain Eurodollar Rate Advances and would not, in the judgment of
      such
      Lender, be otherwise disadvantageous to such Lender.

     

    (e)  In
      the
      event that any Lender Party demands payment of costs or additional amounts
      pursuant to Section 2.10 or Section 2.12 or asserts, pursuant to Section
      2.10(d), that it is unlawful for such Lender Party to make Eurodollar Rate
      Advances or becomes a Defaulting Lender then (subject to such Lender Party’s
      right to rescind such demand or assertion within 10 days after the notice from
      the Borrower referred to below) the Borrower may, so long as no Event of Default
      has occurred and is continuing and so long as such costs or additional amounts
      are materially more than those charged by other Lenders, upon 20 days’ prior
      written notice to such Lender Party and the Administrative Agent, elect to
      cause
      such Lender Party to assign its Advances and Commitments in full to one or
      more
      Persons selected by the Borrower so long as (a) each such Person satisfies
      the
      criteria of an Eligible Assignee and is reasonably satisfactory to the
      Administrative Agent, (b) such Lender Party receives payment in full of the
      outstanding principal amount of all Advances made by it and all accrued and
      unpaid interest thereon and all other amounts due and payable to such Lender
      Party as of the date of such assignment (including, without limitation, amounts
      owing pursuant to Section 2.10, 2.12, 2.15 and 9.04) and (c) each such Lender
      Party assignee agrees to accept such assignment and to assume all obligations
      of
      such Lender Party hereunder in accordance with Section 9.07.

     

    
      
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    SECTION
      2.11.   Payments
      and Computations.
       (a)
      The
      Borrower shall make each payment hereunder and under the other Loan Documents,
      irrespective of any right of counterclaim or set-off (except as otherwise
      provided in Section 2.15), not later than 11:00 A.M. (Charlotte, North
      Carolina time) on the day when due in U.S. dollars to the Administrative Agent
      at the Administrative Agent’s Account in same day funds, with payments being
      received by the Administrative Agent after such time being deemed to have been
      received on the next succeeding Business Day. The Administrative Agent will
      promptly thereafter cause like funds to be distributed (i) if such payment
      by the Borrower is in respect of principal, interest, commitment fees or any
      other Obligation then payable hereunder and under the other Loan Documents
      to
      more than one Lender Party, to such Lender Parties for the account of their
      respective Applicable Lending Offices ratably in accordance with the amounts
      of
      such respective Obligations then payable to such Lender Parties and (ii) if
      such payment by the Borrower is in respect of any Obligation then payable
      hereunder to one Lender Party, to such Lender Party for the account of its
      Applicable Lending Office, in each case to be applied in accordance with the
      terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
      and
      recording of the information contained therein in the Register pursuant to
      Section 9.07(d), from and after the effective date of such Assignment and
      Acceptance, the Administrative Agent shall make all payments hereunder and
      under
      the other Loan Documents in respect of the interest assigned thereby to the
      Lender Party assignee thereunder, and the parties to such Assignment and
      Acceptance shall make all appropriate adjustments in such payments for periods
      prior to such effective date directly between themselves.

     

    (b)  The
      Borrower hereby authorizes each Lender Party and each of its Affiliates, if
      and
      to the extent payment owed to such Lender Party is not made when due hereunder
      or under the other Loan Documents to charge from time to time, to the fullest
      extent permitted by law, against any or all of the Borrower’s accounts with such
      Lender Party or such Affiliate any amount so due.

     

    (c)  All
      computations of interest based on the Base Rate shall be made by the
      Administrative Agent on the basis of a year of 365 or 366 days, as the case
      may
      be, and all computations of interest based on the Eurodollar Rate or the Federal
      Funds Rate and of fees and Letter of Credit commissions shall be made by the
      Administrative Agent on the basis of a year of 360 days, in each case for the
      actual number of days (including the first day but excluding the last day)
      occurring in the period for which such interest, fees or commissions are
      payable. Each determination by the Administrative Agent of an interest rate,
      fee
      or commission hereunder shall be conclusive and binding for all purposes, absent
      manifest error.

     

    (d)  Whenever
      any payment hereunder or under the other Loan Documents shall be stated to
      be
      due on a day other than a Business Day, such payment shall be made on the next
      succeeding Business Day, and such extension of time shall in such case be
      included in the computation of payment of interest or commitment or letter
      of
      credit fee or commission, as the case may be; provided,
      however,
      that, if
      such extension would cause payment of interest on or principal of Eurodollar
      Rate Advances to be made in the next following calendar month, such payment
      shall be made on the next preceding Business Day.

     

    (e)  Unless
      the Administrative Agent shall have received notice from the Borrower prior
      to
      the date on which any payment is due to any Lender Party hereunder that the
      Borrower will not make such payment in full, the Administrative Agent may assume
      that the Borrower has made such payment in full to the Administrative Agent
      on
      such date and the Administrative Agent may, in reliance upon such assumption,
      cause to be distributed to each such Lender Party on such due date an amount
      equal to the amount then due such Lender Party. If and to the extent the
      Borrower shall not have so made such payment in full to the Administrative
      Agent, each such Lender Party shall repay to the Administrative Agent forthwith
      on demand such amount distributed to such Lender Party together with interest
      thereon, for each day from the date such amount is distributed to such Lender
      Party until the date such Lender Party repays such amount to the Administrative
      Agent, at the Federal Funds Rate.

     

    
      
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    (f)  Whenever
      any payment received by the Administrative Agent under this Agreement, any
      of
      the other Loan Documents or any Secured Hedge Agreement is insufficient to
      pay
      in full all amounts due and payable to the Agents, the Lender Parties and the
      Hedge Banks under or in respect of this Agreement, the other Loan Documents
      and
      the Secured Hedge Agreement on any date, such payment shall be distributed
      by
      the Administrative Agent and applied by the Agents and the Lender Parties in
      the
      following order of priority:

     

    (i)  first,
      to the
      payment of all of the fees, indemnification payments, costs and expenses that
      are due and payable to the Agents (solely in their respective capacities as
      Agents) under or in respect of this Agreement and the other Loan Documents
      on
      such date, ratably based upon the respective aggregate amounts of all such
      fees,
      indemnification payments, costs and expenses owing to the Agents on such
      date;

     

    (ii)  second,
      to the
      payment of all of the fees, indemnification payments, costs and expenses that
      are due and payable to the Issuing Bank and the Swing Line Bank (solely in
      their
      respective capacities as such) under or in respect of this Agreement and the
      other Loan Documents on such date, ratably based upon the respective aggregate
      amounts of all such fees, indemnification payments, costs and expenses owing
      to
      the Issuing Bank and the Swing Line Bank on such date;

     

    (iii)  third,
      to the
      payment of all of the indemnification payments, costs and expenses that are
      due
      and payable to the Lenders under Sections 9.04 hereof, Section 14 of the Pledge
      Agreement and any similar section of any of the other Loan Documents on such
      date, ratably based upon the respective aggregate amounts of all such
      indemnification payments, costs and expenses owing to the Lenders on such
      date;

     

    (iv)  fourth,
      to the
      payment of all of the amounts that are due and payable to the Administrative
      Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date,
      ratably based upon the respective aggregate amounts thereof owing to the
      Administrative Agent and the Lender Parties on such date;

     

    (v)  fifth,
      to the
      payment of all of the fees that are due and payable to the Lenders under Section
      2.08(a) on such date, ratably based upon the respective aggregate Commitments
      of
      the Lenders under the Facilities on such date;

     

    (vi)  sixth,
      to the
      payment of all of the accrued and unpaid interest on the Obligations of the
      Borrower under or in respect of the Loan Documents that is due and payable
      to
      the Administrative Agent and the Lender Parties under Section 2.07(b) on such
      date, ratably based upon the respective aggregate amounts of all such interest
      owing to the Administrative Agent and the Lender Parties on such
      date;

     

    
      
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    (vii)  seventh,
      to the
      payment of all of the accrued and unpaid interest on the Advances that is due
      and payable to the Administrative Agent and the Lender Parties under Section
      2.07(a) on such date, ratably based upon the respective aggregate amounts of
      all
      such interest owing to the Administrative Agent and the Lender Parties on such
      date;

     

    (viii)  eighth,
      ratably
      to (A) the payment of the principal amount of all of the outstanding Advances
      that is due and payable to the Administrative Agent and the Lender Parties
      on
      such date, ratably based upon the respective aggregate amounts of all such
      principal owing to the Administrative Agent and the Lender Parties on such
      date
      and (B) the payment of all amounts due and payable under each Secured Hedge
      Agreement ratably; and

     

    (ix)  ninth,
      to the
      payment of all other Obligations of the Loan Parties owing under or in respect
      of the Loan Documents that are due and payable to the Administrative Agent
      and
      the other Secured Parties on such date, ratably based upon the respective
      aggregate amounts of all such Obligations owing to the Administrative Agent
      and
      the other Secured Parties on such date.

     

    If
      the
      Administrative Agent receives funds for application to the Obligations of the
      Loan Parties under or in respect of the Loan Documents under circumstances
      for
      which the Loan Documents do not specify the Advances or the Facility to which,
      or the manner in which, such funds are to be applied, the Administrative Agent
      may, but shall not be obligated to, elect to distribute such funds to each
      of
      the Lender Parties in accordance with such Lender Party’s Pro Rata Share of the
      sum of (A) the aggregate principal amount of all Advances outstanding at such
      time and (B) the aggregate Available Amount of all Letters of Credit outstanding
      at such time, in repayment or prepayment of such of the outstanding Advances
      or
      other Obligations then owing to such Lender Party, and, in the case of the
      Term
      Facility, for application to such principal repayment installments thereof,
      as
      the Administrative Agent shall direct.

     

    SECTION
      2.12.   Taxes.
       (a)
      Any and
      all payments by any Loan Party to or for the account of any Lender Party or
      any
      Agent hereunder or under any Loan Document shall be made, in accordance with
      Section 2.11 or the applicable provisions of such other Loan Document, if
      any, free and clear of and without deduction for any and all present or future
      taxes, levies, imposts, duties, deductions, charges, assessments, fees or
      withholdings, and all liabilities with respect thereto, excluding,
      in the
      case of each Lender Party and each Agent, taxes that are imposed on its overall
      net income by the United States and taxes that are imposed on or measured by
      its
      overall net income (and franchise taxes or similar taxes imposed in lieu thereof
      including those imposed by Sections 67-4-2001 through 2121 of the Tennessee
      Code
      Annotated) by the state or foreign jurisdiction under the laws of which such
      Lender Party or such Agent, as the case may be, is organized or any political
      subdivision thereof and, in the case of each Lender Party, taxes that are
      imposed on its overall net income (and franchise taxes imposed in lieu thereof)
      by the state or foreign jurisdiction of such Lender Party’s Applicable Lending
      Office or any political subdivision thereof (all such non-excluded taxes,
      levies, imposts, deductions, charges, withholdings and liabilities in respect
      of
      payments hereunder or under any other Loan Document being hereinafter referred
      to as “Taxes”).
      If
      any Loan Party shall be required by law to deduct any Taxes from or in respect
      of any sum payable hereunder or under Loan Document to any Lender Party or
      any
      Agent, (i) the sum payable by such Loan Party shall be increased as may be
      necessary so that after such Loan Party and the Administrative Agent have made
      all required deductions (including deductions applicable to additional sums
      payable under this Section 2.12) such Lender Party or such Agent, as the
      case may be, receives an amount equal to the sum it would have received had
      no
      such deductions been made, (ii) such Loan Party shall make all such
      deductions and (iii) such Loan Party shall pay the full amount deducted to
      the relevant taxation authority or other authority in accordance with applicable
      law.

     

    (b)  In
      addition, each Loan Party shall pay any present or future stamp, documentary,
      excise, property, intangible, mortgage recording or similar taxes, charges
      or
      levies that arise from any payment made by such Loan Party hereunder or under
      any Loan Documents or from the execution, delivery or registration of,
      performance under, or otherwise with respect to, this Agreement or the other
      Loan Documents (hereinafter referred to as “Other
      Taxes”).

     

    
      
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    (c)  The
      Loan
      Parties shall indemnify each Lender Party and each Agent for and hold them
      harmless against the full amount of Taxes and Other Taxes, and for the full
      amount of taxes of any kind imposed or asserted by any jurisdiction on amounts
      payable under this Section 2.12, imposed on or paid by such Lender Party or
      such Agent (as the case may be) and any liability (including penalties,
      additions to tax, interest and expenses) arising therefrom or with respect
      thereto. This indemnification shall be made within 30 days from the date such
      Lender Party or such Agent (as the case may be) makes written demand
      therefor.

     

    (d)  Within
      30
      days after the date of any payment of Taxes, the appropriate Loan Party shall
      furnish to the Administrative Agent, at its address referred to in
      Section 9.02, the original or a certified copy of a receipt evidencing such
      payment, to the extent such a receipt is issued therefor, or other written
      proof
      of payment thereof that is reasonably satisfactory to the Administrative Agent.
      In the case of any payment hereunder or under the Loan Documents by or on behalf
      of a Loan Party through an account or branch outside the United States or by
      or
      on behalf of a Loan Party by a payor that is not a United States person, if
      such
      Loan Party determines that no Taxes are payable in respect thereof, such Loan
      Party shall furnish, or shall cause such payor to furnish, to the Administrative
      Agent, at such address, an opinion of counsel acceptable to the Administrative
      Agent stating that such payment is exempt from Taxes. For purposes of
      subsections (d) and (e) of this Section 2.12, the terms “United
      States”
and
      “United
      States person”
shall
      have the meanings specified in Section 7701 of the Internal Revenue
      Code.

     

    (e)  Each
      Lender Party organized under the laws of a jurisdiction outside the United
      States shall, on or prior to the date of its execution and delivery of this
      Agreement in the case of each Person that is a Lender Party as of the date
      hereof and on the date of the Assignment and Acceptance pursuant to which it
      becomes a Lender Party in the case of each other Lender Party, and from time
      to
      time thereafter as reasonably requested in writing by the Borrower (but only
      so
      long thereafter as such Lender Party remains lawfully able to do so), provide
      each of the Administrative Agent and the Borrower with two original Internal
      Revenue Service Forms W-8BEN or W-8EC1 or (in the case of a Lender Party
      that has certified in writing to the Administrative Agent that it is not (i)
      a
“bank” as defined in Section 881(c)(3)(A) of the Internal Revenue Code), (ii) a
      10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
      Internal Revenue Code) of any Loan Party or (iii) a controlled foreign
      corporation related to any Loan Party (within the meaning of Section 864(d)(4)
      of the Internal Revenue Code), Internal Revenue Service Form W-8BEN, as
      appropriate, or any successor or other form prescribed by the Internal Revenue
      Service, certifying that such Lender Party is exempt from or entitled to a
      reduced rate of United States withholding tax on payments pursuant to this
      Agreement or any Loan Document or, in the case of a Lender Party that has
      certified that it is not a “bank” as described above, certifying that such
      Lender Party is a foreign corporation, partnership, estate or trust. If the
      forms provided by a Lender Party at the time such Lender Party first becomes
      a
      party to this Agreement indicate a United States interest withholding tax rate
      in excess of zero, withholding tax at such rate shall be considered excluded
      from Taxes unless and until such Lender Party provides the appropriate forms
      certifying that a lesser rate applies, whereupon withholding tax at such lesser
      rate only shall be considered excluded from Taxes for periods governed by such
      forms; provided,
      however,
      that
      if, at the effective date of the Assignment and Acceptance pursuant to which
      a
      Lender Party becomes a party to this Agreement, the Lender Party assignor was
      entitled to payments under subsection (a) of this Section 2.12 in
      respect of United States withholding tax with respect to interest paid at such
      date, then, to such extent, the term Taxes shall include (in addition to
      withholding taxes that may be imposed in the future or other amounts otherwise
      includable in Taxes) United States withholding tax, if any, applicable with
      respect to the Lender Party assignee on such date. If any form or document
      referred to in this subsection (e) requires the disclosure of information,
      other than information necessary to compute the tax payable and information
      required on the date hereof by Internal Revenue Service Form W-8BEN or
      W-8EC1 or the related certificate described above, that the applicable Lender
      Party reasonably considers to be confidential, such Lender Party shall give
      notice thereof to the Borrower and shall not be obligated to include in such
      form or document such confidential information.

     

    
      
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    (f)  For
      any
      period with respect to which a Lender Party has failed to provide the Borrower
      with the appropriate form, certificate or other document described in
      subsection (e) above (other
      than
      if such
      failure is due to a change in law, or in the interpretation or application
      thereof, occurring after the date on which a form, certificate or other document
      originally was required to be provided or if such form, certificate or other
      document otherwise is not required under subsection (e) above), such Lender
      Party shall not be entitled to indemnification under subsection (a) or (c)
      of this Section 2.12 with respect to Taxes imposed by the United States by
      reason of such failure; provided,
      however,
      that
      should a Lender Party become subject to Taxes because of its failure to deliver
      a form, certificate or other document required hereunder, the Loan Parties
      shall
      take such steps as such Lender Party shall reasonably request to assist such
      Lender Party to recover such Taxes.

     

    (g)  Any
      Lender Party claiming any additional amounts payable pursuant to this
      Section 2.12 agrees to use reasonable efforts (consistent with its internal
      policy and legal and regulatory restrictions) to change the jurisdiction of
      its
      Applicable Lending Office if the making of such a change would avoid the need
      for, or reduce the amount of, any such additional amounts that may thereafter
      accrue and would not, in the reasonable judgment of such Lender Party, be
      otherwise disadvantageous to such Lender Party.

     

    SECTION
      2.13.   Sharing
      of Payments, Etc.
      If
      any
      Lender Party shall obtain at any time any payment (whether voluntary,
      involuntary, through the exercise of any right of set-off, or otherwise, other
      than as a result of an assignment pursuant to Section 9.07) (a) on
      account of Obligations due and payable to such Lender Party hereunder and under
      the Notes and the other Loan Documents at such time in excess of its ratable
      share (according to the proportion of (i) the amount of such Obligations
      due and payable to such Lender Party at such time to (ii) the aggregate
      amount of the Obligations due and payable to all Lender Parties hereunder and
      under the Notes and the other Loan Documents at such time) of payments on
      account of the Obligations due and payable to all Lender Parties hereunder
      and
      under the Notes at such time obtained by all the Lender Parties at such time
      or
      (b) on account of Obligations owing (but not due and payable) to such
      Lender Party hereunder and under the Notes and the other Loan Documents at
      such
      time in excess of its ratable share (according to the proportion of (i) the
      amount of such Obligations owing to such Lender Party at such time to
      (ii) the aggregate amount of the Obligations owing (but not due and
      payable) to all Lender Parties hereunder and under the Notes and the other
      Loan
      Documents at such time) of payments on account of the Obligations owing (but
      not
      due and payable) to all Lender Parties hereunder and under the Notes at such
      time obtained by all of the Lender Parties at such time, such Lender Party
      shall
      forthwith purchase from the other Lender Parties such interests or participating
      interests in the Obligations due and payable or owing to them, as the case
      may
      be, as shall be necessary to cause such purchasing Lender Party to share the
      excess payment ratably with each of them; provided,
      however,
      that if
      all or any portion of such excess payment is thereafter recovered from such
      purchasing Lender Party, such purchase from each other Lender Party shall be
      rescinded and such other Lender Party shall repay to the purchasing Lender
      Party
      the purchase price to the extent of such Lender Party’s ratable share (according
      to the proportion of (i) the purchase price paid to such Lender Party to
      (ii) the aggregate purchase price paid to all Lender Parties) of such
      recovery together with an amount equal to such Lender Party’s ratable share
      (according to the proportion of (i) the amount of such other Lender Party’s
      required repayment to (ii) the total amount so recovered from the
      purchasing Lender Party) of any interest or other amount paid or payable by
      the
      purchasing Lender Party in respect of the total amount so recovered;
provided
      further
      that, so
      long as the Obligations under the Loan Documents shall not have been
      accelerated, any excess payment received by any Appropriate Lender shall be
      shared on a pro rata basis only with other Appropriate Lenders. The Borrower
      agrees that any Lender Party so purchasing an interest or participating interest
      from another Lender Party pursuant to this Section 2.13 may, to the fullest
      extent permitted by law, exercise all its rights of payment (including the
      right
      of set-off) with respect to such interest or participating interest, as the
      case
      may be, as fully as if such Lender Party were the direct creditor of the
      Borrower in the amount of such interest or participating interest, as the case
      may be.

     

    
      
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    SECTION
      2.14.   Use
      of
      Proceeds.
      With
      respect to the proceeds of the Term B-1 Advances, at least $700 million of
      such
      proceeds shall be used to finance the Repurchase and the Refinancing, and to
      pay
      fees, expenses, and costs related thereto on the date of the Initial Extension
      of Credit, and the balance of such proceeds shall be used from time to time
      on
      and after such date to purchase additional shares of the Borrower’s outstanding
      common stock. The proceeds of the Term B-2 Advances shall be used to refinance
      the Convertible Notes and for other general corporate purposes. The proceeds
      of
      the Revolving Credit Advances and the Swing Line Advances and the issuance
      of
      the Letters of Credit shall be used for the account of the Borrower to provide
      working capital for and for other general corporate purposes of the Borrower
      and
      its Subsidiaries (other than to finance any portion of the Repurchase or the
      Refinancing).

     

    SECTION
      2.15.   Defaulting
      Lenders.
      (a)  In
      the event that, at any one time, (i) any Lender Party shall be a Defaulting
      Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the
      Borrower and (iii) the Borrower shall be required to make any payment hereunder
      or under any other Loan Document to or for the account of such Defaulting
      Lender, then the Borrower may, so long as no Default shall occur or be
      continuing at such time and to the fullest extent permitted by applicable law,
      set off and otherwise apply the Obligation of the Borrower to make such payment
      to or for the account of such Defaulting Lender against the Obligation of such
      Defaulting Lender to make such Defaulted Advance. In the event that, on any
      date, the Borrower shall so set off and otherwise apply its obligation to make
      any such payment against the obligation of such Defaulting Lender to make any
      such Defaulted Advance on or prior to such date, the amount so set off and
      otherwise applied by the Borrower shall constitute for all purposes of this
      Agreement and the other Loan Documents an Advance by such Defaulting Lender
      made
      on the date of such setoff under the Facility pursuant to which such Defaulted
      Advance was originally required to have been made pursuant to Section 2.01.
      Such
      Advance shall be considered, for all purposes of this Agreement, to comprise
      part of the Borrowing in connection with which such Defaulted Advance was
      originally required to have been made pursuant to Section 2.01, even if the
      other Advances comprising such Borrowing shall be Eurodollar Rate Advances
      on
      the date such Advance is deemed to be made pursuant to this subsection (a).
      The
      Borrower shall notify the Administrative Agent at any time the Borrower
      exercises its right of set-off pursuant to this subsection (a) and shall set
      forth in such notice (A) the name of the Defaulting Lender and the Defaulted
      Advance required to be made by such Defaulting Lender and (B) the amount set
      off
      and otherwise applied in respect of such Defaulted Advance pursuant to this
      subsection (a). Any portion of such payment otherwise required to be made by
      the
      Borrower to or for the account of such Defaulting Lender which is paid by the
      Borrower, after giving effect to the amount set off and otherwise applied by
      the
      Borrower pursuant to this subsection (a), shall be applied by the Administrative
      Agent as specified in subsection (b) or (c) of this Section 2.15.

     

    
      
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    (b)  In
      the
      event that, at any one time, (i) any Lender Party shall be a Defaulting Lender,
      (ii) such Defaulting Lender shall owe a Defaulted Amount to any Agent or any
      of
      the other Lender Parties and (iii) the Borrower shall make any payment
      hereunder or under any other Loan Document to the Administrative Agent for
      the
      account of such Defaulting Lender, then the Administrative Agent may, on its
      behalf or on behalf of such other Agents or such other Lender Parties and to
      the
      fullest extent permitted by applicable law, apply at such time the amount so
      paid by the Borrower to or for the account of such Defaulting Lender to the
      payment of each such Defaulted Amount to the extent required to pay such
      Defaulted Amount. In the event that the Administrative Agent shall so apply
      any
      such amount to the payment of any such Defaulted Amount on any date, the amount
      so applied by the Administrative Agent shall constitute for all purposes of
      this
      Agreement and the other Loan Documents payment, to such extent, of such
      Defaulted Amount on such date. Any such amount so applied by the Administrative
      Agent shall be retained by the Administrative Agent or distributed by the
      Administrative Agent to such other Agents or such other Lender Parties, ratably
      in accordance with the respective portions of such Defaulted Amounts payable
      at
      such time to the Administrative Agent, such other Agents and such other Lender
      Parties and, if the amount of such payment made by the Borrower shall at such
      time be insufficient to pay all Defaulted Amounts owing at such time to the
      Administrative Agent, such other Agents and such other Lender Parties, in the
      following order of priority:

     

    (i)  first,
      to the
      Agents for any Defaulted Amounts then owing to them, in their capacities as
      such, ratably in accordance with such respective Defaulted Amounts then owing
      to
      the Agents;

     

    (ii)  second,
      to the
      Issuing Bank and the Swing Line Bank for any Defaulted Amounts then owing to
      them, in their capacities as such, ratably in accordance with such respective
      Defaulted Amounts then owing to the Issuing Bank and the Swing Line Bank;
      and

     

    (iii)  third,
      to any
      other Lender Parties for any Defaulted Amounts then owing to such other Lender
      Parties, ratably in accordance with such respective Defaulted Amounts then
      owing
      to such other Lender Parties.

     

    Any
      portion of such amount paid by the Borrower for the account of such Defaulting
      Lender remaining, after giving effect to the amount applied by the
      Administrative Agent pursuant to this subsection (b), shall be applied by
      the Administrative Agent as specified in subsection (c) of this
      Section 2.15.

     

    (c)  In
      the
      event that, at any one time, (i) any Lender Party shall be a Defaulting
      Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance or a
      Defaulted Amount and (iii) the Borrower, any Agent or any other Lender
      Party shall be required to pay or distribute any amount hereunder or under
      any
      other Loan Document to or for the account of such Defaulting Lender, then the
      Borrower or such Agent or such other Lender Party shall pay such amount to
      the
      Administrative Agent to be held by the Administrative Agent, to the fullest
      extent permitted by applicable law, in escrow or the Administrative Agent shall,
      to the fullest extent permitted by applicable law, hold in escrow such amount
      otherwise held by it. Any funds held by the Administrative Agent in escrow
      under
      this subsection (c) shall be deposited by the Administrative Agent in an
      account with a bank (the “Escrow
      Bank”)
      selected by the Administrative Agent, in the name and under the control of
      the
      Administrative Agent, but subject to the provisions of this subsection (c).
      The terms applicable to such account, including the rate of interest payable
      with respect to the credit balance of such account from time to time, shall
      be
      the Escrow Bank’s standard terms applicable to escrow accounts maintained with
      it. Any interest credited to such account from time to time shall be held by
      the
      Administrative Agent in escrow under, and applied by the Administrative Agent
      from time to time in accordance with the provisions of, this
      subsection (c). The Administrative Agent shall, to the fullest extent
      permitted by applicable law, apply all funds so held in escrow from time to
      time
      to the extent necessary to make any Advances required to be made by such
      Defaulting Lender and to pay any amount payable by such Defaulting Lender
      hereunder and under the other Loan Documents to the Administrative Agent or
      any
      other Lender Party, as and when such Advances or amounts are required to be
      made
      or paid and, if the amount so held in escrow shall at any time be insufficient
      to make and pay all such Advances and amounts required to be made or paid at
      such time, in the following order of priority:

     

    
      
        47

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)  first,
      to the
      Agents for any amounts then due and payable by such Defaulting Lender to them
      hereunder, in their capacities as such, ratably in accordance with such
      respective amounts then due and payable to the Agents;

     

    (ii)  second,
      to the
      Issuing Bank and the Swing Line Bank for any Defaulted Amounts then owing to
      them, in their capacities as such, ratably in accordance with such respective
      Defaulted Amounts then owing to the Issuing Bank and the Swing Line
      Bank;

     

    (iii)  third,
      to
      any
      other Lender Parties for any amount then due and payable by such Defaulting
      Lender to such other Lender Parties hereunder, ratably in accordance with such
      respective amounts then due and payable to such other Lender Parties;
      and

     

    (iv)  fourth,
      to the
      Borrower for any Advance then required to be made by such Defaulting Lender
      pursuant to a Commitment of such Defaulting Lender.

     

    In
      the
      event that any Lender Party that is a Defaulting Lender shall, at any time,
      cease to be a Defaulting Lender, any funds held by the Administrative Agent
      in
      escrow at such time with respect to such Lender Party shall be distributed
      by
      the Administrative Agent to such Lender Party and applied by such Lender Party
      to the Obligations owing to such Lender Party at such time under this Agreement
      and the other Loan Documents ratably in accordance with the respective amounts
      of such Obligations outstanding at such time.

     

    (d)  The
      rights and remedies against a Defaulting Lender under this Section 2.15 are
      in addition to other rights and remedies that the Borrower may have against
      such
      Defaulting Lender with respect to any Defaulted Advance and that any Agent
      or
      any Lender Party may have against such Defaulting Lender with respect to any
      Defaulted Amount.

     

    SECTION
      2.16.   Evidence
      of Debt.
       (a)
      Each
      Lender Party shall maintain in accordance with its usual practice an account
      or
      accounts evidencing the indebtedness of the Borrower to such Lender resulting
      from each Advance owing to such Lender Party from time to time, including the
      amounts of principal and interest payable and paid to such Lender from time
      to
      time hereunder. The Borrower agrees that upon written notice by any Lender
      Party
      to the Borrower (with a copy of such notice to the Administrative Agent) to
      the
      effect that a promissory note or other evidence of indebtedness is required
      or
      appropriate in order for such Lender Party to evidence (whether for purposes
      of
      pledge, enforcement or otherwise) the Advances owing to, or to be made by,
      such
      Lender Party, the Borrower shall promptly execute and deliver to such Lender
      Party, with a copy to the Administrative Agent, a Revolving Credit Note and
      a
      Term Note, as applicable, in substantially the form of Exhibits A-1 and A-2
      hereto, respectively, payable to the order of such Lender Party in a principal
      amount equal to the Revolving Credit Commitment and the Term Commitment,
      respectively, of such Lender Party. All references to Notes in the Loan
      Documents shall mean Notes, if any, to the extent issued hereunder.

     

    
      
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    (b)  The
      Register maintained by the Administrative Agent pursuant to Section 9.07(d)
      shall include a control account, and a subsidiary account for each Lender Party,
      in which accounts (taken together) shall be recorded (i) the date and
      amount of each Borrowing made hereunder, the Type of Advances comprising such
      Borrowing and, if appropriate, the Interest Period applicable thereto,
      (ii) the terms of each Assignment and Acceptance delivered to and accepted
      by it, (iii) the amount of any principal or interest due and payable or to
      become due and payable from the Borrower to each Lender Party hereunder, and
      (iv) the amount of any sum received by the Administrative Agent from the
      Borrower hereunder and each Lender Party’s share thereof.

     

    (c)  Entries
      made in good faith by the Administrative Agent in the Register pursuant to
      subsection (b) above, and by each Lender Party in its account or accounts
      pursuant to subsection (a) above, shall be prima
      facie
      evidence
      of the amount of principal and interest due and payable or to become due and
      payable from the Borrower to, in the case of the Register, each Lender Party
      and, in the case of such account or accounts, such Lender Party, under this
      Agreement, absent manifest error; provided,
      however,
      that
      the failure of the Administrative Agent or such Lender Party to make an entry,
      or any finding that an entry is incorrect, in the Register or such account
      or
      accounts shall not limit or otherwise affect the obligations of the Borrower
      under this Agreement.

     

    SECTION
      2.17.   Replacement
      of Lenders.
      If any
      Lender (a) shall become affected by any of the changes or events described
      in
      Sections 2.10 or 2.12 and shall request that the Borrower pay for any increased
      cost or amounts thereunder, (b) is a Defaulting Lender or (c) has failed to
      consent to a proposed amendment, waiver, discharge or termination which pursuant
      to the terms of Section 9.01 or any other provision of any Loan Document
      requires the consent of all affected Lenders and with respect to which the
      Required Lenders shall have granted their consent (any such Lender being
      hereinafter referred to as a “Replaced
      Lender”),
      then
      in such case, the Borrower may, upon at least five (5) Business Days’ notice to
      the Administrative Agent and such Replaced Lender (or such shorter notice period
      specified by the Administrative Agent), designate a replacement lender (a
“Replacement
      Lender”)
      acceptable to the Administrative Agent in its reasonable discretion, to which
      such Replaced Lender shall, subject to its receipt (unless a later date for
      the
      remittance thereof shall be agreed upon by the Borrower and the Replaced Lender)
      of all amounts owed to such Replaced Lender under Sections 2.10 and 2.12 assign
      all (but not less than all) of its rights, obligations, Advances and Commitments
      hereunder; provided,
      that
      all amounts owed to such Replaced Lender by the Borrower (except liabilities
      which by the terms hereof survive the payment in full of the Advances and
      termination of this Agreement) shall be paid in full as of the date of such
      assignment. Upon any assignment by any Lender pursuant to this Section 2.17
      becoming effective, the Replacement Lender shall thereupon be deemed to be
      a
“Lender” for all purposes of this Agreement (unless such Replacement Lender was,
      itself, a Lender prior thereto) and such Replaced Lender shall thereupon cease
      to be a “Lender” for all purposes of this Agreement and shall have no further
      rights or obligations hereunder (other than pursuant to Section 2.10 or 2.12
      and
      Section 9.04 while such Replaced Lender was a Lender). Notwithstanding any
      Replaced Lender’s failure or refusal to assign its rights, obligations, Advances
      and Commitments under this Section 2.17, the Replaced Lender shall cease to
      be a
“Lender” for all purposes of this Agreement and the Replacement Lender shall be
      substituted therefor upon payment to the Replaced Lender by the Replacement
      Lender of all amounts set forth in this Section 2.17 without any further action
      of the Replaced Lender.

     

    
      
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    ARTICLE
      III  

     

    CONDITIONS
      OF LENDING AND

    ISSUANCES
      OF LETTERS OF CREDIT

     

    SECTION
      3.01.   Conditions
      Precedent to Effectiveness.
       The effectiveness of this Agreement is subject to the satisfaction of the
      following conditions precedent on and as of the first date (the “Effective
      Date”)
      on
      which such conditions precedent have been satisfied:

     

    (a)  The
      Administrative Agent and the Arranger shall have received on or before the
      day
      of the Initial Extension of Credit the following, each dated such day (unless
      otherwise specified), in form and substance satisfactory to the Administrative
      Agent and the Arranger (unless otherwise specified) and (except for the Notes)
      in sufficient copies for each Lender Party:

     

    (i)  a
      counterpart to this agreement duly executed by a Responsible Officer of each
      Loan Party.

     

    (ii)  The
      Notes
      payable to the order of the Lenders to the extent requested by the Lenders
      pursuant to the terms of Section 2.16.

     

    (iii)  A
      pledge
      agreement in substantially the form of Exhibit D hereto (together with each
      other Pledge Agreement and pledge agreement supplement delivered pursuant to
      Section 5.01(j) or otherwise, in each case as amended, the “Pledge
      Agreement”),
      duly
      executed by each Loan Party, together with:

     

    (A)  certificates
      representing the Pledged Shares referred to therein accompanied by undated
      stock
      powers executed in blank and instruments evidencing the Pledged Debt indorsed
      in
      blank,

     

    (B)  proper
      financing statements in form appropriate for filing under the Uniform Commercial
      Code of all jurisdictions (other than the State of Tennessee) that the
      Administrative Agent may deem necessary or desirable in order to perfect and
      protect the first priority Liens created under the Pledge Agreement, covering
      the Collateral described in the Pledge Agreement,

     

    (C)  completed
      requests for information, dated on or before the date of the Initial Extension
      of Credit, listing all effective financing statements filed in the jurisdictions
      referred to in clause (B) above that name any of the Loan Parties as debtor,
      together with copies of such other financing statements, all as satisfactory
      to
      the Administrative Agent,

     

    
      
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    (D)  evidence
      of the completion of all other recordings and filings of or with respect to
      the
      Pledge Agreement (or, as the Administrative Agent may determine, delivery to
      the
      Administrative Agent of satisfactory documentation with respect thereto) that
      the Administrative Agent may deem necessary or desirable in order to perfect
      and
      protect the Liens created thereunder, 

     

    (E)  evidence
      that all other action that the Administrative Agent may deem necessary or
      desirable in order to perfect and protect the first priority Liens created
      under
      the Pledge Agreement has been taken, and

     

    (F)  receipt
      of duly executed payoff letters in respect of the Borrower’s revolving credit
      facility existing immediately prior to the Initial Extension of
      Credit.

     

    (iv)  Certified
      copies of (A) the resolutions of the Board of Directors (or other governing
      body) of each Loan Party approving the Transaction and each Transaction Document
      to which it is or is to be a party as in full force and effect on, and without
      amendment or modification as of, the Effective Date, and of all documents
      evidencing other necessary corporate action and governmental approvals and
      (B)
      other third party approvals and consents, if any, with respect to the
      Transaction and each Transaction Document to which it is or is to be a
      party.

     

    (v)  A
      copy of
      a certificate of the Secretary of State (or other appropriate officer) of the
      jurisdiction of incorporation or formation of each Loan Party, dated reasonably
      near the Effective Date, certifying (A) as to a true and correct copy of
      the charter or certificate of formation, and each amendment thereto, of such
      Loan Party and each amendment thereto on file in such Secretary’s office and (B)
      that (1) such Loan Party has paid all franchise taxes to the date of such
      certificate and (2) such Loan Party is duly incorporated or formed and in
      good standing or presently subsisting under the laws of the State of the
      jurisdiction of its incorporation or formation.

     

    (vi)  A
      certificate of each Loan Party, signed on behalf of such Loan Party by a
      Responsible Officer and its Secretary or any Assistant Secretary, dated the
      Effective Date (the statements made in which certificate shall be true on and
      as
      of the date of the Effective Date), certifying as to (A) the absence of any
      amendments to the charter or other organizational documents of such Loan Party
      since the date of the certificate referred to in Section 3.01(a)(v),
      (B) a true and correct copy of the bylaws, limited partnership agreement or
      limited liability operating agreement, as applicable, of such Loan Party as
      in
      effect on the date on which the resolutions referred to in
      Section 3.01(a)(iv) were adopted and on the date of the Initial Extension
      of Credit, (C) the due incorporation or formation and good standing or
      valid existence of such Loan Party as a corporation, limited partnership or
      limited liability company, as the case may be, organized under the laws of
      the
      jurisdiction of its incorporation or formation, and the absence of any
      proceeding for the dissolution or liquidation of such Loan Party, (D) the
      truth of the representations and warranties contained in the Loan Documents
      as
      though made on and as of the Effective Date and (E) the absence of any
      event occurring and continuing, or resulting from the Initial Extension of
      Credit, that constitutes a Default.

     

    (vii)  A
      certificate of the Secretary or an Assistant Secretary of each Loan Party
      certifying the names and true signatures of the officers of such Loan Party
      authorized to sign each Loan Document to which it is or is to be a party and
      the
      other documents to be delivered hereunder and thereunder.

     

    
      
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    (viii)  Certified
      copies of each of the Tender Offer Documents (including all schedules and
      exhibits thereto), duly executed by the parties thereto and in form and
      substance satisfactory to the Lender Parties, together with all agreements,
      instruments and other documents delivered in connection therewith as the
      Arranger shall request.

     

    (ix)  A
      certificate in substantially the form of Exhibit F hereto from Borrower’s chief
      financial officer attesting to the Solvency of the Loan Parties, before and
      after giving effect to the Transaction.

     

    (x)  Evidence
      of the Loan Parties’ insurance coverage reasonably satisfactory to the
      Administrative Agent, demonstrating that the Loan Parties’ existing
      insurance coverage
      remains in effect, and a broker’s letter reasonably satisfactory to the
      Administrative Agent, dated on the Effective Date, to the effect that such
      coverage is customary and reasonable when compared to the insurance coverage
      purchased by similarly situated companies.

     

    (xi)  Copies
      of
      satisfactory audited and pro
      forma consolidated
      financial statements and forecasts for the Borrower and its Subsidiaries
      reasonably acceptable to the Administrative Agent.

     

    (xii)  A
      certificate from the Chief Financial Officer of the Borrower certifying and
      setting forth the following calculations in reasonable detail: after giving
      pro
      forma effect to the Initial Extension of Credit and the consummation of the
      other elements of the Transaction, (A) the ratio of aggregate total funded
      Debt
      (including the Initial Extension of Credit ) of the Borrower and its
      Subsidiaries as of the Effective Date (“Total
      Funded Debt”)
      to
      Consolidated EBITDA of the Borrower and its Subsidiaries for the four-quarter
      period ended as of January 27, 2006 (calculated with adjustments reasonably
      acceptable to the Arranger) shall not exceed 3.8:1.0 and (B) Total Funded Debt
      (excluding Debt in respect of letters of credit) shall not exceed $1
      billion.

     

    (xiii)  A
      favorable opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC,
      counsel for the Loan Parties, in substantially the form of Exhibit G hereto
      and as to such other matters as the Administrative Agent may reasonably
      request.

     

    (b)  The
      Administrative Agent and the Arranger shall be satisfied that all Existing
      Debt,
      other than Surviving Debt, has been prepaid, redeemed or defeased in full or
      otherwise satisfied and extinguished and all commitments, security interests
      and
      guaranties relating thereto terminated and that all Surviving Debt shall be
      in
      an amount and on terms and conditions satisfactory to the Administrative Agent
      and the Arranger.

     

    (c)  All
      material Governmental Authorizations and all shareholder, board of director,
      and
      material third party consents and approvals necessary in connection with the
      Transaction and the continued operation of the business of the Loan Parties,
      after giving effect to the Transaction shall have been obtained (without the
      imposition of any conditions that are not acceptable to the Lender Parties)
      and
      shall remain in effect; all applicable waiting periods in connection with the
      Transaction shall have expired without any action being taken by any competent
      authority, and no law or regulation shall be applicable in the judgment of
      the
      Lender Parties, in each case that restrains, prevents or imposes materially
      adverse conditions upon the Transaction or the rights of the Loan Parties or
      their Subsidiaries freely to transfer or otherwise dispose of, or to create
      any
      Lien on, any properties now owned or hereafter acquired by any of
      them.

     

    
      
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    (d)  There
      shall exist no action, suit, investigation, litigation or proceeding affecting
      any Loan Party or any of its Subsidiaries pending or threatened before any
      Governmental Authority that (i) could reasonably be expected to have a
      Material Adverse Effect other than the matters described on
      Schedule 4.01(f) hereto (the “Disclosed Litigation”), (ii) would
      reasonably be expected to restrain, prevent, or impose materially adverse
      conditions on the Transaction or any element thereof or (iii) purports to
      affect the legality, validity or enforceability of any Transaction Document
      or
      the consummation of the Transaction, and there shall have been no adverse change
      in the status, or financial effect on the Borrower, any other Loan Party or
      any
      of its Subsidiaries, of the Disclosed Litigation from that described on
      Schedule 4.01(f) hereto.

     

    (e)  The
      elements of the Transaction to be effected on or before the Effective Date
      shall
      have been consummated on terms and conditions consistent with those described
      in
      the Tender Offer Documents and otherwise reasonably satisfactory to the
      Administrative Agent and in compliance with applicable law and regulatory
      approvals, and each of the Administrative Agent shall be satisfied in all
      reasonable respects with the terms and conditions of all material agreements
      and
      instruments relating to the Transaction and there shall not have been any
      material modification, amendment, supplement or waiver to any material agreement
      or instrument relating to the Transaction that could adversely affect the
      Lenders in any material respect including, without limitation, any modification,
      amendment, supplement or waiver relating to (i) the amount or type of
      consideration to be paid in connection with the Transaction and all related
      tax,
      legal and accounting matters and (ii) the capitalization, structure and equity
      ownership of the Borrower and its Subsidiaries after giving effect to the
      Transaction

     

    (f)  The
      Borrower shall have received public surveillance ratings from S&P and by
      Moody’s at least 20 days prior to the Effective Date and the results of such
      ratings shall have been provided to the Administrative Agent.

     

    (g)  There
      shall have been no Material Adverse Change since July 29, 2005.

     

    SECTION
      3.02.   Conditions
      Precedent to Initial Extension of Credit.
      The
      obligation of each Lender to make an Advance or of the Issuing Bank to issue
      a
      Letter of Credit on the occasion of the Initial Extension of Credit hereunder
      is
      subject to the satisfaction of the following conditions precedent before or
      concurrently with the Initial Extension of Credit (and Article II of this
      Agreement shall become effective on and as of the first date on which such
      conditions precedent have been satisfied):

     

    (a)  The
      Effective Date shall have occurred.

     

    (b)  The
      Administrative Agent shall have received on or before the day of the Initial
      Extension of Credit the following, each dated such day, in form and substance
      satisfactory to the Administrative Agent (unless otherwise
      specified):

     

    
      
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    (i)  A
      Notice
      of Borrowing or Notice of Issuance, as applicable, relating to the Initial
      Extension of Credit.

     

    (ii)  A
      certificate from the Chief Financial Officer, the Secretary or an Assistant
      Secretary of the Borrower certifying that all certifications made in the
      certificates delivered pursuant to Section 3.01 shall remain true and correct,
      and all conditions set forth in Section 3.01 shall remain satisfied, in each
      case as of the day of the Initial Extension of Credit.

     

    (iii)  A
      reliance letter of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC,
      counsel for the Loan Parties, confirming the opinion delivered pursuant to
      Section 3.01(a)(xiii) and as to such other matters as the Administrative Agent
      may reasonably request.

     

    (c)  The
      Borrower shall have paid all accrued fees of the Agents and the Lender Parties
      and all accrued expenses of the Agents (including the accrued fees and expenses
      of counsel to the Administrative Agent and the Arranger and local counsel to
      the
      Lender Parties).

     

    (d)  The
      Administrative Agent shall have received such other approvals, opinions or
      documents as the Administrative Agent may reasonably request.

     

    SECTION
      3.03.   Conditions
      Precedent to Each Borrowing and Issuance and Renewal.
      The
      obligation of each Appropriate Lender to make an Advance (other than an L/C
      Credit Extension made by the Issuing Bank or a Revolving Credit Lender pursuant
      to Section 2.03(c) and a Swing Line Advance made by a Revolving Credit
      Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including
      the Initial Extension of Credit ), and the obligation of the Issuing Bank to
      issue a Letter of Credit (including the initial issuance) or renew a Letter
      of
      Credit and the right of the Borrower to request a Swing Line Borrowing, shall
      be
      subject to the further conditions precedent that on the date of such Borrowing
      or issuance or renewal (a) the following statements shall be true (and each
      of the giving of the applicable Notice of Borrowing, Notice of Swing Line
      Borrowing or Notice of Issuance and the acceptance by the Borrower of the
      proceeds of such Borrowing or of such Letter of Credit or the renewal of such
      Letter of Credit shall constitute a representation and warranty by the Borrower
      that both on the date of such notice and on the date of such Borrowing or
      issuance or renewal such statements are true):

     

    (i)  the
      representations and warranties contained in each Loan Document are true and
      correct in all material respects on and as of such date, before and after giving
      effect to such Borrowing or issuance or renewal and to the application of the
      proceeds therefrom, as though made on and as of such date, other than any such
      representations or warranties that, by their express terms, refer to a specific
      date other than the date of such Borrowing or issuance or renewal, in which
      case
      as of such specific date; and

     

    (ii)  no
      Default has occurred and is continuing, or would result from such Borrowing
      or
      issuance or renewal or from the application of the proceeds therefrom;
      and

     

    (b)  The
      Administrative Agent shall have received the applicable Notice as described
      in
      paragraph (a) of this Section 3.03.

     

    SECTION
      3.04.   Determinations
      Under Section 3.01 and 3.02.
       For purposes of determining compliance with the conditions specified in
      Section 3.01 and 3.02, each Lender Party shall be deemed to have consented
      to, approved or accepted or to be satisfied with each document or other matter
      required thereunder to be consented to or approved by or acceptable or
      satisfactory to the Lender Parties unless an officer of the Administrative
      Agent
      responsible for the transactions contemplated by the Loan Documents shall have
      received notice from such Lender Party prior to the Initial Extension of Credit
      specifying its objection thereto and, if the Initial Extension of Credit
      consists of a Borrowing, such Lender Party shall not have made available to
      the
      Administrative Agent such Lender Party’s ratable portion of such
      Borrowing.

     

     

    
      
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    ARTICLE
      IV  

     

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      4.01.   Representations
      and Warranties of the Loan Parties.
       Each Loan Party represents and warrants as follows:

     

    (a)  Each
      Loan
      Party and each of its Subsidiaries (i) is a corporation, limited
      partnership or limited liability company duly organized, validly existing and
      in
      good standing under the laws of the jurisdiction of its formation, (ii) is
      duly qualified and in good standing as a foreign corporation, limited
      partnership or limited liability company in each other jurisdiction in which
      it
      owns or leases property or in which the conduct of its business requires it
      to
      so qualify or be licensed except where the failure to so qualify or be licensed
      could not be reasonably likely to have a Material Adverse Effect and
      (iii) has all requisite corporate, limited liability company or partnership
      (as applicable) power and authority to own or lease and operate its properties
      and to carry on its business as now conducted and as proposed to be conducted;
      and (iv) has all Governmental Authorizations necessary to own or lease and
      operate its properties and to carry on its business as now conducted and as
      proposed to be conducted except where the failure to have such Governmental
      Authorization could not be reasonably likely to have a Material Adverse Effect.
      

     

    (b)  Set
      forth
      on Schedule 4.01(b) hereto is a complete and accurate list of all
      Subsidiaries of each Loan Party, showing as of the date hereof (as to each
      such
      Subsidiary) the jurisdiction of its formation, the number of shares, membership
      interests or limited partnership interest (as applicable) of each class of
      its
      Equity Interests authorized, and the number outstanding, on the date hereof
      and
      the percentage of each such class of its Equity Interests owned (directly or
      indirectly) by such Loan Party and the number of shares, units or partnership
      interests covered by all outstanding options, warrants, rights of conversion
      or
      purchase and similar rights at the date hereof. All of the outstanding Equity
      Interests in each Loan Party’s Subsidiaries have been validly issued, are fully
      paid and non-assessable and except as indicated on Schedule 4.01(b) hereto,
      are
      owned by such Loan Party or one or more of its Subsidiaries free and clear
      of
      all Liens, except those created under the Loan Documents.

     

    (c)  The
      execution, delivery and performance by each Loan Party of each Transaction
      Document to which it is or is to be a party, and the consummation of the
      Transaction, are within such Loan Party’s corporate, limited liability company
      or limited partnership (as applicable) powers, have been duly authorized by
      all
      necessary corporate, limited liability company or limited partnership (as
      applicable) action, and do not (i) contravene such Loan Party’s charter,
      certificate of formation, bylaws, limited liability company agreement,
      partnership agreement or other constituent documents, (ii) violate any
      current law, rule, regulation (including, without limitation, Regulations U
      or X of the Board of Governors of the Federal Reserve System), order, writ,
      judgment, injunction, decree, determination or award, (iii) conflict with
      or result in the breach of, or constitute a default or require any payment
      to be
      made under, any contract, loan agreement, indenture, mortgage, deed of trust,
      lease or other instrument binding on or affecting any Loan Party, any of its
      Subsidiaries or any of their properties or (iv) except for the Liens
      created under the Loan Documents, result in or require the creation or
      imposition of any Lien upon or with respect to any of the properties of any
      Loan
      Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries
      is in
      violation of any such law, rule, regulation, order, writ, judgment, injunction,
      decree, determination or award or in breach of any such contract, loan
      agreement, indenture, mortgage, deed of trust, lease or other instrument, the
      violation or breach of which could be reasonably likely to have a Material
      Adverse Effect.

     

    
      
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    (d)  No
      Governmental Authorization, and no notice to or filing with any Governmental
      Authority or any other third party, is required for (i) the due execution,
      delivery, recordation, filing or performance by any Loan Party of any
      Transaction Document to which it is or is to be a party, or for the consummation
      of the Transaction, (ii) the grant by any Loan Party of the Liens granted
      by it pursuant to the Collateral Documents, (iii) the perfection or
      maintenance of the Liens created under the Collateral Documents (including
      the
      first priority nature thereof), or (iv) the exercise by any Agent or any
      Lender Party of its rights under the Loan Documents or the remedies in respect
      of the Collateral pursuant to the Collateral Documents , except for the
      authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d)
      hereto,
      all of which have been duly obtained, taken, given or made and are in full
      force
      and effect. All applicable waiting periods in connection with the Transaction
      have expired without any action having been taken by any competent authority
      restraining, preventing or imposing materially adverse conditions upon the
      Transaction or the rights of the Loan Parties or their Subsidiaries freely
      to
      transfer or otherwise dispose of, or to create any Lien on, any properties
      now
      owned or hereafter acquired by any of them. The Repurchase has been consummated
      or will be consummated simultaneously with the Initial Extension of Credit
      in
      accordance with the Tender Offer Documents and applicable law.

     

    (e)  This
      Agreement has been, and each other Loan Document when delivered hereunder will
      have been, duly executed and delivered by each Loan Party that is a party
      thereto. This Agreement is, and each other Loan Document when delivered
      hereunder will be, the legal, valid and binding obligation of each Loan Party
      that is a party thereto, enforceable against such Loan Party in accordance
      with
      its terms subject, as to enforcement only, to bankruptcy, insolvency,
      reorganization, moratoriums or similar laws at the time in effect affecting
      the
      enforceability of the rights of creditors generally.

     

    (f)  There
      is
      no action, suit, investigation, litigation or proceeding affecting any Loan
      Party or any of its Subsidiaries, including any Environmental Action, pending
      or
      threatened before any Governmental Authority or arbitrator that (i) could
      reasonably be expected to have a Material Adverse Effect or (ii) purports
      to affect the legality, validity or enforceability of any Transaction Document
      or the consummation of the Transaction, and there has been no Material Adverse
      Change in the status, or financial effect on any Loan Party or any of its
      Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f)
      hereto.

     

    (g)  The
      consolidated balance sheets of the Borrower and its Subsidiaries as at July
      29,
      2005, and the related consolidated statements of income and consolidated
      statement of cash flows of the Borrower and its Subsidiaries for the fiscal
      year
      then ended, accompanied by an unqualified opinion of Deloitte & Touche LLP,
      independent registered public accountants, and the unaudited consolidated
      balance sheets of the Borrower and its Subsidiaries as at January 27, 2006,
      and
      the related unaudited consolidated statements of income and consolidated
      statement of cash flows of the Borrower and its Subsidiaries for the six months
      then ended, duly certified by the chief financial officer of the Borrower,
      copies of which have been furnished to each Lender Party, fairly present the
      consolidated financial condition of the Borrower and its Subsidiaries as at
      such
      dates and the consolidated results of operations of the Borrower and its
      Subsidiaries for the periods ended on such dates, all in accordance with
      generally accepted accounting principles applied on a consistent basis, except
      (insofar as consistency is concerned) as related to the adoption on July 30,
      2005 of Statement of Financial Accounting Standards No. 123 (Revised 2004),
      “Share-Based Payment”, and since July 29, 2005, there has been no event,
      development or occurrence that could have a Material Adverse
      Effect.

     

    
      
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    (h)  The
      consolidated pro
      forma
      balance
      sheet of the Borrower and its Subsidiaries as at January 27, 2006, the related
      consolidated pro
      forma
      statements of income and cash flows of the Borrower and its Subsidiaries for
      the
      four-quarter period then ended, in each case certified by the chief financial
      officer of the Borrower, copies of which have been furnished to each Lender
      Party, fairly present the consolidated pro
      forma
      financial condition of the Borrower and its Subsidiaries as at such dates and
      the consolidated pro
      forma
      results
      of operations of the Borrower and its Subsidiaries for the period ended on
      such
      dates, in each case giving effect to the Transaction, all in accordance with
      GAAP.

     

    (i)  The
      consolidated forecasted balance sheet, statement of income and statement of
      cash
      flows of the Borrower and its Subsidiaries, delivered to the Lender Parties
      pursuant to Section 3.01(a)(xi) or 5.03, were prepared in good faith on the
      basis of the assumptions stated therein, which assumptions were reasonable
      in
      light of the conditions existing at the time of delivery of such forecasts,
      and
      represented, at the time of delivery, the Borrower’s reasonable best estimate of
      its future financial performance, based upon the assumptions set forth in such
      forecast.

     

    (j)  Neither
      the Information Memorandum, the Tender Offer Documents nor any other
      information, exhibit or report furnished by or on behalf of any Loan Party
      to
      any Agent or any Lender Party in connection with the negotiation and syndication
      of the Loan Documents or pursuant to the terms of the Loan Documents contained
      any untrue statement of a material fact or omitted to state a material fact
      necessary to make the statements made therein not misleading.

     

    (k)  The
      Borrower is not engaged in the business of extending credit for the purpose
      of
      purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings
      under any Letter of Credit will be used, directly or indirectly, to purchase
      or
      carry any Margin Stock or to extend credit to others for the purpose of
      purchasing or carrying any Margin Stock.

     

    (l)  Neither
      any Loan Party nor any of its Subsidiaries is an “investment company”, or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an
“investment company”, as such terms are defined in the Investment Company Act of
      1940, as amended. Neither the making of any Advances, nor the issuance of any
      Letters of Credit, nor the application of the proceeds or repayment thereof
      by
      the Borrower, nor the consummation of the other transactions contemplated by
      the
      Transaction Documents, will violate any provision of any such Act or any rule,
      regulation or order of the Securities and Exchange Commission
      thereunder.

     

    (m)  Neither
      any Loan Party nor any of its Subsidiaries is a party to any indenture, loan
      or
      credit agreement or any lease or other agreement or instrument or subject to
      any
      charter or corporate restriction that could be reasonably likely to have a
      Material Adverse Effect.

     

    (n)  The
      provisions of the Collateral Documents executed by the Loan Parties are
      effective to create, in favor of the Lenders, legal, valid and enforceable
      security interests in all right, title and interest of the Loan Parties in
      any
      and all of the collateral described therein, securing the Notes and all other
      Obligations from time to time outstanding under the Loan Documents, and each
      of
      such Collateral Documents, upon the taking of possession of the Security
      Collateral as provided in the Pledge Agreement shall create a fully perfected
      security interest in all right, title and interest of the Loan Parties in such
      collateral, superior in right to any liens, existing or future, which the Loan
      Parties or any creditors of or purchasers from, or any other Person, may have
      against such collateral or interests therein. The Loan Parties are the legal
      and
      beneficial owners of the Collateral free and clear of any Lien, except for
      the
      liens and security interests created or permitted under the Loan
      Documents.

     

    (o)  Each
      Loan
      Party is, individually and together with its Subsidiaries, Solvent.

     

    
      
        57

      

      
        
        

        
          

        

      

      
        
        

      

    

    (p)  (i)
      Set
      forth on Schedule 4.01(p) hereto is a complete and accurate list of all Plans,
      Multiemployer Plans and Welfare Plans.

     

    (ii)  No
      ERISA
      Event has occurred or is reasonably expected to occur with respect to any Plan
      that has resulted in or is reasonably expected to result in a material liability
      of any Loan Party or any ERISA Affiliate.

     

    (iii)  Schedule
      B (Actuarial Information), if applicable, to the most recent annual report
      (Form
      5500 Series) for each Plan, copies of which have been filed with the Internal
      Revenue Service and furnished to the Lender Parties, is complete and accurate
      and fairly presents the funding status of such Plan, and since the date of
      such
      Schedule B there has been no material adverse change in such funding
      status.

     

    (iv)  Neither
      any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected
      to
      incur any Withdrawal Liability to any Multiemployer Plan.

     

    (v)  Neither
      any Loan Party nor any ERISA Affiliate has been notified by the sponsor of
      a
      Multiemployer Plan that such Multiemployer Plan is in reorganization or has
      been
      terminated, within the meaning of Title IV of ERISA, and no such Multiemployer
      Plan is reasonably expected to be in reorganization or to be terminated, within
      the meaning of Title IV of ERISA.

     

    (vi)  With
      respect to each employee benefit arrangement mandated by non-U.S. law (a
“Foreign
      Benefit Arrangement”)
      and
      with respect to each employee benefit plan maintained or contributed to by
      any
      Loan Party or any Subsidiary of any Loan Party that is not subject to United
      States law (a “Foreign
      Plan”):

     

    (A)  Any
      employer and employee contributions required by law or by the terms of any
      Foreign Benefit Arrangement or any Foreign Plan have been made, or, if
      applicable, accrued, in accordance with normal accounting
      practices.

     

    (B)  The
      fair
      market value of the assets of each funded Foreign Plan, the liability of each
      insurer for any Foreign Plan funded through insurance or the book reserve
      established for any Foreign Plan, together with any accrued contributions,
      is
      sufficient to procure or provide for the accrued benefit obligations, as of
      the
      date hereof, with respect to all current and former participants in such Foreign
      Plan according to the actuarial assumptions and valuations most recently used
      to
      account for such obligations in accordance with applicable generally accepted
      accounting principles.

     

    (C)  Each
      Foreign Plan that is required to be registered has been registered and has
      been
      maintained in good standing with applicable regulatory authorities.

     

    (q)  (i)
      The
      operations and properties of each Loan Party and each of its Subsidiaries comply
      in all material respects with all applicable Environmental Laws and
      Environmental Permits, all past non-compliance with such Environmental Laws
      and
      Environmental Permits has been resolved without ongoing obligations or costs,
      and no circumstances exist that could be reasonably likely to (A) form the
      basis of an Environmental Action against any Loan Party or any of its
      Subsidiaries or any of their properties that would be reasonably expected to
      have a Material Adverse Effect or (B) cause any such property to be subject
      to any material restrictions on ownership, occupancy, use or transferability
      under any Environmental Law.

     

    
      
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    (ii)  None
      of
      the properties currently or, to the knowledge of the Loan Parties, formerly
      owned or operated by any Loan Party or any of its Subsidiaries is listed or
      proposed for listing on the NPL or on the CERCLIS or any analogous foreign,
      state or local list or, to the knowledge of the Loan Parties, is adjacent to
      any
      such property; except for the properties that are listed in Schedule 4.01(q),
      there are no and, to the knowledge of the Loan Parties, never have been any
      underground or aboveground storage tanks or any surface impoundments, septic
      tanks, pits, sumps or lagoons in which Hazardous Materials are being or have
      been treated, stored or disposed on any property currently owned or operated
      by
      any Loan Party or any of its Subsidiaries or, to the knowledge of the Loan
      Parties, on any property formerly owned or operated by any Loan Party or any
      of
      its Subsidiaries; there is no asbestos or asbestos-containing material on any
      property currently owned or operated by any Loan Party or any of its
      Subsidiaries in a form or condition which violates, or gives rise to liability
      under, Environmental Laws; and Hazardous Materials have not been released,
      discharged or disposed of on any property currently or, to the knowledge of
      the
      Loan Parties, formerly owned or operated by any Loan Party or any of its
      Subsidiaries, in each case, the release, discharge or disposal of which would
      be
      reasonably expected to have a Material Adverse Effect.

     

    (iii)  Except
      as
      otherwise set forth on Schedule 4.01(q)
      hereto,
      neither any Loan Party nor any of its Subsidiaries is undertaking, and has
      not
      completed, either individually or together with other potentially responsible
      parties, any investigation or assessment or remedial or response action relating
      to any actual or threatened release, discharge or disposal of Hazardous
      Materials at any site, location or operation, either voluntarily or pursuant
      to
      the order of any governmental or regulatory authority or the requirements of
      any
      Environmental Law; and all Hazardous Materials generated, used, treated, handled
      or stored at, or transported to or from, any property currently or, to the
      knowledge of any Loan Party, formerly owned or operated by any Loan Party or
      any
      of its Subsidiaries have been disposed of in a manner not reasonably expected
      to
      result in a Material Adverse Effect .

     

    (r)  (i)
      Except as disclosed on Schedule 4.01(r), neither any Loan Party nor any of
      its
      Subsidiaries is party to any tax sharing agreement other than a tax sharing
      agreement approved by the Required Lenders.

     

    (ii)  Each
      Loan
      Party and each of its Subsidiaries and Affiliates has filed, has caused to
      be
      filed or has been included in all tax returns (Federal, state, local and
      foreign) required to be filed and has paid all taxes shown thereon to be due,
      together with applicable interest and penalties.

     

    (iii) Set
      forth
      on Schedule 4.01(r)
      hereto
      is a complete and accurate list, as of the date hereof, of each taxable year
      of
      each Loan Party and each of its Subsidiaries and Affiliates for which Federal
      income tax returns have been filed and for which the expiration of the
      applicable statute of limitations for assessment or collection has not occurred
      by reason of extension or otherwise (an “Open
      Year”).

     

    (s)  The
      representations and warranties contained in the other Loan Documents are true
      and correct in all material respects.

     

    (t)  Set
      forth
      on Schedule 4.01(t)
      hereto
      is a complete and accurate list of all Existing Debt (other than Surviving
      Debt), showing as of the date hereof the obligor and the principal amount
      outstanding thereunder.

     

    
      
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    (u)  Set
      forth
      on Schedule 4.01(u)
      hereto
      is a complete and accurate list of all Surviving Debt, showing as of the date
      hereof the obligor and the principal amount outstanding thereunder and the
      maturity date thereof.

     

    (v)  Set
      forth
      on Schedule 4.01(v)
      hereto
      is a complete and accurate list of all Liens on the property or assets of any
      Loan Party or any of its Subsidiaries, showing as of the date hereof the
      lienholder thereof, the principal amount of the obligations secured thereby
      and
      the property or assets of such Loan Party or such Subsidiary subject
      thereto.

     

    (w)  Set
      forth
      on Schedule 4.01(w)
      hereto
      is a complete and accurate list of all real property owned by any Loan Party
      or
      any of its Subsidiaries (“Owned
      Real Property”),
      showing as of the date hereof the street address, county or other relevant
      jurisdiction, state and record owner. Each Loan Party or such Subsidiary has
      good and marketable fee simple title to such real property, free and clear
      of
      all Liens, other than Permitted Liens and those created by the Loan
      Documents.

     

    (x)  Set
      forth
      on Schedule 4.01(x)
      hereto
      is a complete and accurate list of all Real Property Leases under which any
      Loan
      Party or any of its Subsidiaries is the lessee, showing as of the date hereof
      the street address, county or other relevant jurisdiction, state, names of
      the
      lessor and lessee, expiration date and annual rental cost thereof. 

     

    (y)  Set
      forth
      on Schedule
      4.01(y)
      hereto
      is a complete and accurate list of all Real Property Leases under which any
      Loan
      Party or any of its Subsidiaries is the lessor, showing as of the date hereof
      the street address, county or other relevant jurisdiction, state, names of
      the
      lessor and lessee, expiration date and annual rental received therefor.


     

    (z)  Set
      forth
      on Schedule 4.01(z)
      hereto
      is a complete and accurate list of all Investments held by any Loan Party or
      any
      of its Subsidiaries on the date hereof, showing as of the date hereof the
      amount, obligor or issuer and maturity, if any, thereof.

     

    (aa)  Set
      forth
      on Schedule 4.01(aa)
      hereto
      is a complete and accurate list of all patents, trademarks, registered trade
      names, service marks and registered copyrights, and all applications therefor
      and licenses thereof (other than to franchisees of Logan’s), of each Loan Party
      or any of its Subsidiaries, showing, as of the date hereof, (i) in the case
      of
      registrations, the jurisdiction in which it is registered, the registration
      number, the date of registration and, other than for copyrights, the expiration
      date; and (ii) in the case of pending applications, the jurisdiction in which
      such applications are filed, the application number and the date of
      filing.

     

    (bb)  Each
      Loan
      Party is in compliance in all material respects with the requirements of all
      laws (including, without limitation, the Patriot Act), rules, regulations and
      all orders, writs, injunctions, decrees, determinations or awards applicable
      to
      it or to its properties, except in such instances in which (i) such requirement
      of law, rule, regulation, order, writ, injunction, decree, determination or
      award is being contested in good faith by appropriate proceedings diligently
      conducted or (ii) the failure to comply therewith, either individually or in
      the
      aggregate, could not reasonably be expected to have a Material Adverse Effect.
      Neither
      the Borrower nor any of its Subsidiaries is in material violation of any laws
      relating to terrorism or money laundering, including, without limitation, the
      Patriot Act.

     

    (cc)  None
      of
      the Loan Parties or any of their Subsidiaries is (i) named on the list of
      Specially Designated Nationals or Blocked Persons maintained by the U.S.
      Department of the Treasury’s Office of Foreign Assets Control available at
      http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an agency
      of the government of a country, (B) an organization controlled by a country,
      or
      (C) a person resident in a country that is subject to a sanctions program
      identified on the list maintained by the U.S. Department of the Treasury’s
      Office of Foreign Assets Control and available at
      http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise
      published from time to time, as such program may be applicable to such agency,
      organization or person, and the Letters of Credit and the proceeds from any
      Advances hereunder will not be used by any Loan Party to fund any operations
      in,
      finance any investments or activities in, or make any payments to, any such
      country, agency, organization or person.

     

    
      
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    (dd)  Each
      Loan
      Party and its Subsidiaries own, or possess the right to use, all of the
      trademarks, service marks, trade names, copyrights, patents, patent rights,
      franchises, licenses and other intellectual property rights (collectively,
      “IP
      Rights”)
      that
      the Loan parties consider reasonably necessary for the operation of their
      respective businesses as presently conducted, without any infringement upon
      the
      rights of any other Person that could have a Material Adverse Effect. To the
      knowledge of the Borrower, no slogan or other advertising device, product,
      process, method, substance, part or other material now employed, or now
      contemplated to be employed, by any Loan Party or any Subsidiary infringes
      upon
      any rights held by any other Person in any manner that could reasonably be
      expected to have a Material Adverse Effect. No claim or litigation regarding
      any
      of the foregoing is pending or, to the best knowledge of the Borrower,
      threatened, which, either individually or in the aggregate, could reasonably
      be
      expected to have a Material Adverse Effect.

     

    ARTICLE
      V  

     

    COVENANTS
      OF THE LOAN PARTIES

     

    SECTION
      5.01.   Affirmative
      Covenants.
       So long as any Advance or any other Obligation of any Loan Party under any
      Loan Document shall remain unpaid, any Letter of Credit shall be outstanding
      or
      any Lender Party shall have any Commitment hereunder, each Loan Party
      will:

     

    (a)  Compliance
      with Laws, Etc.
      Comply,
      and cause each of its Subsidiaries to comply, in all material respects, with
      all
      applicable laws, rules, regulations and orders, such compliance to include,
      without limitation, compliance with ERISA, the Racketeer Influenced and Corrupt
      Organizations Chapter of the Organized Crime Control Act of 1970 and the Patriot
      Act.

     

    (b)  Payment
      of Taxes, Etc.
      Pay and
      discharge, and cause each of its Subsidiaries to pay and discharge, before
      the
      same shall become delinquent, (i) all taxes, assessments and governmental
      charges or levies imposed upon it or upon its property and (ii) all lawful
      claims that, if unpaid, might by law become a Lien upon its property;
provided,
      however,
      that no
      Loan Party shall be required to pay or discharge any such tax, assessment,
      charge or claim that is being contested in good faith and by proper proceedings
      and as to which appropriate reserves are being maintained, unless and until
      any
      Lien resulting therefrom attaches to its property and becomes
      enforceable.

     

    (c)  Compliance
      with Environmental Laws.
      Comply,
      and cause each of its Subsidiaries and all lessees and other Persons operating
      or occupying its properties to comply, in all material respects, with all
      applicable Environmental Laws and Environmental Permits; obtain and renew,
      and
      cause each of its Subsidiaries to obtain and renew, all Environmental Permits
      necessary for its operations and properties; and conduct, and cause each of
      its
      Subsidiaries to conduct, any investigation, study, sampling and testing, and
      undertake any cleanup, removal, remedial or other action necessary to remove
      and
      clean up all Hazardous Materials from any of its properties, in accordance
      with
      the requirements of all Environmental Laws; provided,
      however,
      that no
      Loan Party nor any of its Subsidiaries shall be required to undertake any such
      cleanup, removal, remedial or other action to the extent that its obligation
      to
      do so is being contested in good faith and by proper proceedings and appropriate
      reserves are being maintained with respect to such circumstances.

     

    
      
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    (d)  Maintenance
      of Insurance.
      Maintain, and cause each of its Subsidiaries to maintain, insurance (including
      business interruption and hazards) with responsible and reputable insurance
      companies or associations and such insurance shall be maintained in such amounts
      (with such deductibles and self insured retentions) and covering such risks
      as
      is usually carried by companies of similar size, engaged in similar businesses
      and owning similar properties in the same general areas in which any Loan Party
      or any of its Subsidiaries operates.

     

    (e)  Preservation
      of Corporate Existence, Etc.
      Preserve and maintain, and cause each of its Subsidiaries to preserve and
      maintain, its existence, legal structure, legal name, rights (charter and
      statutory), permits, licenses, approvals, privileges and franchises;
provided,
      however,
      that
      the Loan Parties and their respective Subsidiaries may consummate any merger
      or
      consolidation permitted under Section 5.02(d)
      );
provided,
      further,
      that
      none of the Loan Parties or their respective Subsidiaries shall be required
      to
      preserve any right, permit, license, approval, privilege or franchise if the
      board of directors of the Borrower or such Subsidiary or equivalent governing
      body shall determine that the preservation thereof is no longer desirable in
      the
      conduct of the business of the Loan Party or such Subsidiary, as the case may
      be, and that the loss thereof does not have a Material Adverse
      Effect.

     

    (f)  Visitation
      Rights.
      At any
      reasonable time and from time to time, permit any of the Agents or any of the
      Lender Parties, or any agents or representatives thereof, to examine and make
      copies of and abstracts from the records and books of account of, and visit
      the
      properties of, the Loan Parties and any of their Subsidiaries, and to discuss
      the affairs, finances and accounts of the Borrower and any of its Subsidiaries
      with any of their officers or directors and (in the case of discussions with
      any
      of the Agents or any agents or representatives thereof) with their independent
      certified public accountants; provided
      that in
      the case of discussions with or examination or visits by any of the Agents
      (or
      any agents or representatives of the Agents), such discussions, examination
      or
      visits shall be at the expense of the Borrower.

     

    (g)  Keeping
      of Books.
      Keep,
      and cause each of its Subsidiaries to keep, proper books of record and account,
      in which full and correct entries shall be made of all financial transactions
      and the assets and business of each Loan Party in accordance with
      GAAP.

     

    (h)  Maintenance
      of Properties, Etc.
      Maintain and preserve, and cause each of its Subsidiaries to maintain and
      preserve, all of its properties that are used or useful in the conduct of its
      business in good working order and condition, ordinary wear and tear excepted
      and except for such failure to so maintain which would not reasonably be
      expected to have a Material Adverse Effect.

     

    (i)  Maintenance
      of Credit Ratings.
      Use
      best efforts to maintain public surveillance ratings of the Facilities by
      Moody’s and S&P.

     

    (j)  Covenant
      to Guarantee Obligations and Give Security.
      Upon
      the formation or acquisition of any new direct or indirect Subsidiaries by
      any
      Loan Party, then in each case at the Borrower’s expense:

     

    (i)  in
      connection with the formation or acquisition of a Subsidiary that is not (x)
      a
      CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within
      10
      days after such formation or acquisition, cause each such Subsidiary, and cause
      each direct and indirect parent of such Subsidiary (if it has not already done
      so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty
      supplement, in form and substance satisfactory to the Collateral Agent,
      guaranteeing the other Loan Parties’ obligations under the Loan
      Documents,

     

    
      
        62

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)  within
      30
      days after such formation or acquisition of any new Subsidiary, duly execute
      and
      deliver and cause such Subsidiary and each Loan Party acquiring Equity Interests
      in such Subsidiary to duly execute and deliver to the Collateral Agent pledges,
      assignments, pledge agreement supplements and other pledge agreements as
      specified by, and in form and substance satisfactory to the Collateral Agent,
      securing payment of all of the obligations of such Subsidiary or Loan Party,
      respectively, under the Loan Documents; provided
      that (A)
      the Equity Interests in any Subsidiary held by a CFC shall not be required
      to be
      pledged and (B) if such new property is Equity Interests in a CFC, only 66%
      of
      the voting Equity Interests and 100% of the non-voting Equity Interests of
      such
      CFC shall be pledged in favor of the Secured Parties,

     

    (iii)  within
      30
      days after such formation or acquisition of any new Subsidiary, take, and cause
      each newly acquired or newly formed Subsidiary (other than any Subsidiary that
      is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take,
      whatever action (including, without limitation, the filing of Uniform Commercial
      Code financing statements) may be necessary or advisable in the opinion of
      the
      Collateral Agent to vest in the Collateral Agent (or in any representative
      of
      the Collateral Agent designated by it) valid and subsisting Liens on the
      properties purported to be subject to the pledges, assignments, pledge agreement
      supplements and pledge agreements delivered pursuant to the Loan Documents,
      enforceable against all third parties in accordance with their terms,


     

    (iv)  within
      60
      days after formation or acquisition of any new Subsidiary that is a “significant
      subsidiary” as defined by Regulation S-X promulgated by the Securities and
      Exchange Commission, deliver to the Collateral Agent, upon the request of the
      Collateral Agent in its sole discretion, a signed copy of a favorable opinion,
      addressed to the Collateral Agent and the other Secured Parties, of counsel
      for
      the Loan Parties acceptable to the Collateral Agent as to (1) the matters
      contained in this Section 5.01(j), (2) such guaranties, guaranty supplements,
      pledges, assignments, pledge agreement supplements and other pledge agreements
      being legal, valid and binding obligations of each Loan Party that is a party
      thereto enforceable in accordance with their terms, as to the matters contained
      in this Section 5.01(j), (3) such recordings, filings, notices, endorsements
      and
      other actions being sufficient to create valid perfected Liens on such
      properties and (4) such other matters as the Collateral Agent may reasonably
      request, and

     

    (v)  at
      any
      time and from time to time, promptly execute and deliver, and cause to execute
      and deliver, each newly acquired or newly formed Subsidiary (other than any
      Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly
      by
      a CFC) any and all further instruments and documents and take, and cause each
      newly acquired or newly formed Subsidiary (other than any Subsidiary that is
      a
      CFC or a Subsidiary that is held directly or indirectly by a CFC) to take,
      all
      such other action as the Collateral Agent may deem necessary or desirable in
      obtaining the full benefits of, or in perfecting and preserving the Liens
      created or purported to be created under the Loan Documents.

     

    (k)  Further
      Assurances.
      Promptly upon request by any Agent, or any Lender Party through the
      Administrative Agent, take and cause each Subsidiary to take the following
      actions: (i)
      correct
      any material defect or error that may be discovered in any Loan Document or
      in
      the execution, acknowledgment, filing or recordation thereof, and

     

    
      
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    (ii)  execute,
      acknowledge, deliver, record, re-record, file, re-file, register and re-register
      any and all such further acts, deeds, conveyances, pledge agreements,
      assignments, financing statements and continuations thereof, termination
      statements, notices of assignment, transfers, certificates, assurances and
      other
      instruments as any Agent, or any Lender Party through the Administrative Agent,
      reasonably determines is necessary from time to time in order to (A) carry
      out more effectively the purposes of the Loan Documents, (B) to the fullest
      extent permitted by applicable law, subject any Loan Party’s or any of its
      Subsidiaries’ properties, assets, rights or interests to the Liens now or
      hereafter intended to be covered by any of the Collateral Documents,
      (C) perfect and maintain the validity, effectiveness and priority of any of
      the Collateral Documents and any of the Liens intended to be created thereunder
      and (D) assure, convey, grant, assign, transfer, preserve, protect and
      confirm more effectively unto the Secured Parties the rights granted or now
      or
      hereafter intended to be granted to the Secured Parties under any Loan Document
      or under any other instrument executed in connection with any Loan Document
      to
      which any Loan Party or any of its Subsidiaries is or is to be a
      party.

     

    (l)  Performance
      of Related Documents.
      Perform
      and observe, and cause each of its Subsidiaries to perform and observe, all
      of
      the terms and provisions of each Related Document to be performed or observed
      by
      it, maintain each such Related Document in full force and effect in all material
      respects, enforce such Related Document in accordance with its terms except
      when
      the failure to do so would not reasonably be expected to have a Material Adverse
      Effect, take all such action to such end as may be from time to time requested
      by the Administrative Agent and, upon the reasonable request of the
      Administrative Agent, make to each other party to each such Related Document
      such demands and requests for information and reports or for action as any
      Loan
      Party or any of its Subsidiaries is entitled to make under such Related
      Document.

     

    (m)  Preparation
      of Environmental Reports.
      At the
      request of the Administrative Agent or the Collateral Agent after the occurrence
      or discovery of an event, condition or circumstance reasonably likely to give
      rise to an Environmental Action that would be reasonably likely (whether
      individually or in the aggregate) to have a Material Adverse Effect, provide
      to
      the Lender Parties within 60 days after such request, at the expense of the
      Borrower, an environmental site assessment report for any of its or its
      Subsidiaries’ properties affected by the event, condition or circumstance in
      question, prepared by an environmental consulting firm reasonably acceptable
      to
      the Administrative Agent , indicating the presence or absence of Hazardous
      Materials and the estimated cost of any compliance, removal or remedial action
      in connection with any Hazardous Materials on such properties; without limiting
      the generality of the foregoing, if the Administrative Agent determines at
      any
      time that a material risk exists that any such report will not be provided
      within the time referred to above, the Administrative Agent may retain an
      environmental consulting firm to prepare such report at the expense of the
      Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary
      that
      owns any property affected by the event, condition or circumstance in question
      to grant at the time of such request to the Agents, the Lender Parties, such
      firm and any agents or representatives thereof an irrevocable non-exclusive
      license, subject to the rights of tenants, to enter onto any of their respective
      properties affected by the event, condition or circumstance in question to
      undertake such an assessment.

     

    (n)  Compliance
      with Terms of Leaseholds.
      Take
      and cause each Subsidiary to take the following actions: make all payments
      and
      otherwise perform all obligations in respect of all leases of real property
      to
      which the any of the Loan Parties or their respective Subsidiaries is a party,
      keep such leases in full force and effect and not allow such leases to lapse
      or
      be terminated or any rights to renew such leases to be forfeited or cancelled,
      notify the Administrative Agent of any default by any party with respect to
      such
      leases and cooperate with the Administrative Agent in all respects to cure
      any
      such default, except, in any case, where the failure to do so, either
      individually or in the aggregate, would not be reasonably likely to have a
      Material Adverse Effect.

     

    
      
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    (o)  Performance
      of Material Contracts.
      Take
      and cause each Subsidiary to take the following actions: perform and observe
      all
      the terms and provisions of each Material Contract to which any of the Loan
      Parties or their respective Subsidiaries is a party, maintain each such Material
      Contract in full force and effect, enforce each such Material Contract in
      accordance with its terms, take all such action to such end as may be from
      time
      to time requested by the Administrative Agent and, upon request of the
      Administrative Agent, make to each other party to each such Material Contract
      such demands and requests for information and reports or for action as the
      Loan
      Party or any of its Subsidiaries is entitled to make under such Material
      Contract, and cause each of its Subsidiaries to do so, except, in any case,
      where the failure to do so, either individually or in the aggregate, would
      not
      be reasonably likely to have a Material Adverse Effect.

     

    (p)  Use
      of
      Proceeds.
      Use the
      proceeds of each of the Advances and Letters of Credit solely for the purposes
      set forth in the Preliminary Statements hereof.

     

    SECTION
      5.02.   Negative
      Covenants.
       So long as any Advance or any other Obligation of any Loan Party under any
      Loan Document shall remain unpaid, any Letter of Credit shall be outstanding
      or
      any Lender Party shall have any Commitment hereunder, each Loan Party and its
      Subsidiaries will not, at any time:

     

    (a)  Liens,
      Etc.
      Create,
      incur, assume or suffer to exist, or permit any of its Subsidiaries to create,
      incur, assume or suffer to exist, any Lien on or with respect to any of its
      properties of any character (including, without limitation, accounts) whether
      now owned or hereafter acquired, or sign or file or suffer to exist, or permit
      any of its Subsidiaries to sign or file or suffer to exist, under the Uniform
      Commercial Code of any jurisdiction, a financing statement that names any Loan
      Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or
      permit any of its Subsidiaries to sign or suffer to exist, any security
      agreement authorizing any secured party thereunder to file such financing
      statement, or assign, or permit any of its Subsidiaries to assign, any accounts
      or other right to receive income, except:

     

    (i)  Liens
      created under the Loan Documents;

     

    (ii)  Permitted
      Liens;

     

    (iii)  Liens
      existing on the date hereof and described on Schedule 4.01(v)
      hereto;


     

    (iv)  purchase
      money Liens upon or in real property or equipment acquired or held by the
      Borrower or any of its Subsidiaries in the ordinary course of business to secure
      the purchase price of such property or equipment or to secure Debt incurred
      solely for the purpose of financing the acquisition, construction or improvement
      of any such property or equipment to be subject to such Liens, or Liens existing
      on any such property or equipment at the time of acquisition (other than any
      such Liens created in contemplation of such acquisition that do not secure
      the
      purchase price), or extensions, renewals or replacements of any of the foregoing
      for the same or a lesser amount; provided,
      however,
      that no
      such Lien shall extend to or cover any property other than the property or
      equipment being acquired, constructed or improved, and no such extension,
      renewal or replacement shall extend to or cover any property not theretofore
      subject to the Lien being extended, renewed or replaced; and provided further
      that the
      aggregate principal amount of the Debt secured by Liens permitted by this
      clause (iv) shall not exceed the amount permitted under Section
      5.02(b)(iii)(B) at any time outstanding;

     

    
      
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    (v)  Liens
      arising in connection with Capitalized Leases of the Borrower or any of its
      Subsidiaries permitted under Section 5.02(b)(iii)(C); provided
      that no
      such Lien shall extend to or cover any Collateral or assets other than the
      assets subject to such Capitalized Leases;

     

    (vi)  the
      replacement, extension or renewal of any Lien permitted by clause (iii) above
      upon or in the same property theretofore subject thereto or the replacement,
      extension or renewal (without increase in the amount or change in any direct
      or
      contingent obligor) of the Debt secured thereby provided that such replacement,
      extension or renewal does not extend to any additional property other than
      (A)
      after-acquired property that is affixed or incorporated into the property
      covered by such Lien and (B) the proceeds thereof;

     

    (vii)  Liens
      securing any of the Debt described in Section 5.02(b)(i)(B) and Section
      5.02(b)(ii); and

     

    (viii)  other
      Liens securing Debt outstanding in an aggregate principal amount not to exceed
      $10,000,000; provided
      that no
      such Lien shall extend to or cover any Collateral.

     

    (b)  Debt.
      Create,
      incur, assume or suffer to exist, or permit any of its Subsidiaries to create,
      incur, assume or suffer to exist, any Debt, except:

     

    (i)  in
      the
      case of the Borrower,

     

    (A)  Debt
      in
      respect of Hedge Agreements designed to hedge against fluctuations in interest
      rates or commodity pricing, in each case incurred in the ordinary course of
      business and consistent with prudent business practice, and

     

    (B)  Debt
      owed
      to a direct or indirect wholly-owned Subsidiary of the Borrower, which Debt
      (x)
      shall constitute Pledged Debt, (y) shall be subordinated to any Debt of the
      Borrower under the Loan Documents on terms reasonably acceptable to the
      Administrative Agent and (z) if evidenced by promissory notes, shall be in
      form
      and substance satisfactory to the Administrative Agent and shall be pledged
      as
      security for the Obligations of the holder thereof under the Loan Documents
      to
      which such holder is a party and delivered to the Collateral Agent pursuant
      to
      the terms of the Pledge Agreement.

     

    (ii)  in
      the
      case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly
      owned Subsidiary of the Borrower, provided
      that, in
      each case, to the extent such Debt exceeds $10,000,000 in the aggregate, such
      Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to
      the
      Administrative Agent and (z) shall be evidenced by promissory notes in form
      and
      substance satisfactory to the Administrative Agent and such promissory notes
      shall be pledged as security for the Obligations of the holder thereof under
      the
      Loan Documents to which such holder is a party and delivered to the Collateral
      Agent pursuant to the terms of the Pledge Agreement; and

     

    (iii)  the
      Guaranties and, in the case of the Loan Parties and their
      Subsidiaries,

     

    
      
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    (A)  Debt
      under the Loan Documents;

     

    (B)  So
      long
      as no Default has occurred and is continuing, Debt secured by Liens permitted
      by
      Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time
      outstanding; provided
      that to
      the extent any Debt is created, incurred or assumed in compliance with this
      clause (B) while no Default has occurred and is continuing, such Debt shall
      continue to be permitted under this clause (B) in the event that a Default
      has
      occurred and is continuing;

     

    (C)  Capitalized
      Leases (other than those permitted by clause (F) below) not to exceed in the
      aggregate $10,000,000 at any time outstanding, and in the case of Capitalized
      Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan
      Party of the type described in clause (j) of the definition of “Debt”
guaranteeing the Obligations of such Subsidiary under the Capitalized Leases
      permitted under this clause (C);

     

    (D)  Debt
      of
      any Person that becomes a Subsidiary of the Borrower after the date hereof
      in
      accordance with the terms of Section 5.02(f) which Debt does not exceed
      $10,000,000 in the aggregate and is existing at the time such Person becomes
      a
      Subsidiary of the Borrower;

     

    (E)  So
      long
      as no Default has occurred and is continuing, other unsecured Debt of the
      Borrower in an aggregate principal amount not to exceed $10,000,000 at any
      one
      time outstanding; provided
      that to
      the extent any Debt is created, incurred or assumed in compliance with this
      clause (E) while no Default has occurred and is continuing, such Debt shall
      continue to be permitted under this clause (E) in the event that a Default
      has
      occurred and is continuing;

     

    (F)  the
      Surviving Debt, and any Debt extending the maturity of, or refunding or
      refinancing, in whole or in part, any Surviving Debt; provided
      that the
      terms of any such extending, refunding or refinancing Debt, and of any agreement
      entered into and of any instrument issued in connection therewith, are otherwise
      permitted by the Loan Documents and provided
      further
      that the
      principal amount of such Surviving Debt shall not be increased above the
      principal amount thereof outstanding immediately prior to such extension,
      refunding or refinancing, and the direct and contingent obligors therefor shall
      not be changed, as a result of or in connection with such extension, refunding
      or refinancing;

     

    (G)  Contingent
      obligations of the Loan Parties or any of their Subsidiaries in an amount not
      to
      exceed $10,000,000; provided
      that
      such contingent obligations are unsecured;

     

    (H)  Endorsement
      of negotiable instruments for deposit or collection or similar transactions
      in
      the ordinary course of business;

     

    (I)  Debt
      in
      respect of letters of credit in an aggregate amount not to exceed $2,000,000
      at
      any time outstanding;

     

    
      
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    (J)  Debt
      in
      respect of indemnification obligations in connection with bonds and letters
      of
      credit related to self insurance and insurance programs and policies of the
      Loan
      Parties and their respective Subsidiaries; and

     

    (K)  Obligations
      in respect of the Borrower’s Non-Qualified Deferred Compensation Plan to the
      extent of assets of such plan are on the Borrower’s balance sheet.

     

    (c)  Change
      in Nature of Business.
      Make,
      or permit any of its Subsidiaries to make, any material change in the nature
      of
      its business as carried on at the date hereof.

     

    (d)  Mergers,
      Etc.
      Merge
      into or consolidate with any Person or permit any Person to merge into it,
      or
      permit any of its Subsidiaries to do so, except that:

     

    (i)  any
      Subsidiary of the Borrower may merge into or consolidate with the Borrower
      or
      any other Subsidiary of the Borrower, provided
      that, in
      the case of any merger or consolidation with another Subsidiary, the Person
      formed by such merger or consolidation shall be a direct or indirect wholly
      owned Subsidiary of the Borrower, provided
      further
      that, in
      the case of any such merger or consolidation to which a Guarantor is a party,
      the Person formed by such merger or consolidation shall be a Guarantor;


     

    (ii)  in
      connection with any acquisition permitted under Section 5.02(f), any Subsidiary
      of the Borrower may merge into or consolidate with any other Person or permit
      any other Person to merge into or consolidate with it; provided
      that the
      Person surviving such merger shall be a wholly owned Subsidiary of the Borrower
      and the provisions of Section 5.01(j) shall have been complied with;
      and

     

    (iii)  in
      connection with any sale or other disposition (which takes the form of a merger
      rather than a sale of stock or assets) permitted under Section 5.02(e)(ii),
      any
      Subsidiary of the Borrower may merge into or consolidate with any other Person
      or permit any other Person to merge into or consolidate with it;

     

    provided,
      however,
      that in
      the case of any such merger to which the Borrower is a party, the Borrower
      is
      the surviving corporation.

     

    (e)  Sales,
      Etc., of Assets.
      Sell,
      lease, transfer or otherwise dispose of (including by any sale and leaseback
      transaction), or permit any of its Subsidiaries to sell, lease, transfer or
      otherwise dispose of (including by any sale and leaseback transaction), any
      assets, or grant any option or other right to purchase, lease or otherwise
      acquire, or permit any of its Subsidiaries to grant any option or other right
      to
      purchase, lease or otherwise acquire any assets, except:

     

    (i)  sales
      of
      Inventory in the ordinary course of its business and the granting of any option
      or other right to purchase, lease or otherwise acquire Inventory in the ordinary
      course of its business;

     

    (ii)  sale,
      liquidation, or other disposition of assets under the Company’s Non-Qualified
      Deferred Compensation Plan when made for the purpose of distribution to
      participants,

     

    
      
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    (iii)  in
      a
      transaction authorized by Section 5.02(d) (other than subsection (iii)
      thereof);

     

    (iv)  sales,
      transfers or other dispositions of assets among the Borrower and
      Guarantors;

     

    (v)  the
      sale
      of any asset by the Borrower or any of its Subsidiaries (other than a bulk
      sale
      of Inventory) so long as (A) no Default shall occur and be continuing,
      (B) the purchase price paid to the Borrower or such Subsidiary for such
      asset shall be no less than the fair market value of such asset at the time
      of
      such sale, (C) the purchase price for such asset shall be paid to the
      Borrower or such Subsidiary in 100% cash and (D) the aggregate fair market
      value of such asset and all other assets sold by the Borrower and its
      Subsidiaries, and the aggregate purchase price paid to the Borrower and all
      of
      its Subsidiaries for such asset and all other assets sold by the Borrower and
      its Subsidiaries, in each case during the same Fiscal Year pursuant to this
      clause (iv), shall not exceed $5,000,000;

     

    (vi)  so
      long
      as (A) no Event of Default shall have occurred and be continuing, (B)
      immediately after giving effect thereto the Consolidated Total Leverage Ratio
      shall not exceed 3.75:1 and the Borrower and its subsidiaries shall be otherwise
      in compliance with all Section 5.04 and (C) the purchase or offering price
      paid
      to the Borrower and its Subsidiaries shall be no less than the fair market
      value
      thereof, the Borrower and its Subsidiaries may consummate the sale of assets
      or
      capital stock (including through a spin-off) and/or initial public offering
      of
      all or any portion of the capital stock of Logan’s (any such sale or public
      offering, a “Permitted
      Disposition”)
      (and
      in connection therewith the Guaranty made be Logan’s shall be
      released);

     

    (vii)  so
      long
      as no Event of Default shall have occurred and be continuing and the Borrower
      and its Subsidiaries shall be in pro
      forma
      compliance with Section 5.04 and shall receive cash therefor:

     

    (A)  
      Cracker
      Barrel may, subject to the proviso below, sell, lease, transfer or otherwise
      dispose of real property with a fair market value in an aggregate amount not
      to
      exceed $150,000,000, so long as the aggregate fair market value of the real
      property sold in each Fiscal Year is less than $50,000,000;

     

    (B)  
      Cracker
      Barrel may also sell, lease, transfer or otherwise dispose of other real
      property with a fair market value in an aggregate amount not to exceed
      $100,000,000;

     

    (C)  
      Logan’s
      may, subject to the proviso below, sell, lease, transfer or otherwise dispose
      of
      real property in an aggregate fair market value of less than $5,000,000 in
      any
      Fiscal Year; and

     

    (D)  Logan’s
      may also sell, lease, transfer or otherwise dispose of other real property,
      provided
      that if
      the fair market value of any real property of Logan’s being sold, leased,
      transferred or otherwise disposed of pursuant to this clause (D), when
      aggregated with the fair market value of other real property sold, leased,
      transferred or otherwise disposed of by Logan’s pursuant to this clause (D) in
      the then-current Fiscal Year, shall exceed $5,000,000, and the Consolidated
      Total Leverage Ratio after giving effect thereto shall exceed 3.75:1, the
      proceeds of such sale, lease, transfer or disposition shall be subject to the
      mandatory prepayment provisions set forth in Section 2.06(b)(ii);

     

    
      
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    provided
      that in
      the case of any sale, lease, transfer or other disposition of assets pursuant
      to
      clauses (v), (vii)(A) or (vii)(C) above or the proviso to clause (vii)(D)
      above, the applicable Loan Party shall, on the date of receipt by such Loan
      Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay
      the Advances pursuant to, and in the amount and order of priority set forth
      in,
      Section 2.06(b)(ii), as specified therein.

     

    (f)  Investments
      in Other Persons.
      Make or
      hold, or permit any of its Subsidiaries to make or hold, any Investment in
      any
      Person, except:

     

    (i)  (A)
      equity Investments by the Borrower and its Subsidiaries in their Subsidiaries
      outstanding on the date hereof and (B) additional equity Investments in Loan
      Parties;

     

    (ii)  loans
      and
      advances to employees in the ordinary course of the business of the Loan Parties
      and their Subsidiaries as presently conducted in compliance with all applicable
      laws (including the Sarbanes-Oxley Act of 2002, as amended) an aggregate
      principal amount not to exceed $2,000,000 at any time outstanding;

     

    (iii)  Investments
      by the Loan Parties and their Subsidiaries in Cash Equivalents;

     

    (iv)  Investments
      existing on the date hereof and described on Schedule 4.01(z)
      hereto;

     

    (v)  Investments
      by the Borrower in Hedge Agreements permitted under
      Section 5.02(b)(i);

     

    (vi)  Investments
      consisting of inter-company Debt permitted under
      Section 5.02(b);

     

    (vii)  the
      purchase or other acquisition of all of the Equity Interests in any Person
      that,
      upon the consummation thereof, will be wholly owned directly by one or more
      Loan
      Parties (including, without limitation, as a result of a merger or
      consolidation) and the purchase or other acquisition by one or more Loan Parties
      of all or substantially all of the property and assets of any Person;
provided
      that,
      with respect to each purchase or other acquisition made pursuant to this clause
      (vii), such purchase or other acquisition shall be at all times negotiated
      without the objection of the Board of Directors of the entity to be acquired;
      and provided
      further
      that:

     

    (A)  the
      Loan
      Parties and any such newly created or acquired Subsidiary shall comply with
      the
      requirements of Section 5.01(j);

     

    (B)  the
      lines
      of business of the Person to be (or the property and assets of which are to
      be)
      so purchased or otherwise acquired shall be substantially the same lines of
      business as one or more of the principal businesses of the Borrower and its
      Subsidiaries in the ordinary course;

     

    
      
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    (C)  such
      purchase or other acquisition shall not include or result in any contingent
      liabilities that could reasonably be expected to be material to the business,
      financial condition, operations or prospects of the Borrower and its
      Subsidiaries, taken as a whole (as determined in good faith by the board of
      directors (or the persons performing similar functions) of the Borrower, if
      the
      board of directors is otherwise approving such transaction, or, in each other
      case, by the chief executive or financial officer of the Borrower);

     

    (D)  the
      total
      cash and noncash consideration (including, without limitation, the fair market
      value of all Equity Interests issued or transferred to the sellers of such
      Person or assets, all indemnities, earnouts and other contingent payment
      obligations to, and the aggregate amounts paid or to be paid under noncompete,
      consulting and other affiliated agreements with, the sellers of such Person
      or
      assets, all write-downs of property and assets and reserves for liabilities
      with
      respect thereto and all assumptions of debt, liabilities and other obligations
      in connection therewith) paid by or on behalf of the Borrower and its
      Subsidiaries for any such purchase or other acquisition, when aggregated with
      the total cash and noncash consideration paid by or on behalf of the Borrower
      and its Subsidiaries for all other purchases and other acquisitions made by
      the
      Borrower and its Subsidiaries pursuant to this clause (vii), shall not exceed
      $100,000,000;

     

    (E)  (1)
      immediately before and immediately after giving effect to any such purchase
      or
      other acquisition, no Default shall have occurred and be continuing and (2)
      immediately after giving effect to such purchase or other acquisition, the
      Borrower and its Subsidiaries shall be in pro forma compliance with all of
      the
      covenants set forth in Section 5.04, such compliance to be determined on the
      basis of audited financial statements of such Person or assets as though such
      purchase or other acquisition had been consummated as of the first day of the
      fiscal period covered thereby; and

     

    (F)  the
      Borrower shall have delivered to the Administrative Agent, on behalf of the
      Lender Parties, at least five Business Days prior to the date on which any
      such
      purchase or other acquisition is to be consummated, a certificate of a
      Responsible Officer, in form and substance reasonably satisfactory to the
      Administrative Agent, certifying that all of the requirements set forth in
      this
      clause (vii) have been satisfied or will be satisfied on or prior to the
      consummation of such purchase or other acquisition;

     

    (viii)  Investments
      by the Borrower and its Subsidiaries not otherwise permitted under this Section
      5.02(f) in an aggregate amount not to exceed $10,000,000; provided
      that
      immediately before and immediately after giving effect to any such Investment,
      no Default shall have occurred and be continuing; and

     

    (ix)  Investments
      that comprise the assets of the Non-Qualified Deferred Compensation
      Plan.

     

    (g)  Restricted
      Payments.
      Declare
      or pay any dividends, purchase, redeem, retire, defease or otherwise acquire
      for
      value any of its Equity Interests now or hereafter outstanding, return any
      capital to its stockholders, partners or members (or the equivalent Persons
      thereof) as such, make any distribution of assets, Equity Interests, obligations
      or securities to its stockholders, partners or members (or the equivalent
      Persons thereof) as such, or permit any of its Subsidiaries to do any of the
      foregoing, or permit any of its Subsidiaries to purchase, redeem, retire,
      defease or otherwise acquire for value any Equity Interests in the Borrower
      or
      to issue or sell any Equity Interests therein,
      except
      that so long as no Default shall have occurred and be continuing at the time
      of
      any action described below or would result therefrom:

     

    
      
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    (i)  the
      Borrower may (A) declare and pay dividends and distributions payable only
      in common stock of the Borrower and (B) except to the extent the Net Cash
      Proceeds thereof are required to be applied to the prepayment of the Advances
      pursuant to Section 2.06(b), purchase, redeem, retire, defease or otherwise
      acquire shares of its capital stock with the proceeds received contemporaneously
      from the issue of new shares of its capital stock with equal or inferior voting
      powers, designations, preferences and rights;

     

    (ii)  any
      Subsidiary of the Borrower may declare and pay dividends to the
      Borrower;

     

    (iii)  the
      Borrower may consummate the Repurchase and from time to time on and after the
      date of such Repurchase purchase additional shares of its outstanding common
      stock with the proceeds of the Term B-1 Advances that remain after consummation
      of the Repurchase and may pay fees, expenses and costs related to the Repurchase
      and such additional purchases;

     

    (iv)  the
      Borrower may repurchase or acquire the Convertible Notes with the proceeds
      of
      the Term B-2 Facility and/or cash on hand;

     

    (v)  so
      long
      as immediately after giving effect thereto at least $100,000,000 of the
      Revolving Credit Facility shall be available for the borrowing of Revolving
      Credit Advances, the Borrower may (A) declare and pay cash dividends to its
      stockholders if after giving effect thereto the aggregate amount of such
      dividends paid during any Fiscal Year would be less than 15% of Consolidated
      EBITDA from continuing operations of the Borrower for the Fiscal Year
      immediately preceding the Fiscal Year in which such dividend is paid, or (B)
      in
      any fiscal quarter increase its regular quarterly dividend by an amount not
      to
      exceed the greater of $.01 or 10% of the amount of the dividend paid in the
      prior fiscal quarter;

     

    (vi)  so
      long
      as immediately after giving effect thereto at least $100,000,000 of the
      Revolving Credit Facility shall be available for the borrowing of Revolving
      Credit Advances, the Borrower may purchase, redeem, retire or otherwise acquire
      shares of its own outstanding capital stock for cash in any Fiscal Year if
      after
      giving effect thereto the aggregate amount (net of any amounts received from
      the
      exercise of stock options or reduction in tax obligations) of such purchases,
      redemptions, retirements and acquisitions made in such Fiscal Year (other than
      the Repurchase) would be less than the amount set forth below:

     

    
      	
               

              Fiscal
                Year Ending

            	
               

              Amount

            
	
              August
                3, 2007

               

            	
              $50,000,000

               

            
	
              August
                1, 2008

               

            	
              $50,000,000

               

            
	
              July
                31, 2009 and each Fiscal Year thereafter

               

            	
              $65,000,000

               

            


    

     

     

    
      
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    (vii)  the
      Borrower may issue (A) rights or options to acquire capital stock of the
      Borrower pursuant to employee stock purchase plans, director or employee option
      plans and other employee benefit plans and (B) common stock upon the exercise
      of
      options issued under, or pursuant to, employee stock purchase plans, director
      or
      employee option plans and other employee benefit plans;

     

    (viii)  the
      repurchase of the Borrower’s common stock using proceeds from the disposition of
      Logan’s made in accordance with all of the provisions of Section 5.02(e)(vii)
      (to the extent such proceeds are not subject to the proviso to Section
      5.02(e)(vii)); and

     

    (ix)  (A)
      Rocking Chair, Inc. may issue Preferred Interests to the other Loan Parties,
      (B)
      the Loan Parties may award to or repurchase from employees of the Loan Parties
      the Preferred Interests issued by Rocking Chair, Inc. and (C) Rocking Chair,
      Inc. may pay dividends on its Preferred Interests in an annual amount not to
      exceed $250,000.

     

    (h)  Amendments
      of Constitutive Documents.
      Amend,
      or permit any of its Subsidiaries to amend, its certificate of incorporation,
      certificate of formation, operating agreement, bylaws or other constitutive,
      other than amendments that could not be reasonably expected to have a Material
      Adverse Effect or adversely affect the interests of the Lender
      Parties.

     

    (i)  Accounting
      Changes.
      Make or
      permit, or permit any of its Subsidiaries to make or permit, any change in
      (i) accounting policies or reporting practices except as permitted by GAAP
      or (ii) its Fiscal Year.

     

    (j)  Prepayments,
      Etc., of Debt.
      (i)
      Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
      maturity thereof in any manner, or make any payment in violation of any
      subordination terms of, any Debt, except (A) the prepayment of the Advances
      in accordance with the terms of this Agreement and (B) regularly scheduled
      or required repayments or redemptions of Surviving Debt; (C) the conversion
      of
      subordinated debt into equity in accordance with its terms; (ii) amend, modify
      or change in any manner any term or condition of any Surviving Debt or
      subordinated debt, or permit any of its Subsidiaries to do any of the foregoing
      other than to prepay any Debt payable to the Borrower;
      or
      (iii) amend or modify any documents or instruments governing any Debt other
      than the Loan Documents, other than amendments that could not be reasonably
      expected to have a Material Adverse Effect or adversely affect the interests
      of
      the Lender Parties.

     

    (k)  Amendment,
      Etc., of Related Documents.
      Cancel
      or terminate any Related Document or consent to or accept any cancellation
      or
      termination thereof, amend, modify or change in any manner any term or condition
      of any Related Document or give any consent, waiver or approval thereunder,
      waive any default under or any breach of any term or condition of any Related
      Document, agree in any manner to any other amendment, modification or change
      of
      any term or condition of any Related Document or take any other action in
      connection with any Related Document that would impair the value of the interest
      or rights of any Loan Party thereunder or that would impair the rights or
      interests of any Agent or any Lender Party, or permit any of its Subsidiaries
      to
      do any of the foregoing.

     

    (l)  Negative
      Pledge.
      Enter
      into or suffer to exist, or permit any of its Subsidiaries to enter into or
      suffer to exist, any agreement prohibiting or conditioning the creation or
      assumption of any Lien upon any of its property or assets except (i) in
      favor of the Secured Parties or (ii) in connection with (A) any
      Surviving Debt; (B) any Debt permitted by Section 5.02(b)(iii)(B) solely to
      the extent that the agreement or instrument governing such Debt prohibits a
      Lien
      on the property acquired with the proceeds of such Debt or (C) any
      Capitalized Lease permitted by Section 5.02(b)(iii)(C) solely to the extent
      that such Capitalized Lease prohibits a Lien on the property subject
      thereto.

     

    
      
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    (m)  Partnerships,
      Etc.
      Become
      a general partner in any general or limited partnership or joint venture with
      any Person other than a Loan Party or one of its Subsidiaries, or permit any
      of
      its Subsidiaries to do so with the exception of those partnerships or joint
      ventures existing on the date of this Agreement.

     

    (n)  Speculative
      Transactions.
      Engage,
      or permit any of its Subsidiaries to engage, in any transaction involving
      commodity options or futures contracts or any similar speculative transactions
      with the exception of the Hedge Agreements permitted under Section 5.02(b)(i)(A)
      this Agreement.

     

    (o)  Payment
      Restrictions Affecting Subsidiaries.
      Directly or indirectly, enter into or suffer to exist, or permit any of its
      Subsidiaries to enter into or suffer to exist, any agreement or arrangement
      limiting the ability of any of its Subsidiaries to declare or pay dividends
      or
      other distributions in respect of its Equity Interests or repay or prepay any
      Debt owed to, make loans or advances to, or otherwise transfer assets to or
      invest in, the Borrower or any Subsidiary of the Borrower (whether through
      a
      covenant restricting dividends, loans, asset transfers or investments, a
      financial covenant or otherwise), except (i) the Loan Documents, (ii) any
      agreement or instrument evidencing Surviving Debt, in each case as in effect
      on
      the date hereof, and (iii) any agreement in effect at the time such Subsidiary
      becomes a Subsidiary of the Borrower, so long as such agreement was not entered
      into solely in contemplation of such Person becoming a Subsidiary of the
      Borrower.

     

    (p)  Transactions
      with Affiliates.
      With
      the exception of inter-company transactions among the Loan Parties, conduct,
      and
      permit any of its Subsidiaries to conduct, any transaction with any of their
      Affiliates on terms that are either not fair and reasonable or less favorable
      to
      the a Loan Party or such Subsidiary than it would obtain in a comparable
      arm’s-length transaction with a Person not an Affiliate.

     

    (q)  Capital
      Expenditures.
      Make,
      or permit any of its Subsidiaries to make, any Capital Expenditures that would
      cause the aggregate of all such Capital Expenditures made by the Loan Parties
      and their Subsidiaries in any Fiscal Year set forth below to exceed the
      percentage set forth below of the Consolidated EBITDA for the immediately
      preceding Fiscal Year:

     

    
      	
               

              Fiscal
                Year Ending In

            	
               

              Percentage
                of Consolidated EBITDA

            
	
              July
                28, 2006 through August 3, 2007

               

            	
              65%

               

            
	
              August
                1, 2008 and thereafter

               

            	
              60%

               

            


    

    


    ;
      provided,
      however,
      that
      (i) if, for any Fiscal Year, the amount of Capital Expenditures allowed above
      for such Fiscal Year exceeds the aggregate amount of Capital Expenditures made
      by the Borrower and its Subsidiaries during such Fiscal Year, the Borrower
      and
      its Subsidiaries shall be entitled to make additional Capital Expenditures
      in
      the immediately succeeding Fiscal Year in an amount (such amount being referred
      to herein as the “Capex
      Carryover”)
      equal
      to the lesser amount of (x) the Capex Carryover and (y) 15% of such amount
      of
      Capital Expenditures allowed above for such Fiscal Year and (ii) in determining
      whether any amount is available for carryover, the amount expended in any Fiscal
      Year shall first be deemed to be from the Capex Carryover amount from the prior
      Fiscal Year that has been allocated to such current Fiscal Year; provided,
      further,
      that
      notwithstanding the foregoing limitations contained in this Section 5.02, the
      Borrower and its Subsidiaries shall be permitted to make Capital Expenditures
      in
      respect of “land banking” in an aggregate amount not to exceed $15,000,000.


     

    
      
        74

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      5.03.   Reporting
      Requirements.
       So long as any Advance or any other Obligation of any Loan Party under any
      Loan Document shall remain unpaid, any Letter of Credit shall be outstanding
      or
      any Lender Party shall have any Commitment hereunder, the Borrower will furnish
      to the Agents and the Lender Parties:

     

    (a)  Default
      Notice.
      As soon
      as possible and in any event within two Business Days after the occurrence
      of
      each Default or any event, development or occurrence reasonably likely to have
      a
      Material Adverse Effect continuing on the date of such statement, a statement
      of
      the Chief Financial Officer of the Borrower setting forth details of such
      Default, or such event, development or occurrence, and the action that the
      Borrower has taken and proposes to take with respect thereto.

     

    (b)  Annual
      Financials.
      As soon
      as available and in any event within 90 days after the end of each Fiscal Year,
      a copy of the annual audit report for such year for the Borrower and its
      Subsidiaries, including therein consolidated balance sheets of the Borrower
      and
      its Subsidiaries as of the end of such Fiscal Year and consolidated statements
      of income and a consolidated statement of cash flows of the Borrower and its
      Subsidiaries for such Fiscal Year, in each case accompanied by an opinion
      acceptable to the Administrative Agent of Deloitte & Touche LLP or
      such
      other independent registered public accountants of recognized standing
      acceptable to the Administrative Agent , together with (i) a certificate of
      such
      accounting firm to the Lender Parties stating that in the course of the regular
      audit of the business of the Borrower and its Subsidiaries, which audit was
      conducted by such accounting firm in accordance with generally accepted auditing
      standards, such accounting firm has obtained no knowledge that a Default of
      a
      financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(q) or 5.04 has
      occurred and is continuing, or if, in the opinion of such accounting firm,
      a
      Default of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(q)
      or 5.04 has occurred and is continuing, a statement as to the nature thereof
      and
      (ii) a certificate of the chief financial officer of the Borrower (A)
      setting forth in reasonably detail the compliance with the negative covenants
      contained in Section 5.02 (including provisions with respect to dispositions
      and
      acquisitions of assets) and stating that no Default has occurred and is
      continuing or, if a Default has occurred and is continuing, a statement as
      to
      the nature thereof and the action that the Borrower has taken and proposes
      to
      take with respect thereto and (B) that includes or to which is attached a
      schedule in form satisfactory to the Administrative Agent of the computations
      used by the Borrower in determining compliance with the covenants contained
      in
      Section 5.02(q) and Section 5.04, provided
      that in
      the event of any change in GAAP used in the preparation of such financial
      statements, the Borrower shall also provide, if necessary for the determination
      of compliance with Section 5.02(q) and Section 5.04, a statement of
      reconciliation conforming such financial statements to GAAP.

     

    (c)  Quarterly
      Financials.
      As soon
      as available and in any event within 45 days after the end of each of the first
      three fiscal quarters of each Fiscal Year, consolidated balance sheets of the
      Borrower and its Subsidiaries as of the end of such fiscal quarter and
      consolidated statements of income and a consolidated statement of cash flows
      of
      the Borrower and its Subsidiaries for the period commencing at the end of the
      previous fiscal quarter and ending with the end of such fiscal quarter and
      consolidated statements of income and a consolidated statement of cash flows
      of
      the Borrower and its Subsidiaries for the period commencing at the end of the
      previous Fiscal Year and ending with the end of such quarter, setting forth
      in
      each case in comparative form the corresponding figures for the corresponding
      date or period of the preceding Fiscal Year, all in reasonable detail and duly
      certified (subject to normal year-end audit adjustments) by the chief financial
      officer of the Borrower as having been prepared in accordance with GAAP,
      together with a certificate of said officer (A) setting forth in reasonably
      detail the compliance with the negative covenants contained in Section 5.02
      (including provisions with respect to dispositions and acquisitions of assets)
      and stating that no Default has occurred and is continuing or, if a Default
      has
      occurred and is continuing, a statement as to the nature thereof and the action
      that the Borrower has taken and proposes to take with respect thereto and (B)
      that includes or to which is attached a schedule in form satisfactory to the
      Administrative Agent of the computations used by the Borrower in determining
      compliance with the covenants contained in Section 5.04, provided
      that in
      the event of any change in GAAP used in the preparation of such financial
      statements, the Borrower shall also provide, if necessary for the determination
      of compliance with Section 5.04, a statement of reconciliation conforming such
      financial statements to GAAP.

     

    
      
        75

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  Annual
      Forecasts.
      As soon
      as available and in any event no later than 90 days after the end of each Fiscal
      Year, forecasts prepared by management of the Borrower, in form satisfactory
      to
      the Administrative Agent, of balance sheets, income statements and cash flow
      statements on a quarterly basis for the Fiscal Year following such Fiscal Year
      and on an annual basis for each Fiscal Year thereafter until the Termination
      Date in respect of the Facilities.

     

    (e)  Litigation.
      Promptly after the commencement thereof, notice of all actions, suits,
      investigations, litigation and proceedings before any Governmental Authority
      affecting any Loan Party or any of its Subsidiaries of the type described in
      Section 4.01(f), and promptly after the occurrence thereof, notice of any
      material adverse change in the status or the financial effect on any Loan Party
      or any of its Subsidiaries of the Disclosed Litigation from that described
      on
Schedule 4.01(f)
      hereto.
      For
      purposes of this subclause (e), any litigation, arbitration, or governmental
      investigation or proceeding which involves an uninsured damage claim of
      $2,000,000 or less need not be the subject of any such notice unless it is
      one
      of a series of claims arising out of the same set of facts or circumstances
      which, in the aggregate, exceed $10,000,000.

     

    (f)  Securities
      Reports.
      Promptly after the sending or filing thereof, copies of all proxy statements,
      financial statements and reports that any Loan Party or any of its Subsidiaries
      sends to its stockholders, and copies of all annual reports on Form 10-K and
      quarterly reports on Form 10-Q, and all registration statements, that any Loan
      Party or any of its Subsidiaries files with the Securities and Exchange
      Commission or any governmental authority that may be substituted therefor,
      or
      with any national securities exchange,
      in each
      case excluding the exhibits thereto unless requested by the Administrative
      Agent.

     

    (g)  Creditor
      Reports.
      Promptly after the furnishing thereof, copies of any statement or report
      furnished (i) to any holder of Debt securities of any Loan Party or of any
      of
      its Subsidiaries pursuant to the terms of any indenture, loan or credit or
      similar agreement or (ii) under or pursuant to any Related Document, and in
      each
      case not otherwise required to be furnished to the Lender Parties pursuant
      to
      any other clause of this Section 5.03.

     

    (h)  ERISA.
      (i) ERISA
      Events and ERISA Reports.
      (A)
      Promptly and in any event within 10 Business Days after any Loan Party or any
      ERISA Affiliate knows or has reason to know that any ERISA Event has occurred,
      a
      statement of the chief financial officer of the Borrower describing such ERISA
      Event and the action, if any, that such Loan Party or such ERISA Affiliate
      has
      taken and proposes to take with respect thereto and (B) on the date any records,
      documents or other information must be furnished to the PBGC with respect to
      any
      Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and
      information.

     

    
      
        76

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)  Plan
      Terminations.
      Promptly and in any event within two Business Days after receipt thereof by
      any
      Loan Party or any ERISA Affiliate, copies of each notice from the PBGC stating
      its intention to terminate any Plan or to have a trustee appointed to administer
      any Plan.

     

    (iii)  Plan
      Annual Reports.
      Promptly upon the request of the Administrative Agent, copies of each Schedule
      B
      (Actuarial Information) to the annual report (Form 5500 Series) with respect
      to
      each Plan.

     

    (iv)  Multiemployer
      Plan Notices.
      Promptly and in any event within five Business Days after receipt thereof by
      any
      Loan Party or any ERISA Affiliate from the sponsor of a Multiemployer Plan,
      copies of each notice concerning (A) the imposition of Withdrawal Liability
      by
      any such Multiemployer Plan, (B) the reorganization or termination, within
      the
      meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the amount
      of liability incurred, or that may be incurred, by such Loan Party or any ERISA
      Affiliate in connection with any event described in clause (A) or
      (B);
      provided,
      however,
      that
      the notice under this clause (iv) is required to be given only if the event
      or
      circumstance identified in such notice, when aggregated with any other events
      or
      circumstances required to be reported under Section 5.03(h) could
      reasonably be expected to result in a Material Adverse Effect.

     

    (i)  Environmental
      Conditions.
      Promptly after the assertion or occurrence thereof, notice of any Environmental
      Action against or of any noncompliance by any Loan Party or any of its
      Subsidiaries with any Environmental Law or Environmental Permit that could
      reasonably be expected to have a Material Adverse Effect 

     

    (j)  Insurance.
      As soon
      as available and in any event within 90 days after the end of each Fiscal Year,
      a report summarizing the insurance coverage (specifying type, amount and
      carrier) in effect for each Loan Party and its Subsidiaries and containing
      such
      additional information as any Agent, or any Lender Party (through the
      Administrative Agent) may reasonably specify.

     

    (k)  Other
      Information.
      Such
      other information respecting the business, condition (financial or otherwise),
      operations, performance, properties or prospects of any Loan Party or any of
      its
      Subsidiaries as any Agent, or any Lender Party through the Administrative Agent,
      may from time to time reasonably request.

     

    SECTION
      5.04.   Financial
      Covenants.
       So long as any Advance or any other Obligation of any Loan Party under any
      Loan Document shall remain unpaid, any Letter of Credit shall be outstanding
      or
      any Lender Party shall have any Commitment hereunder, the Borrower
      will:

     

    (a)  Consolidated
      Total Leverage Ratio.
      Maintain, as of the end of each Measurement Period ending during any period
      set
      forth in the table below, a Consolidated Total Leverage Ratio of not more than
      the ratio set forth opposite such period in the table below:

     

    
      	
              Period

            	
              Ratio

            
	
              Effective
                Date through April 27, 2007

               

            	
              4.50:1.00

               

            
	
              April
                28, 2007 through May 2, 2008

               

            	
              4.25:1.00

               

            
	
              May
                3, 2008 through May 1, 2009

               

            	
              4.00:1.00

               

            
	
              May
                2, 2009 and thereafter

               

            	
              3.75:1.00

               

            


    

    


    
      
        77

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Consolidated
      Interest Coverage Ratio.
      Maintain, as of the end of each Measurement Period ending during any period
      set
      forth in the table below, a Consolidated Interest Coverage Ratio of not less
      than the ratio set forth opposite such period in the table below:

     

    
      	
              Period

            	
              Ratio

            
	
              Effective
                Date through April 27, 2007

               

            	
              3.00:1.00

               

            
	
              April
                28, 2007 through May 2, 2008

               

            	
              3.25:1.00

               

            
	
              May
                3, 2008 through May 1, 2009

               

            	
              3.50:1.00

               

            
	
              May
                2, 2009 through April 30, 2010

               

            	
              3.75:1.00

               

            
	
              April
                31, 2010 and thereafter

               

            	
              4.00:1.00

               

            


    

    


     

    ARTICLE
      VI  

     

    EVENTS
      OF DEFAULT

     

    SECTION
      6.01.   Events
      of Default.
       If any of the following events (“Events
      of Default”)
      shall
      occur and be continuing:

     

    (a)  (i)
      the
      Borrower shall fail to pay any principal of any Advance when the same shall
      become due and payable or (ii) the Borrower shall fail to pay any interest
      on
      any Advance, or any Loan Party shall fail to make any other payment under any
      Loan Document, in each case under this clause (ii) within 3 Business Days after
      the same becomes due and payable; or

     

    (b)  any
      representation or warranty made by any Loan Party (or any of its officers)
      under
      or in connection with any Loan Document shall have been incorrect in any
      material respect when made; or

     

    (c)  the
      Borrower shall fail to perform any term, covenant or agreement contained in
      Section 2.14, 5.01(e) or (j), 5.02, 5.03 or 5.04; or

     

    (d)  any
      Loan
      Party shall fail to perform any other term, covenant or agreement contained
      in
      any Loan Document on its part to be performed or observed if such failure shall
      remain unremedied for 30 days after the earlier of the date on which (i) a
      Responsible Officer becomes aware of such failure or (ii) written notice
      thereof shall have been given to the Borrower by any Agent or any Lender Party;
      or

     

    (e)  any
      Loan
      Party or any of its Subsidiaries shall fail to pay any principal of, premium
      or
      interest on or any other amount payable in respect of any Debt of such Loan
      Party or such Subsidiary (as the case may be) that is outstanding in a principal
      amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least
      $15,000,000 either individually or in the aggregate for all such Loan Parties
      and Subsidiaries (but excluding Debt outstanding hereunder), when the same
      becomes due and payable (whether by scheduled maturity, required prepayment,
      acceleration, demand or otherwise), and such failure shall continue after the
      applicable grace period, if any, specified in the agreement or instrument
      relating to such Debt; or any other event shall occur or condition shall exist
      under any agreement or instrument relating to any such Debt and shall continue
      after the applicable grace period, if any, specified in such agreement or
      instrument, if the effect of such event or condition is to accelerate, or to
      permit the acceleration of, the maturity of such Debt or otherwise to cause,
      or
      to permit the holder thereof to cause, such Debt to mature; or any such Debt
      shall be declared to be due and payable or required to be prepaid or redeemed
      (other than by a regularly scheduled required prepayment or redemption),
      purchased or defeased, or an offer to prepay, redeem, purchase or defease such
      Debt shall be required to be made, in each case prior to the stated maturity
      thereof; or

     

    
      
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    (f)  any
      Loan
      Party or any of its Subsidiaries shall generally not pay its debts as such
      debts
      become due, or shall admit in writing its inability to pay its debts generally,
      or shall make a general assignment for the benefit of creditors; or any
      proceeding shall be instituted by or against any Loan Party or any of its
      Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking
      liquidation, winding up, reorganization, arrangement, adjustment, protection,
      relief, or composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an
      order for relief or the appointment of a receiver, trustee or other similar
      official for it or for any substantial part of its property and, in the case
      of
      any such proceeding instituted against it (but not instituted by it) that is
      being diligently contested by it in good faith, either such proceeding shall
      remain undismissed or unstayed for a period of 30 days or any of the actions
      sought in such proceeding (including, without limitation, the entry of an order
      for relief against, or the appointment of a receiver, trustee, custodian or
      other similar official for, it or any substantial part of its property) shall
      occur; or any Loan Party or any of its Subsidiaries shall take any corporate
      action to authorize any of the actions set forth above in this
      subsection (f); or

     

    (g)  any
      judgments or orders, either individually or in the aggregate , for the payment
      of money in excess of $15,000,000 or otherwise material to the Borrower and
      its
      Subsidiaries, taken as a whole, shall be rendered against any Loan Party or
      any
      of its Subsidiaries and either (i) enforcement proceedings shall have been
      commenced by any creditor upon such judgment or order or (ii) 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 provided, however, that any such judgment or court order shall not be
      an
      Event of Default under this Section 6.01(g) if and for so long as (i) the entire
      amount of such judgment or court order is covered by a valid and binding policy
      of insurance between the defendant and the insurer covering payment thereof
      and
      (ii) such insurer, which shall be rated at least “A” by A.M. Best Company, has
      been notified of, and has not disputed the claim made for payment of the amount
      of such judgment or order;; or

     

    (h)  any
      non-monetary judgment or order shall be rendered against any Loan Party or
      any
      of its Subsidiaries that could be reasonably likely to have a Material Adverse
      Effect, and 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; or

     

    (i)  any
      provision of any Loan Document after delivery thereof pursuant to
      Section 3.01 or 5.01(j) shall for any reason cease to be valid and binding
      on or enforceable against any Loan Party party to it, or any such Loan Party
      shall so state in writing; or

     

    (j)  any
      Collateral Document or financing statement after delivery thereof pursuant
      to
      Section 3.01 or 5.01(j) shall for any reason (other than pursuant to the
      terms thereof) cease to create a valid and perfected first priority lien on
      and
      security interest in the Collateral purported to be covered thereby (or any
      Loan
      Party shall so assert or shall take any action to discontinue or to assert
      the
      invalidity or unenforceability thereof) , other than in respect of any item
      or
      items of Collateral the fair market value of which, either individually or
      in
      the aggregate, does not exceed $10,000,000; or

     

    (k)  a
      Change
      of Control shall occur; or

     

    
      
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    (l)  any
      ERISA
      Event shall have occurred with respect to a Plan and the sum (determined as
      of
      the date of occurrence of such ERISA Event) of the Insufficiency of such Plan
      and the Insufficiency of any and all other Plans with respect to which an ERISA
      Event shall have occurred and then exist (or the liability of the Loan Parties
      and the ERISA Affiliates related to such ERISA Event) exceeds $15,000,000;
      or

     

    (m)  any
      Loan
      Party or any ERISA Affiliate shall have been notified by the sponsor of a
      Multiemployer Plan that it has incurred Withdrawal Liability to such
      Multiemployer Plan in an amount that, when aggregated with all other amounts
      required to be paid to Multiemployer Plans by the Loan Parties and the ERISA
      Affiliates as Withdrawal Liability (determined as of the date of such
      notification), exceeds $15,000,000; or

     

    (n)  any
      Loan
      Party or any ERISA Affiliate shall have been notified by the sponsor of a
      Multiemployer Plan that such Multiemployer Plan is in reorganization or is
      being
      terminated, within the meaning of Title IV of ERISA, and as a result of such
      reorganization or termination the aggregate annual contributions of the Loan
      Parties and the ERISA Affiliates to all Multiemployer Plans that are then in
      reorganization or being terminated have been or will be increased over the
      amounts contributed to such Multiemployer Plans for the plan years of such
      Multiemployer Plans immediately preceding the plan year in which such
      reorganization or termination occurs by an amount exceeding $15,000,000;


     

    then,
      and
      in any such event, the Administrative Agent (i) shall, at the written
      request of the Required Lenders, by notice to the Borrower, declare all or
      any
      portion of the Commitments of each Lender Party and the obligation of each
      Lender Party to make Advances (other than L/C Credit Extensions by the Issuing
      Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and Swing
      Line Advances by a Swing-Line Lender pursuant to Section 2.02) and of each
      Issuing Bank to issue Letters of Credit to be terminated, whereupon the same
      shall forthwith terminate, and (ii) shall at the request, or may with the
      consent, of the Required Lenders, by notice to the Borrower, declare all or
      any
      portion of the Advances, all interest thereon and all other amounts payable
      under this Agreement and the other Loan Documents to be forthwith due and
      payable, whereupon all or such portion, as applicable, of the Advances, all
      such
      interest and all such amounts shall become and be forthwith due and payable,
      without presentment, demand, protest or further notice of any kind, all of
      which
      are hereby expressly waived by the Borrower; provided,
      however,
      that in
      the event of an actual or deemed entry of an order for relief with respect
      to
      the Borrower under the Federal Bankruptcy Code, (x) the Commitments of each
      Lender Party and the obligation of each Lender Party to make Advances (other
      than L/C Credit Extensions by the Issuing Bank or a Revolving Credit Lender
      pursuant to Section 2.03(c)) and of the Issuing Bank to issue Letters of
      Credit shall automatically be terminated and (y) the Advances, all such
      interest and all such amounts shall automatically become and be due and payable,
      without presentment, demand, protest or any notice of any kind, all of which
      are
      hereby expressly waived by the Borrower.

     

    SECTION
      6.02.   Actions
      in Respect of the Letters of Credit upon Default.
       If any Event of Default shall have occurred and be continuing, the
      Administrative Agent may, or shall at the request of the Required Lenders,
      irrespective of whether it is taking any of the actions described in Section
      6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
      demand the Borrower will, pay to the Administrative Agent on behalf of the
      Lender Parties in same day funds at the Administrative Agent’s Office, for
      deposit in the L/C Collateral Account, an amount equal to the aggregate
      Available Amount of all Letters of Credit then outstanding; provided,
      however,
      that in
      the event of an actual or deemed entry of an order for relief with respect
      to
      the Borrower under the Federal Bankruptcy Code, the Borrower shall be obligated
      to pay to the Administrative Agent on behalf of the Lender Parties in same
      day
      funds at the Administrative Agent’s Office, for deposit in the L/C Collateral
      Account, an amount equal to the aggregate Available Amount of all Letters of
      Credit then outstanding, without presentment, demand, protest or any notice
      of
      any kind, all of which are hereby expressly waived by the Borrower. If at any
      time the Administrative Agent or the Administrative Agent determines that any
      funds held in the L/C Collateral Account are subject to any right or claim
      of
      any Person other than the Agents and the Lender Parties or that the total amount
      of such funds is less than the aggregate Available Amount of all Letters of
      Credit, the Borrower will, forthwith upon demand by the Administrative Agent,
      pay to the Administrative Agent, as additional funds to be deposited and held
      in
      the L/C Collateral Account, an amount equal to the excess of (a) such
      aggregate Available Amount over (b) the total amount of funds, if any, then
      held in the L/C Collateral Account that the Administrative Agent determines
      to
      be free and clear of any such right and claim. Upon the drawing of any Letter
      of
      Credit for which funds are on deposit in the L/C Collateral Account, such funds
      shall be applied to reimburse the Issuing Bank or Revolving Credit Lenders,
      as
      applicable, to the extent permitted by applicable law.

     

    
      
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    ARTICLE
      VII  

     

    THE
      AGENTS

     

    SECTION
      7.01.   Authorization
      and Action.
       (a)
      Each
      Lender Party (in its capacities as a Lender, the Swing Line Bank (if
      applicable), the Issuing Bank (if applicable) and on behalf of itself and its
      Affiliates as potential Hedge Banks) hereby appoints and authorizes each Agent
      to take such action as agent on its behalf and to exercise such powers and
      discretion under this Agreement and the other Loan Documents as are delegated
      to
      such Agent by the terms hereof and thereof, together with such powers and
      discretion as are reasonably incidental thereto. As to any matters not expressly
      provided for by the Loan Documents (including, without limitation, enforcement
      or collection of the Obligations of the Loan Parties), no Agent shall be
      required to exercise any discretion or take any action, but shall be required
      to
      act or to refrain from acting (and shall be fully protected in so acting or
      refraining from acting) upon the instructions of the Required Lenders or such
      other Lenders required by Section 9.01, and such instructions shall be binding
      upon all Lender Parties, all Hedge Banks and all holders of Notes; provided,
      however,
      that,
      whether or not expressly provided for by this Agreement or the other Loan
      Documents, no Agent shall be required to take any action that exposes or such
      Agent reasonably believes may expose such Agent to personal liability or that
      is
      contrary to this Agreement or applicable law. The Administrative Agent may
      release the Liens on any assets permitted to be sold, leased, transferred or
      otherwise disposed of pursuant to the terms of this Agreement. 

     

    (b)  In
      furtherance of the foregoing, each Lender Party (in its capacities as a Lender,
      the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and on
      behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints
      and authorizes the Collateral Agent to act as the agent of such Lender Party
      for
      purposes of acquiring, holding and enforcing any and all Liens on Collateral
      granted by any of the Loan Parties to secure any of the Secured Obligations,
      together with such powers and discretion as are reasonably incidental thereto.
      In this connection, the Collateral Agent (and any Supplemental Collateral Agents
      appointed by the Collateral Agent pursuant to Section 7.01(c) for purposes
      of
      holding or enforcing any Lien on the Collateral (or any portion thereof) granted
      under the Collateral Documents, or for exercising any rights or remedies
      thereunder at the direction of the Collateral Agent) shall be entitled to the
      benefits of this Article VII (including, without limitation, Section 7.05)
      as
      though the Collateral Agent (and any such Supplemental Collateral Agents) were
      an “Agent” under the Loan Documents, as if set forth in full herein with respect
      thereto.

     

    (c)  Any
      Agent
      may execute any of its duties under this Agreement or any other Loan Document
      (including for purposes of holding or enforcing any Lien on the Collateral
      (or
      any portion thereof) granted under the Collateral Documents or of exercising
      any
      rights and remedies thereunder at the direction of the Collateral Agent) by
      or
      through agents, employees or attorneys-in-fact and shall be entitled to advice
      of counsel and other consultants or experts concerning all matters pertaining
      to
      such duties. The Collateral Agent may also from time to time, when the
      Collateral Agent deems it to be necessary or desirable, appoint one or more
      trustees, co-trustees, collateral co-agents, collateral subagents or
      attorneys-in-fact (each, a “Supplemental
      Collateral Agent”)
      with
      respect to all or any part of the Collateral; provided,
      however,
      that no
      such Supplemental Collateral Agent shall be authorized to take any action with
      respect to any Collateral unless and except to the extent expressly authorized
      in writing by the Collateral Agent. Should any instrument in writing from any
      Loan Party be required by any Supplemental Collateral Agent so appointed by
      the
      Collateral Agent to more fully or certainly vest in and confirm to such
      Supplemental Collateral Agent such rights, powers, privileges and duties, the
      Borrower shall, or shall cause such Loan Party to, execute, acknowledge and
      deliver any and all such instruments promptly upon request by the Collateral
      Agent. If any Supplemental Collateral Agent, or successor thereto, shall die,
      become incapable of acting, resign or be removed, all rights, powers, privileges
      and duties of such Supplemental Collateral Agent, to the extent permitted by
      law, shall automatically vest in and be exercised by the Collateral Agent until
      the appointment of a new Supplemental Collateral Agent. No Agent shall be
      responsible for the negligence or misconduct of any agent, attorney-in-fact
      or
      Supplemental Collateral Agent that it selects in accordance with the foregoing
      provisions of this Section 7.01(c) in the absence of such Agent’s gross
      negligence or willful misconduct.

     

    
      
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    SECTION
      7.02.   Agents’
      Reliance, Etc.
       Neither
      any Agent nor any of their respective directors, officers, agents or employees
      shall be liable for any action taken or omitted to be taken by it or them under
      or in connection with the Loan Documents, except for its or their own gross
      negligence or willful misconduct. Without limitation of the generality of the
      foregoing, each Agent: (a) may treat the payee of any Note as the holder
      thereof until, in the case of the Administrative Agent, the Administrative
      Agent
      receives and accepts an Assignment and Acceptance entered into by the Lender
      that is the payee of such Note, as assignor, and an Eligible Assignee, as
      assignee, or, in the case of any other Agent, such Agent has received notice
      from the Administrative Agent that it has received and accepted such Assignment
      and Acceptance, in each case as provided in Section 9.07; (b) may consult
      with legal counsel (including counsel for any Loan Party), independent public
      accountants and other experts selected by it with reasonable care and shall
      not
      be liable for any action taken or omitted to be taken in good faith by it in
      accordance with the advice of such counsel, accountants or experts;
      (c) makes no warranty or representation to any Lender Party and shall not
      be responsible to any Lender Party for any statements, warranties or
      representations (whether written or oral) made in or in connection with the
      Loan
      Documents; (d) shall not have any duty to ascertain or to inquire as to the
      performance, observance or satisfaction of any of the terms, covenants or
      conditions of any Loan Document on the part of any Loan Party or the existence
      at any time of any Default under the Loan Documents or to inspect the property
      (including the books and records) of any Loan Party and shall not be deemed
      to
      have notice or knowledge of a Default or Event of Default unless it receives
      a
      written notice from the Borrower expressly stating that a Default or Event
      of
      Default has occurred; (e) shall not be responsible to any Lender Party for
      the due execution, legality, validity, enforceability, genuineness, sufficiency
      or value of, or the perfection or priority of any lien or security interest
      created or purported to be created under or in connection with, any Loan
      Document or any other instrument or document furnished pursuant thereto; and
      (f) shall incur no liability under or in respect of any Loan Document by
      acting upon any notice, consent, certificate or other instrument or writing
      (which may be by telegram, telecopy or telex) believed by it to be genuine
      and
      signed or sent by the proper party or parties.

     

    SECTION
      7.03.   Wachovia
      and Affiliates.
       With respect to its Commitments, the Advances made by it and the Notes
      issued to it, if any, Wachovia shall have the same rights and powers under
      the
      Loan Documents as any other Lender Party and may exercise the same as though
      it
      were not an Agent; and the term “Lender Party” or “Lender Parties” shall, unless
      otherwise expressly indicated, include Wachovia in its individual capacity.
      Wachovia and its affiliates may accept deposits from, lend money to, act as
      trustee under indentures of, accept investment banking engagements from and
      generally engage in any kind of business with, any Loan Party, any of its
      Subsidiaries and any Person that may do business with or own securities of
      any
      Loan Party or any such Subsidiary, all as if Wachovia was not an Agent and
      without any duty to account therefor to the Lender Parties. No Agent shall
      have
      any duty to disclose any information obtained or received by it or any of its
      Affiliates relating to any Loan Party or any of its Subsidiaries to the extent
      such information was obtained or received in any capacity other than as such
      Agent.

     

    
      
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    SECTION
      7.04.   Lender
      Party Credit Decision.
       Each Lender Party acknowledges that it has, independently and without
      reliance upon any Agent or any other Lender Party and based on the financial
      statements referred to in Section 4.01 and such other documents and
      information as it has deemed appropriate, made its own credit analysis and
      decision to enter into this Agreement. Each Lender Party also acknowledges
      that
      it will, independently and without reliance upon any Agent or any other Lender
      Party and based on such documents and information as it shall deem appropriate
      at the time, continue to make its own credit decisions in taking or not taking
      action under this Agreement.

     

    SECTION
      7.05.   Indemnification.
       (a)
      Each
      Lender Party severally agrees to indemnify each Agent (to the extent not
      promptly reimbursed by the Loan Parties ) from and against such Lender Party’s
      ratable share (determined as provided below) of any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements of any kind or nature whatsoever that may be imposed
      on, incurred by, or asserted against such Agent in any way relating to or
      arising out of the Loan Documents or any action taken or omitted by such Agent
      under the Loan Documents (collectively, the “Indemnified
      Costs”);
      provided,
      however,
      that no
      Lender Party shall be liable for any portion of such liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements resulting from such Agent’s gross negligence or willful misconduct
      as found in a final, non-appealable judgment by a court of competent
      jurisdiction. Without limitation of the foregoing, each Lender Party agrees
      to
      reimburse each Agent promptly upon demand for its ratable share of any costs
      and
      expenses (including, without limitation, fees and expenses of counsel) payable
      by the Borrower under Section 9.04, to the extent that such Agent is not
      promptly reimbursed for such costs and expenses by the Borrower. In the case
      of
      any investigation, litigation or proceeding giving rise to any Indemnified
      Costs, this Section 7.05 applies whether any such investigation, litigation
      or proceeding is brought by any Lender Party or any other Person.

     

    (b)  Each
      Revolving Credit Lender severally agrees to indemnify the Issuing Bank (to
      the
      extent not promptly reimbursed by the Borrower) from and against such Revolving
      Credit Lender’s ratable share (determined as provided below) of any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind or nature whatsoever that may
      be
      imposed on, incurred by, or asserted against the Issuing Bank in any way
      relating to or arising out of the Loan Documents or any action taken or omitted
      by the Issuing Bank under the Loan Documents; provided,
      however,
      that no
      Lender Party shall be liable for any portion of such liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements resulting from the Issuing Bank’s gross negligence or willful
      misconduct as found in a final, non-appealable judgment by a court of competent
      jurisdiction. Without limitation of the foregoing, each Revolving Credit Lender
      agrees to reimburse the Issuing Bank promptly upon demand for its ratable share
      of any costs and expenses (including, without limitation, fees and expenses
      of
      counsel) payable by the Borrower under Section 9.04, to the extent that the
      Issuing Bank is not promptly reimbursed for such costs and expenses by the
      Borrower.

     

    (c)  For
      purposes of this Section 7.05, the Lender Parties’ respective ratable
      shares of any amount shall be determined, at any time, according to the sum
      of
      (i) the aggregate principal amount of the Advances outstanding at such time
      and owing to the respective Lender Parties, (ii) their respective Pro Rata
      Shares of the aggregate Available Amount of all Letters of Credit outstanding
      at
      such time and (iii) the aggregate unused portions of their respective
      Revolving Credit Commitments and Term Commitments at such time; provided
      that the
      aggregate principal amount of Swing Line Advances owing to the Swing Line Bank
      and the aggregate principal amount of L/C Credit Extensions owing to the Issuing
      Bank shall be considered to be owed to the Revolving Credit Lenders ratably
      in
      accordance with their respective Revolving Credit Commitments. The failure
      of
      any Lender Party to reimburse any Agent or the Issuing Bank, as the case may
      be,
      promptly upon demand for its ratable share of any amount required to be paid
      by
      the Lender Parties to such Agent or the Issuing Bank, as the case may be, as
      provided herein shall not relieve any other Lender Party of its obligation
      hereunder to reimburse such Agent or the Issuing Bank, as the case may be,
      for
      its ratable share of such amount, but no Lender Party shall be responsible
      for
      the failure of any other Lender Party to reimburse such Agent or the Issuing
      Bank, as the case may be, for such other Lender Party’s ratable share of such
      amount. Without prejudice to the survival of any other agreement of any Lender
      Party hereunder, the agreement and obligations of each Lender Party contained
      in
      this Section 7.05 shall survive the payment in full of principal, interest
      and all other amounts payable hereunder and under the other Loan
      Documents.

     

    
      
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    SECTION
      7.06.   Successor
      Agents. Any
      Agent
      may resign at any time by giving written notice thereof to the Lender Parties
      and the Borrower. Upon any such resignation, the Required Lenders shall have
      the
      right to appoint a successor Agent. If no successor Agent shall have been so
      appointed by the Required Lenders, and shall have accepted such appointment,
      within 30 days after the retiring Agent’s giving of notice of resignation, then
      the retiring Agent may, on behalf of the Lender Parties, appoint a successor
      Agent, which shall be a commercial bank organized under the laws of the United
      States or of any State thereof and having a combined capital and surplus of
      at
      least $250,000,000. Upon the acceptance of any appointment as Agent hereunder
      by
      a successor Agent and, in the case of a successor Collateral Agent, upon the
      execution and filing or recording of such financing statements, or amendments
      thereto, and such amendments or supplements to such other instruments or
      notices, as the Required Lenders reasonably determine to be necessary, or as
      the
      Required Lenders may reasonably request, in order to continue the perfection
      of
      the Liens granted or purported to be granted by the Collateral Documents, such
      successor Agent shall succeed to and become vested with all the rights, powers,
      discretion, privileges and duties of the retiring Agent, and the retiring Agent
      shall be discharged from its duties and obligations under the Loan Documents.
      If
      within 45 days after written notice is given of the retiring Agent’s resignation
      under this Section 7.06 no successor Agent shall have been appointed and shall
      have accepted such appointment, then on such 45th
      day
      (a) the retiring Agent’s resignation shall become effective, (b) the
      retiring Agent shall thereupon be discharged from its duties and obligations
      under the Loan Documents and (c) the Required Lenders shall thereafter
      perform all duties of the retiring Agent under the Loan Documents until such
      time, if any, as the Required Lenders appoint a successor Agent as provided
      above. After any retiring Agent’s resignation hereunder as Agent shall have
      become effective, the provisions of this Article VII shall inure to its
      benefit as to any actions taken or omitted to be taken by it while it was Agent
      under this Agreement.

     

    SECTION
      7.07.   Administrative
      Agent May File Proofs of Claim.
       In case of the pendency of any receivership, insolvency, liquidation,
      bankruptcy, reorganization, arrangement, adjustment, composition or other
      judicial proceeding relative to any Loan Party, the Administrative Agent
      (irrespective of whether the principal of any Advance or Letter of Credit shall
      then be due and payable as herein expressed or by declaration or otherwise
      and
      irrespective of whether the Administrative Agent shall have made any demand
      on
      any Borrower) shall be entitled and empowered, by intervention in such
      proceeding or otherwise:

     

    (a)  to
      file
      and prove a claim for the whole amount of the principal and interest owing
      and
      unpaid in respect of the Advances, Letter of Credit Agreements and all other
      Obligations that are owing and unpaid and to file such other documents as may
      be
      necessary or advisable in order to have the claims of the Lender Parties and
      the
      Administrative Agent (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Lender Parties and the
      Administrative Agent and their respective agents and counsel and all other
      amounts due the Lender Parties and the Administrative Agent under Sections
      2.07,
      2.08(b) and 9.04) allowed in such judicial proceeding; and

     

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

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender Party to make such payments to the Administrative Agent and, in the
      event
      that the Administrative Agent shall consent to the making of such payments
      directly to the Lender Parties, to pay to the Administrative Agent any amount
      due for the reasonable compensation, expenses, disbursements and advances of
      the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under Sections 2.08 and 9.04.

     

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

     

    SECTION
      7.08.   Collateral
      and Guaranty Matters.
       The Lender Parties (on behalf of themselves and any affiliated Secured
      Hedge Banks) and the Secured Hedge Banks irrevocably authorize the
      Administrative Agent, at its option and in its discretion, in connection with
      a
      sale of assets or Equity Interests of a Subsidiary of the Borrower permitted
      under the Loan Documents:

     

    (a)  to
      release any Lien on any property granted to or held by the Collateral Agent
      (and/or the Lender Parties and the Secured Hedge Banks, as the case may be)
      under any Loan Document or Secured Hedge Agreement; and

     

    (b)  to
      release any Guarantor from its obligations under the Guaranty if such Person
      ceases to be a Subsidiary as a result of a transaction permitted
      hereunder.

     

    Upon
      request by the Administrative Agent at any time, the Required Lenders will
      confirm in writing the Administrative Agent’s authority to release or
      subordinate its interest in particular types or items of property, or to release
      any Guarantor from its obligations under the Guaranty in either case pursuant
      to
      this Section 7.08.

     

    SECTION
      7.09.   Other
      Agents; Arrangers and Managers.
       None of the Lender Parties or other Persons identified on the facing page
      or signature pages of this Agreement as a “syndication agent,” “documentation
      agent,” “bookrunner manager,” “bookrunner,” “lead arranger,” “co-arranger” or
“arranger” shall have any right, power, obligation, liability, responsibility or
      duty under this Agreement other than to the extent expressly set forth herein
      and, in the case of such Lenders, those applicable to all Lender Parties as
      such. Without limiting the foregoing, none of the Lender Parties or other
      Persons so identified shall have or be deemed to have any fiduciary relationship
      with any Lender. Each Lender Party acknowledges that it has not relied, and
      will
      not rely, on any of the Lender Parties or other Persons so identified in
      deciding to enter into this Agreement or in taking or not taking action
      hereunder.

     

    
      
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    ARTICLE
      VIII  

     

    GUARANTY

     

    SECTION
      8.01.   Guaranty;
      Limitation of Liability.  (a)
      Each
      Guarantor except when and as released upon the occurrence of a Permitted
      Disposition, jointly and severally, hereby absolutely, unconditionally and
      irrevocably guarantees the punctual payment when due, whether at scheduled
      maturity or on any date of a required prepayment or by acceleration, demand
      or
      otherwise, of all Obligations of each other Loan Party now or hereafter existing
      under or in respect of the Loan Documents and the Secured Hedge Agreements
      (including, without limitation, any extensions, modifications, substitutions,
      amendments or renewals of any or all of the foregoing Obligations), whether
      direct or indirect, absolute or contingent, and whether for principal,
      reimbursement obligations, interest (including Post Petition Interest),
      premiums, fees, indemnities, contract causes of action, costs, expenses or
      otherwise (such Obligations being the “Guaranteed
      Obligations”),
      and
      agrees to pay any and all expenses (including, without limitation, fees and
      expenses of counsel) incurred by the Administrative Agent or any other Secured
      Party in enforcing any rights under this Guaranty or any other Loan Document
      or
      any Secured Hedge Agreement. Without limiting the generality of the foregoing,
      each Guarantor’s liability shall extend to all amounts that constitute part of
      the Guaranteed Obligations and would be owed by any other Loan Party to any
      Secured Party under or in respect of the Loan Documents or the Secured Hedge
      Agreements but for the fact that they are unenforceable or not allowable due
      to
      the existence of a bankruptcy, reorganization or similar proceeding involving
      such other Loan Party.

     

    (b)  Each
      Guarantor, and by its acceptance of this Guaranty, the Administrative Agent
      and
      each other Secured Party, hereby confirms that it is the intention of all such
      Persons that this Guaranty and the Obligations of each
      Guarantor hereunder not constitute a fraudulent transfer or conveyance for
      purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
      Fraudulent Transfer Act or any similar foreign, federal or state law to the
      extent applicable to this Guaranty and the Obligations of each Guarantor
      hereunder. To effectuate the foregoing intention, the Administrative Agent,
      the
      other Secured Parties and the Guarantors hereby irrevocably agree that the
      Obligations of each Guarantor under this Guaranty at any time shall be limited
      to the maximum amount as will result in the Obligations of such Guarantor under
      this Guaranty not constituting a fraudulent transfer or conveyance (after taking
      into account the provisions of paragraph (c) below).

     

    (c)  Each
      Guarantor hereby unconditionally and irrevocably agrees that in the event any
      payment shall be required to be made to any Secured Party under this Guaranty
      or
      any other guaranty, such Guarantor will contribute, to the maximum extent
      permitted by law, such amounts to each other Guarantor and each other guarantor
      so as to maximize the aggregate amount paid to the Secured Parties under or
      in
      respect of the Loan Documents.

     

    SECTION
      8.02.   Guaranty
      Absolute.
      Each
      Guarantor guarantees that the Guaranteed Obligations will be paid strictly
      in
      accordance with the terms of the Loan Documents, regardless of any law,
      regulation or order now or hereafter in effect in any jurisdiction affecting
      any
      of such terms or the rights of any Secured Party with respect thereto. The
      Obligations of each Guarantor under or in respect of this Guaranty are
      independent of the Guaranteed Obligations or any other Obligations of any other
      Loan Party under or in respect of the Loan Documents, and a separate action
      or
      actions may be brought and prosecuted against each Guarantor to enforce this
      Guaranty, irrespective of whether any action is brought against the Borrower
      or
      any other Loan Party or whether the Borrower or any other Loan Party is joined
      in any such action or actions. The liability of each Guarantor under this
      Guaranty shall be irrevocable, absolute and unconditional irrespective of,
      and
      each Guarantor hereby irrevocably waives any defenses it may now have or
      hereafter acquire in any way relating to, any or all of the
      following:

     

    
      
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    (a)  any
      lack
      of validity or enforceability of any Loan Document or any agreement or
      instrument relating thereto;

     

    (b)  any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations or any other Obligations of any other
      Loan
      Party under or in respect of the Loan Documents, or any other amendment or
      waiver of or any consent to departure from any Loan Document, including, without
      limitation, any increase in the Guaranteed Obligations resulting from the
      extension of additional credit to any Loan Party or any of its Subsidiaries
      or
      otherwise;

     

    (c)  any
      taking, exchange, release or non-perfection of any Collateral or any other
      collateral, or any taking, release or amendment or waiver of, or consent to
      departure from, any other guaranty, for all or any of the Guaranteed
      Obligations;

     

    (d)  any
      manner of application of Collateral or any other collateral, or proceeds
      thereof, to all or any of the Guaranteed Obligations, or any manner of sale
      or
      other disposition of any Collateral or any other collateral for all or any
      of
      the Guaranteed Obligations or any other Obligations of any Loan Party under
      the
      Loan Documents or any other assets of any Loan Party or any of its
      Subsidiaries;

     

    (e)  any
      change, restructuring or termination of the corporate structure or existence
      of
      any Loan Party or any of its Subsidiaries;

     

    (f)  any
      failure of any Secured Party to disclose to any Loan Party any information
      relating to the business, condition (financial or otherwise), operations,
      performance, properties or prospects of any other Loan Party now or hereafter
      known to such Secured Party (each Guarantor waiving any duty on the part of
      the
      Secured Parties to disclose such information);

     

    (g)  the
      failure of any other Person to execute or deliver this Guaranty, any Guaranty
      Supplement or any other guaranty or agreement or the release or reduction of
      liability of any Guarantor or other guarantor or surety with respect to the
      Guaranteed Obligations; or

     

    (h)  any
      other
      circumstance (including, without limitation, any statute of limitations) or
      any
      existence of or reliance on any representation by any Secured Party that might
      otherwise constitute a defense available to, or a discharge of, any Loan Party
      or any other guarantor or surety.

     

    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by any Secured Party or any other Person upon the
      insolvency, bankruptcy or reorganization of the Borrower or any other Loan
      Party
      or otherwise, all as though such payment had not been made.

     

    SECTION
      8.03.   Waivers
      and Acknowledgments.  (a)
       Each
      Guarantor hereby unconditionally and irrevocably waives promptness, diligence,
      notice of acceptance, presentment, demand for performance, notice of
      nonperformance, default, acceleration, protest or dishonor and any other notice
      with respect to any of the Guaranteed Obligations and this Guaranty and any
      requirement that any Secured Party protect, secure, perfect or insure any Lien
      or any property subject thereto or exhaust any right or take any action against
      any Loan Party or any other Person or any Collateral.

     

    (b)  Each
      Guarantor hereby unconditionally and irrevocably waives any right to revoke
      this
      Guaranty and acknowledges that this Guaranty is continuing in nature and applies
      to all Guaranteed Obligations, whether existing now or in the
      future.

     

    
      
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    (c)  Each
      Guarantor hereby unconditionally and irrevocably waives (i) any defense
      arising by reason of any claim or defense based upon an election of remedies
      by
      any Secured Party that in any manner impairs, reduces, releases or otherwise
      adversely affects the subrogation, reimbursement, exoneration, contribution
      or
      indemnification rights of such Guarantor or other rights of such Guarantor
      to
      proceed against any of the other Loan Parties, any other guarantor or any other
      Person or any Collateral and (ii) any defense based on any right of set-off
      or counterclaim against or in respect of the Obligations of such Guarantor
      hereunder.

     

    (d)  Each
      Guarantor acknowledges that the Collateral Agent may, without notice to or
      demand upon such Guarantor and without affecting the liability of such Guarantor
      under this Guaranty, foreclose under any mortgage by nonjudicial sale, and
      each
      Guarantor hereby waives any defense to the recovery by the Collateral Agent
      and
      the other Secured Parties against such Guarantor of any deficiency after such
      nonjudicial sale and any defense or benefits that may be afforded by applicable
      law.

     

    (e)  Each
      Guarantor hereby unconditionally and irrevocably waives any duty on the part
      of
      any Secured Party to disclose to such Guarantor any matter, fact or thing
      relating to the business, condition (financial or otherwise), operations,
      performance, properties or prospects of any other Loan Party or any of its
      Subsidiaries now or hereafter known by such Secured Party.

     

    (f)  Each
      Guarantor acknowledges that it will receive substantial direct and indirect
      benefits from the financing arrangements contemplated by the Loan Documents
      and
      that the waivers set forth in Section 8.02 and this Section 8.03 are
      knowingly made in contemplation of such benefits.

     

    SECTION
      8.04.   Payments
      Free and Clear of Taxes, Etc. 
      Any
      and
      all payments made by any Guarantor under or in respect of this Guaranty or
      any
      other Loan Document shall be made, in accordance with Section 2.12, free and
      clear of and without deduction for any and all present or future Taxes and
      subject to the limitations set forth herein. 

     

    SECTION
      8.05.   Continuing
      Guaranty; Assignments.
       This Guaranty is a continuing guaranty and shall (a) remain in full force
      and effect until the latest of (i) the payment in full of the Guaranteed
      Obligations and all other amounts payable under this Guaranty, (ii) the
      Termination Date for all of the Facilities and (iii) the latest date of
      expiration or termination of all Letters of Credit, (b) be binding upon each
      Guarantor, its successors and assigns and (c) inure to the benefit of and be
      enforceable by the Lender Parties, the Administrative Agent and their
      successors, transferees and assigns. Without limiting the generality of the
      foregoing clause (c), any Lender Party may assign or otherwise transfer all
      or
      any portion of its rights and obligations hereunder (including, without
      limitation, all or any portion of its Commitment, the Advances owing to it
      and
      the Note or Notes held by it) to any other Person, and such other Person shall
      thereupon become vested with all the benefits in respect thereof granted to
      such
      Lender Party herein or otherwise, in each case as provided in Section 9.07.
      No
      Guarantor shall have the right to assign its rights hereunder or any interest
      herein without the prior written consent of the Administrative
      Agent.

     

    SECTION
      8.06.   Subrogation. 
      Each
      Guarantor hereby unconditionally and irrevocably agrees not to exercise any
      rights that it may now have or hereafter acquire against the Borrower, any
      other
      Loan Party or any other insider guarantor that arise from the existence,
      payment, performance or enforcement of such Guarantor’s Obligations under or in
      respect of this Guaranty or any other Loan Document, including, without
      limitation, any right of subrogation, reimbursement, exoneration, contribution
      or indemnification and any right to participate in any claim or remedy of any
      Secured Party against the Borrower, any other Loan Party or any other insider
      guarantor or any Collateral, whether or not such claim, remedy or right arises
      in equity or under contract, statute or common law, including, without
      limitation, the right to take or receive from the Borrower, any other Loan
      Party
      or any other insider guarantor, directly or indirectly, in cash or other
      property or by set-off or in any other manner, payment or security on account
      of
      such claim, remedy or right, unless and until all of the Guaranteed Obligations
      and all other amounts payable under this Guaranty shall have been paid in full
      in cash, all Letters of Credit and all Secured Hedge Agreements shall have
      expired or been terminated and the Commitments shall have expired or been
      terminated. If any amount shall be paid to any Guarantor in violation of the
      immediately preceding sentence at any time prior to the latest of (a) the
      payment in full in cash of the Guaranteed Obligations and all other amounts
      payable under this Guaranty, (b) the Termination Date of all Facilities and
      (c) the latest date of expiration or termination of all Letters of Credit
      and all Secured Hedge Agreements, such amount shall be received and held in
      trust for the benefit of the Secured Parties, shall be segregated from other
      property and funds of such Guarantor and shall forthwith be paid or delivered
      to
      the Administrative Agent in the same form as so received (with any necessary
      endorsement or assignment) to be credited and applied to the Guaranteed
      Obligations and all other amounts payable under this Guaranty, whether matured
      or unmatured, in accordance with the terms of the Loan Documents, or to be
      held
      as Collateral for any Guaranteed Obligations or other amounts payable under
      this
      Guaranty thereafter arising. If (i) any Guarantor shall make payment to any
      Secured Party of all or any part of the Guaranteed Obligations, (ii) all of
      the Guaranteed Obligations and all other amounts payable under this Guaranty
      shall have been paid in full in cash, (iii) the Termination Date for all
      Facilities shall have occurred and (iv) all Letters of Credit and all
      Secured Hedge Agreements shall have expired or been terminated, the Parties
      will, at such Guarantor’s request and expense, execute and deliver to such
      Guarantor appropriate documents, without recourse and without representation
      or
      warranty, necessary to evidence the transfer by subrogation to such Guarantor
      of
      an interest in the Guaranteed Obligations resulting from such payment made
      by
      such Guarantor pursuant to this Guaranty.

     

    
      
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    SECTION
      8.07.   Guaranty
      Supplements.
      Upon
      the
      execution and delivery by any Person of a guaranty supplement in substantially
      the form of Exhibit E hereto (each, a “Guaranty
      Supplement”),
      (a) such Person shall be referred to as an “Additional
      Guarantor”
and
      shall become and be a Guarantor hereunder, and each reference in this Guaranty
      to a “Guarantor”
shall
      also mean and be a reference to such Additional Guarantor, and (b) each
      reference herein to “
      this Guaranty”,
      “hereunder”,
      “hereof”
or
      words of like import referring to this Guaranty, and each reference in any
      other
      Loan Document to the “Guaranty”,
      “thereunder”,
      “thereof”
or
      words of like import referring to this Guaranty, shall mean and be a reference
      to this Guaranty as supplemented by such Guaranty Supplement.

     

    SECTION
      8.08.   Subordination.
      Each
      Guarantor hereby subordinates any and all debts, liabilities and other
      Obligations owed to such Guarantor by each other Loan Party (the “Subordinated
      Obligations”)
      to the
      Guaranteed Obligations to the extent and in the manner hereinafter set forth
      below in this Section 8.08:

     

    (a)  Prohibited
      Payments, Etc.
      Except
      after the occurrence and during the continuance of an Event of Default
      (including the commencement and continuation of any proceeding under any
      Bankruptcy Law relating to any other Loan Party), each Guarantor may receive
      regularly scheduled payments from any other Loan Party on account of the
      Subordinated Obligations. After the occurrence and during the continuance of
      any
      Default (including the commencement and continuation of any proceeding under
      any
      Bankruptcy Law relating to any other Loan Party), however, unless the Required
      Lenders otherwise agree, no Guarantor shall demand, accept or take any action
      to
      collect any payment on account of the Subordinated Obligations.

     

    (b)  Prior
      Payment of Guaranteed Obligations.
      In any
      proceeding under any Bankruptcy Law relating to any other Loan Party, each
      Guarantor agrees that the Secured Parties shall be entitled to receive payment
      in full in cash of all Guaranteed Obligations (including all interest and
      expenses accruing after the commencement of a proceeding under any Bankruptcy
      Law, whether or not constituting an allowed claim in such proceeding
      (“Post
      Petition Interest”))
      before such Guarantor receives payment of any Subordinated
      Obligations.

     

    
      
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    (c)  Turn-Over.
      After
      the occurrence and during the continuance of any Event of Default (including
      the
      commencement and continuation of any proceeding under any Bankruptcy Law
      relating to any other Loan Party), each Guarantor shall, if the Administrative
      Agent so requests, collect, enforce and receive payments on account of the
      Subordinated Obligations as trustee for the Secured Parties and deliver such
      payments to the Administrative Agent on account of the Guaranteed Obligations
      (including all Post Petition Interest), together with any necessary endorsements
      or other instruments of transfer, but without reducing or affecting in any
      manner the liability of such Guarantor under the other provisions of this
      Guaranty.

     

    (d)  Administrative
      Agent Authorization.
      After
      the occurrence and during the continuance of any Event of Default (including
      the
      commencement and continuation of any proceeding under any Bankruptcy Law
      relating to any other Loan Party), the Administrative Agent is authorized and
      empowered (but without any obligation to so do), in its discretion, (i) in
      the
      name of each Guarantor, to collect and enforce, and to submit claims in respect
      of, Subordinated Obligations and to apply any amounts received thereon to the
      Guaranteed Obligations (including any and all Post Petition Interest), and
      (ii)
      to require each Guarantor (A) to collect and enforce, and to submit claims
      in
      respect of, Subordinated Obligations and (B) to pay any amounts received on
      such
      obligations to the Administrative Agent for application to the Guaranteed
      Obligations (including any and all Post Petition Interest).

     

     

    ARTICLE
      IX  

     

    MISCELLANEOUS

     

    SECTION
      9.01.    Amendments,
      Etc. 
      No
      amendment or waiver of any provision of this Agreement or the Notes or any
      other
      Loan Document, nor consent to any departure by the Borrower or any other Loan
      Party therefrom, shall in any event be effective unless the same shall be in
      writing and signed by the Required Lenders (or by the Administrative Agent
      on
      their behalf upon its receipt of the consent thereof) and the Borrower or the
      applicable Loan Party, as the case may be, and acknowledged by the
      Administrative Agent, and then such waiver or consent shall be effective only
      in
      the specific instance and for the specific purpose for which given; provided,
      however,
      that no
      such amendment, waiver or consent shall:

     

    (a)  Except
      as
      provided in Section 3.03, waive any of the conditions, in the case of the
      Initial Extension of Credit, specified in Section 3.02, without the written
      consent of each Lender (other than any Lender that is, at such time, a
      Defaulting Lender);

     

    (b)  extend
      or
      increase the Commitment of any Lender (or reinstate any Commitment terminated
      pursuant to Article VI) without the written consent of such Lender or extend
      or
      increase the amount of the aggregate Commitments under any Facility, or amend
      the pro rata treatment of any reduction of Commitments set forth in Section
      2.05
      or of distribution of payments set forth in Section 2.11(f), without the written
      consent of each Lender
      directly affected thereby;

     

    (c)  postpone
      any date scheduled for any payment of principal or interest under
      Section 2.04, 2.06(b) or 2.07, or any date fixed by the Administrative
      Agent for the payment of fees or other amounts due to the Lenders (or any of
      them) hereunder or under any other Loan Document or extend the maximum duration
      of an Interest Period without the written consent of each Lender directly
      affected thereby;

     

    
      
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    (d)  reduce
      the principal of, or the rate of interest specified herein on, any Advance
      or
      L/C Disbursement, or any fees or other amounts payable hereunder or under any
      other Loan Document, or change the manner of computation of any financial ratio
      (including any change in any applicable defined term) used in determining the
      Applicable Percentage that would result in a reduction of any interest rate
      on
      any Loan or any fee payable hereunder without the written consent of each Lender
      directly affected thereby; provided,
      however,
      that
      only the consent of the Required Lenders shall be necessary (i) to amend the
      definition of “Default Rate” or to waive any obligation of the Borrower to pay
      interest at the Default Rate or (ii) to amend any financial covenant hereunder
      (or any defined term used therein) even if the effect of such amendment would
      be
      to reduce the rate of interest on any Advance or L/C Disbursement or to reduce
      any fee payable hereunder;

     

    (e)  change
      the order of application of any reduction in the Commitments or any prepayment
      of Advances between the Facilities from the application thereof set forth in
      the
      applicable provisions of Section 2.06(a) and (b) respectively, in any
      manner that materially and adversely affects the Lenders under such Facilities
      or require the permanent reduction of the Revolving Credit Facility at any
      time
      when all or a portion of the Term Facility remains in effect without the written
      consent of each such Lender directly affected thereby;

     

    (f)  change
      any provision of this Section 9.01 without the written consent of each Lender,
      or change (i) the definition of (A) “Required Lenders” without the written
      consent of each Lender or (B) “Secured Obligations”, without the written consent
      of each Hedge Bank or (ii) any other provision hereof specifying the number
      or
      percentage of Lenders required to amend, waive or otherwise modify any rights
      hereunder or make any determination or grant any consent hereunder, without
      the
      written consent of each Lender;

     

    (g)  release
      all or substantially all of the Collateral in any transaction or series of
      related transactions, without the written consent of each Lender (it being
      understood that any Permitted Disposition of Logan’s pursuant to Section 5.02(e)
      shall not be subject to this clause);

     

    (h)  release
      one or more Guarantors (or otherwise limit such Guarantors’ liability with
      respect to the Obligations owing to the Agents and the Lender Parties under
      the
      Guaranties) if such release or limitation is in respect of a material portion
      of
      the value of the Guaranties to the Lender Parties, without the written consent
      of each Lender (it being understood that any Permitted Disposition of Logan’s
      pursuant to Section 5.02(e) shall not be subject to this clause);
      or

     

    (i)  as
      to any
      Facility, impose any greater restriction on the ability of any Lender under
      such
      Facility to assign any of its rights or obligations hereunder without the
      written consent of Lenders having at least a majority of the sum of (i) the
      unused portion, if any, of the Commitments under such Facility plus
      (ii) the
      total outstanding amount of the Advances under such Facility, in each case,
      at
      such time then in effect. For purposes of this clause, the aggregate amount
      of
      each Lender’s risk participation and funded participation in L/C Disbursements
      shall be deemed to be held by such Lender; or

     

    (j)  amend
      or
      waive any of the conditions set forth in Sections 3.01, 3.02 or 3.03 relating
      to
      the obligations of any Revolving Credit Lender to make Revolving Credit
      Advances, Swing Line Advances or L/C Credit Extensions without the written
      consent of the Required Revolving Credit Lenders;

     

    
      
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    and
      provided
      further
      that (i)
      no amendment, waiver or consent shall, unless in writing and signed by the
      Issuing Bank and the Swing Line Bank, as the case may be, in addition to the
      Lenders required above to take such action, affect the rights or Obligations
      of
      the Issuing Bank or the Swing Line Bank, as the case may be, under this
      Agreement or any Letter of Credit Application relating to any Letter of Credit
      issued or to be issued by the Issuing Bank; (ii) no amendment, waiver or consent
      shall, unless in writing and signed by the Administrative Agent in addition
      to
      the Lenders required above, affect the rights or Obligations of, or any fees
      or
      other amounts payable to, the Administrative Agent under this Agreement or
      any
      other Loan Document; (iii) Section 9.07(k) may not be amended, waived or
      otherwise modified without the consent of each Granting Lender all or any part
      of whose Advances are being funded by an SPC at the time of such amendment,
      waiver or other modification; and (iv) the Fee Letter may be amended, or rights
      or privileges thereunder waived, in a writing executed only by the parties
      thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender
      shall have any right to approve or disapprove any amendment, waiver or consent
      hereunder, except that the Commitment of such Lender may not be increased or
      extended without the consent of such Lender.

     

    SECTION
      9.02.   Notices,
      Etc.
       (a)
      All
      notices and other communications provided for hereunder shall be in writing
      (including fax communication) and mailed, faxed or delivered, if to any Loan
      Party at the address specified below its name on the signature pages hereof
      or
      of a Supplement to the Pledge Agreement delivered pursuant to Section 5.01(j)
      or
      (k); if to any Person that is a Lender Party as of the date hereof, at its
      Domestic Lending Office specified in the Lender Addendum delivered by such
      Lender Party; if to any other Lender Party, at its Domestic Lending Office
      specified in the Assignment and Acceptance pursuant to which it became a Lender
      Party; if to the Administrative Agent or the Collateral Agent, at its address
      at
      201 South College Street, NC0608/CP8, Charlotte, North Carolina 28288-0608,
      Attention: Syndication Agency Services, Telecopier: 704-383-0288, Telephone:
      704-374-2698, with a copy to: Wachovia Bank, National Association, One Wachovia
      Center, 6th Floor, Charlotte, NC 28288-0760, Attention: Jorge Gonzalez,
      Telecopier: 704-383-6647, Telephone: 704-383-8461; or, as to any party, at
      such
      other address as shall be designated by such party in a written notice to the
      other parties. All such notices and other communications shall, when mailed
      or
      faxed, be effective when deposited in the mails or transmitted by fax, except
      that notices and communications to any Agent pursuant to Article II, III or
      VII shall not be effective until received by such Agent. Delivery by fax or
      electronic mail of an executed counterpart of a signature page to any amendment
      or waiver of any provision of this Agreement or the Notes or of any Exhibit
      hereto to be executed and delivered hereunder shall be effective as delivery
      of
      an original executed counterpart thereof. 

     

    (b)  The
      Loan
      Parties hereby agree that they will provide to the Administrative Agent all
      information, documents and other materials that it is obligated to furnish
      to
      the Administrative Agent pursuant to the Loan Documents, including, without
      limitation, all notices, requests, financial statements, financial and other
      reports, certificates and other information materials, but excluding any such
      communication that (i) relates to a request for a new, or a Conversion of an
      existing, Borrowing or other Extension of Credit (including any election of
      an
      interest rate or interest period relating thereto), (ii) relates to the payment
      of any principal or other amount due under this Agreement prior to the scheduled
      date therefor, (iii) provides notice of any Default or Event of Default under
      this Agreement or (iv) is required to be delivered to satisfy any condition
      precedent to the effectiveness of this Agreement and/or any Borrowing or other
      Extension of Credit thereunder (all such non-excluded communications being
      referred to herein collectively as “Communications”),
      by
      faxing the Communications to a telecopier number specified by the Administrative
      Agent to the Loan Parties. In addition, each Loan Party agrees to continue
      to
      provide the Communications to the Administrative Agent in the manner specified
      in the Loan Documents but only to the extent requested by the Administrative
      Agent. Each Loan Party further agrees that the Administrative Agent may make
      the
      Communications available to the Lenders by posting the Communications on
      SyndTrak or a substantially similar electronic transmission system (the
“Platform”).

     

    
      
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    (c)  THE
      PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED
      BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR
      THE
      ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR
      OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
      OR
      STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
      FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN
      CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
      ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
      OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
      (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE LOAN PARTIES , ANY
      LENDER PARTY OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING,
      WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
      DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
      OUT
      OF THE LOAN PARTIES’ OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF
      COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF
      ANY
      AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
      JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE
      OR WILLFUL MISCONDUCT.

     

    (d)  The
      Administrative Agent agrees that the receipt of the Communications by the
      Administrative Agent at its telecopier number set forth above shall constitute
      effective delivery of the Communications to the Administrative Agent for
      purposes of the Loan Documents. Each Lender Party agrees that notice to it
      (as
      provided in the next sentence) specifying that the Communications have been
      posted to the Platform shall constitute effective delivery of the Communications
      to such Lender Party for purposes of the Loan Documents. Each Lender Party
      agrees to notify the Administrative Agent in writing (including by fax) from
      time to time of such Lender Party’s E-mail address to which the foregoing notice
      may be sent by electronic transmission and (ii) that the foregoing notice may
      be
      sent to such E-mail address. Nothing herein shall prejudice the right of the
      Administrative Agent or any Lender Party to give any notice or other
      communication pursuant to any Loan Document in any other manner specified in
      such Loan Document.

     

    SECTION
      9.03.   No
      Waiver; Remedies.
       No failure on the part of any Lender Party or any Agent to exercise, and
      no delay in exercising, any right hereunder or under any Note or any other
      Loan
      Document shall operate as a waiver thereof; nor shall any single or partial
      exercise of any such right preclude any other or further exercise thereof or
      the
      exercise of any other right. The remedies herein provided are cumulative and
      not
      exclusive of any remedies provided by law. 

     

    SECTION
      9.04.   Costs
      and Expenses.
       (a)
      The Loan
      Parties agree to pay from time to time on demand (i) all costs and expenses
      of each Agent in connection with the preparation, execution, delivery,
      administration, modification and amendment of, or any consent or waiver under
      (in each case whether or not effective), the Loan Documents (including, without
      limitation, (A) all due diligence, collateral review, syndication,
      transportation, computer, duplication, appraisal, audit, insurance, consultant,
      search, filing and recording fees and expenses and (B) the reasonable fees
      and expenses of counsel for each Agent with respect thereto, with respect to
      advising such Agent as to its rights and responsibilities, or the perfection,
      protection, interpretation or preservation of rights or interests, under the
      Loan Documents, with respect to negotiations with any Loan Party or with other
      creditors of any Loan Party or any of its Subsidiaries arising out of any
      Default or any events or circumstances that may give rise to a Default and
      with
      respect to presenting claims in or otherwise participating in or monitoring
      any
      bankruptcy, insolvency or other similar proceeding involving creditors’ rights
      generally and any proceeding ancillary thereto) and (ii) all costs and
      expenses of each Agent and each Lender Party in connection with the enforcement
      of the Loan Documents, whether in any action, suit or litigation, or any
      bankruptcy, insolvency or other similar proceeding affecting creditors’ rights
      generally (including, without limitation, the reasonable fees and expenses
      of
      counsel for the Administrative Agent and each Lender Party with respect
      thereto).

     

    
      
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    (b)  The
      Loan
      Parties agree to indemnify, defend and save and hold harmless each Agent, each
      Lender Party and each of their Affiliates and their respective officers,
      directors, employees, agents and advisors (each, an “Indemnified
      Party”)
      from
      and against, and shall pay on demand, any and all claims, damages, losses,
      liabilities and expenses (including, without limitation, reasonable fees and
      expenses of counsel and settlement costs) that may be incurred by or asserted
      or
      awarded against any Indemnified Party, in each case arising out of or in
      connection with or by reason of (including, without limitation, in connection
      with any investigation, litigation or proceeding or preparation of a defense
      in
      connection therewith) (i) the Facilities, the actual or proposed use of the
      proceeds of the Advances or the Letters of Credit, the Transaction Documents
      or
      any of the transactions contemplated thereby or (ii) the actual or alleged
      presence of Hazardous Materials on any property of any Loan Party or any of
      its
      Subsidiaries or any Environmental Action relating in any way to any Loan Party
      or any of its Subsidiaries, except to the extent such claim, damage, loss,
      liability or expense is found in a final, non-appealable judgment by a court
      of
      competent jurisdiction to have resulted from such Indemnified Party’s gross
      negligence or willful misconduct. In the case of an investigation, litigation
      or
      other proceeding to which the indemnity in this Section 9.04(b) applies, such
      indemnity shall be effective whether or not such investigation, litigation
      or
      proceeding is brought by any Loan Party, its directors, shareholders or
      creditors or an Indemnified Party or any other Person, whether or not any
      Indemnified Party is otherwise a party thereto and whether or not the
      Transaction is consummated. Each Loan Party also agrees that, without the prior
      written consent of the Administrative Agent (not to be unreasonably withheld),
      it will not settle, compromise or consent to the entry of any judgment in any
      pending or threatened claim, action or proceeding in respect of which
      indemnification has been or could be sought under the indemnification provisions
      hereof (whether or not any Indemnified Party is an actual or potential party
      to
      such claim, action or proceeding), unless such settlement, compromise or consent
      (a) includes a full and unconditional written release of each Indemnified Party
      from all liability arising out of such claim, action or proceeding and (b)
      does
      not include any statement as to or an admission of fault, culpability or failure
      to act by or on behalf of any Indemnified Party.

     

    In
      the
      event that an Indemnified Party is requested or required to appear as a witness
      in any action brought by or on behalf of or against any Loan Party or any of
      its
      Subsidiaries or Affiliates in which such Indemnified Party is not named as
      a
      defendant, such Loan Party agrees to reimburse such Indemnified Party for all
      reasonable expenses incurred by it in connection with such Indemnified Party’s
      appearing and preparing to appear as such a witness, including, without
      limitation, the reasonable fees and expenses of its legal counsel. Each Loan
      Party also agrees not to assert any claim against any Agent, any Lender Party
      or
      any of their Affiliates, or any of their respective officers, directors,
      employees, agents and advisors, on any theory of liability, for special,
      indirect, consequential or punitive damages arising out of or otherwise relating
      to the Facilities, the actual or proposed use of the proceeds of the Advances
      or
      the Letters of Credit, the Transaction Documents or any of the transactions
      contemplated by the Transaction Documents, except for direct, as opposed to
      consequential, damages determined in a final nonappealable judgment by a court
      of competent jurisdiction to have resulted from such Indemnified Party’s gross
      negligence or willful misconduct.

     

    (c)  If
      any
      payment or prepayment of principal of, or Conversion of, any Eurodollar Rate
      Advance is made by the Borrower to or for the account of a Lender Party other
      than on the last day of the Interest Period for such Advance, as a result of
      a
      payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d),
      acceleration of the maturity of the Advances pursuant to Section 6.01 or
      for any other reason, or by an Eligible Assignee to a Lender Party other than
      on
      the last day of the Interest Period for such Advance upon an assignment of
      rights and obligations under this Agreement pursuant to Section 9.07 as a result
      of a demand by the Borrower pursuant to Section 2.10(e), or if the Borrower
      fails to make any payment or prepayment of an Advance for which a notice of
      prepayment has been given or that is otherwise required to be made, whether
      pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall,
      upon demand by such Lender Party (with a copy of such demand to the
      Administrative Agent), pay to the Administrative Agent for the account of such
      Lender Party any amounts required to compensate such Lender Party for any
      additional losses, costs or expenses that it may reasonably incur as a result
      of
      such payment or Conversion or such failure to pay or prepay, as the case may
      be,
      including, without limitation, any loss (including loss of anticipated profits),
      cost or expense incurred by reason of the liquidation or reemployment of
      deposits or other funds acquired by any Lender Party to fund or maintain such
      Advance.

     

    
      
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    (d)  If
      any
      Loan Party fails to pay when due any costs, expenses or other amounts payable
      by
      it under any Loan Document, including, without limitation, fees and expenses
      of
      counsel and indemnities, such amount may be paid on behalf of such Loan Party
      by
      the Administrative Agent or any Lender Party, in its sole
      discretion.

     

    (e)  Without
      prejudice to the survival of any other agreement of any Loan Party hereunder
      or
      under any other Loan Document, the agreements and obligations of the Loan
      Parties contained in Sections 2.10 and 2.12 and this Section 9.04 shall
      survive the payment in full of principal, interest and all other amounts payable
      hereunder and under any of the other Loan Documents.

     

    SECTION
      9.05.   Right
      of Set-off.
       Upon (a) the occurrence and during the continuance of any Event of
      Default and (b) the making of the request or the granting of the consent
      specified by Section 6.01 to authorize the Administrative Agent to declare
      the Advances due and payable pursuant to the provisions of Section 6.01,
      each Agent and each Lender Party and each of their respective Affiliates is
      hereby authorized at any time and from time to time, to the fullest extent
      permitted by law, to set off and otherwise apply any and all deposits (general
      or special, time or demand, provisional or final) at any time held and other
      indebtedness at any time owing by such Agent, such Lender Party or such
      Affiliate to or for the credit or the account of the Borrower against any and
      all of the Obligations of the Borrower now or hereafter existing under the
      Loan
      Documents, irrespective of whether such Agent or such Lender Party shall have
      made any demand under this Agreement and although such Obligations may be
      unmatured. Each Agent and each Lender Party agrees promptly to notify the
      Borrower after any such set-off and application; provided,
      however,
      that the
      failure to give such notice shall not affect the validity of such set-off and
      application. The rights of each Agent and each Lender Party and their respective
      Affiliates under this Section are in addition to other rights and remedies
      (including, without limitation, other rights of set-off) that such Agent, such
      Lender Party and their respective Affiliates may have.

     

    SECTION
      9.06.   Binding
      Effect.
       This Agreement shall become effective when it shall have been executed by
      each Loan Party and each Agent and the Administrative Agent shall have been
      notified by each Person that is a Lender Party as of the date hereof that such
      Lender Party has executed it and thereafter shall be binding upon and inure
      to
      the benefit of each Loan Party, each Agent and each Lender Party and their
      respective successors and assigns, except that no Loan Party shall have the
      right to assign its rights hereunder or any interest herein without the prior
      written consent of all the Lender Parties.

     

    SECTION
      9.07.   Assignments
      and Participations.
       (a)
      Each
      Lender (and the Existing Issuing Bank, Wachovia and any subsequent Issuing
      Bank)
      may, and so long as no Default shall have occurred and be continuing, if
      demanded by the Borrower pursuant to Section 2.10(e) upon at least five
      Business Days’ notice to such Lender and the Administrative Agent will, assign
      to one or more Eligible Assignees all or a portion of its rights and obligations
      under this Agreement and the other Loan Documents (including, without
      limitation, all or a portion of its Commitment or Commitments, the Advances
      (including, for the purposes of this Section 9.07(a), participations in Letters
      of Credit and in Swing Line Advances) owing to it and the Note or Notes held
      by
      it); provided,
      however,
      that
      (i) each such assignment shall be of a uniform, and not a varying,
      percentage of all rights and obligations under and in respect of any or all
      Facilities (determined as of the date the Assignment and Assumption with respect
      to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date),
      (ii) except in the case of an assignment to a Person that, immediately
      prior to such assignment, was a Lender, an Affiliate of any Lender or an
      Approved Fund of any Lender or an assignment of all of a Lender’s rights and
      obligations under this Agreement, the aggregate amount of the Commitments being
      assigned to such Eligible Assignee pursuant to such assignment (determined
      as of
      the date of the Assignment and Acceptance with respect to such assignment and
      treating related Approved Funds as one assignee for this purpose) shall in
      no
      event be less than $1,000,000 (or such lesser amount as shall be approved by
      the
      Administrative Agent) under each Facility for which a Commitment is being
      assigned, (iii) each partial assignment shall be made as an assignment of a
      proportionate part of all of the assigning Lender’s rights and obligations under
      this Agreement with respect to the Advances or the Commitment assigned, except
      that this clause (iii) shall not (x) apply to rights in respect of Swing Line
      Advances or (y) prohibit any Lender from assigning all or a portion of its
      rights and obligations among separate Facilities on a non-pro rata basis,
      (iv) each such assignment shall be to an Eligible Assignee, (v) each
      such assignment made as a result of a demand by the Borrower pursuant to
      Section 2.10(e) shall be arranged by the Borrower after consultation with
      the Administrative Agent and shall be either an assignment of all of the rights
      and obligations of the assigning Lender under this Agreement or an assignment
      of
      a portion of such rights and obligations made concurrently with another such
      assignment or other such assignments that together cover all of the rights
      and
      obligations of the assigning Lender under this Agreement, (vi) no Lender
      shall be obligated to make any such assignment as a result of a demand by the
      Borrower pursuant to Section 2.10(e) unless and until such Lender shall have
      received one or more payments from either the Borrower or one or more Eligible
      Assignees in an aggregate amount at least equal to the aggregate outstanding
      principal amount of the Advances owing to such Lender, together with accrued
      interest thereon to the date of payment of such principal amount and all other
      amounts payable to such Lender under this Agreement, (vii) no such assignments
      shall be permitted without the consent of the Administrative Agent until the
      Administrative Agent shall have notified the Lender Parties that syndication
      of
      the Commitments hereunder has been completed and (viii) the parties to each
      such assignment shall execute and deliver to the Administrative Agent, for
      its
      acceptance and recording in the Register, an Assignment and Acceptance, together
      with any Note or Notes subject to such assignment and a processing and
      recordation fee of $3,500; provided,
      however,
      that for
      each such assignment made as a result of a demand by the Borrower pursuant
      to
      Section 2.10(e), the Borrower shall pay to the Administrative Agent the
      applicable processing and recordation fee; provided
      further
      that
      only one such fee shall be payable in connection with simultaneous assignments
      to or by two or more Approved Funds.

     

    
      
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    (b)  Upon
      such
      execution, delivery, acceptance and recording, from and after the effective
      date
      specified in such Assignment and Acceptance, (i) the assignee thereunder
      shall be a party hereto and, to the extent that rights and obligations hereunder
      have been assigned to it pursuant to such Assignment and Acceptance, have the
      rights and obligations of a Lender, the Swing Line Bank or the Issuing Bank,
      as
      the case may be, hereunder and (ii) the Lender Party assignor thereunder
      shall, to the extent that rights and obligations hereunder have been assigned
      by
      it pursuant to such Assignment and Acceptance, relinquish its rights (other
      than
      its rights under Sections 2.10, 2.12 and 9.04 to the extent any claim
      thereunder relates to an event arising prior to such assignment) and be released
      from its obligations under this Agreement (and, in the case of an Assignment
      and
      Acceptance covering all of the remaining portion of an assigning Lender Party’s
      rights and obligations under this Agreement, such Lender Party shall cease
      to be
      a party hereto).

     

    (c)  By
      executing and delivering an Assignment and Acceptance, each Lender Party
      assignor thereunder and each assignee thereunder confirm to and agree with
      each
      other and the other parties thereto and hereto as follows: (i) other than
      as provided in such Assignment and Acceptance, such assigning Lender Party
      makes
      no representation or warranty and assumes no responsibility with respect to
      any
      statements, warranties or representations made in or in connection with any
      Loan
      Document or the execution, legality, validity, enforceability, genuineness,
      sufficiency or value of, or the perfection or priority of any lien or security
      interest created or purported to be created under or in connection with, any
      Loan Document or any other instrument or document furnished pursuant thereto;
      (ii) such assigning Lender Party makes no representation or warranty and
      assumes no responsibility with respect to the financial condition of any Loan
      Party or the performance or observance by any Loan Party of any of its
      obligations under any Loan Document or any other instrument or document
      furnished pursuant thereto; (iii) such assignee confirms that it has
      received a copy of this Agreement, together with copies of the financial
      statements referred to in Section 4.01 and such other documents and
      information as it has deemed appropriate to make its own credit analysis and
      decision to enter into such Assignment and Acceptance; (iv) such assignee
      will, independently and without reliance upon any Agent, such assigning Lender
      Party or any other Lender Party and based on such documents and information
      as
      it shall deem appropriate at the time, continue to make its own credit decisions
      in taking or not taking action under this Agreement; (v) such assignee
      confirms that it is an Eligible Assignee; (vi) such assignee appoints and
      authorizes each Agent to take such action as agent on its behalf and to exercise
      such powers and discretion under the Loan Documents as are delegated to such
      Agent by the terms hereof and thereof, together with such powers and discretion
      as are reasonably incidental thereto; and (vii) such assignee agrees that
      it will perform in accordance with their terms all of the obligations that
      by
      the terms of this Agreement are required to be performed by it as a Lender,
      Swing Line Bank or the Issuing Bank, as the case may be.

     

    (d)  The
      Administrative Agent shall maintain at its address referred to in Section 9.02
      a
      copy of each Assignment and Acceptance delivered to and accepted by it and
      a
      register for the recordation of the names and addresses of the Lender Parties
      and the Commitment under each Facility of, and principal amount of the Advances
      owing under each Facility to, each Lender Party from time to time (the
“Register”).
      The
      entries in the Register shall be conclusive and binding for all purposes, absent
      manifest error, and the Borrower, the Agents and the Lender Parties may treat
      each Person whose name is recorded in the Register as a Lender Party hereunder
      for all purposes of this Agreement. The Register shall be available for
      inspection by the Borrower or any Agent at any reasonable time and from time
      to
      time upon reasonable prior notice.

     

    (e)  Upon
      its
      receipt of an Assignment and Acceptance executed by an assigning Lender Party
      and an assignee, together with any Note or Notes (if any) subject to such
      assignment, the Administrative Agent shall, if such Assignment and Acceptance
      has been completed and is in substantially the form of Exhibit C-2 hereto,
      (i) accept such Assignment and Acceptance, (ii) record the information
      (the “Ownership Information”) contained therein in the Register and
      (iii) give prompt notice thereof to the Borrower and each other Agent. Any
      transfer of an ownership interest in any Advance, including any right to
      principal or interest payable with respect to the Advance, shall be subject
      to
      and conditioned upon the due recordation of such transfer and the Ownership
      Information with respect to the transferee in the Register and such transfer
      shall be effective only upon such recordation (and not prior thereto). In the
      case of any assignment by a Lender, within five Business Days after its receipt
      of such notice, the Borrower, at its own expense, shall execute and deliver
      to
      the Administrative Agent in exchange for the surrendered Note or Notes (if
      any)
      a new Note to the order of such Eligible Assignee in an amount equal to the
      Commitment assumed by it under each Facility pursuant to such Assignment and
      Acceptance and, if any assigning Lender that had a Note or Notes prior to such
      Assignment has retained a Commitment hereunder under such Facility, a new Note
      to the order of such assigning Lender in an amount equal to the Commitment
      retained by it hereunder. Such new Note or Notes shall be in an aggregate
      principal amount equal to the aggregate principal amount of such surrendered
      Note or Notes, shall be dated the effective date of such Assignment and
      Acceptance and shall otherwise be in substantially the form of Exhibit A-1
      or A-2 hereto, as the case may be.

     

    
      
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    (f)  The
      Issuing Bank may assign to an Eligible Assignee all of its rights and
      obligations under the undrawn portion of its Letter of Credit Commitment at
      any
      time; provided,
      however,
      that (i)
      each such assignment shall be to an Eligible Assignee and (ii) the parties
      to
      each such assignment shall execute and deliver to the Administrative Agent,
      for
      its acceptance and recording in the Register, an Assignment and Acceptance,
      together with a processing and recordation fee of $3,500.

     

    (g)  Each
      Lender Party may sell participations to one or more Persons (other than any
      Loan
      Party or any of its Affiliates) in or to all or a portion of its rights and
      obligations under this Agreement (including, without limitation, all or a
      portion of its Commitments, the Advances (including such Lender’s participations
      in L/C Credit Extensions and/or Swing Line Advances) owing to it and the Note
      or
      Notes (if any) held by it); provided,
      however,
      that
      (i) such Lender Party’s obligations under this Agreement (including,
      without limitation, its Commitments) shall remain unchanged, (ii) such
      Lender Party shall remain solely responsible to the other parties hereto for
      the
      performance of such obligations, (iii) such Lender Party shall remain the
      holder of any such Note for all purposes of this Agreement, (iv) the Loan
      Parties, the Agents and the other Lender Parties shall continue to deal solely
      and directly with such Lender Party in connection with such Lender Party’s
      rights and obligations under this Agreement and (v) no participant under
      any such participation shall have any right to approve any amendment or waiver
      of any provision of any Loan Document, or any consent to any departure by any
      Loan Party therefrom, except to the extent that such amendment, waiver or
      consent would reduce the principal of, or interest on, the Advances or any
      fees
      or other amounts payable hereunder, in each case to the extent subject to such
      participation, postpone any date fixed for any payment of principal of, or
      interest on, the Advances or any fees or other amounts payable hereunder, in
      each case to the extent subject to such participation, or release all or
      substantially all of the Collateral
      or
      release any of the Subsidiary Guarantors from any of their Obligations under
      the
      Loan Documents if such release is in respect of all or substantially all of
      the
      value of the Guaranties. Each of the Loan Parties agrees that each participant
      shall be entitled to the benefits of Sections 2.10, 2.11, 2.12, 8.04 and 9.04(b)
      to the same extent as if it were a Lender and had acquired its interest by
      assignment pursuant to paragraph (a) of this Section. To the extent permitted
      by
      law, each participant also shall be entitled to the benefits of Section 9.05
      as
      though it were a Lender, provided
      such
      participant agrees to be subject to Section 2.13 as though it were a
      Lender.
      A
      participant shall not be entitled to receive any greater payment under Sections
      2.10 and 2.12 than the applicable Lender would have been entitled to receive
      with respect to the participation sold to such participant, unless the sale
      of
      the participation to such participant is made with the Borrower’s prior written
      consent.

     

    (h)  Any
      Lender Party may, in connection with any assignment or participation or proposed
      assignment or participation pursuant to this Section 9.07, disclose to the
      assignee or participant or proposed assignee or participant any information
      relating to the Loan Parties furnished to such Lender Party by or on behalf
      of
      the Loan Parties; provided,
      however,
      that,
      prior to any such disclosure, the assignee or participant or proposed assignee
      or participant shall agree to preserve the confidentiality of any Confidential
      Information received by it from such Lender Party.

     

    (i)  Notwithstanding
      any other provision set forth in this Agreement, any Lender Party may at any
      time create a security interest in all or any portion of its rights under this
      Agreement and the other Loan Documents (including, without limitation, the
      Advances owing to it and the Note or Notes (if any) held by it) in favor of
      any
      Federal Reserve Bank.

     

    
      
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    (j)  Notwithstanding
      anything to the contrary contained herein, any Lender that is a Fund may create
      a security interest in all or any portion of the Advances owing to it and any
      Note or Notes held by it to a creditor or the trustee for holders of obligations
      owed, or securities issued, by such Fund as security for such obligations or
      securities, provided,
      that
      unless and until such creditor or trustee actually becomes a Lender in
      compliance with the other provisions of this Section 9.07, (i) no such pledge
      shall release the pledging Lender from any of its obligations under the Loan
      Documents and (ii) such creditor or trustee shall not be entitled to exercise
      any of the rights of a Lender under the Loan Documents even though such trustee
      may have acquired ownership rights with respect to the pledged interest through
      foreclosure or otherwise.

     

    (k)  Notwithstanding
      anything to the contrary contained herein, any Lender Party (a “Granting
      Lender”)
      may
      grant to a special purpose funding vehicle identified as such in writing from
      time to time by the Granting Lender to the Administrative Agent and the Borrower
      (an “SPC”)
      the
      option to provide all or any part of any Advance that such Granting Lender
      would
      otherwise be obligated to make pursuant to this Agreement, provided
      that
      (i) nothing herein shall constitute a commitment by any SPC to fund any
      Advance, and (ii) if an SPC elects not to exercise such option or otherwise
      fails to make all or any part of such Advance, the Granting Lender shall be
      obligated to make such Advance pursuant to the terms hereof. The making of
      an
      Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender
      to the same extent, and as if, such Advance were made by such Granting Lender.
      Each party hereto hereby agrees that (i) no SPC shall be liable for any
      indemnity or similar payment obligation under this Agreement for which a Lender
      Party would be liable, (ii) no SPC shall be entitled to the benefits of Sections
      2.10 and 2.12 (or any other increased costs protection provision) and (iii)
      the
      Granting Lender shall for all purposes, including, without limitation, the
      approval of any amendment or waiver of any provision of any Loan Document,
      remain the Lender Party of record hereunder. In furtherance of the foregoing,
      each party hereto hereby agrees (which agreement shall survive the termination
      of this Agreement) that, prior to the date that is one year and one day after
      the payment in full of all outstanding commercial paper or other senior Debt
      of
      any SPC, it will not institute against, or join any other person in instituting
      against, such SPC any bankruptcy, reorganization, arrangement, insolvency,
      or
      liquidation proceeding under the laws of the United States or any State thereof.
      Notwithstanding anything to the contrary contained in this Agreement, any SPC
      may (i) with notice to, but without prior consent of, the Borrower and the
      Administrative Agent and without paying any processing fee therefor, assign
      all
      or any portion of its interest in any Advance to the Granting Lender and
      (ii) disclose on a confidential basis any non-public information relating
      to its funding of Advances to any rating agency, commercial paper dealer or
      provider of any surety or guarantee or credit or liquidity enhancement to such
      SPC. This subsection (k) may not be amended without the prior written consent
      of
      each Granting Lender, all or any part of whose Advances are being funded by
      the
      SPC at the time of such amendment.

     

    (l)  Notwithstanding
      anything to the contrary contained herein, if at any time Wachovia assigns
      all
      of its Revolving Credit Commitments and Revolving Credit Advances pursuant
      to
      Section 9.07(a), Wachovia may, (i) upon 10 days’ notice to the Loan Parties
      and the Lenders, resign as Issuing Bank and/or (ii) upon 10 days’ notice to the
      Loan Parties, resign as Swing Line Bank. In the event of any such resignation
      as
      Issuing Bank or Swing Line Bank, the Loan Parties shall be entitled to appoint
      from among the Lenders a successor Issuing Bank or Swing Line Bank hereunder;
      provided,
      however,
      that no
      failure by the Loan Parties to appoint any such successor shall affect the
      resignation of Wachovia as Issuing Bank or Swing Line Bank, as the case may
      be.
      If Wachovia resigns as Issuing Bank, it shall retain all the rights and
      obligations of the Issuing Bank hereunder with respect to all L/C Credit
      Extensions outstanding as of the effective date of its resignation as Issuing
      Bank and all L/C Credit Extensions with respect thereto (including the right
      to
      require the Lenders to make Base Rate Advances or fund risk participations
      in
      unreimbursed amounts pursuant to Section 2.03). If Wachovia resigns as Swing
      Line Bank, it shall retain all the rights of the Swing Line Bank provided for
      hereunder with respect to Swing Line Advances made by it and outstanding as
      of
      the effective date of such resignation, including the right to require the
      Lenders to make Base Rate Advances or fund risk participations in outstanding
      Swing Line Advances pursuant to Section 2.02.

     

    
      
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    SECTION
      9.08.   Execution
      in Counterparts.
       This Agreement may be executed in any number of counterparts and by
      different parties hereto in separate counterparts, each of which when so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same agreement. Delivery by telecopier or electronic
      mail
      of an executed counterpart of a signature page to this Agreement shall be
      effective as delivery of an original executed counterpart of this
      Agreement.

     

    SECTION
      9.09.   No
      Liability of the Issuing Bank.
       The Borrower assumes all risks of the acts or omissions of any beneficiary
      or transferee of any Letter of Credit with respect to its use of such Letter
      of
      Credit. Neither the Issuing Bank nor any of its officers or directors shall
      be
      liable or responsible for: (a) the use that may be made of any Letter of Credit
      or any acts or omissions of any beneficiary or transferee in connection
      therewith; (b) the validity, sufficiency or genuineness of documents, or of
      any
      endorsement thereon, even if such documents should prove to be in any or all
      respects invalid, insufficient, fraudulent or forged; (c) payment by the Issuing
      Bank against presentation of documents that do not comply with the terms of
      a
      Letter of Credit, including failure of any documents to bear any reference
      or
      adequate reference to the Letter of Credit; or (d) any other circumstances
      whatsoever in making or failing to make payment under any Letter of Credit,
      except that the Borrower shall have a claim against the Issuing Bank, and the
      Issuing Bank shall be liable to the Borrower, to the extent of any direct,
      but
      not consequential, damages suffered by the Borrower that the Borrower proves
      were caused by (i) the Issuing Bank’s willful misconduct or gross negligence as
      determined in a final, non-appealable judgment by a court of competent
      jurisdiction in determining whether documents presented under any Letter of
      Credit comply with the terms of the Letter of Credit or (ii) the Issuing Bank’s
      willful failure to make lawful payment under a Letter of Credit after the
      presentation to it of a draft and certificates strictly complying with the
      terms
      and conditions of the Letter of Credit. In furtherance and not in limitation
      of
      the foregoing, the Issuing Bank may accept documents that appear on their face
      to be in order, without responsibility for further investigation, regardless
      of
      any notice or information to the contrary.

     

    SECTION
      9.10.   Confidentiality.
       Neither any Agent nor any Lender Party shall disclose any Confidential
      Information to any Person without the consent of the Borrower, other than
      (a) to such Agent’s or such Lender Party’s Affiliates and their officers,
      directors, employees, agents and advisors and to any pledgee referred to in
      Section 9.07(j) and any actual or prospective Eligible Assignees and
      participants, and then only on a confidential basis, (b) as required by any
      law, rule or regulation or judicial process, (c) as requested or required
      by any state, Federal or foreign authority or examiner (including the National
      Association of Insurance Commissioners or any similar organization or
      quasi-regulatory authority) regulating such Lender Party, (d) to any rating
      agency when required by it, provided
      that,
      prior to any such disclosure, such rating agency shall undertake to preserve
      the
      confidentiality of any Confidential Information relating to the Loan Parties
      received by it from such Lender Party, (e) in connection with any litigation
      or
      proceeding to which such Agent or such Lender Party or any of its Affiliates
      may
      be a party or (f) in connection with the exercise of any right or remedy under
      this Agreement or any other Loan Document.

     

    SECTION
      9.11.   Release
      of Collateral.  Upon
      the
      sale, lease, transfer or other disposition of any item of Collateral of or
      by
      any Loan Party (including, without limitation, as a result of the sale, in
      accordance with the terms of the Loan Documents, of the Loan Party that owns
      such Collateral) in accordance with the terms of the Loan Documents, the
      Collateral Agent will, at the Borrower’s expense, execute and deliver to such
      Loan Party such documents as such Loan Party may reasonably request to evidence
      the release of such item of Collateral from the Liens granted under the
      Collateral Documents in accordance with the terms of the Loan
      Documents.

     

    
      
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    SECTION
      9.12.   Patriot
      Act Notice.
       Each Lender Party and the Administrative Agent (for itself and not on
      behalf of any Lender) hereby notifies the Loan Parties that pursuant to the
      requirements of the Patriot Act, it is required to obtain, verify and record
      information that identifies each Loan Party, which information includes the
      name
      and address of such Loan Party and other information that will allow such Lender
      or the Administrative Agent, as applicable, to identify such Loan Party in
      accordance with the Patriot Act. The Borrower shall, and shall cause each of
      its
      Subsidiaries to, provide such information and take such actions as are
      reasonably requested by the Administrative Agent or any Lender Party in order
      to
      assist the Administrative Agent and the Lender Parties in maintaining compliance
      with the Patriot Act.

     

    SECTION
      9.13.   Jurisdiction,
      Etc.  (a)
       EACH
      OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
      AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT
      OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY,
      AND
      ANY APPELLATE COURT FROM ANY THEREOF, AND FOR PURPOSES OF ENFORCEMENT OF
      COLLATERAL SECURITY OR RELATED MATTERS, THE COURTS OF THE JURISDICTION WHERE
      SUCH COLLATERAL IS LOCATED, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR FOR RECOGNITION
      OR
      ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
      AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
      PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT
      PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES
      THAT
      A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
      BE
      ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
      PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY
      PARTY
      MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
      OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY OTHER JURISDICTION.

     

    (b)  EACH
      OF
      THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
      EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW
      OR
      HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING
      OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS IN ANY NEW
      YORK
      STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
      TO
      THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO
      THE
      MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

     

    SECTION
      9.14.   GOVERNING
      LAW.
       THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    
      
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    SECTION
      9.15.   WAIVER
      OF JURY TRIAL.
       EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
      LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
      THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO
      (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
      HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
      THE
      EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
      (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
      ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY,
      AMONG
      OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
      9.15.

     

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

     

    CBRL
      GROUP, INC., as Borrower

    


    


    


    By /s/
      Lawrence E. White

    Name:
      Lawrence E. White

    Title:
      Senior Vice President-Finance and 
      Chief
      Financial Officer

    


    


    CB
      MUSIC,
      LLC, as a Guarantor

    


    


    


    By /s/
      N.B.
      Forrest Shoaf

    Name:
      N.B. Forrest Shoaf 

    Title:
      Assistant Secretary

    


    


    CBOCS
      DISTRIBUTION, INC., as a Guarantor

    


    


    


    By /s/
      N.B. Forrest Shoaf

    Name:
      N.B. Forrest Shoaf 

    Title:
      Assistant Secretary

    


    


    CBOCS
      PARTNER I, LLC, as a Guarantor

    


    


    


    By /s/
      Elizabeth Wilson

    Name:
      Elizabeth Wilson 

    Title:
      Assistant Secretary

    


    
      
        101

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    CBOCS
      PARTNER II, LLC, as a Guarantor

    


    


    


    By /s/
      Elizabeth Wilson

    Name:
      Elizabeth Wilson 

    Title:
      Secretary

    


    


    


    CBOCS
      PENNSYLVANIA, LLC, as a Guarantor

    


    


    


    By /s/
      N.B.
      Forrest Shoaf

    Name:
      N.B. Forrest Shoaf 

    Title:
      Assistant Secretary

    


    


    CBOCS
      PROPERTIES, INC., as a Guarantor

    


    


    


    By /s/
      Ursula Holmes

    Name:
      Ursula Holmes

    Title:
      President

    


    


    CBOCS
      SUPPLY, INC., as a Guarantor

    


    


    


    By /s/
      N.B.
      Forrest Shoaf

    Name:
      N.B. Forrest Shoaf 

    Title:
      Assistant Secretary

    


    


    CBOCS
      TEXAS LIMITED PARTNERSHIP, as a Guarantor

    


    By:
      CBOCS
      Partner I, LLC, its general partner

    


    


    


    By /s/
      Elizabeth Wilson

    Name:
      Elizabeth Wilson 

    Title:
      Assistant Secretary

    


    
      
        102

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    CBOCS
      WEST, INC., as a Guarantor

    


    


    


    By /s/
      N.B.
      Forrest Shoaf

    Name:
      N.B. Forrest Shoaf 

    Title:
      Assistant Secretary

    


    


    


    CRACKER
      BARREL OLD COUNTRY STORE, INC., as a Guarantor

    


    


    


    By /s/
      N.B.
      Forrest Shoaf

    Name:
      N.B. Forrest Shoaf 

    Title:
      Assistant Secretary

    


    


    LOGAN’S
      ROADHOUSE, INC., as a Guarantor

    


    


    


    By /s/
      N.B.
      Forrest Shoaf

    Name:
      N.B. Forrest Shoaf 

    Title:
      Assistant Secretary

    


    


    LOGAN’S
      ROADHOUSE OF TEXAS, INC., as a Guarantor

    


    


    


    By /s/
      N.B.
      Forrest Shoaf

    Name:
      N.B. Forrest Shoaf 

    Title:
      Assistant Secretary

    


    


    ROCKING
      CHAIR, INC., as a Guarantor

    


    


    


    By /s/
      Elizabeth Wilson

    Name:
      Elizabeth Wilson 

    Title:
      Assistant Secretary

    


    


    
      
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    WACHOVIA
      BANK, NATIONAL ASSOCIATION, as Administrative Agent, 

    Collateral
      Agent, Issuing Bank, Swing Line Bank and Lender

    


    


    By /s/
      Richard DiDonato

    Name:
      Richard DiDonato

    Title:
      Managing Director

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        104

      

      
        
        

        
          

        

      

      
        
        

      

    


    All
      schedules and exhibits of this Credit Agreement have been excluded from this
      exhibit due to immateriality. 

    


    


    


    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        105