ex10-2.htm


    Exhibit
10.2

     

    EXECUTION
VERSION

     

    

      CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN

      THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN

      OMITTED
AND FILED SEPARATELY WITH THE

      SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO

      RULE
24B-2 OF THE SECURITIES EXCHANGE

      ACT OF
1934, AS AMENDED

    

    


    


    


    


    


    


    


    ________________________________________________________________

    


    


    CREDIT
AGREEMENT

    


    


    Dated
as of June 24, 2009

    


    by
and among

    


    COMTECH
TELECOMMUNICATIONS CORP.

    


    and

    


    CITIBANK,
N.A.,

    as
Administrative Agent

    


    and

    


    THE
LENDERS PARTY HERETO

    


    


    ________________________________________________________________

    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

     

    
      
        	
                RECITALS

              	 
      	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      I DEFINITIONS AND ACCOUNTING TERMS

              	
                1

              
	
                SECTION
      1.01.

              	
                Definitions

              	
                1

              
	
                SECTION
      1.02.

              	
                Terms
      Generally

              	
                20

              
	 
      	 
      	 
      
	
                ARTICLE
      II LOANS

              	
                20

              
	
                SECTION
      2.01.

              	
                Revolving
      Credit Loans

              	
                20

              
	
                SECTION
      2.02.

              	
                Revolving
      Credit Note

              	
                21

              
	
                SECTION
      2.03.

              	
                Letters
      of Credit

              	
                21

              
	
                SECTION
      2.04.

              	
                Increase
      of the Maximum Revolving Credit Amount by the Company

              	
                25

              
	 
      	 
      	 
      
	
                ARTICLE
      III PROVISIONS RELATING TO ALL EXTENSIONS OF CREDIT;

                FEES
      AND PAYMENTS

              	
                 

                27

              
	
                SECTION
      3.01.

              	
                Interest
      Rate; Continuation and Conversion of Loans

              	
                27

              
	
                SECTION
      3.02.

              	
                Use
      of Proceeds

              	
                29

              
	
                SECTION
      3.03.

              	
                Prepayments

              	
                29

              
	
                SECTION
      3.04.

              	
                Fees

              	
                30

              
	
                SECTION
      3.05.

              	
                Inability
      to Determine Interest Rate

              	
                31

              
	
                SECTION
      3.06.

              	
                Illegality

              	
                31

              
	
                SECTION
      3.07.

              	
                Increased
      Costs

              	
                31

              
	
                SECTION
      3.08.

              	
                Indemnity

              	
                33

              
	
                SECTION
      3.09.

              	
                Taxes

              	
                33

              
	
                SECTION
      3.10.

              	
                Pro
      Rata Treatment and Payments

              	
                35

              
	
                SECTION
      3.11.

              	
                Funding
      and Disbursement of Loans

              	
                36

              
	
                SECTION
      3.12.

              	
                Change
      of Lending Office; Removal of Lender

              	
                36

              
	
                SECTION
      3.13.

              	
                Defaulting
      Lender

              	
                37

              
	 
      	 
      	 
      
	
                ARTICLE
      IV REPRESENTATIONS AND WARRANTIES

              	
                39

              


         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        	
                SECTION
      4.01.

              	
                Organization,
      Powers

              	
                39

              
	
                SECTION
      4.02.

              	
                Authorization
      of Borrowing, Enforceable Obligations

              	
                39

              
	
                SECTION
      4.03.

              	
                Financial
      Condition

              	
                40

              
	
                SECTION
      4.04.

              	
                Taxes

              	
                40

              
	
                SECTION
      4.05.

              	
                Title
      to Properties

              	
                41

              
	
                SECTION
      4.06.

              	
                Litigation

              	
                41

              
	
                SECTION
      4.07.

              	
                Agreements

              	
                41

              
	
                SECTION
      4.08.

              	
                Compliance
      with ERISA

              	
                41

              
	
                SECTION
      4.09.

              	
                Federal
      Reserve Regulations; Use of Proceeds

              	
                42

              
	
                SECTION
      4.10.

              	
                Approvals

              	
                42

              
	
                SECTION
      4.11.

              	
                Subsidiaries
      and Affiliates

              	
                42

              
	
                SECTION
      4.12.

              	
                Hazardous
      Materials

              	
                42

              
	
                SECTION
      4.13.

              	Investment
      Company Act	 
	
                SECTION
      4.14.

              	
                Pledge
      Agreements

              	
                43

              
	
                SECTION
      4.15.

              	
                No
      Default

              	
                43

              
	
                SECTION
      4.16.

              	
                Permits
      and Licenses

              	
                43

              
	
                SECTION
      4.17.

              	
                Compliance
      with Law

              	
                43

              
	
                SECTION
      4.18.

              	
                Disclosure

              	
                43

              
	
                SECTION
      4.19.

              	
                Labor
      Disputes

              	
                44

              
	 
      	 
      	 
      
	
                ARTICLE
      V CONDITIONS OF LENDING

              	
                44

              
	
                SECTION
      5.01.

              	
                Conditions
      to Initial Extension of Credit

              	
                44

              
	
                SECTION
      5.02.

              	
                Conditions
      to Extensions of Credit

              	
                46

              
	 
      	 
      	 
      
	
                ARTICLE
      VI AFFIRMATIVE COVENANTS

              	
                46

              
	
                SECTION
      6.01.

              	
                Existence,
      Properties, Insurance

              	
                47

              
	
                SECTION
      6.02.

              	
                Payment
      of Indebtedness and Taxes

              	
                47

              
	
                SECTION
      6.03.

              	
                Financial
      Statements, Reports, etc

              	
                48

              
	
                SECTION
      6.04.

              	
                Books
      and Records; Access to Premises

              	
                49

              
	
                SECTION
      6.05.

              	
                Notice
      of Adverse Change

              	
                50

              
	
                SECTION
      6.06.

              	
                Notice
      of Default

              	
                50

              
	
                SECTION
      6.07.

              	
                Notice
      of Litigation

              	
                50

              


         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        	
                SECTION
      6.08.

              	
                Notice
      of Default in Other Agreements

              	
                50

              
	
                SECTION
      6.09.

              	
                Notice
      of ERISA Event

              	
                50

              
	
                SECTION
      6.10.

              	
                Notice
      of Environmental Law Violations

              	
                51

              
	
                SECTION
      6.11.

              	
                Compliance
      with Applicable Laws

              	
                51

              
	
                SECTION
      6.12.

              	
                Subsidiaries
      and Affiliates

              	
                51

              
	
                SECTION
      6.13.

              	
                Environmental
      Laws

              	
                52

              
	
                SECTION
      6.14.

              	
                Subordinated
      Debt

              	
                52

              
	 
      	 
      	 
      
	
                ARTICLE
      VII NEGATIVE COVENANTS

              	
                52

              
	
                SECTION
      7.01.

              	
                Indebtedness

              	
                52

              
	
                SECTION
      7.02.

              	
                Liens

              	
                55

              
	
                SECTION
      7.03.

              	
                Guaranties

              	
                57

              
	
                SECTION
      7.04.

              	
                Sale
      of Assets

              	
                57

              
	
                SECTION
      7.05.

              	
                Sales
      of Receivables

              	
                58

              
	
                SECTION
      7.06.

              	
                Loans
      and Investments

              	
                58

              
	
                SECTION
      7.07.

              	
                Nature
      of Business

              	
                59

              
	
                SECTION
      7.08.

              	
                Sale
      and Leaseback

              	
                59

              
	
                SECTION
      7.09.

              	
                Federal
      Reserve Regulations

              	
                60

              
	
                SECTION
      7.10.

              	
                Accounting
      Policies and Procedures

              	
                60

              
	
                SECTION
      7.11.

              	
                Limitations
      on Fundamental Changes, Limitations on Consideration

              	
                60

              
	
                SECTION
      7.12.

              	
                Financial
      Condition Covenants

              	
                61

              
	
                SECTION
      7.13.

              	
                Dividends

              	
                61

              
	
                SECTION
      7.14.

              	
                Transactions
      with Affiliates

              	
                62

              
	
                SECTION
      7.15.

              	
                Limitation
      on Negative Pledges

              	
                62

              
	
                SECTION
      7.16.

              	
                Convertible
      Notes

              	
                62

              
	
                SECTION
      7.17.

              	
                Subordinated
      Debt

              	
                62

              
	 
      	 
      	 
      
	
                ARTICLE
      VIII EVENTS OF DEFAULT

              	
                63

              
	
                SECTION
      8.01.

              	
                Events
      of Default

              	
                63

              
	 
      	 
      	 
      
	
                ARTICLE
      IX THE ADMINISTRATIVE AGENT

              	
                65

              
	
                SECTION
      9.01.

              	
                Appointment,
      Powers and Immunities

              	
                65

              


         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        	
                SECTION
      9.02.

              	
                Reliance
      by Administrative Agent

              	
                66

              
	
                SECTION
      9.03.

              	
                Events
      of Default

              	
                66

              
	
                SECTION
      9.04.

              	
                Rights
      as a Lender

              	
                66

              
	
                SECTION
      9.05.

              	
                Indemnification

              	
                67

              
	
                SECTION
      9.06.

              	
                Non-Reliance
      on Administrative Agent and Other Lenders

              	
                67

              
	
                SECTION
      9.07.

              	
                Failure
      to Act

              	
                67

              
	
                SECTION
      9.08.

              	
                Resignation
      of the Administrative Agent

              	
                68

              
	
                SECTION
      9.09.

              	
                Sharing
      of Collateral and Payments

              	
                68

              
	 
      	 
      	 
      
	
                ARTICLE
      X MISCELLANEOUS

              	
                69

              
	
                SECTION
      10.01.

              	
                Notices

              	
                69

              
	
                SECTION
      10.02.

              	
                Effectiveness;
      Survival

              	
                70

              
	
                SECTION
      10.03.

              	
                Expenses

              	
                70

              
	
                SECTION
      10.04.

              	
                Amendments
      and Waivers

              	
                71

              
	
                SECTION
      10.05.

              	
                Successors
      and Assigns; Participations

              	
                71

              
	
                SECTION
      10.06.

              	
                No
      Waiver; Cumulative Remedies

              	
                74

              
	
                SECTION
      10.07.

              	
                Reinstatement;
      Certain Payments

              	
                74

              
	
                SECTION
      10.08.

              	
                APPLICABLE
      LAW

              	
                74

              
	
                SECTION
      10.09.

              	
                SUBMISSION
      TO JURISDICTION; JURY WAIVER

              	
                74

              
	
                SECTION
      10.10.

              	
                Severability

              	
                75

              
	
                SECTION
      10.11.

              	
                Right
      of Setoff

              	
                75

              
	
                SECTION
      10.12.

              	
                Confidentiality

              	
                76

              
	
                SECTION
      10.13.

              	
                Entire
      Agreement

              	
                76

              
	
                SECTION
      10.14.

              	
                Replacement
      of Note

              	
                77

              
	
                SECTION
      10.15.

              	
                Headings

              	
                77

              
	
                SECTION
      10.16.

              	
                Construction

              	
                77

              
	
                SECTION
      10.17.

              	
                Counterparts

              	
                77

              
	
                SECTION
      10.18.

              	
                USA
      PATRIOT ACT

              	
                77

              


      

      
 

    

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

     

    
      
        	
                SCHEDULES

              	 
      	 
      
	 
      	 
      	 
      
	
                Schedule
      I

              	
                -

              	
                Subsidiaries
      and Affiliates

              
	
                Schedule
      II

              	
                -

              	
                Existing
      Indebtedness

              
	
                Schedule
      III

              	
                -

              	
                Existing
      Liens

              
	
                Schedule
      IV

              	
                -

              	
                Existing
      Guarantees

              
	
                Schedule
      V

              	
                -

              	
                Existing
      Letters of Credit

              
	
                Schedule
      4.14

              	
                -

              	
                Filing
      Offices

              
	
                Schedule
      4.17

              	
                -

              	
                Compliance
      with Laws

              
	
                Schedule
      7.06

              	
                -

              	
                Loans
      and Investments

              
	 
      	 
      	 
      
	
                EXHIBITS

              	 
      	 
      
	 
      	 
      	 
      
	
                Exhibit
      A

              	
                -

              	
                Form
      of Revolving Credit Note

              
	
                Exhibit
      B-1

              	
                -

              	
                Form
      of Company Pledge Agreement

              
	
                Exhibit
      B-2

              	
                -

              	
                Form
      of Guarantor Pledge Agreement

              
	
                Exhibit
      C

              	
                -

              	
                Form
      of Guaranty

              
	
                Exhibit
      D

              	
                -

              	
                Form
      of Assignment and Acceptance Agreement

              
	
                Exhibit
      E

              	
                -

              	
                Form
      of Opinion of Counsel

              


      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    


     

    CREDIT AGREEMENT, dated as of
June 24, 2009, by and among COMTECH TELECOMMUNICATIONS
CORP., a Delaware corporation (the “Company”), the LENDERS which from time to
time are parties to this Agreement (individually, a “Lender” and,
collectively, the “Lenders”) and CITIBANK, N.A., a national
banking association organized under the laws of the United States of America, as
Administrative Agent.

     

    RECITALS

     

     

    The
Company has requested the Lenders to extend credit from time to time and the
Lenders are willing to extend such credit to the Company, subject to the terms
and conditions hereinafter set forth.

     

     

    Accordingly,
the parties hereto agree as follows:

     

    


     

    ARTICLE
I

    DEFINITIONS
AND ACCOUNTING TERMS

     

    


    


     

    SECTION
1.01. Definitions.  As
used herein, the following terms shall have the following meanings:

     

     

    “Acquisition”
means the acquisition of (i) a controlling equity interest in another Person
(including the purchase of an option, warrant or convertible or similar type
security to acquire such a controlling interest at the time it becomes
exercisable by the holder thereof), whether by purchase of such equity interest
or upon exercise of an option or warrant for, or conversion of securities into,
such equity interest, or (ii) assets of another Person which constitute all or
substantially all of the assets of such
Person or of a line or lines of business conducted by such Person.

     

     

    “Accounting
Change” shall have the meaning set forth in Section 7.10 hereof.

     

     

    “Adjusted
Libor Loans” shall mean Loans at such time as they are made and/or being
maintained at a rate of interest based upon Reserve Adjusted Libor.

     

     

    “Administrative
Agent” shall mean Citibank, N.A., in its capacity as Administrative Agent for
the Lenders under this Agreement or its successor Administrative Agent permitted
pursuant to Section 9.08 hereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Affiliate”
shall mean with respect to a specified Person, another Person which, directly or
indirectly, controls or is controlled by or is under common control with such
specified Person.  For the purpose of this definition, “control” of a
Person shall mean the power, direct or indirect, to direct or cause the
direction of the management or policies of such Person whether through the
ownership of voting securities, by contract or otherwise; provided that, in any
event, any Person who owns directly or indirectly 10% or more of the securities
having ordinary voting power for the election of directors or other governing
body of a corporation or 10% or more of the partnership or other ownership
interest of any Person (other than as a limited partner of such other Person)
will be deemed to control such corporation or other Person.

     

     

    “Aggregate
Letters of Credit Outstanding” shall mean, on the date of determination, the sum
of (a) the aggregate maximum stated amount at such time which is available or
available in the future to be drawn under all outstanding Letters of Credit and
(b) the aggregate amount of all payments on account of drawings under Letters of
Credit made by the Issuing Lender on behalf of the Lenders under any Letter of
Credit that has not been reimbursed by the Company.

     

     

    “Aggregate
Outstandings” shall mean, on the date of determination, the sum of (a) the
Aggregate Letters of Credit Outstanding at such time, plus (b) the
aggregate outstanding principal amount of all Revolving Credit Loans at such
time.

     

     

    “Agreement”
shall mean this Credit Agreement, dated as of June 24, 2009, as it may hereafter
be amended, restated, supplemented or otherwise modified from time to
time.

     

     

    “Alternate
Base Rate” or “ABR” shall mean the highest of (i) the Prime Rate; (ii) the
Federal Funds Effective Rate from time to time plus 0.5%; and (iii)
two hundred (200) basis points in excess of the floating rate of interest
determined, on a daily basis, by the Administrative Agent in
accordance with its customary procedures and utilizing such electronic or other
quotation sources as it considers appropriate to be the prevailing rate per
annum in effect each banking day at which deposits in Dollars for a one month
period, determined by the Administrative Agent in its sole discretion,
are offered to the Administrative Agent by first class banks in the London
interbank market shortly after 11:00 a.m. (London time) two banking days prior
to the date such rate of interest shall be effective and applied to existing and
future advances under Alternate Base Rate Loans.

     

     

    “Alternate
Base Rate Loans” shall mean Loans at such times as they are being made and/or
maintained at a rate of interest based on the Alternate Base Rate.

     

     

    “Applicable
Margin” shall mean the percentages set forth below opposite the applicable
pricing ratio.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    
 

    
      	
               

              Consolidated Total Indebtedness to Consolidated
      EBITDA

            	 	
              Adjusted
      Libor Margin

              (360 day basis)

            	 	 	
              ABR

              Margin

            	 	 	
              Unused

              Fee Rate

            	 
	 
      	 	 	 	 	 	 	 	 	 
	
              Less
      than or equal to [*]

            	 	2.25%	 	 	1.25%	 	 	0.25%	 
	 
      	 	 	 	 	 	 	 	 	 
	
              Greater
      than or equal to [*] but less than [*]

            	 	2.50%	 	 	1.50%	 	 	0.25%	 
	 
      	 	 	 	 	 	 	 	 	 
	
              Greater
      than or equal to [*]

            	 	2.75%	 	 	1.75%	 	 	0.375%	 


    

    


     

    Notwithstanding
the foregoing, during the period commencing on the Closing Date and ending on
the fifth Business Day following the date of delivery of the financial
statements to the Administrative Agent for the fiscal quarter ending July 31,
2009, the Applicable Margin shall be the lowest margins set forth above. The
Applicable Margin will be set or reset quarterly on the date which is ten
Business Days following the date of receipt by the Administrative Agent of the
financial statements referred to in Section 6.03(a) or Section 6.03(b) hereof,
as applicable, together with a certificate of the Chief Financial Officer of the
Company certifying the ratio of Consolidated Indebtedness to Consolidated EBITDA
and setting forth the calculation thereof in reasonable detail; provided, however, if any such
financial statement and certificate are not received by the Administrative Agent
within the time period required pursuant to Section 6.03(a) or Section 6.03(b)
hereof, as the case may be, the Applicable Margin will be set or reset, unless
the rate of interest specified in Section 3.01(c) hereof is in effect, at a rate
determined based on a ratio of Consolidated Indebtedness to
Consolidated  EBITDA of greater than [*] from the date such
financial statement and certificate were due until the date which is ten
Business Days following the receipt by the Administrative Agent of such
financial statements and certificate, and provided, further, that the
Lenders shall not in any way be deemed to have waived any Default or Event of
Default, including, without limitation, an Event of Default resulting from the
failure of the Company to comply with Section 7.12 of this Agreement, or any
rights or remedies hereunder or under any other Loan Document in connection with
the foregoing proviso.  During the occurrence and continuance of an
Event of Default, no downward adjustment, and only upward adjustments, shall be
made to the Applicable Margin.

     

     

    “Assignment
and Acceptance Agreement” shall mean an Assignment and Acceptance entered into
by a Lender and an assignee and accepted by the Administrative Agent, in the
form attached hereto as Exhibit D or any other form approved by the
Administrative Agent.

     

     

    “Available
Revolving Credit Commitment” shall mean, on the date of
determination,  the Total Revolving Credit Commitment, reduced by the
then Aggregate Outstandings.

     

    __________________________________

    
       

    

    
      
        
          Note:
Redacted portions have been marked with [*]. The redacted portions are subject
to a request for confidential treatment that has been submitted to the
Securities and Exchange Commission.

        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Borrowing
Date” shall mean, with respect to any Loan, the date specified in any notice
given pursuant to Section 2.01 on which such Loan is disbursed to the
Company.

     

     

    “Business
Day” shall mean (a) any day not a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required by law to
close, and (b) as it relates to any payment, determination, funding or notice to
be made or given in connection with any Adjusted Libor Loan, any day specified
in clause (a) on which trading is carried on by and between banks in Dollar
deposits in the London interbank eurodollar market.

     

     

    “Capital
Lease” shall mean (i) any lease of property, real or personal, if the then
present value of the minimum rental commitment thereunder should, in accordance
with Generally Accepted Accounting Principles, be capitalized on the balance
sheet of the lessee, and (ii) any other such lease the obligations of which are
required to be capitalized on the balance sheet of the lessee.

     

     

    “Cash
Collateral” shall mean a deposit by the Company made in immediately available
funds to a cash collateral account at the Administrative Agent and the taking of
all action required to provide the Administrative Agent, for the ratable benefit
of the Lenders, a first priority perfected security interest in such
deposit.

     

     

    “Change
of Control” shall mean any event which results in (i) any Person, or two or more
Persons acting in concert, acquiring beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of securities of the
Company (or other securities convertible into such securities) representing 50%
or more of the combined voting power of all securities of the Company entitled
to vote in the election of directors; or (ii) the individuals who, as of the
Closing Date, constitute the Board of Directors of the Company, together with
those who first become directors subsequent to such date, ceasing for any reason
to constitute a majority of the members of the Board of Directors of the
Company, provided the
recommendation, election or nomination for election to the Board of Directors of
such subsequent directors was approved by a vote of at least a majority of the
directors then still in office who were either directors as of the Closing Date
or whose recommendation, election or nomination for election was previously so
approved.

     

     

    “Chief
Financial Officer” shall mean the Chief Financial Officer of the Company or if
there is no Chief Financial Officer, such other Executive Officer as is
appropriate.

     

     

    “Closing
Date” shall mean June 24, 2009.

     

     

    “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to
time.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Commercial
Letter of Credit” shall mean any commercial letter of credit issued for the
account of a Person for the purpose of providing the primary payment mechanism
in connection with the purchase of materials, goods, or services by such
Person.

     

     

    “Commercial
Letter of Credit Commitment” shall mean the obligation of the Issuing Lender to
issue Commercial Letters of Credit on the terms herein described in an aggregate
amount up to $10,000,000.

     

     

    “Commitments”
shall mean, collectively, the Revolving Credit Commitment, the Standby Letter of
Credit Commitment and the Commercial Letter of Credit Commitment.

     

     

    “Commitment
Proportion” shall mean, with respect to each Lender at the time of
determination, the ratio, expressed as a percentage, which such Lender’s
Commitments bear to the Total Commitment or, if the Commitments have expired or
have been terminated, the ratio, expressed as a percentage, which (a) the sum of
aggregate Loans advanced by such Lender, plus such Lender’s pro rata share of
the Aggregate Letters of Credit Outstanding to (b) the Aggregate Outstandings at
such time; provided that in the case of Section 2.20 when a Defaulting Lender
shall exist, “Commitment Proportion” shall mean the percentage of the Total
Commitments (disregarding the Defaulting Lender’s Commitment) represented by
such Lender’s Commitments.

     

     

    “Company”
shall have the meaning set forth in the preamble hereto.

     

     

    “Consolidated”
shall mean, as applied to any financial or accounting term, such term determined
on a consolidated basis in accordance with Generally Accepted Accounting
Principles for the Company and its Subsidiaries.

     

     

    “Consolidated
EBITDA” shall mean, on any date of determination, Consolidated Net Income
(whether income or loss) for such period, plus the sum, without duplication, of
(a) Consolidated Interest Expense, (b) depreciation and amortization expenses or
charges and other non-cash charges and expenses (including non-cash compensatory
expenses related to restricted stock, stock-option grants and stock appreciation
rights), and (c) all income taxes to any government or governmental
instrumentality expensed on the Company’s and any Subsidiary’s books (whether
paid or accrued), minus all extraordinary gains, in each case, determined on a
Consolidated basis for the Company and its Subsidiaries in accordance with
Generally Accepted Accounting Principles applied on a consistent
basis.  All of the foregoing categories shall be calculated (without
duplication) over the four fiscal quarters ending on or most recently ended
prior to the date of determination thereof.

     

     

    “Consolidated
Funded Debt” shall mean the sum of all Indebtedness of the Company and its
Subsidiaries having an original maturity of one year or more, including all
Subordinated Debt, as determined on a Consolidated basis, in accordance with
Generally Accepted Accounting Principles applied on a consistent
basis.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Consolidated
Interest Expense” shall mean the Consolidated interest expense of the Company
and its Subsidiaries, determined in accordance with Generally Accepted
Accounting Principles, applied on a consistent basis.

     

     

    “Consolidated
Net Income” shall mean, for any period, the net income (or net loss) of the
Company and its Subsidiaries on a Consolidated basis for such period determined
in accordance with Generally Accepted Accounting Principles, applied on a
consistent basis.

     

     

    “Consolidated
Total Indebtedness” shall mean the Indebtedness of the Company and its
Subsidiaries on a Consolidated basis.

     

     

    “Consolidated
Unfunded Capital Expenditures” shall mean for the Company and its Subsidiaries
on a Consolidated basis, capital expenditures which are not financed with the
proceeds of any Indebtedness.

     

     

    “Convertible
Notes” shall mean $200,000,000 of the Company’s 3% Convertible Senior Notes, due
2029.

     

     

    “Default”
shall mean any condition or event which upon notice, lapse of time or both would
constitute an Event of Default.

     

     

    “Default
Excess” shall mean with respect to any Defaulting Lender, the excess, if any, of
such Defaulting Lender’s pro rata share of the aggregate outstanding principal
amount of Loans of all Lenders (calculated as if all Defaulting Lenders
(including such Defaulting Lender) had funded its pro rata share of Loans) over
the aggregate outstanding principal amount of all Loans of such Defaulting
Lender.

     

     

    “Defaulting
Lender” shall mean any Lender, as determined by the Administrative Agent, that
has (a) failed to fund any portion of its Revolving Credit Loans or
participations in Letters of Credit  within three Business Days of the
date required to be funded by it hereunder, (b) notified the Company, the
Administrative Agent, the Issuing Bank or any Lender in writing that it does not
intend to comply with any of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it
commits to extend credit, (c) failed, within three Business Days after request
by the Administrative Agent, to confirm that it will comply with the terms of
this Agreement relating to its obligations to fund prospective Revolving Credit
Loans and participations in then outstanding Letters of Credit, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the
date when due, unless the subject of a good faith dispute, or (e) (i) become or
is insolvent or has a parent company that has become or is insolvent or (ii)
become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval or of
acquiescence in any such proceeding or appointment or 

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

      has a
parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or
appointment.

    

     

     

    “Default
Period” shall mean with respect to any Defaulting Lender, the period commencing
on the date of the applicable Lender Default and ending on the earliest of the
following dates:  (i) the date on which all Commitments are cancelled
or terminated and/or the Obligations are declared or become immediately due and
payable, (ii) the date on which (a) the Default Excess with respect to such
Defaulting Lender shall have been reduced to zero and (b) such Defaulting Lender
shall have delivered to the Company and the Administrative Agent a written
reaffirmation of its intention to honor its obligations hereunder with respect
to its Commitments and (iii) the date on which the Company, the Administrative
Agent and the Required Lenders waive all Lender Defaults of such Defaulting
Lender in writing.

     

     

    “Dollar”
and the symbol “$” shall mean lawful currency of the United States of
America.

     

     

    “Domestic
Subsidiary” shall mean any Subsidiary of the Company or any Guarantor organized
under the laws of any state of the United States of America or the District of
Columbia.

     

     

    “Eligible
Investments” shall mean (a) direct obligations of the United States of America
or any government agency thereof, including bank issued securities guaranteed by
the Federal Deposit Insurance Corporation under the terms of the Temporary
Liquidity Guarantee Facility, provided that such obligations mature within [*] of the date of acquisition
thereof, and that the weighted average maturity of such securities does not
exceed [*] from the date
of acquisition thereof; or (b) U.S. Dollar denominated certificates of deposit
issued by any bank organized and existing under the laws of the United States or
any state thereof and having aggregate capital and surplus in excess of [*], provided that such
obligations mature within [*]
of the date of acquisition thereof, and that the weighted average
maturity of such securities does not exceed [*] from the date of acquisition
thereof; or (c) money market mutual funds having assets in excess of [*]; or (d) commercial paper,
bonds or debentures issued by any Lender or any corporation organized and
existing under the laws of the United States or any state thereof and having
short term ratings no lower than either P-1 from Moody’s Investors Service, Inc.
or A-1 from Standard & Poor’s Ratings Group, or long term ratings no lower
than either Aa3 from Moody’s Investors Service, Inc. or AA- from Standard &
Poor’s Ratings Group, provided that such
obligations mature within [*] of the date of acquisition
thereof, and that the weighted average maturity of such securities does not
exceed one year from the date of acquisition thereof; or (e) securities issued
by any State or political subdivision of the United States, having long term
ratings no lower than either Aa3 from Moody’s Investors Service, Inc. or AA-
from Standard & Poor’s Ratings Group, provided that such
obligations mature within [*] of the date of acquisition


     

    
      __________________________________

    

     

    
      
        
          Note:
Redacted portions have been marked with [*]. The redacted portions are subject
to a request for confidential treatment that has been submitted to the
Securities and Exchange Commission.

        

      

      
        7

        
          

        

      

      
        
        

      

       

      thereof,
and that the weighted average maturity of such securities does not exceed [*] from the date of acquisition
thereof.

    

     

     

    “Environmental
Law” shall mean any applicable law, ordinance, rule, regulation, or policy
having the force of law of any Governmental Authority relating to pollution or
protection of the environment or to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials,
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et
seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C.
Sections 1801, et seq.), the Resource Conservation and Recovery Act, as amended
(42 U.S.C. Sections 6901, et seq.) and the rules and regulations promulgated
pursuant thereto.

     

     

    “Equity
Securities” shall mean equity securities of the Company, including any
securities convertible into equity securities of the Company.

     

     

    “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time.

     

     

    “ERISA
Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which
together with the Company or any Affiliate would be deemed to be a member of the
same “controlled group” within the meaning of Section 414(b), (c), (m) or (o) of
the Code.

     

     

    “Eurocurrency
Reserve Requirement” shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the
aggregate (without duplication) of the rates (expressed as a decimal) of reserve
requirements in effect on such day (including, without limitation, basic,
supplemental, marginal and emergency reserves, under any regulations of the
Board of Governors of the Federal Reserve System or any other Governmental
Authority having jurisdiction with respect thereto) as from time to time in
effect, dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as “eurocurrency liabilities” in Regulation D) maintained
by any Lender.  For purposes hereof each Adjusted Libor Loan shall be
deemed to constitute a “eurocurrency liability” as defined in Regulation D, and
subject to the reserve requirements of Regulation D, without benefit of credit
or proration, exemptions or offsets which might otherwise be available to any
Lender from time to time under Regulation D.

     

     

    “Event of
Default” shall have the meaning set forth in Article VIII.

     

    
      __________________________________

    

     

    
      
        
          
            Note:
Redacted portions have been marked with [*]. The redacted portions are subject
to a request for confidential treatment that has been submitted to the
Securities and Exchange Commission.

          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    “Executive
Officer” shall mean any of the Chief Executive Officer, the President, or the
Chief Financial Officer of the Company and their respective successors, if any,
designated by the Board of Directors of the Company.

     

     

    “Existing
Letters of Credit” shall mean those certain Letters of Credit described on
Schedule V hereto.

     

     

    “Federal
Funds Effective Rate” shall mean, for any day, the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal fund brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
Federal fund brokers of recognized standing selected by the Administrative
Agent.

     

     

    “Fixed
Charge Coverage Ratio” shall mean ratio of (A) Consolidated EBITDA minus
Consolidated Unfunded Capital Expenditures to (B)(i) all payments of principal
on Consolidated Funded Debt except for any Indebtedness that is paid in
connection with a Permitted Acquisition provided that such Indebtedness is paid
prior to or simultaneously with such Permitted Acquisition plus (ii) cash
interest paid on a Consolidated basis plus (iii) cash taxes paid on a
Consolidated basis plus (iv) the aggregate of cash dividends paid plus (v)
consideration paid by the Company to repurchase Equity Securities in excess of
$50,000,000 during the term of this Agreement.  All of the foregoing
categories shall be calculated (without duplication) over the four fiscal
quarters ended on or most recently ended prior to the date of determination
thereof.

     

     

    “Foreign
Lender” shall have the meaning set forth in Section 3.09 hereof.

     

     

    “Generally
Accepted Accounting Principles” or “GAAP” shall mean those generally accepted
accounting principles in the United States of America, as in effect from time to
time.

     

     

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

     

     

    “Guarantors”
shall mean, collectively, each Domestic Subsidiary of the Company, including,
but not limited to, Comtech Antenna Systems, Inc., Comtech Systems, Inc.,
Comtech EFData Corp., Comtech PST Corp., Comtech Mobile Datacom Corporation,
Comtech AHA Corp., Comtech Xicom Technology, Inc., Comtech Tiernan Video Inc.,
Comtech AeroAstro, Inc., ARMER Communications Engineering Services, Inc.,
Comtech Communications Corp., Comtech Systems International, Inc., Comtech Tolt
Technologies, Inc. and Tiernan Radyne Comstream, Inc. and each other Domestic
Subsidiary of the Company and each Guarantor who, from time to time hereafter,
is required to execute a joinder to the Guaranty in accordance with


     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

      Section
6.12 hereof; provided such
Domestic Subsidiary’s status as a Guarantor shall be effective as of the date of
such execution.

    

     

     

    “Guaranty”
shall mean the Guaranty in the form attached hereto as Exhibit C to be executed
and delivered by each Guarantor on the Closing Date and thereafter by any
Domestic Subsidiary of the Company and any Guarantor required to deliver a
Guaranty pursuant to Section 6.12 hereof, as the same may hereafter be amended,
restated, supplemented or otherwise modified from time to time.

     

     

    “Hazardous
Materials” shall mean any explosives, radioactive materials, or other materials,
wastes, substances, or chemicals regulated as toxic hazardous or as a pollutant,
contaminant or waste under any applicable Environmental Law.

     

     

    “Hedging
Agreement” shall mean any interest rate swap, collar, cap, floor or forward rate
agreement or other agreement regarding the hedging of interest rate risk
exposure executed in connection with hedging the interest rate exposure of the
Company and any confirming letter executed pursuant to such agreement, all as
amended, supplemented, restated or otherwise modified from time to
time.

     

     

    “Highest
Lawful Rate” means the maximum lawful interest rate, if any, that at any time or
from time to time may be contracted for, charged, or received under the laws
applicable to any Lender which are presently in effect or, to the extent allowed
by law, under such applicable laws which may hereafter be in effect and which
allow a higher maximum nonusurious interest rate than applicable laws now
allow.

     

     

    “Increase
Date” shall have the meaning set forth in Section 2.04 hereof.

     

     

    “Indebtedness”
shall mean, without duplication, as to any Person or Persons (a) indebtedness
for borrowed money including, without limitations, indebtedness arising
hereunder and indebtedness evidenced by the Convertible Notes; (b) indebtedness
for the deferred purchase price of property or services; (c) indebtedness
evidenced by bonds, debentures, notes or other similar instruments; (d)
obligations and liabilities secured by a Lien upon property owned by such
Person, whether or not owing by such Person and even though such Person has not
assumed or become liable for the payment thereof; (e) obligations and
liabilities of the types described in clauses (a) through (d) above, directly or
indirectly, guaranteed by such Person; (f) obligations or liabilities created or
arising under any conditional sales contract or other title retention agreement
with respect to property used and/or acquired by such Person; (g) the
capitalized portion of obligations of such Person as lessee under Capital
Leases; (h) net liabilities of such Person under Hedging Agreements and foreign
currency exchange agreements, as calculated in accordance with accepted
practice; (i) all obligations of such Person in respect of Letters of Credit and
(j) all obligations, contingent or otherwise of such Person as an account party
or applicant in respect of letters of credit created for the account of such
Person.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Indenture”
shall mean the Indenture, dated as of May 8, 2009 between the Company and The
Bank of New York Mellon, as Trustee for the holders of the Convertible
Notes.

     

     

    “Interest
Payment Date” shall mean (a) as to any Adjusted Libor Loan the first day of each
calendar month, commencing July 1, 2009, and the last day of the Interest Period
applicable thereto; (b) as to any Alternate Base Rate Loan, the first day of
each calendar month commencing July 1, 2009; and (c) as to any Loan, on the date
such Loan is paid in full or in part.

     

     

    “Interest
Period” shall mean with respect to any Adjusted Libor Loan:

     

     

    (a)           initially,
the period commencing on the date such Adjusted Libor Loan is made and ending
one, two or three months thereafter, as selected by the Company in its notice of
borrowing or in its notice of conversion from Alternate Base Rate Loan in each
case, in accordance with the terms of Articles II and III hereof;
and

     

     

    (b)           thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Adjusted Libor Loan and ending one, two or three months
thereafter, as selected by the Company by irrevocable written notice to the
Administrative Agent not later than 11:00 a.m. New York, New York time three
Business Days prior to the last day of the then current Interest Period with
respect to such Adjusted Libor Loan and the Administrative Agent shall promptly
notify each of the Lenders of such notice; provided, however, that all of
the foregoing provisions relating to Interest Periods are subject to the
following:

     

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

     

    (ii)          if
the Company shall fail to give notice as provided in clause (b) above, the
Company shall be deemed to have requested conversion of the affected Adjusted
Libor Loan to an Alternate Base Rate Loan on the last day of the then current
Interest Period with respect thereto;

     

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

     

    (iv)         no
more than three (3) Interest Periods for each of the Revolving Credit Loans may
exist at any one time; and

     

    (v)          the
Company shall select Interest Periods so as not to require a payment or
prepayment of any Adjusted Libor Loan during an Interest Period for such
Adjusted Libor Loan.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Issuing
Lender” shall mean the Administrative Agent, in its capacity as the issuer of
Letters of Credit hereunder or its successor Issuing Lender permitted pursuant
to Section 2.03(e) hereof.

     

     

    “LC
Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.

     

     

    “LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all
LC Disbursements that have not yet been reimbursed by or on behalf of the
Company at such time.  The LC Exposure of any Lender at any time shall
be its Commitment Proportion of the total LC Exposure at such time.

     

     

    “Lender
Default” shall mean any of the events or circumstances identified in clauses (a)
through (e) of the definition of “Defaulting Lender”.

     

     

    “Lenders”
shall have the meaning set forth in the preamble hereto.

     

     

    “Lending
Office” shall mean, for each Lender, the office specified under such Lender’s
name on the signature pages hereof with respect to each Type of Loan, or such
other office as such Lender may designate in writing from time to time to the
Company and the Administrative Agent with respect to such Type of
Loan.

     

     

    “Letter
of Credit” shall mean any Commercial Letter of Credit or Standby Letter of
Credit issued by the Issuing Lender for the account of a Letter of Credit Party,
or any of them, pursuant to the terms of this Agreement.

     

     

    “Letter
of Credit Party” shall mean the Company or any Guarantor.

     

     

    “Lien”
shall mean any mortgage, pledge, security interest, hypothecation, assignment,
deposit arrangement, encumbrance, or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention agreement, any
Capital Lease and any financing lease having substantially the same economic
effect as any of the foregoing).

     

     

    “Loan
Documents” shall mean, collectively, this Agreement, the Notes, the
Guaranties, the
Pledge Agreements, the Hedging Agreements and each other agreement executed in
connection with the transactions contemplated hereby or thereby, as each of the
same may hereafter be amended, restated, supplemented or otherwise modified from
time to time.

     

     

    “Loans”
shall mean, collectively, the Revolving Credit Loans.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Material
Adverse Effect” shall mean a material adverse effect upon (a) the business,
operations, property or condition (financial or otherwise) of the Company or any
Guarantor, or (b) the ability of the Company or any Guarantor to perform in any
material respect any material obligations under any Loan Document to which it is
a party.

     

     

    “Material
Non-Domestic Subsidiary” shall mean any Non-Domestic Subsidiary which has total
assets in excess of $1,000,000.

     

     

    “Non-Defaulting
Lender” shall have the meaning set forth in Section 3.13 hereof.

     

     

    “Non-Domestic
Subsidiary” shall mean any Subsidiary of the Company or any Guarantor which is
not a Domestic Subsidiary.

     

     

    “Non-Excluded
Taxes” shall have the meaning set forth in Section 3.09 hereof.

     

     

    “Notes”
shall mean, collectively, the Revolving Credit Notes.

     

     

    “Obligations”
shall mean all obligations, liabilities and indebtedness of the Company and the
Guarantors to the Lenders, the Issuing Lender and the Administrative Agent,
whether now existing or hereafter created, absolute or contingent, direct or
indirect, due or not, whether created directly or acquired by assignment or
otherwise, including, without limitation, all obligations, liabilities and
indebtedness of the Company and the Guarantors arising under this Agreement, the
Notes or any other Loan Document including, without limitation, all obligations,
liabilities and indebtedness of the Company with respect to the principal of and
interest on the Loans, reimbursement of Letters of Credit, obligations under any
Hedging Agreement, and all fees, costs, expenses and indemnity obligations of
the Company and the Guarantors hereunder or under any other Loan Document
(including the payment of amounts that would become due but for the operation of
the automatic stay under Section 362(a) of the United States Bankruptcy Code,
and interest that, but for the filing of  petition in bankruptcy with
respect to the Company or any Guarantor, would accrue on such obligations,
whether or not a claim is allowed against the Company or such Guarantor for such
interest in the related bankruptcy proceeding.

     

     

    “Participant”
shall have the meaning set forth in Section 10.05 hereof.

     

     

    “Payment
Office” shall mean the Administrative Agent’s office located at 730 Veterans
Memorial Highway, Hauppauge, New York 11788, or such other office hereinafter
designated by the Administrative Agent as its Payment Office.

     

     

    “PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to
Section 4002 of ERISA, or any successor thereto.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Permitted
Acquisition” shall mean (x) any acquisition (whether by merger or otherwise)
(including, for the avoidance of doubt, any acquisition effected by a merger,
consolidation or share exchange pursuant to which the Company is party but is
not the continuing or surviving Person (hereinafter referred to as a “Permitted Reverse
Acquisition”) so long as (i) the holders of all classes of common equity
of the Company immediately prior to any such acquisition own, directly or
indirectly, more than 50% of all classes of common equity of the continuing or
surviving Person (or the parent thereof) immediately after such acquisition is
consummated (for purposes of making this determination any options, convertible
securities or other instruments of the surviving entity which are convertible
into common equity of the surviving Person shall be deemed to have been so
converted), (ii) the Company executes and causes the surviving Person to execute
any and all such documentation related to the Loan Documents as are reasonably
requested by the Administrative Agent to confirm the continued validity of the
Loan Documents and Liens in favor of the Administrative Agent and the Lenders
(including, but not limited to, delivery of a legal opinion confirming that the
Loan Documents are valid and binding obligations of any Person which is the
surviving Person of a Permitted Reverse Acquisition), (iii) agrees to reimburse
the Administrative Agent for its reasonable out of pocket costs and expenses
incurred in connection with the Permitted Reverse Acquisition, (iv) the
Permitted Reverse Acquisition does not result in a Change of Control, (v) the
individuals who, immediately prior to the consummation of the Permitted Reverse
Acquisition, constitute a majority of the Board of Directors of the Company,
shall continue to constitute a majority of the Board of Directors after giving
effect to the consummation of the Permitted Reverse Acquisition and (vi) the
continuing or surviving Person is organized in the state of Delaware by the
Company or any Guarantor of 50% or more of the outstanding capital stock,
membership interests, partnership interests or other similar ownership interests
of a Person which is engaged in a line of business similar to the business (or
reasonable extensions thereof or incidental thereto) of the Company or such
Guarantor, whether by merger or otherwise, or (y) the purchase of all or
substantially all of the assets owned by a Person or the purchase of a division,
business unit or product line of a Person; provided in each case
of (x) and (y), (a) the Lenders shall have received, simultaneously with the
closing of such Permitted Acquisition, those documents required to be delivered
pursuant to Section 6.12 hereof; (b) the Lenders shall have received evidence
reasonably satisfactory to them that the shares or other interests in the
Person, or the assets of the Person, which is the subject of the Permitted
Acquisition are, or will promptly following the closing of such Permitted
Acquisition be, free and clear of all Liens, except Permitted Liens, including,
without limitation, with respect to the acquisition of shares or other equity
interests, free of any restrictions on transfer other than restrictions
applicable to the sale of securities under federal and state securities laws and
regulations generally; (c) the Lenders shall have received not less than five
(5) Business Days preceding the closing of such Permitted Acquisition, the
material documentation governing the proposed acquisition, including, without
limitation, the purchase agreement with respect thereto and the documentation
evidencing and governing the terms of any Subordinated Indebtedness permitted
pursuant to Section 7.01(i) which is incurred in connection therewith, together
with such other additional documentation or information with respect to the
proposed acquisition as the Lenders may reasonably require; (d) no Default or
Event of Default shall have occurred and be continuing immediately prior to or
would occur after giving effect to the acquisition on a pro forma basis and,
prior to the closing of any such acquisition, the Lenders shall have received
projections and pro forma financial statements showing that no Default or Event
of Default is reasonably likely to occur after giving effect to and as a result
of such acquisition; (e) the acquisition has either (i) been approved by the
Board of Directors or other governing body of the Person which is the subject of
the acquisition or (ii) 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

      been
recommended for approval by the Board of Directors or other governing body of
such Person to the shareholders or other members of such Person and subsequently
approved by the shareholders or such members if shareholder or such member
approval is required under applicable law or the by-laws, certificate of
incorporation or other governing instruments of such Person; (f) prior to the
closing of any such acquisition, the Company shall have delivered evidence to
the Lenders that, on a pro forma basis, (i) the
Company will be in compliance with the financial condition covenants of Section
7.12 hereof upon completion of such acquisition; and (g) the Lenders
shall have received at least three (3) years of historical financial statements
of such Person, division, business unit or product line (or, if such Person,
division, business unit or product line has been in business or existence, as
applicable, for less than three (3) years, financial statements for such lesser
number of years, or, if no such historical financial statements exist or are
available all written information as has been provided to the Company in
connection with such acquisition) and a set of projections setting forth in
reasonable detail (with those stated assumptions set forth below) the pro forma
effect of such acquisition and demonstrating the Company’s ability to comply
with all covenants set forth in this Agreement for the four (4) fiscal quarters
following the acquisition; (h) not more than [*] Permitted Acquisitions may
be consummated during any rolling twelve month period during the term of this
Agreement and not more than [*] acquisitions may be
consummated prior to the Revolving Credit Commitment Termination
Date.  For purposes of determining how many Permitted Acquisitions
have been consummated only, Permitted Acquisitions involving an aggregate
purchase price (i.e., the sum of (a) cash consideration paid, (b) the aggregate
amount of Indebtedness assumed by the Company or any of its Subsidiaries in
connection with such acquisition and (c) the maximum amount of any cash
“earn-out” to be paid by the Company or its Subsidiaries in connection
therewith) of less than [*] shall not be
included.  The projections to be delivered hereunder with respect to
any Permitted Acquisition shall include and specify the assumptions used to
prepare such projections regarding growth of sales, margins on sales and cost
savings resulting from such acquisition.

    

     

     

    “Permitted
Liens” shall mean the Liens specified in clauses (a) through (t) of Section 7.02
hereof.

     

     

    “Person”
shall mean any natural person, corporation, limited liability company, limited
liability partnership, business trust, joint venture, association, company,
partnership, unincorporated trade or business enterprise or Governmental
Authority.

     

     

    “Plan”
shall mean any multi-employer or single-employer plan defined in Section 4001 of
ERISA, which covers, or at any time during the five calendar years preceding the
date of this Agreement covered, employees of the Company, any Guarantor or an
ERISA Affiliate on account of such employees’ employment by the Company, any
Guarantor or an ERISA Affiliate.

     

    
      __________________________________

    

     

    
      
        
          Note:
Redacted portions have been marked with [*]. The redacted portions are subject
to a request for confidential treatment that has been submitted to the
Securities and Exchange Commission.

        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Pledge
Agreement” shall mean (a) with respect to the Company, the Pledge Agreement
substantially in the form attached hereto as Exhibit B-1, (b) with respect to
each Guarantor, as applicable, the Pledge Agreement substantially in the form
attached hereto as Exhibit B-2, each to be executed and delivered on the Closing
Date pursuant to Section 5.01 hereof and, thereafter, by any Guarantor which is
the direct holder of capital stock of any Non-Domestic Subsidiary of the Company
or any Guarantor who is required to execute the same pursuant to Section 6.12
hereof, as each of the same may hereafter be amended, restated, supplemented or
otherwise modified from time to time.

     

     

    “Prime
Rate” shall mean the rate per annum announced by the Administrative Agent from
time to time as its prime rate in effect at its principal office, each change in
the Prime Rate shall be effective on the date such change is announced to become
effective.  The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate of interest being charged by the
Administrative Agent to any customer.

     

     

    “Purchasing
Lender” shall have the meaning set forth in Section 10.05(c)
hereof.

     

     

    “Regulation
D” shall mean Regulation D of the Board of Governors of the Federal Reserve
System as the same may be amended or supplemented from time to
time.

     

     

    “Reportable
Event” shall mean an event described in Section 4043(c) of ERISA with respect to
a Plan subject to Title IV of ERISA as to which the 30 day notice requirement
has not been waived by the PBGC.

     

     

    “Required
Lenders” shall mean Lenders owed fifty-one percent (51%) of the aggregate unpaid
principal amount of the Aggregate Outstandings, or if there are no Aggregate
Outstandings, Lenders having fifty-one percent (51%) of the Total
Commitments.  Notwithstanding the foregoing, if at any time, there are
two or fewer Lenders party to this Agreement, the term “Required Lenders” shall
mean all Lenders.

     

     

    “Reserve
Adjusted Libor” shall mean, with respect to the Interest Period pertaining to an
Adjusted Libor Loan, a rate per annum equal to the product (rounded upwards to
the next higher 1/16 of one percent) of (a) the rate per annum as determined on
the basis of the offered rates for deposits in U.S. Dollars, for a period of
time comparable to such Adjusted Libor Loan which appears on Telerate Page 3750
as of 11:00 a.m. London time on the day that is two Business Days preceding the
first day of the Interest Period of such Adjusted Libor Loan, multiplied by (b)
the Eurocurrency Reserve Requirement.

     

     

    If the
rate described in clause (a) above does not appear on the Telerate system on any
applicable interest determination date, then the rate described in clause (a)
shall be determined by reference to the rate for deposits in Dollars of an
amount equal to the amount of the proposed Adjusted Loan for a period
substantially equal to the Interest Period on the Reuters Page “LIBO” (or such
other page as may replace the LIBO Page on that service for the purpose of
displaying 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      such
rates), as of 11:00 a.m. (London Time) on the date that is three Business Days
prior to the beginning of such Interest Period.

    

     

     

    If both
the Telerate and Reuters system are unavailable, then the rate described in
clause (a) for that date will be determined on the basis of the offered rates
for deposits in Dollars for a period of time comparable to such applicable
Interest Period which are offered by four major banks selected by the
Administrative Agent in the London interbank market at approximately 11:00 a.m.
(London time) on the day that is three Business Days preceding the first day of
such Interest Period.  The principal London office of each of the four
major banks will be requested to provide a quotation of its Dollar deposit
offered rate.  If at least two such quotations are provided, the rate
described in clause (a) for that date will be the arithmetic mean of the
quotations.  If fewer than two quotations are provided as requested,
the rate described in clause (a) for that date will be determined on the basis
of the rates quoted for loans in Dollars to leading European banks for a period
of time comparable to such Interest Period offered by major banks in New York,
New York at approximately 11:00 a.m. (New York, New York time) on the day that
is three Business Days preceding the first day of such Interest
Period.  In the event that the Administrative Agent is unable to
obtain any such quotation as provided above, it will be deemed that Reserve
Adjusted Libor pursuant to an Adjusted Libor Loan cannot be
determined.

     

     

    “Revolver
Increase” shall have the meaning set forth in Section 2.04 hereof.

     

     

    “Revolving
Credit Commitment” shall mean, with respect to each Lender, the obligation of
such Lender to make Revolving Credit Loans to the Company and to acquire
participations in Letters of Credit issued hereunder, in an aggregate amount not
to exceed the amount set forth opposite such Lender’s name on the signature
pages hereof under the caption Revolving Credit Commitment, as such amounts may
be adjusted in accordance with the terms of this Agreement.

     

     

    “Revolving
Credit Commitment Period” shall mean the period from and including the Closing
Date to, but not including, the Revolving Credit Commitment Termination Date or
such earlier date as the Revolving Credit Commitment to extend Revolving Credit
Loans shall terminate as provided herein.

     

     

    “Revolving
Credit Commitment Termination Date” shall mean June 24, 2012; provided, however, that the
Revolving Credit Commitment Termination Date shall be extended to June 24, 2014
at the request of the Company and the approval of the Administrative Agent and
all the Lenders (it being acknowledged and agreed that neither the
Administrative Agent nor any Lender has agreed to approve any such extension and
shall approve or disapprove any such request in its sole and absolute discretion
based upon, among other things, its own analysis of the business, operations and
financial condition of the Company and then prevailing market
conditions).

     

     

    “Revolving
Credit Loans” shall have the meaning set forth in Section 2.01(a)
hereof.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Revolving
Credit Notes” shall have the meaning set forth in Section 2.02
hereof.

     

     

    “Sale and
Leaseback Transaction” shall have the meaning set forth in Section 7.08
hereof.

     

     

    “Section
2.04 New Lender” shall have the meaning set forth in Section 2.04
hereof.

     

     

    “Segment
Level Basis” shall mean, with respect to consolidating statements of cash flows
delivered by the Company pursuant to Sections 6.03(a) and (b) hereof, cash flow
statements prepared on a pro forma basis, consistent with the methodology
currently used by the Company to prepare consolidating statements of cash flows,
which presentation may not be in conformity with GAAP.

     

     

    “Solvent”
shall mean with respect to any Person as of the date of determination thereof
that (a) the amount of the “present fair saleable value” of the assets of such
Person will, as of such date, exceed the amount of all “liabilities of such
Person, contingent or otherwise,” as of such date, as such quoted terms are
determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair saleable value
of the assets of such Person will, as of such date, be greater than the amount
that will be required on its debts as such debts become absolute and matured in
accordance with their terms (including, without limitation, terms related to
default or acceleration), (c) such Person will not have as of such date, an
unreasonably small amount of capital with which to conduct its business and (d)
such Person will be able to pay its debts as they mature in each case after
giving effect to any right of indemnification and contribution of such Person
from or to any Affiliate.

     

     

    “Standby
LC Disbursement” shall mean a payment made by the Issuing Lender pursuant to a
Standby Letter of Credit.

     

     

    “Standby
LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Standby Letters of Credit at such time, plus (b) the
aggregate amount of all Standby LC Disbursements that have not yet been
reimbursed by or on behalf of the Company at such time.

     

     

    “Standby
Letter of Credit” shall mean any letter of credit issued to support an
obligation of a Person and which may be drawn on only upon the failure of such
Person to perform such obligation or other contingency.

     

     

    “Standby
Letter of Credit Commitment” shall mean the obligation of the Issuing Lender to
issue Standby Letters of Credit on the terms herein described in an aggregate
amount up to $25,000,000.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Subordinated
Indebtedness” or “Subordinated Debt” means Indebtedness of the Borrower, any
Guarantor or any other Person that will become a Guarantor pursuant to a
Permitted Acquisition or a Permitted Reverse Acquisition, that is subordinated
in right of payment and performance to the Revolving Credit Notes.

     

     

    “Subsidiaries”
shall mean with respect to any Person any corporation, association or other
business entity 50% or more of the voting stock or other ownership interests
(including, without limitation, membership interests in a limited liability
company) of which is, at the time, owned or controlled, directly or indirectly,
by such Person or one or more of its Subsidiaries or a combination
thereof.

     

     

    “Telerate
Page 3750” shall mean the display designated as “Page 3750” on the Associated
Press-Dow Jones Telerate Service (or such other page as may replace Page 3750 on
the Associated Press-Dow Jones Telerate Service or such other service as may be
nominated by the British Bankers’ Association as the information vendor for the
purpose of displaying British Bankers’ Association interest settlement rates for
Dollar deposits).  Each Reserve Adjusted Libor rate based on the rate
displayed on Telerate Page 3750 shall be subject to corrections, if any, made in
such rate and displayed by the Associated Press-Dow Jones Telerate Service
within one hour of the time when such rate is first displayed by such
service.

     

     

    “Total
Commitment” shall mean, at any time, the aggregate of the Commitments in effect
at such time which, initially, shall be $100,000,000.

     

     

    “Total
Revolving Credit Commitment” shall mean, at any time, the aggregate of the
Revolving Credit Commitments in effect at such time, which, initially shall be
$100,000,000.

     

     

    “Type”
shall mean as to any Loan its status as an Alternate Base Rate Loan or an
Adjusted Libor Loan.

     

     

    “UCP”
shall mean the International Chamber of Commerce Uniform Customs and Practice
for Documentary Credits, 1993 Revision, ICC Publication No. 500 or any successor
publication thereof.

     

     

    “Unfunded
Current Liability” of any Plan subject to Title IV of ERISA or Section 412 of
the Code shall mean the amount, if any, by which the present value of the
accrued benefits under the Plan as of the close of its most recent plan year
exceeds the fair market value of the assets allocable thereto, determined in
accordance with Section 412 of the Code.

     

     

    “Unused
Fee Rate” shall be the rate specified under the heading “Unused Fee Rate” in the
definition of Applicable Margin.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SECTION
1.02. Terms Generally.  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, pronouns
stated in the masculine, feminine or neuter gender shall include the masculine,
feminine and the neuter.  Except as otherwise herein specifically
provided, each accounting term used herein shall have the meaning given to it
under Generally Accepted Accounting Principles.  The term “including”
shall not be limited or exclusive, unless specifically indicated to the
contrary.  The word “will” shall be construed to have the same meaning
in effect as the word “shall”.  The words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a
whole, including the exhibits and schedules hereto and any amendments thereof,
all of which are by this reference incorporated into this
Agreement.

     

     

    ARTICLE
II

    LOANS

     

     

    SECTION
2.01. Revolving
Credit Loans.

     

    (a) Subject
to the terms and conditions, and relying upon the representations and
warranties, set forth herein, each Lender severally agrees to make loans
(individually a “Revolving Credit
Loan” and, collectively, the “Revolving Credit
Loans”) to the Company from time to time during the Revolving Credit
Commitment Period up to, but not exceeding, at any one time outstanding the
amount of its Revolving Credit Commitment; provided, however, that no
Revolving Credit Loan shall be made if, after giving effect to such Revolving
Credit Loan, Aggregate Outstandings would exceed the Total Revolving Credit
Commitment in effect at such time.  During the Revolving Credit
Commitment Period, the Company may from time to time borrow, repay and reborrow
Revolving Credit Loans on or after the date hereof and prior to the Revolving
Credit Commitment Termination Date, subject to the terms, provisions and
limitations set forth herein.  The Revolving Credit Loans may be (i)
Adjusted Libor Loans, (ii) Alternate Base Rate Loans or (iii) a combination
thereof.

     

     

    (b) The
Company shall give the Administrative Agent irrevocable written notice (or
telephonic notice promptly confirmed in writing) not later than 11:00 a.m. New
York, New York time, three Business Days prior to the date of each proposed
Adjusted Libor Loan under this Section 2.01 or prior to 11:00 a.m. New York, New
York time on the date of each proposed Alternate Base Rate Loan under this
Section 2.01.  Such notice shall be irrevocable and shall specify (i)
the amount and Type of the proposed borrowing, (ii) the initial Interest Period
if an Adjusted Libor Loan, (iii) the proposed Borrowing Date and (iv) the
account number into which the proceeds of such Loan shall be
deposited.  Upon receipt of such notice from the Company, the
Administrative Agent shall promptly notify each Lender
thereof.  Except for borrowings which utilize the full remaining
amount of the Total Revolving Credit Commitment, each borrowing of a Alternate
Base Rate Loan shall be in an amount not less than $1,000,000 or, if greater,
whole multiples of $100,000 in excess thereof.  Each borrowing of an
Adjusted Libor Loan shall be in an amount not less than $1,000,000 or whole
multiples of $100,000 in excess thereof.  Funding of all Revolving
Credit Loans shall be made in accordance with Section 3.11 of this
Agreement.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (c) The
Company shall have the right, upon not less than three Business Days’ prior
written notice to the Administrative Agent, to terminate the Total Revolving
Credit Commitment or from time to time to permanently reduce the amount of the
Total Revolving Credit Commitment; provided, however, that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any payments of the Revolving Credit Loans made on the effective date
thereof, the Aggregate Outstandings would exceed the Total Revolving Credit
Commitment as then reduced; provided, further, that any
such termination or reduction requiring prepayment of any Adjusted Libor Loan
shall be made only on the last day of the Interest Period with respect thereto
or on the date of payment in full of all amounts owing pursuant to Section 3.08
hereof as a result of such termination or reduction.  The
Administrative Agent shall promptly notify each Lender of each notice from the
Company to terminate or permanently reduce the amount of the Total Revolving
Credit Commitment pursuant to this Section 2.01(c).  Any such
reduction shall be in the amount of $1,000,000 or whole multiples of $100,000 in
excess thereof, and shall reduce permanently the amount of the Total Revolving
Credit Commitment then in effect and shall reduce each Lender’s Commitments on a
pro rata
basis.

     

     

    (d) The
several agreement of the Lenders to make Revolving Credit Loans pursuant to this
Section 2.01 shall automatically terminate on the Revolving Credit Commitment
Termination Date.  Upon such termination, the Company shall
immediately repay in full the principal amount of the Revolving Credit Loans
then outstanding, together with all accrued interest thereon and all other
amounts due and payable hereunder.

     

     

    SECTION
2.02. Revolving
Credit Note.  The
Revolving Credit Loans made by each Lender shall be evidenced by a promissory
note of the Company (individually a “Revolving Credit
Note” and, collectively, the “Revolving Credit
Notes”), substantially in the form attached hereto as Exhibit A, each
appropriately completed, duly executed and delivered on behalf of the Company
and payable to the order of such Lender in a principal amount equal to the
Revolving Credit Commitment of such Lender.  Each Revolving Credit
Note shall (a) be dated the Closing Date, (b) be stated to mature on the
Revolving Credit Commitment Termination Date and (c) bear interest from the date
thereof until paid in full on the unpaid principal amount thereof from time to
time outstanding as provided in Section 3.01 hereof.  Each Lender is
authorized to record the date, Type and amount of each Revolving Credit Loan and
the date and amount of each payment or prepayment of principal of each Revolving
Credit Loan in such Lender’s records or on the grid schedule annexed to the
Revolving Credit Note; provided, however, that the
failure of a Lender to set forth each such Revolving Credit Loan, payment and
other information shall not in any manner affect the obligation of the Company
to repay each Revolving Credit Loan made by such Lender in accordance with the
terms of its Revolving Credit Note and this Agreement.  The Revolving
Credit Note, the grid schedule and the books and records of each Lender shall
constitute presumptive evidence of the information so recorded absent
demonstrable error.

     

     

    SECTION
2.03. Letters
of Credit.

     

     

    (a) Generally.  Subject
to the terms and conditions set forth in this Agreement, upon the written
request of a Letter of Credit Party in accordance herewith, the Issuing Lender
shall issue at any time during the Revolving Credit Commitment Period with pro
rata participation by all of the Lenders in accordance with their respective
Commitment Proportions for the account of such Letter of Credit Party (i)
Commercial Letters of Credit in an 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

      aggregate
amount not to exceed the Commercial Letter of Credit Commitment and (ii) Standby
Letters of Credit, in an aggregate amount not to exceed the Standby Letter of
Credit Commitment.  Notwithstanding the foregoing, no Letter of Credit
shall be issued if, after giving effect to the same, the Aggregate Outstandings
would exceed the Total Revolving Credit Commitment.  The Company
agrees that it shall be jointly and severally obligated with any other Letter of
Credit Party for all Letters of Credit issued by the Issuing Lender hereunder
regardless of whether the Company is the named account party for such Letter of
Credit.  Notwithstanding anything contained herein to the contrary,
the Issuing Lender shall be under no obligation to issue a Letter of Credit, if
any order, judgment or decree of any court, arbitrator or Governmental Authority
shall purport by its terms to enjoin, restrict or restrain the Issuing
Lender  in any respect relating to the issuance of such Letter of
Credit or a similar letter of credit, or any law, rule, regulation, policy,
guideline or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the Issuing Lender shall prohibit
or direct the Issuing Lender in any respect relating to the issuance of such
Letter of Credit or similar letter of credit, or shall impose upon the Issuing
Lender with respect to any Letter of Credit any restrictions, any reserve or
capital requirement or any loss, cost or expense not reimbursed by the Company
and/or the applicable Letter of Credit Party to the Issuing
Lender.  Each request for issuance of a Letter of Credit shall be in
writing and shall be received by the Issuing Lender by no later than 12:00 noon,
New York, New York time, on the day which is at least two Business Days prior to
the proposed date of issuance.  Such issuance shall occur by no later
than 5:00 p.m. on the proposed date of issuance or creation (assuming proper
prior notice as aforesaid).  Subject to the terms and conditions
contained herein, the expiry date, the type of Letter of Credit (i.e., Commercial
Letter of Credit or Standby Letter of Credit) and the amount and beneficiary of
the Letters of Credit will be as designated by the applicable Letter of Credit
Party.  The Issuing Lender shall notify the Administrative Agent and
the Lenders quarterly of the amounts of all Letters of Credit issued hereunder
and of any extension, reduction, termination or amendment of any Letter of
Credit.  Each Letter of Credit issued by the Issuing Lender hereunder
shall identify: (i) the dates of issuance and expiry of such Letter of Credit,
(ii) the amount of such Letter of Credit (which shall be a sum certain), (iii)
the beneficiary of such Letter of Credit, and (iv) the drafts and other
documents necessary to be presented to the Issuing Lender upon drawing
thereunder.  The Company and each Letter of Credit Party agree to
execute and deliver to the Issuing Lender such further documents and instruments
in connection with any Letter of Credit issued hereunder (including without
limitation, applications therefor) as the Issuing Lender in accordance with its
customary practices may reasonably request.  Each Commercial Letter of
Credit shall expire at or prior to the close of business on the earlier of the
date one year after the date of the issuance of such Commercial Letter of Credit
(or, in the case of any renewal or extension thereof, one year after such
renewal or extension).  Each Standby Letter of Credit shall expire not
later than the close of business on the date four years after the date of
issuance of such Standby Letter of Credit.  Notwithstanding the
foregoing, provided that if the
Letter of Credit Party so requests in any Letter of Credit application, the
Issuing Lender may, in its sole and absolute discretion, agree to issue a
Standby Letter of Credit that has an automatic extension provision which may
permit such Standby Letter of Credit to be extended at Issuing Lender’s option
for up to one additional year at a time and/or expire after the Commitment
Termination Date.  If this Agreement shall terminate, whether upon the
Commitment Termination Date or by reason of the occurrence and continuance of an
Event of Default or otherwise, the Company shall deposit in an account with the
Administrative Agent an amount in cash equal to the Aggregate Letters of Credit
Outstanding as of such date plus any accrued and unpaid interest
thereon.  Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      of the
obligations of the Company under this Agreement.  The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such accounts.

    

     

    (b) Drawings Under Letters of
Credit.  The applicable Letter of Credit Party and the Company
hereby absolutely and unconditionally promise to pay the Issuing Lender not
later than 12:00 noon (New York, New York time) the amount of each drawing under
a Letter of Credit if the Company receives notice of such drawing or payment
prior to 10:00 a.m., New York, New York time, on the date of such drawing, or if
such notice has not been received by the Company prior to such time on such
date, then not later than 12:00 noon, New York, New York time, on the Business
Day immediately following the day that the Company receives such notice; provided, however, that if the
Company fails to make such payment and no Default or Event of Default then
exists or would result therefrom, the Letter of Credit disbursement shall
automatically be financed as an Alternate Base Rate Loan in an equivalent
amount, and, to the extent so financed, the Company’s obligation to make such
payment shall be discharged and replaced by such an Alternate Base Rate
Loan.  If the Company fails to make such payment when due, the Issuing
Lender shall notify each Lender of the amount of the drawing under the
applicable Letter of Credit.  Each Lender agrees that on the first
Business Day after receipt of such notice, it will immediately make available by
no later than 12:00 noon New York, New York time, to the Issuing Lender at its
office located at the Payment Office in immediately available funds, its
Commitment Proportion of such drawing or payment, provided (i) each
Lender’s obligation shall be reduced by its Commitment Proportion of any
reimbursement by the Company in respect of any such drawing pursuant to this
Section 2.03 and (ii) no Lender shall be required to make payments to the
Issuing Lender with respect to a drawing which the Company reimbursed with the
proceeds of a Revolving Credit Loan, as contemplated above, if such Lender fully
funded its Commitment Proportion of such Revolving Credit Loan in accordance
with Section 3.11 hereof.  Any payment made by a Lender pursuant to
this Section 2.03(b) to reimburse the Issuing Lender for any drawing under a
Letter of Credit (other than an Alternate Base Rate Loan as contemplated above)
shall not constitute a Revolving Credit Loan and shall not relieve the Company
of its obligation to reimburse the Issuing Lender for such
drawing.  Each drawing under a Letter of Credit which is not paid on
the same date such drawing is made shall accrue interest, for each day from and
including the date of such drawing to but excluding the date that the Company
reimburses the Issuing Lender in full for such drawing or payment, at the rate
per annum then applicable to Revolving Credit Loans which are Alternate Base
Rate Loans; provided, however, that if the
Company fails to reimburse such drawing or payment when due pursuant to this
paragraph (b), then the Company shall pay to the Issuing Lender interest on the
amount of such drawing or payment at the rate per annum set forth in Section
3.01(c) hereof.  Interest accruing pursuant to the preceding sentence
shall be for the account of the Issuing Lender, except that interest accrued on
and after the date of payment by any Lender pursuant to this Section 2.03(b) to
reimburse the Issuing Lender shall be for the account of such Lender to the
extent of such payment.  The Issuing Lender shall promptly notify the
Administrative Agent of each drawing under a Letter of Credit.

     

     

    (c) Letter
of Credit Obligations Absolute.

     

     

    (i) The
obligation of the Company and of the relevant Letter of Credit Party to
reimburse the Issuing Lender as provided hereunder in respect of drawings under
Letters of Credit shall rank pari passu with the
obligation of the Company to repay the Revolving Credit Loans hereunder, and
shall be absolute and unconditional under any and all circumstances


     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

      subject
to (ii) below.  Without limiting the generality of the foregoing, the
obligation of the Company and of the relevant Letter of Credit Party to
reimburse the Issuing Lender in respect of drawings under Letters of Credit for
which the Issuing Lender has received documents in accordance with the terms
hereof shall not be subject to any defense based on the non-application or
misapplication by the beneficiary of the proceeds of any such drawing or the
legality, validity, regularity or enforceability of the Letters of Credit or any
related document, even though such document shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Company and/or the
relevant Letter of Credit Party, the beneficiary of any Letter of Credit, or any
financial institution or other party to which any Letter of Credit may be
transferred.  The Issuing Lender may accept or pay any draft presented
to it under any Letter of Credit regardless of when drawn or made and whether or
not negotiated, if such draft, accompanying certificate or documents and any
transmittal advice are presented or negotiated on or before the expiry date of
such Letter of Credit or any renewal or extension thereof then in effect, and is
in substantial compliance with the terms and conditions of such Letter of
Credit.  Furthermore, neither the Issuing Lender nor any of its
correspondents nor any Lender shall be responsible, as to any document presented
under a Letter of Credit which appears to be regular on its face, and appears on
its face to be in substantial compliance with the terms of the Letter of Credit,
for the validity or sufficiency of any signature or endorsement, for delay in
giving any notice or failure of any instrument to bear adequate reference to the
Letter of Credit, or for failure of any Person to note the amount of any draft
on the reverse of the Letter of Credit.  The Issuing Lender shall have
the right, in its sole discretion, to decline to accept any documents and to
decline to making payment under any Letter of Credit if the documents presented
are not in strict compliance with the terms of such Letter of
Credit.

    

     

     

    (ii) Any
action, inaction or omission on the part of the Issuing Lender or any of its
correspondents under or in connection with any Letter of Credit or the related
instruments, documents or property, if in good faith and in conformity with such
laws, regulations or customs as are applicable, shall be binding upon the
Company and the other Letter of Credit Parties and shall not place the Issuing
Lender or any of its correspondents or any Lender under any liability to the
Company or any other Letter of Credit Party in the absence of (x) gross
negligence or willful misconduct by the Issuing Lender or its correspondents or
(y) the failure by the Issuing Lender to pay under a Letter of Credit after
presentation of a draft and documents strictly complying with such Letter of
Credit unless the Issuing Lender is prohibited from making such payment pursuant
to a court order.  The Issuing Lender’s rights, powers, privileges and
immunities specified in or arising under this Agreement are in addition to any
heretofore or at any time hereafter otherwise created or arising, whether by
statute or rule of law or contract.  All Letters of Credit issued
hereunder will, except to the extent otherwise expressly provided hereunder, be
governed by the UCP.

     

     

    (d) Obligations of Lenders in Respect of
Letters of Credit. Each Lender acknowledges that each Letter of Credit
issued by the Issuing Lender pursuant to this Agreement is issued by the Issuing
Lender on behalf of and with the ratable participation of all of the Lenders
(i.e., in accordance with their respective Commitment Proportions), and each
Lender agrees to make the payments required by Section 2.03(b) above and agrees
to be responsible for its pro rata share of all
liabilities incurred by the Issuing Lender with respect to each Letter of Credit
issued, established, opened or extended by the Issuing Lender pursuant to this
Agreement for the account of the Company.  Each Lender agrees with the
Issuing Lender and the other Lenders that its obligation to make the payments
required by Section 2.03(b) above shall not be 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

      affected
in any way by any circumstances (other than the gross negligence or willful
misconduct of the Issuing Lender) occurring before or after the making of any
payment by the Issuing Lender pursuant to any Letter of Credit, including,
without limitation: (i) any modification or amendment of, or any consent,
waiver, release or forbearance with respect to, any of the terms of this
Agreement or any other instrument or document referred to herein; (ii) the
existence of any Default or Event of Default; or (iii) any change of any kind
whatsoever in the financial position or creditworthiness of the
Company.

    

     

     

    (e) Replacement of the Issuing
Lender.  The Issuing Lender may be replaced at any time by
written agreement among the Company, the Administrative Agent, the replaced
Issuing Lender and the successor Issuing Lender.  The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing
Lender.  At the time any such replacement shall become effective, the
Company shall pay all unpaid fees accrued for the account of the replaced
Issuing Lender pursuant to Section 3.04 hereof.  From and after the
effective date of any such replacement, (i) the successor Issuing Lender shall
have all the rights and obligations of the Issuing Lender under this Agreement
with respect to Letters of Credit to be issued thereafter, and (ii) references
herein to the term "Issuing Lender" shall be deemed to refer to such successor or
to any previous Issuing Lender, or to such successor and all previous Issuing
Lenders, as the context shall require.  After the replacement of an
Issuing Lender hereunder, the replaced Issuing Lender shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuing
Lender under this Agreement with respect to Letters of Credit issued prior to
such replacement, but shall not be required to issue additional Letters of
Credit.

     

     

    (f) Letters of Credit Issued for
Guarantors.  Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account
of, a Letter of Credit Party other than the Company, the Company shall be
obligated to reimburse the Issuing Lender hereunder for any and all drawings
under such Letter of Credit.  The Company hereby acknowledges that the
issuance of Letters of Credit for the account of any other Letter of Credit
Party inures to the benefit of the Company, and that the Company’s business
derives substantial benefits from the businesses of such other Letter of Credit
Parties.

     

     

    (g) Existing Letters of
Credit.  The Company and the Lenders agree that, from and after
the Closing Date, subject to the satisfaction of the conditions precedent to the
initial extension of credit hereunder as set forth in Section 5.01 hereof, the
Existing Letters of Credit shall be Letters of Credit for purposes of this
Agreement.

     

     

    SECTION
2.04. Increase
of the Maximum Revolving Credit Amount by the Company.

     

     

    (a) The
Company may at any time, but only two (2) times during the term of this
Agreement, by written notice to the Administrative Agent, request that the
Administrative Agent increase the maximum Revolving Credit Commitments (the
"Revolver
Increase") by an amount not to exceed $50,000,000 in the aggregate by
adding one or more new lenders (which may include any existing Lender desiring
to increase its Revolving Credit Commitment) as Lenders under this Agreement
(each, a "Section 2.04
New Lender") who wish to participate in the Revolver Increase; provided, however, that each
then existing Non-Defaulting Lender agrees to the Revolver Increase pursuant to
Section 10.04 hereof and provided, further, that (w)
each Revolver Increase shall be in a minimum amount of $20,000,000, (x) no
Default or Event of 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

      Default
shall have occurred and be continuing as of the date of such request or as of
the effective date of the Revolver Increase (the “Increase Date”) or
shall occur as a result thereof, (y) any Section 2.04 New Lender that becomes
party to this Agreement pursuant to this Section 2.04 shall satisfy the
requirements of Section 10.05 hereof and shall be reasonably acceptable to the
Administrative Agent and consented to by the Company and each then existing
Non-Defaulting Lender hereunder and (z) the other conditions set forth in this
Section 2.04 are satisfied.

    

     

     

    (b) On each
Increase Date, each Section 2.04 New Lender that has chosen to participate in
the Revolver Increase shall, subject to the conditions set forth in Section
2.04(a), become a Lender party to this Agreement as of the Increase Date and
shall have a Revolving Credit Commitment in an amount equal to its share of the
Revolver Increase (and its Commitment Proportion shall be equal to the
percentage equivalent of a fraction the numerator of which shall be the
Revolving Credit Commitment of such Section 2.04 New Lender and the denominator
of which shall be the Revolving Credit Commitment of all Lenders after giving
effect to the Revolver Increase); provided, however, that (y) the
Administrative Agent shall have received from the Company payment of any fees
and/or expenses then due with respect to the Revolver Increase and the
Administrative Agent shall have received from the Company payment of all out of
pocket costs and expenses incurred by the Administrative Agent in connection
with the Revolver Increase and (z) the Administrative Agent shall have received
on or before the Increase Date the following, each dated such date:

     

     

    (i) an
assumption agreement from each Section 2.04 New Lender participating in the
Revolver Increase, if any, in form and substance reasonably satisfactory to the
Administrative Agent, duly executed by such Section 2.04 New Lender, the
Administrative Agent and the Company;

     

     

    (ii) a
certificate of the Company certifying that no Default or Event of Default shall
have occurred and be continuing or shall occur as a result of the Revolver
Increase;

     

     

    (iii) a
certificate of the Company certifying that the representations and warranties
made by the Company herein and in the other Loan Documents are true and complete
in all material respects with the same force and effect as if made on and as of
such date (or, to the extent any such representation or warranty specifically
relates to an earlier date, such representation or warranty is true and complete
in all material respects as of such earlier date);

     

     

    (iv) supplements
or modifications to this Agreement and the other Loan Documents, including any
new Revolving Credit Notes to Section 2.04 New Lenders, that the Administrative
Agent reasonably deems necessary in order to document the Revolver Increase and
otherwise assure and give effect to the rights of the Administrative Agent and
the Lenders in this Agreement and the other Loan Documents; and

     

     

    (v) such
other documents, instruments and information as the Administrative Agent shall
reasonably deem necessary in connection with the Revolver Increase.

     

     

    (c) On the
Increase Date, upon fulfillment of the conditions set forth in this Section
2.04, the Administrative Agent shall (i) effect a settlement of all the
Aggregate Outstandings among the Lenders that will reflect the adjustments to
the Revolving Credit 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

      Commitments
and Commitment Proportion of the Lenders as a result of the Revolver Increase
and (ii) notify the Lenders, any Section 2.04 New Lenders participating in the
Revolver Increase and the Company, on or before noon (New York time), by
telecopier or e-mail, of the occurrence of the Revolver Increase to be effected
on the Increase Date.

    

     

     

    ARTICLE
III

    PROVISIONS
RELATING TO ALL EXTENSIONS OF CREDIT;

    FEES
AND PAYMENTS

     

     

    SECTION
3.01. Interest
Rate; Continuation and Conversion of Loans.

     

     

    (a) Each
Alternate Base Rate Loan shall bear interest for the period from the date
thereof on the unpaid principal amount thereof at a fluctuating rate per annum
equal to the Alternate Base Rate plus the Applicable Margin.

     

     

    (b) Each
Adjusted Libor Loan shall bear interest for the Interest Period applicable
thereto on the unpaid principal amount thereof at a rate per annum equal to the
Reserve Adjusted Libor determined for each Interest Period thereof in accordance
with the terms hereof plus the Applicable
Margin.

     

     

    (c) Upon the
occurrence and during the continuance of a Default or an Event of Default the
outstanding principal amount of the Loans (excluding any defaulted payment of
principal accruing interest in accordance with clause (d) below) shall, at the
option of the Required Lenders, bear interest payable on demand at a rate of
interest [*] per annum in
excess of the interest rate otherwise then in effect.

     

     

    (d) If the
Company shall default in the payment of the principal of or interest on any
portion of any Loan or any other amount becoming due hereunder, whether with
respect to reimbursement of drawings under Letters of Credit, interest, fees,
expenses or otherwise, the Company shall pay interest on such default amount
accruing from the date of such default (without reference to any period of
grace) up to and including the date of actual payment (after as well as before
judgment) at a rate of [*]
per annum in excess of the rate otherwise in effect or, if no rate is in effect,
[*] per annum in excess of
the Alternate Base Rate.

     

     

    (e) The
Company may elect from time to time to convert outstanding Loans from Adjusted
Libor Loans to Alternate Base Rate Loans by giving the Administrative Agent at
least three Business Day’s prior irrevocable written notice of such election,
provided that
any such conversion of Adjusted Libor Loans shall only be made on the last day
of an Interest Period with respect thereto or upon the date of payment in full
of any amounts owing pursuant to Section 3.08 hereof as a result of such
conversion.  Upon receipt of such notice, the Administrative Agent
shall promptly notify each Lender thereof.  The Company may elect from
time to time to convert outstanding Loans from Alternate Base Rate Loans to
Adjusted Libor 

     

    
      __________________________________

    

     

    
      
        
          Note:
Redacted portions have been marked with [*]. The redacted portions are subject
to a request for confidential treatment that has been submitted to the
Securities and Exchange Commission.

        

      

      
        27

        
          

        

      

      
        
        

      

       

      Loans by
giving the Administrative Agent irrevocable written notice of such election not
later than 11:00 a.m. New York, New York time, three Business Days prior to the
date of the proposed conversion.  Upon receipt of such notice the
Administrative Agent shall promptly notify the Administrative Agent and each
Lender thereof.  All or any part of outstanding Alternate Base Rate
Loans may be converted as provided herein, provided that each
conversion shall be in the principal amount of 1,000,000 or whole multiples of
$100,000 in excess thereof, and further provided that no
Default or Event of Default shall have occurred and be
continuing.  Any conversion to or from Adjusted Libor Loans hereunder
shall be in such amounts and be made pursuant to such elections so that, after
giving effect thereto, the aggregate principal amount of all Adjusted Libor
Loans having the same Interest Period shall not be less than
$1,000,000.

    

     

     

    (f) Any
Adjusted Libor Loan in a minimum principal amount of $1,000,000 may be continued
as such upon the expiration of an Interest Period with respect thereto by
compliance by the Company with the notice provisions contained in the definition
of Interest Period; provided, that no
Adjusted Libor Loan may be continued as such when any Default or Event of
Default has occurred and is continuing, but shall be automatically converted to
a Alternate Base Rate Loan on the last day of the Interest Period in effect when
the Administrative Agent is notified, or otherwise has actual knowledge, of such
Default or Event of Default.

     

     

    (g) If the
Company shall fail to select the duration of any Interest Period for any
Adjusted Libor Loan in accordance with the definition of “Interest Period” set
forth in Section 1.01 hereof, the Company shall be deemed to have selected an
Interest Period of one month.

     

     

    (h) No Loan
may be converted to or continued as an Adjusted Libor Loan with an Interest
Period that extends beyond the Revolving Credit Commitment Termination
Date.

     

     

    (i) Notwithstanding
any other provision herein, the aggregate interest rate charged with respect to
any of the Obligations, including all charges or fees in connection therewith
deemed in the nature of interest under applicable law shall not exceed the
Highest Lawful Rate.  If the rate of interest (determined without
regard to the preceding sentence) under this Agreement at any time exceeds the
Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall
bear interest at the Highest Lawful Rate until the total amount of interest due
hereunder equals the amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect.  In addition, if when the Loans made hereunder are repaid
in full the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement
had at all times been in effect, then to the extent permitted by law, the
Company shall pay to Administrative Agent an amount equal to the difference
between the amount of interest paid and the amount of interest which would have
been paid if the Highest Lawful Rate had at all times been in
effect.  Notwithstanding the foregoing, it is the intention of Lenders
and the Company to conform strictly to any applicable usury
laws.  Accordingly, if any Lender contracts for, charges, or receives
any consideration which constitutes interest in excess of the Highest Lawful
Rate, then any such excess shall be cancelled automatically and, if previously
paid, shall at such Lender’s 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

       

      option be
applied to the outstanding amount of the Loans made hereunder or be refunded to
the Company.

    

     

     

    (j) Interest
on each Loan shall be payable in arrears on each Interest Payment Date and shall
be calculated on the basis of a year of 360 days and shall be payable for the
actual days elapsed.  Any rate of interest on the Loans or other
Obligations which is computed on the basis of the Prime Rate shall change when
and as the Prime Rate changes in accordance with the definition
thereof.  Each determination by the Administrative Agent of an
interest rate or fee hereunder shall, absent demonstrable error, be conclusive
and binding for all purposes.

     

     

    SECTION
3.02. Use of
Proceeds.  The
proceeds of the Revolving Credit Loans shall be used for general working capital
purposes, to fund capital expenditures, to finance Permitted Acquisitions and
other corporate purposes.  Letters of Credit shall be issued by the
Issuing Lender for the account of the Company or any other Letter of Credit
Party and shall be issued, for purposes in connection with, and in the ordinary
course of, the business of the Company and its Subsidiaries consistent with
historical purposes of the Company and its Subsidiaries prior to the date
hereof.

     

     

    SECTION
3.03. Prepayments.

     

    (a) Voluntary.  The
Company may, at any time and from time to time, prepay the then outstanding
Loans, in whole or in part, without premium or penalty, except as provided in
Section 3.08 hereof, upon written notice to the Administrative Agent (or
telephonic notice promptly confirmed in writing) not later than 11:00 a.m. New
York, New York time, three Business Days before the date of prepayment with
respect to prepayments of Adjusted Libor Loans, or 11:00 a.m. New York, New York
time on the date of prepayment with respect to Alternate Base Rate
Loans.  Each notice shall be irrevocable and shall specify the date
and amount of prepayment and whether such prepayment is of Adjusted Libor Loans
or Alternate Base Rate Loans or a combination thereof, and if a combination
thereof, the amount of prepayment allocable to each and the account number of
the Company to be charged for such payment.  Upon receipt of such
notice, the Administrative Agent shall promptly notify each Lender
thereof.  If such notice is given, the Company shall make such
prepayment, and the amount specified in such notice shall be due and payable, on
the date specified therein.  Each partial prepayment pursuant to this
Section 3.03 hereof shall be in a principal amount of not less than $1,000,000
or whole multiples of $100,000 in excess thereof, unless the aggregate
outstanding principal balance of Loans is less than $1,000,000 in which case
such prepayment may be in an amount equal to the then outstanding principal
balance.

     

     

    (b) Mandatory.  To the
extent that the Aggregate Outstandings exceeds the Available Revolving Credit
Commitment, then the Company shall immediately prepay the Revolving Credit Loans
to the extent necessary to eliminate such excess.  To the extent that
such prepayments are insufficient to eliminate such excess, the Company shall
pledge to the Administrative Agent for the ratable benefit of the Lenders, Cash
Collateral in an amount equal to the amount of such excess, which Cash
Collateral shall secure the reimbursement obligations of the Company with
respect to drawings under Letters of Credit.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (c) General Provisions Applicable to
Prepayment.  Unless otherwise directed by the Company pursuant
to Section 3.03(a) hereof, partial prepayments of any Loan shall be applied
first to outstanding Alternate Base Rate Loans and then to Adjusted Libor Loans
having the shortest remaining Interest Periods.

     

     

    SECTION
3.04. Fees.

     

    (a) The
Company agrees to pay to the Administrative Agent for the account of, and pro
rata distribution to, each Lender a commitment fee on the average daily unused
portion of the Total Revolving Credit Commitment from the date of this Agreement
until the Revolving Credit Commitment Termination Date at a rate per annum equal
to the Unused Fee Rate, based on a year of 360 days, payable in arrears on the
last day of March, June, September, and December of each year commencing June
30, 2009, on the Revolving Credit Commitment Termination Date and on each date
the Revolving Credit Commitment is permanently reduced in whole or in
part.

     

     

    (b) The
Company shall pay to the Administrative Agent for the account of, and pro rata
distribution to, the Lenders a commission with respect to the Lenders’
participation in Standby Letters of Credit equal to the then applicable Adjusted
Libor Rate Margin for Adjusted Libor Loans multiplied by the average daily
amount of the Standby LC Exposure during the period from and including the
Closing Date but excluding the later of (a) the Revolving Credit Commitment
Termination Date and (b) the date on which such Lender ceases to have any
Standby LC Exposure. Such commissions with
respect to Standby Letters of Credit shall be payable in arrears on the last
Business Day of March, June, September and December of each year, commencing
June 30, 2009; provided that all
such fees shall be payable on the date on which the Total Commitment terminates
and any such fees accruing after the date on which the Total Commitment
terminates shall be payable on demand.  All commissions with respect
to Standby Letters of Credit shall be computed on the basis of a year of three
hundred sixty (360) days and shall be payable for the actual number of days
elapsed. 

     

     

    (c) The
Company shall pay to the Administrative Agent for the account of, and pro rata
distribution to each Lender, a payment fee equal to [*] of the stated amount of each
Commercial Letter of Credit upon payment by the Issuing Lender of such
Commercial Letter of Credit.

     

     

    (d) The
Company shall pay Administrative Agent, for its own account, customary
administrative, amendment, transfer and other fees as the Administrative Agent
customarily charges in connection with any Letter of Credit issued
hereunder.

     

     

    (e) The
Company shall pay to the Administrative Agent, on the Closing Date, an
origination fee of [*],
for the account of, and pro rata distribution to, the Lenders.

     

    
      __________________________________

    

     

    
      
        
          Note:
Redacted portions have been marked with [*]. The redacted portions are subject
to a request for confidential treatment that has been submitted to the
Securities and Exchange Commission.

        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (f) In
addition, the Company shall pay to the Administrative Agent for its own account
such fees as are set forth in a separate fee letter, dated June 24, 2009,
provided by the Administrative Agent to the Company.

     

     

    SECTION
3.05. Inability
to Determine Interest Rate.  In
the event that the Administrative Agent shall have determined in good faith
(which determination shall be conclusive and binding upon the Company, absent
demonstrable error) that, by reason of circumstances affecting the London
interbank market, adequate and reasonable means do not exist for ascertaining
the Reserve Adjusted Libor applicable pursuant to Section 3.01(b) hereof for any
requested Interest Period with respect to (a) the making of an Adjusted Libor
Loan, (b) an Adjusted Libor Loan that will result from the requested conversion
of an Alternate Base Rate Loan into an Adjusted Libor Loan or (c) the
continuation of an Adjusted Libor Loan beyond the expiration of the then current
Interest Period with respect thereto, the Administrative Agent shall forthwith
give notice by telephone of such determination, promptly confirmed in writing,
to the Company and each Lender of such determination.  Until the
Administrative Agent notifies the Company that the circumstances giving rise to
the suspension described herein no longer exist (which notice shall be given
promptly after the Administrative Agent has knowledge thereof), the Company
shall not have the right to request or continue an Adjusted Libor Loan or to
convert an Alternate Base Rate Loan to an Adjusted Libor Loan.

     

     

    SECTION
3.06. Illegality.
Notwithstanding
any other provisions herein, if any introduction of or change in any law,
regulation, treaty or directive or in the interpretation or application thereof,
in each case, on or after the Closing Date, shall make it unlawful for any
Lender to make or maintain Adjusted Libor Loans as contemplated by this
Agreement, such Lender shall forthwith give notice by telephone of such
circumstances, promptly confirmed in writing, to the Administrative Agent, which
notice the Administrative Agent shall promptly transmit to the Company and the
other Lenders and (a) the commitment of such Lender to make and to allow
conversion to or continuations of Adjusted Libor Loans shall forthwith be
cancelled for the duration of such illegality and (b) the Loans then outstanding
as Adjusted Libor Loans, if any, shall be converted automatically to Alternate
Base Rate Loans on the next succeeding last day of each Interest Period
applicable to such Adjusted Libor Loans or within such earlier period as may be
required by law.  The Company shall pay to such Lender, upon demand,
any additional amounts required to be paid pursuant to Section 3.08
hereof.  Each affected Lender shall promptly notify the Administrative
Agent of the cessation of any such illegality.

     

     

    SECTION
3.07. Increased
Costs.

     

    (a) In the
event that any introduction of or change in, on or after the Closing Date, any
applicable law, regulation, treaty, order, directive or in the interpretation or
application thereof (including, without limitation, any request, guideline or
policy, whether or not having the force of law, of or from any central bank or
other Governmental Authority, agency or instrumentality and including, without
limitation, Regulation D), by any authority charged with the administration or
interpretation thereof shall occur, which:

     

     

    (i) shall
subject any Lender or the Issuing Lender to any tax of any kind whatsoever with
respect to this Agreement, any Note, any Loan or any Letter of Credit or change
the basis of taxation of payments to such Lender or the Issuing Lender of
principal, 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

      interest,
fees or any other amount payable hereunder (other than any tax that is measured
with respect to the overall net income of such Lender or the Issuing Lender or
Lending Office of such Lender or the Issuing Lender and that is imposed by the
United States of America, or any political subdivision or taxing authority
thereof or therein, or by any jurisdiction in which such Lender’s Lending Office
or the Issuing Lender’s Lending Office is located, or by any jurisdiction in
which such Lender is organized, has its principal office or is managed and
controlled); or

    

     

     

    (ii) shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement (whether or not having the force of law) against assets
held by, or deposits or other liabilities in or for the account of, advances or
loans by, or other credit extended by, or any other acquisition of funds by, any
office of any Lender or the Issuing Lender; or

     

     

    (iii) shall
impose on any Lender or the Issuing Lender any other condition, or change
therein;

     

     

    and the
result of any of the foregoing is to increase the cost (other than for taxes,
which are the subject of Section 3.09) to such Lender or the Issuing Lender of
making, renewing or maintaining or participating in advances or extensions of
credit hereunder or to reduce any amount receivable hereunder, in each case by
an amount which such Lender or the Issuing Lender deems material, then, in any
such case, the Company shall pay such Lender or the Issuing Lender, upon written
demand, such additional amount or amounts as will compensate such Lender for
such increased costs or reduction.

     

     

    (b) If, on or
after the Closing Date, any Lender or the Issuing Lender shall have determined
that the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender or the Issuing Lender (or any Lending Office of any Lender or the
Issuing Lender) or any Lender’s or the Issuing Lender’s holding company, with
any request or directive regarding capital adequacy (whether or not having the
force of the law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Lender’s capital or on the capital of such Lender’s or the Issuing
Lender’s holding company as a consequence of its obligations hereunder to a
level below that which such Lender could have achieved but for such adoption,
change or compliance (taking into consideration such Lender’s or the Issuing
Lender’s policies and the policies of such Lender’s or the Issuing Lender’s
holding company with respect to capital adequacy) by an amount deemed by such
Lender or the Issuing Lender to be material, then from time to time, the Company
shall pay to such Lender or the Issuing Lender the additional amount or amounts
as will compensate such Lender or such Lender’s or the Issuing Lender’s holding
company for such reduction.  Such Lender’s or the Issuing Lender’s
determination of such amounts shall be conclusive and binding on the Company
absent demonstrable error.

     

     

    (c) A
certificate of a Lender setting forth the amount or amounts payable pursuant to
Sections 3.07(a) and 3.07(b) hereof shall be conclusive absent demonstrable
error.  The Company shall pay such Lender or the Issuing Lender the
amount shown as due on any such certificate within 30 days after receipt
thereof.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (d) In the
event any Lender or the Issuing Lender shall be entitled to compensation
pursuant to Section 3.07(a) or Section 3.07(b) hereof, it shall promptly notify
the Administrative Agent and the Company of the event by reason of which it has
become so entitled; provided, however, no failure
on the part of any Lender or the Issuing Lender to demand compensation under
clause (a) or clause (b) above on one occasion shall constitute a waiver of its
right to demand compensation on any other occasion.

     

     

    (e) Notwithstanding
anything herein to the contrary in Section 3.07(a) or Section 3.07(b), the
Company shall only be required to compensate a Lender in respect of any such
increased costs or reduction in rate of return occurring after such time as such
Lender becomes a party to this Agreement.

     

    


     

    SECTION
3.08. Indemnity.
The
Company agrees to indemnify each Lender and to hold each Lender harmless from
any actual loss, cost or expense which such Lender may sustain or incur,
including, without limitation, interest or fees payable by such Lender to
lenders of funds obtained by it in order to maintain Adjusted Libor Loans
hereunder, as a consequence of (a) default by the Company in payment of the
principal amount of or interest on any Adjusted Libor Loan, (b) default by the
Company to accept or make a borrowing of an Adjusted Libor Loan or a conversion
into or continuation of an Adjusted Libor Loan after the Company has requested
such borrowing, conversion or continuation, (c) default by the Company in making
any prepayment of any Adjusted Libor Loan after the Company gives a notice in
accordance with Section 3.03 hereof and/or (d) the making of any payment or
prepayment (whether mandatory or optional) of an Adjusted Libor Loan or the
making of any conversion of an Adjusted Libor Loan to an Alternate Base Rate
Loan on a day which is not the last day of the applicable Interest Period with
respect thereto.  A certificate of a Lender setting forth such amounts
shall be conclusive absent demonstrable error.  The Company shall pay
such Lender the amount shown as due on any certificate within 30 days after
receipt thereof.

     

     

    SECTION
3.09. Taxes.

     

    (a) All
payments made by the Company under this Agreement shall be made free and clear
of, and without reduction for or on account of, any present or future taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding income and franchise taxes (imposed in lieu of income
taxes) imposed on the Administrative Agent, the Issuing Lender or a Lender as a
result of a present, former or future connection between the jurisdiction of the
government or the taxing authority imposing such tax and such Administrative
Agent, Issuing Lender or Lender or the Lending Office of such Administrative
Agent, Issuing Lender or Lender (excluding a connection arising solely from such
Administrative Agent, Issuing Lender or Lender having executed this Agreement,
the Notes or the Loan Documents) or any political subdivision or taxing
authority thereof or therein (such non-excluded taxes being called “Non-Excluded
Taxes”).  If any Non-Excluded Taxes are required to be withheld
from any amounts payable to the Administrative Agent, the Issuing Lender or any
Lender hereunder, or under the Notes, the amount so payable to the
Administrative Agent, the Issuing Lender or such Lender shall be increased to
the extent necessary to yield to such Administrative Agent, the Issuing Lender
or such Lender (after payment of all Non-Excluded Taxes and free and clear of
all 

     

    
      
        
        

      

      
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      liability
in respect of such Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement and
the Notes, provided, however, that,
notwithstanding anything to the contrary in this or the preceding sentence, the
Company shall not be required to increase any such amounts payable to any
Lender, and shall be entitled to reduce the amount of any payment made by the
Company under this Agreement by the amount of Non-Excluded Taxes withheld from
that payment, with respect to any Non-Excluded Taxes (i) that are United States
withholding taxes imposed (or branch profits taxes imposed) on amounts payable
to such Lender at the time the Lender becomes a party to this Agreement, except
to the extent that such Lender’s assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from the Company with respect to such
Non-Excluded Taxes pursuant to this Section 3.09(a), or (ii) that are imposed as
a result of any event occurring after the Lender becomes a Lender other than a
change in law or regulation or the introduction of any law or regulation or a
change in interpretation or administration of any law. Whenever any Non-Excluded
Taxes are payable by the Company, as promptly as possible thereafter, the
Company shall send to the Administrative Agent for its own account or for the
account of the Issuing Lender or such Lender, as the case may be, a certified
copy of an original official receipt showing, or other proof reasonably
satisfactory to the Administrative Agent of, payment thereof.  If the
Company fails to pay Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Company shall indemnify the
Administrative Agent, the Issuing Lender and the Lenders for any incremental
taxes, interest or penalties that may become payable by such Administrative
Agent, the Issuing Lender or such Lender as a result of any such failure
together with any expenses payable by such Administrative Agent, the Issuing
Lender or such Lender in connection therewith; provided that the
Administrative Agent, Issuing Lender or Lender has provided the Company with
notice thereof as required by Section 10.01, accompanied by a demand for
payment.

    

     

     

    (b) If a
Lender or the Administrative Agent becomes aware that it is entitled to claim a
refund from a Governmental Authority in respect of any Non-Excluded Taxes as to
which it has been indemnified by the Company or with respect to which the
Company has paid additional amounts pursuant to this Section 3.09, it promptly
shall notify the Company in writing of the availability of such refund claim and
shall make a timely claim to such taxation authority for such refund at the
Company’s expense.  If a Lender or the Administrative Agent receives a
refund (including pursuant to a claim for refund made pursuant to the preceding
sentence) or a permanent net tax benefit in respect of any Non-Excluded Taxes as
to which it has been indemnified by the Company or with respect to which the
Company has paid additional amounts pursuant to this Section 3.09, it shall
within 30 days from the date of such receipt pay over the amount of such refund
or permanent net tax benefit to the Company, net of all reasonable out-of-pocket
expenses of such Lender or the Administrative Agent and without interest (other
than interest paid by the relevant taxation authority with respect to such
refund); provided that the
Company, upon the request of such Lender or the Administrative Agent, agrees to
repay the amount paid over to the Company (plus penalties, interest or other
reasonable charges) to such Lender or the Administrative Agent in the event such
Lender or the Administrative Agent is required to repay such refund to such
taxation authority or loses such net tax benefit.

     

     

    (c) Any
Issuing Lender or Lender that is organized under the laws of a jurisdiction
other than the United States or a state thereof (a “Foreign Lender”) and
that is entitled to an exemption from or reduction of withholding tax under the
laws of the United States 

     

    
      
        
        

      

      
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      or under
any treaty to which the United States is a party with respect to payments under
this Agreement shall deliver to the Company (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Company or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit those
payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by the Company or
the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Company or the Administrative
Agent as will enable the Company or the Administrative Agent to determine
whether or not that Lender is subject to backup withholding or information
reporting requirements.  Without limiting the generality of the
foregoing, any Foreign Lender shall deliver to the Company and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which that Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of the
Company or the Administrative Agent), but only to the extent that the Foreign
Lender is legally entitled to do so, whichever of the following is
applicable:

    

     

     

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

     

     

    (ii) duly
completed copies of Internal Revenue Service Form W-8ECI,

     

     

    (iii) in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate to the effect that
the Foreign Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Company within
the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (y) duly
completed copies of  Internal Revenue Service Form W-8BEN,
or

     

     

    (iv) any other
form prescribed by applicable law as a basis for claiming exemption from or a
reduction in United States Federal withholding tax duly completed together with
such supplementary documentation as may be prescribed by applicable law to
permit the Company to determine the withholding or deduction required to be
made.

     

     

    SECTION
3.10. Pro Rata
Treatment and Payments.  (a)
Each borrowing by the Company from the Lenders, each conversion of a Loan
pursuant to Section 3.01(e) hereof or continuation of a Loan pursuant to Section
3.01(f) hereof, each payment by the Company on account of any fee (other than
with respect to fees which are expressly payable to the Administrative Agent or
the Issuing Lender for its own account), reimbursements by the Company to the
Issuing Lender with respect to drawings under Letters of Credit pursuant to
Section 2.03 hereof, and any reduction of the Commitments of the Lenders
hereunder shall be made pro rata according to the
respective relevant Commitment Proportions of the Lenders.  Each
payment (including each prepayment) by the Company on account of principal of
and interest on each Loan shall be made pro rata according to the
respective outstanding principal amounts of such Loans held by each
Lender.  All payments (including prepayments) to be made by the
Company on account of principal, interest, fees and reimbursement obligations
shall be made without set-off or counterclaim and shall be made to the
Administrative Agent, for the account of the Lenders (except as specified
above), at the Payment Office of the Administrative 

     

    
      
        
        

      

      
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      Agent in
Dollars in immediately available funds.  The Administrative Agent
shall distribute such payments to the Lenders promptly upon receipt in like
funds by wire transfer of each Lender’s portion of such payment to such Lender
for the account of its Lending Office.  The Administrative Agent may,
in its sole discretion, directly charge principal and interest payments due in
respect of the Loans to the Company’s accounts at the Payment Office or other
office of the Administrative Agent.  The Issuing Lender may, in its
sole discretion, directly charge reimbursement obligations with respect to
Letters of Credit to the Company’s accounts at any office of the Issuing
Lender.  Except as otherwise provided in the definition of “Interest Period”, if
any payment hereunder becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day, and,
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension.

    

     

     

    SECTION
3.11. Funding and Disbursement of
Loans.

     

    (a) Each
Lender shall make each Loan to be made by it hereunder available to the
Administrative Agent at the Payment Office for the account of such office and
the Administrative Agent by 1:00 p.m. New York, New York time on the Borrowing
Date in Dollars in immediately available funds.  Unless any applicable
condition specified in Article V has not been satisfied, the amount so received
by the Administrative Agent will be made available to the Company at the Payment
Office by crediting the account of the Company with such amount and in like
funds as received by the Administrative Agent; provided, however, that if the
proceeds of any Loan or any portion thereof are to be used to prepay outstanding
Loans or Letter of Credit obligations, then the Administrative Agent shall apply
such proceeds for such purpose to the extent necessary and credit the balance,
if any, to the Company’s account.

     

     

    (b) Unless
the Administrative Agent shall have been notified in writing by any Lender prior
to a proposed Borrowing Date that such Lender will not make the amount which
would constitute its Commitment Proportion of the borrowing on such Borrowing
Date available to the Administrative Agent, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent on
such Borrowing Date, and the Administrative Agent may, in reliance upon such
assumption, make available to the Company a corresponding amount.  If
such amount is not made available to the Administrative Agent until a date after
such Borrowing Date, such Lender shall pay to the Administrative Agent on demand
interest on such Lender’s Commitment Proportion of such borrowing at a rate
equal to the greater of (i) the daily average Federal Funds Effective Rate and
(ii) a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation during such period, from and including
such Borrowing Date to the date on which such Lender’s Commitment Proportion of
such borrowing shall have become immediately available to the Administrative
Agent.  A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts due pursuant to this Section 3.11(b) shall be
conclusive absent demonstrable error.  Nothing herein shall be deemed
to relieve any Lender from its obligations to fulfill its commitment hereunder
or to prejudice any right which the Company may have against any Lender as a
result of any default by such Lender hereunder.

     

     

    SECTION
3.12. Change of Lending Office;
Removal of Lender.  Each
Lender agrees that (i) if it makes any demand for, or there has been any,
payment under Section 3.07 or 3.09, or if any adoption or change of the type
described in Section 3.07 or 3.09 shall occur with 

     

    
      
        
        

      

      
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      respect
to it, it will use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions and so long as such efforts would not be
materially disadvantageous to it, as determined in its sole discretion) to
designate a different lending office if the making of such a designation would
reduce or obviate the need for the Company to make payments under Section 3.07
or 3.09, or would eliminate or reduce the effect of any adoption or change
described in Section 3.07 or 3.09 or (ii) if such Lender (x) is unable to
designate a different lending office which would result in Section 3.07 or 3.09
no longer being applicable to such Lender, (y) has refused to consent to a
proposed change, waiver, discharge or release with respect to this Agreement or
any other Loan Document which has been approved in accordance with Section 10.04
and, in the case of this clause (y), no Event of Default then exists or (z) is a
Defaulting Lender, it will, upon at least 5 Business Days' notice from the
Company to such Lender and the Administrative Agent, assign, pursuant to and in
accordance with the provisions of Section 10.05, to one or more assignees
designated by the Company in consultation with the Administrative Agent all, but
not less than all, of such Lender's rights and obligations hereunder, without
recourse to or warranty by, or expense to, such Lender, for a purchase price
equal to the outstanding principal amount of the Aggregate Outstandings then
owing to such Lender plus any accrued but unpaid interest thereon and any
accrued but unpaid utilization fees owing thereto and, in addition, all
additional costs and reimbursements and indemnities, if any, owing in respect of
such Lender's Commitment hereunder at such time shall be paid to such
Lender.

    

     

     

    SECTION
3.13. Defaulting
Lender.

     

     

    (a)           Notwithstanding
anything to the contrary contained herein, in the event any Lender has become a
Defaulting Lender, all rights and obligations hereunder of such Lender and of
the other parties hereto shall be modified to the extent of the express
provisions of this Section 3.13 for the Default Period.

     

     

    (b)           Loans
shall be incurred pro rata from Lenders (the “Non-Defaulting
Lenders”) which are not Defaulting Lenders based on their respective
Commitment Proportions, and no Revolving Credit Commitment of any Lender shall
be increased as a result of such Lender Default.  Amounts received in
respect of principal of any Type of Loans shall be applied to reduce the
applicable Loans of each Non-Defaulting Lender pro rata based on the aggregate
of the outstanding Loans of that Type of all Lenders at the time of such
application; provided, that, the
Administrative Agent shall not be obligated to transfer to a Defaulting Lender
any payments received by the Administrative Agent for the Defaulting Lender’s
benefit, nor shall a Defaulting Lender be entitled to the sharing of any
payments hereunder (including any principal, interest or
fees).  Amounts payable to a Defaulting Lender shall instead be paid
to or retained by the Administrative Agent.  The Administrative Agent
may hold and, in its discretion, re-lend to the Company the amount of such
payments received or retained by it for the account of such Defaulting
Lender.

     

     

    (c)           A
Defaulting Lender shall not be entitled to give instructions to the
Administrative Agent or to approve, disapprove, consent to or vote on any
matters relating to this Agreement and the other Loan Documents.  All
amendments, waivers and other modifications of this Agreement and the other Loan
Documents may be made without regard to a Defaulting Lender and, for purposes of
the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to
be a Lender and not to have Loans outstanding.

     

    
      
        
        

      

      
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    (d)           Other
than as expressly set forth in this Section 3.13, the rights and obligations of
a Defaulting Lender (including the obligation to indemnify the Administrative
Agent) and the other parties hereto shall remain unchanged.  Nothing
in this Section 3.13 shall be deemed to release any Defaulting Lender from its
obligations under this Agreement and the other Loan Documents, shall alter such
obligations, shall operate as a waiver of any default by such Defaulting Lender
hereunder, or shall prejudice any rights which the Company, The Administrative
Agent or any Lender may have against any Defaulting Lender as a result of any
default by such Defaulting Lender hereunder.

     

     

    (e)           If
any LC Exposure exists at the time a Lender becomes a Defaulting Lender, and
provided that if a circumstance described in clause “(e)” of the definition of
Defaulting Lender shall occur, such Defaulting Lender shall also fail to comply
with its funding obligations hereunder, then:

     

     

    
      	
               
      

            	
               

            	
              
                    (i)    all or
      any part of such LC Exposure shall be reallocated among the non-Defaulting
      Lenders in accordance with their respective Commitment Proportions but
      only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving
      Credit Exposures plus such Defaulting Lenders’ LC Exposure does not exceed
      the total of all non-Defaulting Lenders’ Revolving Credit Commitments and
      (y) the conditions set forth in Section 5.01 are satisfied at such
      time;

              

            


    

     

     

    
      	
               
      

            	
               

            	
              
                    (ii)    if the
      reallocation described in clause (i) above cannot, or can only partially,
      be effected, the Company shall within one Business Day following notice by
      the Administrative Agent provide Cash Collateral to the Administrative
      Agent in an amount equal to such Defaulting Lender’s LC Exposure (after
      giving effect to any partial reallocation pursuant to clause (i) above for
      so long as such LC Exposure is
  outstanding);

              

            


    

     

     

    
      	
               
      

            	
               

            	
              
                    (iii)    if the
      Company cash collateralizes any portion of such Defaulting Lender’s LC
      Exposure pursuant to this Section, the Company shall not be required to
      pay any fees to such Defaulting Lender pursuant to Section 3.04(b) or
      (c)  with respect to such Defaulting Lender’s LC Exposure during the
      period such Defaulting Lender’s LC Exposure is cash
      collateralized;

              

            


    

     

     

    
      	
               
      

            	
               

            	
              
                    (iv)    if the
      LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this
      Section, then the fees payable to the Lenders pursuant to Sections
      3.04(a), (b) and (c) shall be adjusted in accordance with such
      non-Defaulting Lenders’ Commitment Proportions;
  or

              

            


    

     

     

    
      	
               
      

            	
               

            	
              
                    (v)    if any
      Defaulting Lender’s LC Exposure is neither cash collateralized nor
      reallocated pursuant to this Section, then, without prejudice to any
      rights or remedies of the Issuing Bank or any Lender hereunder, all
      facility fees that otherwise would have been payable to such Defaulting
      Lender (solely with respect to the portion of such Defaulting Lender’s
      Commitment that was utilized by such LC Exposure) and the letter of credit
      fees payable under Section 3.04 with respect to such Defaulting Lender’s
      LC Exposure shall be payable to the Issuing Bank until such LC Exposure is
      cash collateralized and/or
reallocated.

              

            


    

     

     

    
      
        
        

      

      
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    (f)           In
the event the Defaulting Lender is the Administrative Agent, it shall resign as
such in accordance with Section 9.08 hereof.

     

     

    (g)           In
the event that the Administrative Agent, the Company, and the Issuing Bank each
agrees that a Defaulting Lender has adequately remedied all matters that caused
such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall
be readjusted to reflect the inclusion of such Lender’s Revolving Credit
Commitment and on such date such Lender shall purchase at par such of the
Revolving Credit Loans of the other Lenders as the Administrative Agent shall
determine may be necessary in order for such Lender to hold such Loans in
accordance with its Commitment Proportion.

     

     

    ARTICLE
IV

    REPRESENTATIONS
AND WARRANTIES

     

     

    In order
to induce the Lenders to enter into this Agreement and to make the Loans herein
provided for, the Company represents and warrants to the Administrative Agent
and each Lender that:

     

     

    SECTION
4.01. Organization,
Powers.  Each
of the Company, each Guarantor and their respective Subsidiaries (a) 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, (b) has the requisite corporate, limited partnership or limited
liability company power, as applicable, and authority to own its properties and
to carry on its business as being conducted, (c) is duly qualified to do
business in every jurisdiction wherein the conduct of its business or the
ownership of its properties are such as to require such qualification except
those jurisdictions in which the failure to be so qualified could not reasonably
be expected to have a Material Adverse Effect, and (d) has the corporate,
limited partnership or limited liability company power, as applicable, to
execute, deliver and perform each of the Loan Documents to which it is a party,
including, without limitation, the power to obtain extensions of credit
hereunder and to execute and deliver the Notes.

     

    SECTION
4.02. Authorization of Borrowing,
Enforceable Obligations.  The
execution, delivery and performance by the Company of this Agreement, and the
other Loan Documents to which it is a party, the borrowings and the other
extensions of credit to the Company hereunder, and the execution, delivery and
performance by each Guarantor of the Loan Documents to which such Guarantor is a
party, (a) have been duly authorized by the Company and each Guarantor, as
applicable, (b) will not violate or require any consent (other than consents as
have been made or obtained and which are in full force and effect or could not
reasonably be expected to result in a Material Adverse Effect) under (i) any
provision of law applicable to the Company or any Guarantor, any applicable rule
or regulation of any Governmental Authority, or the Certificate of Incorporation
or By-laws of the Company or the Certificate of Incorporation, By-Laws or other
organizational documents, as applicable, of any Guarantor or (ii) any order of
any court or other Governmental Authority binding on the Company or any
Guarantor or any indenture, agreement or other instrument to which the Company
or any Guarantor is a party, or by which the Company or any Guarantor or any of
its property is bound (other than a violation which could not reasonably be
expected to result in a Material Adverse Effect), and (c) will not 

     

    
      
        
        

      

      
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      be in
conflict with, result in a breach of or constitute (with due notice and/or lapse
of time) a default under, any such indenture, agreement or other instrument, of
any nature whatsoever upon any of the property or assets of the Company or any
Guarantor of the Company other than as contemplated by this Agreement or the
other Loan Documents.  This Agreement and each other Loan Document to
which the Company or any Guarantor is a party constitutes a legal, valid and
binding obligation of the Company and each such Guarantor, as the case may be,
enforceable against the Company and each such Guarantor, as the case may be, in
accordance with its terms except to the extent that enforcement may be limited
by applicable bankruptcy, reorganization, moratorium, insolvency and similar
laws affecting creditors’ rights generally or by equitable principles of general
application, regardless of whether considered in a proceeding in equity or at
law.

    

     

     

    SECTION
4.03. Financial
Condition.

     

    (a) The
Company has heretofore furnished to the Administrative Agent (a) the audited
Consolidated balance sheet of the Company and its Subsidiaries and the related
audited statements of income, retained earnings and cash flow of the Company and
its Subsidiaries audited by KPMG, LLP, the Company’s independent registered
public accounting firm, for the fiscal year ended July 31, 2008 and (b) the
unaudited Consolidated balance sheet of the Company and its Subsidiaries as of
April 30, 2009, the related unaudited Consolidated statements of income of the
Company and its Subsidiaries for the three and nine-month periods ended April 30,
2009 and the cash flow statement for the nine-month period ended April 30, 2009
(collectively, the “financial
statements”).  The financial statements were prepared in
conformity with Generally Accepted Accounting Principles and, to the Company’s
knowledge, fairly present the consolidated financial position and results of
operations of the Company and its Subsidiaries as of the date of such financial
statements and for the periods to which they relate and, since the date of such
financial statements, except as disclosed in the Company’s Quarterly Report to
the Securities and Exchange Commission on Form 10-Q filed June 3, 2009 (the
“Latest 10-Q”),
no material adverse change in the business, operations or assets or condition
(financial or otherwise) of the Company and its Subsidiaries has
occurred.  There are no material obligations or material liabilities,
contingent or otherwise, of the Company and its Subsidiaries which are not
reflected in such financial statements other than obligations incurred in the
ordinary course of the Company’s business since the date of such financial
statements, disclosed in the Latest 10-Q or specifically disclosed elsewhere in
this Agreement or any schedule hereto, subject, however, to normal year-end
adjustments with respect to the unaudited financial statements referred to
above.

     

     

    (b) The
Company and each of the Guarantors is Solvent.

     

     

    SECTION
4.04. Taxes.  The
Company, each Guarantor and each of their respective Subsidiaries has filed or
has caused to be filed all tax returns (foreign, federal, state and local)
required to be filed (including, without limitation, with respect to payroll and
sales taxes) and the Company, each Guarantor and each of their respective
Subsidiaries has paid all taxes (including, without limitation, all payroll and
sales taxes), assessments and governmental charges and levies shown thereon to
be due, including interest and penalties except taxes, assessments and
governmental charges and levies being contested in good faith by appropriate
proceedings and with respect to which adequate reserves in conformity with
Generally Accepted Accounting 

     

    
      
        
        

      

      
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      Principles
consistently applied shall have been provided on the books of the Company, the
Guarantors and their respective Subsidiaries.

    

     

    SECTION
4.05. Title to
Properties.  The
Company, each Guarantor and each of their respective Subsidiaries and Affiliates
has good title to, or valid leasehold interests in, all of the properties and
assets material to its business and reflected on the financial statements
referred to in Section 4.03 hereof, except for such properties and assets as
have been disposed of since the date of such financial statements as no longer
used or useful in the conduct of their respective businesses or as have been
disposed of in the ordinary course of business, and all such properties and
assets are free and clear of all Liens other than Permitted Liens.

     

     

    SECTION
4.06. Litigation.  As
of the Closing Date, except as otherwise disclosed in the Latest 10-Q, there are
no actions, suits or proceedings (whether or not purportedly on behalf of the
Company, any Guarantor or any of their respective Subsidiaries), pending, or to
the knowledge of the Company, threatened against the Company, any such Guarantor
or any such Subsidiary at law or in equity or before or by any Governmental
Authority, which involve any of the transactions contemplated herein or which,
if adversely determined against the Company, could reasonably be expected to
result in a Material Adverse Effect; and (b) neither the Company, any Guarantor
nor any of their respective Subsidiaries is in default with respect to any
judgment, writ, injunction, decree, rule or regulation of any Governmental
Authority which could reasonably be expected to result in a Material Adverse
Effect.

     

    SECTION
4.07. Agreements.  Except
as listed on Schedule 4.07, neither the Company, any Guarantor nor any of their
respective Subsidiaries is a party to any agreement, indenture, loan or credit
agreement or any lease or other agreement or instrument or subject to any
charter or other corporate restriction or any judgment, order, writ, injunction,
decree or regulation which could reasonably be expected to have a Material
Adverse Effect.  Neither the Company, any Guarantor or any of their
respective Subsidiaries is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
agreement or instrument to which it is a party, which default could reasonably
be expected to have a Material Adverse Effect.

     

    SECTION
4.08. Compliance with
ERISA.  Except
as could not reasonably be expected to result in a Material Adverse Effect, (i)
each Plan is in compliance in all material respects with ERISA; (ii) no Plan is
insolvent or in reorganization (as defined in Section 4241 of ERISA), no Plan
has an Unfunded Current Liability in the aggregate, and no Plan has an
accumulated or waived funding deficiency within the meaning of Section 412 of
the Code; (iii) neither the Company, any Guarantor, any of their respective
Subsidiaries nor any ERISA Affiliate has incurred within the last six years any
material liability to or on account of a Plan pursuant to Section 515, 4062,
4063, 4064, 4201 or 4204 of ERISA or reasonably expects to incur any material
liability under any of the foregoing Sections on account of the prior
termination of participation in or contributions to any such Plan; (iv) no
proceedings have been instituted within the last six years to terminate any
Plan; (v) to the knowledge of the Company, no condition exists which could
reasonably be expected to present a risk to the Company, any Guarantor, any of
their respective Subsidiaries or any ERISA Affiliate of incurring a material
liability to or on account of a Plan pursuant to the foregoing provisions of
ERISA and the Code; and (vi) no Lien imposed under the Code or ERISA on the
assets of the Company, any 

     

    
      
        
        

      

      
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      Guarantor,
any of their respective Subsidiaries or any ERISA Affiliates exists, or to the
knowledge of the Company, is likely to arise on account of any
Plan.

    

     

    SECTION
4.09. Federal Reserve Regulations;
Use of Proceeds.

     

    (a) Neither the Company, any Guarantor nor any of their respective
Subsidiaries is engaged principally in, nor has as one of its important
activities, the business of extending credit for the purpose of purchasing or
carrying any “margin stock” (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System of the United States, as amended from
time to time). 

     

     

    (b) No part
of the proceeds of any Loan and no other extension of credit hereunder will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or to carry margin stock or to extend credit to others
for the purpose of purchasing or carrying margin stock, or to refund
indebtedness originally incurred for such purposes, in any case, which violates
the provisions of Regulation T, U, or X of the Board of Governors of the Federal
Reserve System.

     

     

    (c) The
proceeds of each Loan, and each other extension of credit hereunder shall be
used solely for the purposes permitted under Section 3.02 hereof.

     

     

    SECTION
4.10. Approvals.  No
registration with or consent or approval of, or other action by, any
Governmental Authority or any other Person is required in connection with the
execution, delivery and performance of this Agreement or the other Loan
Documents, by the Company or any Guarantor to which it is a party or, with
respect to the Company, the borrowings and each other extension of credit
hereunder other than registrations, consents and approvals received prior to the
Closing Date and disclosed to the Lenders and which are in full force and
effect, except for the filing by the Company with the Securities and Exchange
Commission of a report which discloses the execution and delivery of this
Agreement as required by the Securities and Exchange Act of 1934, as
amended.

     

    SECTION
4.11. Subsidiaries and
Affiliates.  Attached
hereto as Schedule I is a correct and complete list of each of the Company’s and
each Guarantor’s Subsidiaries and Affiliates as of the Closing Date showing as
to each Subsidiary and Affiliate, its name, the jurisdiction of its
incorporation, its shareholders or other owners of an interest in each
Subsidiary and Affiliate and the number of outstanding shares or other ownership
interest owned by each shareholder or other owner of an interest.

     

    SECTION
4.12. Hazardous
Materials.  The
Company, each Guarantor and each of their respective Subsidiaries is in
compliance with all applicable Environmental Laws and neither the Company, any
Guarantor nor any of their respective Subsidiaries has used Hazardous Materials
on, from, or affecting any property now owned or occupied or hereafter owned or
occupied by the Company, such Guarantor or any such Subsidiary in any manner
which violates any applicable Environmental Law except, in each case, as could
not be reasonably expected to result in a Material Adverse Effect.  To
the knowledge of the Company, no prior owner of any such property or any tenant,
subtenant, prior tenant or prior subtenant have used Hazardous Materials on,
from, or affecting such property in any manner which violates any applicable


     

    
      
        
        

      

      
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      Environmental
Law except as could not reasonably be expected to result in a Material Adverse
Effect.

    

     

    SECTION
4.13. Investment Company
Act.  Neither
the Company, any Guarantor nor any of their respective Subsidiaries is an
“investment company”, or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as
amended.

     

    SECTION
4.14. Pledge
Agreements.  Each
Pledge Agreement executed by the Company and each Guarantor, as applicable,
shall, when (i) financing statements and other filings in appropriate form are
filed in the offices specified on Schedule 4.14 hereto and (ii) upon the taking
of possession or control by the Administrative Agent of any collateral with
respect to which a security interest may be perfected only by possession or
control (which possession or control shall be given to the Administrative Agent
to the extent possession or control by the Administrative Agent is required by
each Pledge Agreement), shall constitute fully perfected Liens on, and security
interests in, all right, title and interest of the grantors thereunder in the
collateral (other than any intellectual property collateral and such collateral
in which a security interest cannot be perfected under the UCC as in effect at
the relevant time in the relevant jurisdiction), in each case subject to no
Liens other than Permitted Liens.

     

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

     

    SECTION
4.16. Permits and
Licenses.  Each
of the Company, each Guarantor and each of their respective Subsidiaries has all
permits, licenses, certifications, authorizations and approvals required for it
lawfully to own and operate their respective businesses except those the failure
of which to have could not reasonably be expected to have a Material Adverse
Effect.

     

    SECTION
4.17. Compliance with
Law.  Except
as set forth on Schedule 4.17 annexed hereto (and except for those laws, rules
and regulations referred to in Sections 4.04, 4.08, 4.12 and 4.13, as to which
no additional representation or warranty is made in this Section 4.17), each of
the Company, each Guarantor and each of their respective Subsidiaries is each in
compliance, with all laws, rules, regulations, orders and decrees which are
applicable to the Company, such Guarantor or any such Subsidiary, or to any of
their respective properties, which the failure to comply with could reasonably
be expected to have a Material Adverse Effect.

     

    SECTION
4.18. Disclosure.  Neither
this Agreement, any other Loan Document, nor any other document, certificate or
written statement furnished to the Administrative Agent, the Issuing Lender, or
any Lender by or on behalf of the Company, any Guarantor or any of their
respective Subsidiaries for use in connection with the transactions contemplated
by this Agreement contains any untrue statement of material fact or omits to
state a material fact necessary in order to make the statements contained herein
or therein not misleading in light of the circumstances in which they were made
as of the date such information is dated or certified, or if not dated or
certified, the date of delivery; provided that to the extent any
such information, report, financial statement, exhibit or schedule constitutes a
forecast or projection, the Company represents and warrants only that on the
date of delivery thereof such forecast or projection was prepared in good faith
based upon the assumptions stated therein (which assumptions are believed by the
Company on the date delivered to the Administrative Agent or a Lender to be
reasonable).

     

    
      
        
        

      

      
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    SECTION
4.19. Labor
Disputes.    As of the Closing
Date, neither the business nor the properties of the Company, any Guarantor or
any of their respective Subsidiaries are affected by any strike, lockout or
other labor dispute which could reasonably be expected to have a Material
Adverse Effect.

    


     

    ARTICLE
V

    CONDITIONS
OF LENDING

     

    SECTION
5.01. Conditions to Initial
Extension of Credit.  The
obligation of each Lender to make its initial Loan hereunder, and the obligation
of the Issuing Lender to issue the initial Letter of Credit, are subject to the
following conditions precedent:

     

     

    (a) Notes.  On or prior
to the Closing Date, the Administrative Agent shall have received for the
account of each Lender a Revolving Credit Note.

     

     

    (b) Guaranties.  On or
prior to the Closing Date, the Administrative Agent shall have received a
Guaranty duly executed by each Guarantor, provided, however, that the
Company shall deliver a counterpart for each Lender promptly after the Closing
Date.

     

     

    (c) Pledge
Agreements.  On or prior to the Closing Date, the
Administrative Agent shall have received the Pledge Agreements duly executed by
the Company and Guarantors, as applicable, together with  all stock
certificates, if any, evidencing the shares pledged under the Pledge Agreements
and the stock powers duly executed in blank by the Company or the Guarantors, as
appropriate.

     

     

    (d) Opinions of
Counsel.  On or prior to the Closing Date, the Administrative
Agent shall have received a written opinion of Proskauer Rose LLP, substantially
in the form of Exhibit E attached hereto, together with such opinions of foreign
counsel as the Administrative Agent shall require with respect to the Pledge
Agreements with respect to Material Non-Domestic Subsidiaries.

     

     

    (e) Supporting
Documents.  On or prior to the Closing Date, the Administrative
Agent shall have received, (i) a certificate of good standing for the Company
and each Guarantor from the secretary of state of the states of their
organizational jurisdiction dated as of a recent date; (ii) certified copies of
the Certificate of Incorporation and By-laws or other organization documents, as
applicable, of the Company and each Guarantor; (iii) a certificate of the
Secretary or an Assistant Secretary, as applicable, of the Company and each
Guarantor dated the Closing Date and certifying: (x) that neither the
Certificates of Incorporation nor the By-laws nor applicable governing documents
of the Company nor of any Guarantor has been amended since the date of their
certification (or if there has been any such amendment, attaching a certified
copy thereof); (y) that attached thereto is a true and complete copy of
resolutions adopted by the Board of Directors of the Company and by the board of
directors or other governing body or Persons of each Guarantor authorizing the
execution, delivery and performance of each Loan Document to which it is a party
and, with respect to the Company, the borrowings and other extensions of credit
hereunder; and (z) the incumbency and specimen 

     

    
      
        
        

      

      
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      signature
of each officer of the Company and of each officer or other authorized Person of
each Guarantor executing each Loan Document to which the Company or any
Guarantor is a party and any certificates or instruments furnished pursuant
hereto or thereto, and a certification by another officer of the Company and
each Guarantor as to the incumbency and signature of the Secretary or Assistant
Secretary of the Company and each Guarantor; and (iv) such other documents as
the Administrative Agent may reasonably request.

    

     

     

    (f) Insurance.  On or
prior to the Closing Date, the Administrative Agent shall have received a
certificate or certificates of insurance from an independent insurance broker or
brokers confirming the insurance required to be maintained by the Company and
the Guarantors pursuant to Section 6.01 hereof.

     

     

    (g) Assets Free from
Liens.  Prior to the Closing Date, the Administrative Agent
shall have received UCC, tax and judgment lien searches, evidencing that the
Company’s and each Guarantor’s accounts receivable,
inventory, equipment, and all other assets of the Company and each Guarantor,
are free and clear of all Liens except (i) Permitted Liens and (ii) liens to be
satisfied on the Closing Date pursuant to the terms hereof.

     

     

    (h) Fees and
Expenses.  On or prior to the Closing Date, the Lenders shall
have received all fees that may be payable to them pursuant to this Agreement
(including any fees payable to the Administrative Agent pursuant to a separate
fee letter executed by the Company on the date hereof) and reimbursement of
expenses in accordance with Section 10.03(b) hereof.

     

     

    (i) No
Litigation.  There shall exist no action, suit, investigation,
litigation or proceeding affecting the Company or any of its Subsidiaries
pending or, to the knowledge of the Company, threatened before any court,
governmental agency or arbiter that could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

     

     

    (j) Consents and
Approvals.  All governmental and third party consents and
approvals necessary in connection with the transactions contemplated by this
Agreement and the other Loan Documents shall have been obtained (without the
imposition of any conditions that are not reasonably acceptable to the Required
Lenders) and shall remain in effect, and no law or regulation shall be
applicable in the reasonable judgment of the Required Lenders that purports to
prevent the consummation of the transactions contemplated by this Agreement or
the making of the Loans or the issuance of the Letters of Credit as contemplated
hereunder.

     

     

    (k) No Material Adverse
Changes.  There shall not have occurred any material adverse
change in the business, operations, properties or condition (financial or
otherwise) of the Company and its Subsidiaries or the Company and the
Guarantors, taken as a whole, since July 31, 2008, other than as disclosed in
any report filed by the Company with the Securities and Exchange Commission
after such date.

     

     

    (l) Officer’s
Certificate.  On or prior to the Closing Date, the
Administrative Agent shall have received a certificate of a duly authorized
officer of the Company, dated the Closing Date, stating that (i) the
representations and warranties in Article IV hereof are true and correct on such
date as though made on and as of such date and that no event has occurred and is


     

    
      
        
        

      

      
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      continuing
which constitutes a Default or Event of Default and (ii) the Company is in
compliance, on a proforma basis, with the financial covenants described in
Section 7.12 hereof after giving effect to the issuance of the Convertible
Notes, along with calculations demonstrating the Company’s compliance
therewith.

    

     

     

    SECTION
5.02. Conditions to Extensions of
Credit.  The
obligation of each Lender to make each Loan hereunder and the obligation of the
Issuing Lender to issue, amend, renew or extend any Letter of Credit, including,
without limitation, the initial Loan and initial Letter of Credit, are further
subject to the following conditions precedent:

     

     

    (a) Representations and
Warranties.  The representations and warranties by the Company
and each Guarantor pursuant to this Agreement and the other Loan Documents to
which each is a party shall be true and correct in all material respects on and
as of the Borrowing Date or the date of issuance, amendment, renewal or
extension of such Letter of Credit, as applicable, with the same effect as
though such representations and warranties had been made on and as of such date
unless such representation is as of a specific date, in which case, as of such
date.

     

     

    (b) No Default.  No
Default or Event of Default shall have occurred and be continuing on the
Borrowing Date or on the date of issuance, amendment, renewal or extension of a
Letter of Credit or will result after giving effect to the Loan requested or the
requested issuance, amendment, renewal or extension of a Letter of
Credit.

     

     

    (c) Letter of Credit
Documentation.  With respect to the issuance, amendment,
renewal or extension of any Letter of Credit, the Issuing Lender shall have
received the documents and instruments requested by the Issuing Lender in
accordance with Section 2.03(a) hereof.

     

     

    Each
borrowing hereunder and each issuance, amendment or extension of a Letter of
Credit shall constitute a representation and warranty of the Company that the
statements contained in clauses (a), (b), and (c) of this Section 5.02 are true
and correct on and as of the Borrowing Date or as of the date of issuance,
amendment, renewal or extension of a Letter of Credit, as applicable, as though
such representation and warranty had been made on and as of such date unless, in
the case of clause (a), such representation is as of a specific date, in which
case, as of such date.

     

     

    ARTICLE
VI

    AFFIRMATIVE
COVENANTS

     

     

    The
Company covenants and agrees with the Lenders that so long as the Commitments
remain in effect, or any of the principal of or interest on the Notes or any
other Obligations hereunder (other than contingent reimbursement and
indemnification claims in respect of which no claim for payment has been
asserted in writing by the Person asserting the right to such payment, exclusive
of unreimbursed reimbursement Obligations of any Letter of Credit Party in
respect of Letter of Credit disbursements) shall be unpaid it will, and will
cause each Guarantor, to:

     

    
      
        
        

      

      
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    SECTION
6.01. Existence, Properties,
Insurance.  Except
as otherwise provided in this Agreement:  do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate,
partnership or limited liability company, as applicable, existence, rights and
franchises and comply in all material respects with all laws applicable to it;
at all times maintain, preserve and protect all franchises, patents, trademarks,
trade names and service marks necessary for the operation of its respective
business, and preserve all of its property, in each case, material to its
business and keep all property in good repair, working order and condition
(subject to normal wear and tear) and from time to time make, or cause to be
made, all needful and proper repairs, renewals, replacements, betterments and
improvements thereto so that the business carried on in connection therewith may
be properly conducted in the ordinary course; at all times preserve and maintain
in full force and effect all governmental rights, privileges, qualifications,
permits, licenses and franchises necessary for the normal conduct of its
business; and at all times maintain insurance covering its assets and its
businesses with financially sound and reputable insurance companies or
associations in such amounts and against such risks (including, without
limitation, hazard, business interruption, public liability and product
liability) as are usually carried by companies engaged in the same or similar
business.

     

     

    SECTION
6.02. Payment of Indebtedness and
Taxes.

     

    (a) Pay all
indebtedness and obligations, now existing or hereafter arising, as and when due
and payable except where (i) the validity or amount thereof is being contested
in good faith and by appropriate proceedings, which proceedings shall include
good faith negotiations, (ii) the Company, such Guarantor or such Domestic
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with Generally Accepted Accounting Principles applied on a consistent
basis and (iii) the failure to make such payment pending such contest could not
reasonably be expected to have a Material Adverse Effect, and

     

     

    (b) pay and
discharge or cause to be paid and discharged promptly all taxes, assessments and
government charges or levies imposed upon it or upon its income and profits, or
upon any of its property, real, personal or mixed, or upon any part thereof, as
and when due and payable, as well as all lawful claims for labor, materials and
supplies or otherwise which, if unpaid, might become a Lien, other than a
Permitted Lien, or charge upon such properties or any part thereof; provided, however, that neither
the Company, any Guarantor nor any of their respective Subsidiaries shall be
required to pay and discharge or cause to be paid and discharged any such tax,
assessment, charge, levy or claim so long as the validity thereof shall be
contested in good faith by appropriate proceedings, and the Company, such
Guarantor or such Domestic Affiliate, as the case may be, shall have set aside
on its books adequate reserves determined in accordance with Generally Accepted
Accounting Principles with respect to any such tax, assessment, charge, levy or
claim so contested; further, provided that,
subject to the foregoing proviso, the Company, each Guarantor and each of their
respective Subsidiaries will pay or cause to be paid all such taxes,
assessments, charges, levies or claims upon the commencement of proceedings to
foreclose any Lien which has attached as security therefore.

     

    
      
        
        

      

      
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    SECTION
6.03. Financial Statements,
Reports, etc.  Furnish
to the Administrative Agent (with sufficient copies for each
Lender):

     

    (a) as soon
as available and in any event before the earlier to occur of 90 days following
the end of a fiscal year of the Company and the date such statements are
required to be filed with the Securities and Exchange Commission after giving
effect to any permitted extension pursuant to Rule 12b-25 of the Securities and
Exchange Commission as it may be amended or replaced and which is applied for by
the Company, audited Consolidated financial statements of the Company and its
Subsidiaries which shall include consolidated and consolidating balance sheets,
income statements and statements of cash flow for the Company and its
Subsidiaries for such fiscal year and as of and for the prior fiscal year
(provided that in the case of consolidating statements of cash flows only, such
consolidating statements shall be prepared on a Segment Level Basis),
accompanied by an unqualified opinion thereon of KPMG, LLP or another nationally
recognized independent registered public accounting firm reasonably acceptable
to the Lenders (the “Auditor”);

     

     

    (b) as soon
as available and in any event before the earlier to occur of 50 days following
the end of each of the first three fiscal quarters of the Company and the date
such statements are required to be filed with the Securities and Exchange
Commission after giving effect to any permitted extension pursuant to Rule
12b-25 as it may be amended or replaced and which is applied for by the Company,
interim management-prepared consolidated and consolidating financial statements
of the Company and its Subsidiaries which shall include consolidated balance
sheets, income statements and statements of cash flow for the Company and its
Subsidiaries (provided that in the case of consolidating statements of cash
flows only, such consolidating statements shall be prepared on a Segment Level
Basis) (and, in each instance, such financial information shall be in
substantially the same format and presentation as reflected in the financial
statements publicly filed by the Company with the Securities and Exchange
Commission as of the Closing Date), with respect to each such quarter and for
the period commencing at the end of the previous fiscal year and ending with the
end of such quarter, all in reasonable detail stating in comparative form the
respective figures for the corresponding date and period in the previous fiscal
year, all prepared by or under the supervision of the Chief Financial Officer of
the Company in accordance with Generally Accepted Accounting Principles (subject
to normal year-end audit adjustments and the absence of complete
footnotes);

     

     

    (c) a
certificate prepared and signed by the Chief Financial Officer with each
delivery required by clauses (a) and (b) stating whether the Chief Financial
Officer shall have obtained actual knowledge of any Default or  Event
of Default hereunder and demonstrating that as of the last day of the relevant
fiscal year or quarter, as applicable, the Company was in compliance with the
financial condition covenants set forth in Section 7.12 hereof which certificate
shall include detail reasonably acceptable to the Administrative Agent,
including, if applicable, detail regarding the effect of any accounting rule
changes applicable to the Company;

     

     

    (d) simultaneously
with the delivery of the financial statements pursuant to clause (a) above,
(i) a copy of  the management letter,
if any, prepared by the Auditor, (ii) annual financial projections (including a
balance sheet, income statement and statement of cash flow) of the Company and
its Subsidiaries, on a Consolidated basis, for the then current fiscal year,
which projections shall be prepared in a manner consistent with the interim
management-prepared 

     

    
      
        
        

      

      
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      Consolidated
financial statements described in Section 6.03(b) above and (iii) a certificate
or certificates of insurance from an independent insurance broker or brokers
confirming that the insurance required to be maintained by the Company and the
Guarantors pursuant to Section 6.01 hereof is in full force and effect as of
such date; and

    

     

     

    (e) if
applicable, promptly and in any event, within five (5) days after filing
thereof, copies of all regular and periodic financial information, proxy
materials and other information and reports which the Company or any Guarantor
shall file with the Securities and Exchange Commission;

     

     

    (f) promptly
after submission to any government or regulatory agency, all documents and
information furnished to such government or regulatory agency other than such
documents and information prepared in the normal course of business and which
could not reasonably be expected to result in a Material Adverse
Effect;

     

     

    (g) simultaneously
with the delivery thereof to the Trustee (under and as defined in the
Indenture), copies of all notices delivered by the Company to the Trustee
pursuant to the Indenture; and

     

     

    (h) promptly,
from time to time, such other information regarding the operations, business
affairs and condition (financial or otherwise) of the Company or any Subsidiary
of the Company as any Lender may reasonably request, which information would
include, without limitation, accounts receivable agings, accounts payable
agings, analysts reports and projections.

     

     

    The
Company may satisfy its requirements under this Section 6.03 by making the
applicable financial statement, other filing or notice, available by link or
otherwise on its corporate website provided that such
website continues to be maintained and that there then exist no circumstances
which would prevent access to the website on more than a temporary basis not in
excess of one Business Day.  The Company shall notify the
Administrative Agent and the Lenders of all such postings and shall provide
written copies, sufficient for delivery to the Lenders, of any financial
statement, filing or notice to the Administrative Agent upon
request.

     

     

    SECTION
6.04. Books and Records; Access to
Premises.

     

    (a) Keep
adequate records and proper books of record and account in which complete
entries will be made in a manner to enable the preparation of financial
statements in accordance with Generally Accepted Accounting Principles, and
which shall reflect all financial transactions of the Company, each Guarantor
and each of their respective Subsidiaries.

     

     

    (b) At any
reasonable time and as often as reasonably required, permit the Administrative
Agent or any agents or representatives thereof to examine and make copies of and
abstracts from the books and financial records of such information which the
Administrative Agent reasonably deems is necessary or desirable (including,
without limitation, the financial records of the Company, each Guarantor and
each of their respective Subsidiaries) and to, upon reasonable prior notice to
the Company provided no Default
or Event of Default has occurred, visit the properties of the Company, each
Guarantor and each of their respective Subsidiaries and 

     

    
      
        
        

      

      
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      to
discuss the affairs, finances and accounts of the Company, each Guarantor and
each of their respective Subsidiaries with any of their respective Executive
Officers or the Company’s independent accountants.

    

     

     

    SECTION
6.05. Notice of Adverse
Change.  Promptly
notify the Administrative Agent in writing of (a) any change in the business or
the operations of the Company, any Guarantor or any of their respective
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect, and (b) any information which indicates that any financial statements
which are the subject of any representation contained in this Agreement, or
which are furnished to the Administrative Agent or the Lenders pursuant to this
Agreement, fail, to present fairly in all material respects, as of the date
thereof and for the period covered thereby, the financial condition and results
of operations purported to be presented therein, disclosing the nature
thereof.

     

     

    SECTION
6.06. Notice of
Default.  Promptly
notify the Administrative Agent of any Default or Event of Default which shall
have occurred or the occurrence of existence of any event or circumstance that,
in the reasonable judgment of the Company, is likely to become an Event of
Default, which notice shall include a written statement as to such occurrence,
specifying the nature thereof and the action (if any) which is proposed to be
taken with respect thereto.

     

     

    SECTION
6.07. Notice of
Litigation.  Promptly
notify the Administrative Agent of any action, suit or proceeding at law or in
equity or by or before any governmental instrumentality or other agency to which
the Company or any of its Subsidiaries is a party which could reasonably be
expected to have a Material Adverse Effect.

     

     

    SECTION
6.08. Notice of Default in Other
Agreements.  Promptly
notify the Administrative Agent of any default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
agreement or instrument to which the Company, any Guarantor or any of their
respective Subsidiaries is a party which default could reasonably be expected to
have a Material Adverse Effect.

     

    SECTION
6.09. Notice of ERISA
Event.  Promptly
after the Company knows any of the following, but only if the occurrence of any
such event could reasonably be expected to have a Material Adverse Effect,
deliver to the Administrative Agent a certificate of the Chief Financial Officer
of the Company setting forth details as to the occurrence and the action, if
any, which the Company, any Guarantor, any Subsidiary or any ERISA Affiliate is
required to take, together with any notices (in the Company’s possession or
reasonably obtainable by it) the Company, such Guarantor, such Subsidiary or
such ERISA Affiliate is required to give to or file with the PBGC, a Plan
participant or the Plan administrator, with respect thereto:  that a
Reportable Event has occurred with respect to a Plan, that an accumulated
funding deficiency (as defined in Section 412 of the Code) has been incurred or
an application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan that is a single employer Plan (within
the meaning of Section 4001(a)(15) of ERISA), that a Plan has been terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA, that one
or more Plans that are single employer 

     

    
      
        
        

      

      
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      Plans
(within the meaning of Section 4001(a)(15) of ERISA) have an Unfunded Current
Liability, that proceedings have been instituted to terminate a Plan, that a
proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan, or that the Company, any Guarantor, any of
their respective Subsidiaries or any ERISA Affiliate will incur any material
liability (including any material contingent or secondary liability) to or on
account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4201 or 4204 of ERISA.  Upon written request of any
Lender, the Company will deliver to each Lender a complete copy of the annual
report (Form 5500) of each Plan that is a single employer Plan (within the
meaning of Section 4001(a)(15) of ERISA) (in the Company’s possession or
reasonably obtainable by it), filed with the Internal Revenue
Service.

    

     

     

    SECTION
6.10. Notice of Environmental Law
Violations.  Promptly
notify the Administrative Agent of the receipt of any notice of an action, suit,
and proceeding before any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, pending against the
Company, any Guarantor or any of their respective Subsidiaries relating to any
alleged violation of any Environmental Law which could reasonably be expected to
have a Material Adverse Effect.

     

    SECTION
6.11. Compliance with Applicable
Laws.  Comply
with the requirements of all applicable laws, rules, regulations and orders of
any Governmental Authority, the breach of which could reasonably be expected to
have a Material Adverse Effect, including, without limitation, the rules and
regulations of the Board of Governors of the Federal Reserve System and the
Federal Deposit Insurance Corporation.

     

     

    SECTION
6.12. Subsidiaries and
Affiliates.  Give
the Administrative Agent prompt written notice of the creation, establishment or
acquisition, in any manner, of any new Subsidiary of the Company not existing on
the Closing Date.  Subject to the last sentence of this Section 6.12,
the Company and each Guarantor shall execute a Pledge Agreement, in the form of
Exhibit B-1 or B-2 hereof, as applicable, with respect to the shares of capital
stock or other ownership interest of each Subsidiary of the Company or such
Guarantor (together with certificates and powers with respect to such interests,
duly endorsed in blank, and in the event of uncertificated interests, UCC-1
financing statements identifying such interest and executed by the holder of
such interest or such other documentation as reasonably requested by the
Administrative Agent in order to grant and perfect a security interest in such
ownership interest, including, without limitation, in the case of Domestic
Subsidiaries and Material Non-Domestic Subsidiaries, a favorable opinion of
counsel as to the validity and enforceability of such Pledge
Agreement).  In addition, each new Domestic Subsidiary of the Company
shall execute a joinder agreement with respect to the Guaranty, in favor of the
Administrative Agent, as agent for the Lenders, within ten (10) days after the
creation, establishment or acquisition of such Domestic Subsidiary and in
connection therewith shall provide to each Lender the supporting documents
identified in clauses (i), (ii) and (iii) of Section 5.01(e) hereof in each case
with respect to such Domestic Subsidiary.  Notwithstanding anything to
the contrary herein and except as otherwise provided in the Pledge Agreement,
the Company and the Guarantors shall not be required to pledge more than 65% of
the capital stock of any Non-Domestic Subsidiary.  The Company will
notify the Administrative Agent if any Non-Domestic Subsidiary which is not a
Material Non-Domestic Subsidiary becomes a Material Non-Domestic Subsidiary and
will deliver to the Administrative Agent within 90 days of such Non-Domestic
Subsidiary becoming a Material 

     

    
      
        
        

      

      
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      Non-Domestic
Subsidiary, a favorable opinion of counsel as to the validity and enforceability
of the Pledge Agreement executed by such entity’s parent
corporation.

    

     

    SECTION
6.13. Environmental
Laws.  Comply
in all material respects with the requirements of all applicable Environmental
Laws and defend, indemnify, and hold harmless the Administrative Agent and each
Lender and their respective employees, agents, officers, and directors, from and
against any claims, demands, penalties, fines, liabilities, settlements,
damages, costs, or expenses of whatever kind or nature, known or unknown,
contingent or otherwise, arising out of, or in any way related to, (a) the
presence, disposal, or release of any Hazardous Materials on any property at any
time owned or occupied by the Company, any Guarantor or any Subsidiary of the
Company or any Guarantor; (b) any personal injury (including wrongful death) or
property damage (real or personal) arising out of or related to such Hazardous
Materials; (c) any lawsuit brought or threatened, settlement reached, or
government order relating to such Hazardous Materials, and/or (d) any violation
of applicable Environmental Laws, including, without limitation, reasonable
attorney and consultant fees, investigation and laboratory fees, court costs,
and litigation expenses.

    


     

    SECTION
6.14. Subordinated
Debt.  Provide to the
Administrative Agent copies of all documents governing the terms of all
Subordinated Debt incurred pursuant to Section 7.01 hereof, promptly following
the incurrence thereof.  In addition, prior to making any payment in
full or other prepayment of Subordinated Indebtedness as permitted pursuant to
Section 7.17, the Borrower shall provide the Administrative Agent with not less
than five (5) Business Days prior written notice specifying the amount of such
payment and certifying that no Event of Default has occurred and is continuing
or would occur after giving effect thereto.

     

     

    ARTICLE
VII

    NEGATIVE
COVENANTS

     

    The
Company covenants and agrees with the Lenders that so long as the Commitments
remain in effect or any of the principal of or interest on any Note or any other
Obligations hereunder (other than contingent reimbursement and indemnification
claims in respect of which no claim for payment has been asserted in writing by
the Person asserting the right to such payment, exclusive of unreimbursed
reimbursement obligations of any Letter of Credit Party in respect of Letter of
Credit disbursements) shall be unpaid, it will not, and will not cause or permit
any Guarantor or any Subsidiaries of the Company or any Guarantor, directly or
indirectly, to:

     

     

    SECTION
7.01. Indebtedness.  Incur,
create, assume or suffer to exist or otherwise become liable in respect of any
Indebtedness, other than:

     

     

    (a) Indebtedness
incurred prior to the date hereof as described on Schedule II attached
hereto;

     

     

    
      
        
        

      

      
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    (b) Indebtedness
to the Lenders under this Agreement, the Notes or any other Loan
Document;

     

     

    (c) Indebtedness
for trade payables incurred in the ordinary course of business; provided such
payables shall be paid or discharged when due;

     

     

    (d) Indebtedness
consisting of guaranties permitted pursuant to Section 7.03 hereof;

     

     

    (e) Indebtedness
secured by purchase money liens as permitted under Section 7.02(i) hereof and
Indebtedness arising under Capital Leases; provided that the
aggregate amount of such Indebtedness incurred shall not exceed $10,000,000 in
any fiscal year or $15,000,000 at any time outstanding; and, further, provided no Default
or Event of Default shall have occurred and be continuing or would occur after
giving effect to the incurrence of such Indebtedness;

     

     

    (f) Indebtedness
with respect to Hedging Agreements entered into by the Company, provided that such
Hedging Agreements shall be entered into in the ordinary course of its business
and not for speculative purposes;

     

     

    (g) Indebtedness
for taxes, assessments or other governmental charges or levies not yet
delinquent or which are being contested in good faith by appropriate
proceedings; provided, however, that
adequate reserves with respect thereto are maintained on the books of the
Company or any Subsidiary of the Company in accordance with Generally Accepted
Accounting Principles;

     

     

    (h) Indebtedness
owing by (i) the Company to any Guarantor or (ii) any Guarantor to the Company
or any other Guarantor, to the extent that such Indebtedness is not otherwise
prohibited by the terms and conditions of this Agreement;

     

     

    (i) Indebtedness
of any Person that becomes a Subsidiary on or after the date hereof (including,
without limitation, as a result of any Permitted Acquisition); provided that such
Indebtedness incurred pursuant to this Section 7.01(i) (A) shall not exceed (x)
$10,000,000 in connection with any individual acquisition or (y) $30,000,000 in
the aggregate at any time outstanding; and further provided that such
Indebtedness (i) exists at the time such Person becomes a Subsidiary, (ii) is
not created in anticipation or contemplation of such Person becoming a
Subsidiary, (iii) is not directly or indirectly recourse to the Company or any
of the Guarantors or any of their respective assets, other than to the Person
that becomes a Subsidiary, (iv) is purchase money indebtedness or indebtedness
secured only by mortgages on real property, and (v) is not unsecured
indebtedness or indebtedness secured by assets of such Subsidiary other than as
contemplated by the preceding clause (iv); or (B) is Subordinated Indebtedness,
provided that if any agreement or instrument governing the terms of such
Subordinated Indebtedness has any covenant (including a financial covenant)
which is more restrictive that the corresponding covenant set forth in this
Agreement or does not have a corresponding covenant in this Agreement, then the
Administrative Agent shall, at the request of the Required Lenders, have the
right to amend this Agreement to incorporate such covenants from such
Subordinated Indebtedness;

     

    
      
        
        

      

      
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    (j) Indebtedness
in respect of bid, performance or surety bonds issued for the account of the
Company or any of the Guarantors in the ordinary course of business, including
guarantees or obligations of the Company or any of the Guarantors with respect
to letters of credit supporting such bid, performance or surety obligations (in
each case other than for an obligation for money borrowed) provided that any
such Letters of Credit that are issued on or after the Closing Date are issued
by the Issuing Lender hereunder unless the beneficiary of such Letter of Credit
will not accept a letter of credit issued by the Issuing Lender;

     

     

    (k) Contingent
Obligations of the Company or any of the Guarantors in respect of Indebtedness
otherwise permitted under this Section 7.01 (other than this Section
7.01(k));

     

     

    (l) Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business;
provided, however, that such Indebtedness is extinguished within five Business
Days of incurrence;

     

     

    (m) (i)
Indebtedness of any Non-Domestic Subsidiary owing to any party other than the
Company and/or any Guarantor not exceeding $10,000,000 in the aggregate at any
time outstanding; provided that such
Indebtedness is not directly or indirectly recourse to the Company or any of the
Guarantors or of their respective assets, other than to such Non-Domestic
Subsidiary and (ii) Indebtedness of any Non-Domestic Subsidiary owing to the
Company and/or any Guarantor not exceeding $30,000,000 in the aggregate at any
time outstanding provided that no more than $10,000,000 of such Indebtedness may
be incurred in any calendar year;

     

     

    (n) Indebtedness
which represents a refinancing or renewal of any of the Indebtedness described
in clauses (a), (b), (d) and (e); provided that (A) any
such refinancing Indebtedness is in an aggregate principal amount (or aggregate
amount, as applicable) not greater than the aggregate principal amount (or
aggregate amount, as applicable) of the Indebtedness being renewed or
refinanced, plus the amount of any reasonable premiums required to be paid
thereon and reasonable fees and expenses associated therewith, (B) in the case
of Indebtedness described in clauses (a) and (e), such refinancing Indebtedness
has a later or equal final maturity and longer or equal weighted average life to
maturity than the Indebtedness being renewed or refinanced, (C) the covenants,
events of default, subordination (including lien subordination) and other terms,
conditions and provisions thereof (including any guarantees thereof or security
documents in respect thereof) shall be, in the aggregate, no less favorable to
the Company or any Guarantors, as applicable, than those contained in the
Indebtedness being renewed or refinanced and (D) no Event of Default has
occurred and is continuing or would result therefrom;

     

     

    (o) Indebtedness
incurred in the ordinary course of business solely to support any Company or any
Guarantor’s insurance or self-insurance obligations (including to secure
workmen’s compensation and other similar insurance coverage; or

     

     

    (p) Additional
Indebtedness of the Company and the Guarantors in an aggregate amount at any
time outstanding not to exceed $10,000,000, provided that (i) no
Default or Event of Default has occurred and is then continuing and (ii) such
Indebtedness shall be unsecured.

     

    
      
        
        

      

      
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    SECTION
7.02. Liens.  Incur,
create, assume or suffer to exist any Lien on any of their respective assets now
or hereafter owned, other than:

     

    (a) Liens
existing on the date hereof as set forth on Schedule III attached hereto and any
Lien granted as a replacement or substitute therefor; provided that any
such replacement or substitute Lien (i) except as permitted by
Section 7.01(n), does not secure an aggregate amount of Indebtedness or
other obligations, if any, greater than that secured on the date hereof (minus the aggregate
amount of any permanent repayments and prepayments thereof since the Closing
Date, but only to the extent that such repayments and prepayments by their terms
cannot be reborrowed or redrawn and do not occur in connection with a
refinancing of all or a portion of such Indebtedness) and (ii) does not encumber
any property other than the property subject thereto on the Closing
Date;

     

     

    (b) Liens
securing Indebtedness described in Section 7.01(h) hereof;

     

     

    (c) carriers’,
warehousemens’, mechanics’, suppliers’ or other like Liens arising in the
ordinary course of business and not overdue for a period of more than thirty
(30) days or which are being contested in good faith by appropriate proceedings
in a manner which will not jeopardize or diminish the interest of the
Administrative Agent in any of the collateral subject to the Pledge Agreements,
provided that
adequate reserves with respect thereto are maintained on the books of the
Company or any Subsidiary of the Company in accordance with Generally Accepted
Accounting Principles;

     

     

    (d) Liens
incurred or deposits to secure the performance of tenders, bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety,
performance and appeal bonds, and other obligations of similar nature incurred
in the ordinary course of business;

     

     

    (e) any
attachment, judgment or similar Lien arising in connection with any court or
governmental proceeding, provided that the
execution or other enforcement of such Lien is effectively stayed within thirty
(30) days;

     

     

    (f) easements,
rights of way, restrictions and other similar charges or encumbrances incurred
in the ordinary course of business which in the aggregate do not interfere in
any material respect with the occupation, use and enjoyment by the Company, any
Guarantor or any of their respective Subsidiaries of the property or assets
encumbered thereby in the normal course of their respective business or
materially impair the value of the property subject thereto;

     

     

    (g) deposits
under workmen’s compensation, unemployment insurance and social security
laws;

     

     

    (h) Liens in
favor of the Administrative Agent, for the ratable benefit of the Lenders, under
this Agreement or any other Loan Document;

     

     

    (i) purchase
money liens for fixed or capital assets including obligations with respect to
Capital Leases permitted under Section 7.01(e); provided in each case
(i) no Default or Event of Default shall have occurred and be continuing at the
time such Lien is created, (ii) such purchase money lien does not exceed 100% of
the purchase price of, and encumbers only, the 

     

    
      
        
        

      

      
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      property
acquired and (iii) such purchase money lien does not secure any Indebtedness
other than in respect of the purchase price of the asset
acquired

    

     

     

    (j) Liens in
favor of banks or other depository institutions upon property or assets of the
Company, the Guarantors or any of their respective Subsidiaries arising under
the common law, customary customer agreements or pursuant to contractual rights
of set off;

     

     

    (k) inchoate
Liens for taxes, assessments or governmental charges or levies not yet due and
payable or delinquent and Liens for taxes, assessments or governmental charges
or levies, which are being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted for which adequate reserves have
been established in accordance with Generally Accepted Accounting Principals,
which proceedings (or orders entered in connection with such proceedings) have
the effect of preventing the forfeiture or sale of the property subject to any
such Lien;

     

     

    (l) leases of
the properties of the Company, any Guarantor or any of their respective
Subsidiaries, in each case entered into in the ordinary course of the Company,
any Guarantor or any of their respective Subsidiaries’ businesses so long as
such leases do not, individually or in the aggregate, (i) interfere in any
material respect with the ordinary conduct of the business of the Company, any
Guarantor or any of their respective Subsidiaries or (ii) materially impair the
use (for its intended purposes) or the value of the property subject
thereto;

     

     

    (m) Liens
arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by the Company, any Guarantor or
any of their respective Subsidiaries  in the ordinary course of
business in accordance with the past practices of the Company, any Guarantor or
any of their respective Subsidiaries;

     

     

    (n) Liens on
property rented to, or leased by, the Company pursuant to a Sale and Leaseback
Transaction; provided that (i) such Sale and Leaseback Transaction is permitted
by Section 7.08, (ii) such Liens do not encumber any other property of the
Company and (iii) such Liens secure only the attributable Indebtedness incurred
in connection with such Sale and Leaseback Transaction;

     

     

    (o) Liens on
property of a Person existing at the time such Person is acquired or merged with
or into or consolidated with the Company to the extent permitted hereunder;
provided that
such Liens (i) are purchase money liens or mortgage liens on real property, (ii)
do not extend to property not subject to such Liens at the time of such
Acquisition, merger or consolidation (other than improvements thereon), (iii)
are no more favorable to the lienholders than such existing Liens and (iv) are
not created in anticipation or contemplation of such acquisition, merger or
consolidation;

     

     

    (p) licenses
of intellectual property granted by the Company or any Guarantor in the ordinary
course of business and not interfering in any material respect with the ordinary
conduct of business of the Company or any Guarantor;

     

     

    (q) the
filing of UCC financing statements solely as a precautionary measure in
connection with operating leases or consignment of goods;

     

    
      
        
        

      

      
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    (r) Liens of
a collecting bank arising in the ordinary course of business under Section 4-208
of the UCC covering only the items being collected upon;

     

     

    (s) Liens
granted by the Company, any Guarantor or any of their respective Subsidiaries in
favor of the Company or any Guarantor in respect of Indebtedness owed by such
party to the Company or such Guarantor; and

     

     

    (t) additional
Liens incurred by the Company, any Guarantor or any of their respective
Subsidiaries so long as the aggregate value of the property subject to such
Liens, and any Indebtedness secured thereby, do not exceed $10,000,000 at any
time provided that such liens are purchase money liens, mortgage liens on real
property, or liens on cash collateral pledged to secure letters of credit
permitted to be issued under Section 7.01(j).

     

     

    SECTION
7.03. Guaranties.  Guarantee,
endorse, become surety for, or otherwise in any way become or be responsible for
the Indebtedness or obligations of any Person, whether by agreement to maintain
working capital or equity capital or otherwise maintain the net worth or
solvency of any Person or by agreement to purchase the Indebtedness of any other
Person, or agreement for the furnishing of funds, directly or indirectly,
through the purchase of goods, supplies or services for the purpose of
discharging the Indebtedness of any other Person or otherwise, or enter into or
be a party to any contract for the purchase of merchandise, materials, supplies
or other property if such contract provides that payment for such merchandise,
materials, supplies or other property shall be made regardless of whether
delivery of such merchandise, supplies or other property is ever made or
tendered except:

     

     

    (a) guaranties
executed or committed prior to the date hereof as described on Schedule IV
attached hereto including any renewals or extension thereof provided that such
renewals or extension do not increase the maximum exposure pursuant to the
guaranty;

     

     

    (b) endorsements
of negotiable instruments for collection or deposit in the ordinary course of
business;

     

     

    (c) guaranties
of any Indebtedness under this Agreement or any other Loan
Document;

     

     

    (d) guaranties
in the ordinary course of business of suppliers, landlords, customers,
franchises and licensees of the Company, any Guarantor or any of their
respective Subsidiaries; and

     

     

    (e) guaranties
by the Company, any Guarantor or any of their respective Subsidiaries of any
Indebtedness permitted pursuant to Section 7.01 hereof.

     

     

    SECTION
7.04. Sale of
Assets.  Sell,
lease, transfer or otherwise dispose of their respective properties and assets,
except for:

     

     

    (a) the sale
of inventory disposed of in the ordinary course of business, dispositions of
cash and Eligible Investments in the ordinary course of business, and the sale
or 

     

    
      
        
        

      

      
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      other
disposition of properties or assets no longer used or useful in the conduct of
their respective businesses.

    

     

     

    (b) other
dispositions of property which are made for fair market value and on an
arms-length commercial basis, provided that the aggregate amount of such
dispositions during the term of this Agreement shall not exceed fifteen percent
(15%) of the Consolidated book value of the assets of the Company and its
Subsidiaries;

     

     

    (c) leases of
real or personal property in the ordinary course of business;

     

     

    (d) Investments
in compliance with Section 7.06;

     

     

    (e) mergers
and consolidations in compliance with Section 7.11;

     

     

    (f) any
disposition of property that occurs as a consequence of a casualty
event;

     

     

    (g) any
disposition of property by any Subsidiary of the Company to the Company or any
of its Subsidiaries; provided that if the
transferor of such property is a Guarantor, the transferee thereof must be the
Company or a Guarantor;

     

     

    (h) licenses
of technology and other intellectual property entered into in the ordinary
course of business; and

     

     

    (i) the sale
or exchange of specific items of machinery or equipment, so long as the proceeds
of each such sale or exchange is used to acquire replacement items of machinery
or equipment.

     

     

    For
purposes of calculating compliance with Section 7.04 (b) above only,
"Consolidated book value of the assets of the Company and its Subsidiaries"
shall mean the Consolidated book value of the assets of the Company and its
Subsidiaries as reflected on the unaudited Consolidated balance sheet of the
Company and its Subsidiaries as of April 30, 2009, plus, without duplication,
(i) the excess of Consolidated book value of the assets of the Company and its
Subsidiaries as reflected on any Consolidated balance sheet of the Company
and its Subsidiaries included in the financial statements delivered pursuant to
Section 6.03 (a) over Consolidated book value of the assets of the Company and
its Subsidiaries as at April 30, 2009, and (ii) the book value of the assets
acquired by the Company or any of its Subsidiaries pursuant to a Permitted
Acquisition

     

     

    SECTION
7.05. Sales of
Receivables.  Sell,
transfer, discount or otherwise dispose of notes, accounts receivable or other
obligations owing to the Company, any Guarantor or any of their respective
Subsidiaries, with or without recourse, except for collection in the ordinary
course of business.

     

    SECTION
7.06. Loans and
Investments.  Make
or commit to make any advance, loan, extension of credit, or capital
contribution to, or purchase or hold beneficially any stock or other securities,
or evidence of Indebtedness of, purchase or acquire all or a substantial part of


     

    
      
        
        

      

      
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      the
assets of, make or permit to exist any interest whatsoever in, any other Person
except for (a) the ownership of stock of any Subsidiaries existing as of the
Closing Date or acquired after the date hereof, provided that the
Company or Guarantor, as applicable, has complied with its obligations under
Section 6.12 hereof with respect to such new Subsidiary, (b) Eligible
Investments, (c) loans and advances by the Company to any Guarantor and loans
and advances by any Guarantor to the Company or any other Guarantor, (d)
Permitted Acquisitions, (e) the Company and its Subsidiaries may acquire and
hold receivables owing to it, if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms
(including the dating of receivables) of the Company or such Subsidiary, (f) the
Company and its Subsidiaries may acquire and own investments (including debt
obligations) received in connection with the bankruptcy or reorganization of
suppliers and customers and in settlement of delinquent obligations of, and
other disputes with, customers and suppliers arising in the ordinary course of
business, (g) Hedging Agreements entered into in the ordinary course of business
and not for speculative purposes, (h) advances, loans and investments in
existence on the Closing Date and listed on Schedule 7.06 shall be permitted,
without giving effect to any additions thereto or replacements thereof (except
those additions or replacements which are existing obligations as of the Closing
Date), (i) loans and advances by the Company and its Subsidiaries to employees
of the Company and its Subsidiaries for moving and travel expenses and other
similar expenses provided that the aggregate amount of such loans or advances
shall not exceed $5,000,000 at any time outstanding, (j) the Company and its
Subsidiaries may acquire and hold promissory notes and/or equity securities
issued by the purchaser or purchasers in connection with the sale of assets to
the extent permitted under Section 7.04, (k) Non-Domestic Subsidiaries may make
investments in other Non-Domestic Subsidiaries, (l) the Company may contribute
cash to one or more of its Subsidiaries that are or become Guarantors formed
after the Closing Date in accordance with Section 6.12 (including in connection
with a Permitted Acquisition) so long as such Subsidiary remains a Guarantor and
(m) the Company and/or the Guarantors may make loans or advances to Non-Domestic
Subsidiaries provided that the aggregate amount of such loans or advances shall
not exceed $30,000,000 at any time outstanding and provided further that the
aggregate principal amount of such loans or advances made in any calendar year
shall not exceed $10,000,000.

    

    


     

    SECTION
7.07. Nature of
Business.  Change
or alter, in any material respect, the nature of its business from the nature of
the business conducted by the Company and its Subsidiaries, taken as a whole,
engaged in by them on the date hereof (or reasonable extension thereof or any
business incidental thereto) except as a result of any Permitted
Acquisition.

     

    SECTION
7.08. Sale and
Leaseback.  Enter
into any arrangement, directly or indirectly, with any Person whereby it shall
sell or transfer any property, whether real or personal, used or useful in its
business, whether now owned or hereafter acquired, if at the time of such sale
or disposition it intends to lease or otherwise acquire the right to use or
possess (except by purchase) such property or like property for a substantially
similar purpose (a “Sale and Leaseback
Transaction”); unless (A) the Sale and Leaseback Transaction is permitted
by Section 7.01(i), assuming the attributable Indebtedness with respect to the
Sale and Leaseback Transaction constituted Indebtedness under Section 7.01, and
any Liens arising in connection with its use of the property are permitted by
Section 7.02(o) or (B)(i) the sale of such property is entered into in the
ordinary course of business and is made for cash consideration in an amount not
less than the fair market value of such property, (ii) the Sale and Leaseback
Transaction is 

     

    
      
        
        

      

      
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      permitted
by Section 7.04 and is consummated within 10 Business Days after the date on
which such property is sold or transferred, (iii) any Liens arising in
connection with its use of the property are permitted by Section 7.02(i), (iv)
the Sale and Leaseback Transaction would be permitted under Section 7.01,
assuming the attributable Indebtedness with respect to the Sale and Leaseback
Transaction constituted Indebtedness under Section 7.01, and (v) the aggregate
value of property subject to Sale and Leaseback Transactions shall not exceed
$10,000,000 with respect to any single transaction, or $30,000,000 at any
time.

    

     

     

    SECTION
7.09. Federal Reserve
Regulations.  Permit
any Loan or the proceeds of any Loan to be used for any purpose which violates
the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

     

     

    SECTION
7.10. Accounting Policies and
Procedures.  Permit
any change in the accounting policies and procedures of the Company, any
Guarantor or any of their respective Subsidiaries, including a change in fiscal
year, except such internal policy changes which do not materially affect the
preparation of the financial statements to be delivered pursuant to this
Agreement and the calculation of the financial covenants set forth in Section
7.12 hereof, provided, however, that any
policy or procedure required to be changed by the Financial Accounting Standards
Board (or other board or committee thereof) in order to comply with Generally
Accepted Accounting Principles may be so changed; provided further, that solely
for the purposes of calculating compliance with Section 7.12, Generally Accepted
Accounting Principles shall be determined on the basis of such principles in
effect on the Closing Date and consistent with those used in the preparation of
the most recent audited financial statements referred to in Section 6.03. In the
event that any “Accounting Change” (as defined below) shall occur and such
change results in a change in the method of calculation of financial covenants,
standards or terms in this Agreement, then the Company, the Administrative Agent
and the Lenders agree to enter into good faith negotiations in order to amend
such provisions of this Agreement so as to reflect equitably such Accounting
Changes with the desired result that the criteria for evaluating the Company’s
financial condition shall be the same after such Accounting Changes as if such
Accounting Changes had not been made. Until such time as such an amendment shall
have been executed and delivered by the Company, the Administrative Agent and
the Required Lenders, all financial covenants, standards and terms in the
Agreement shall continue to be calculated or construed as if such Accounting
Changes had not occurred. “Accounting Changes” refers to changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the Securities and Exchange
Commission.  Notwithstanding anything in this Section 7.10 or Section
7.12 to the contrary, for purposes of the determination of Consolidated EBITDA
for any purpose herein, no Accounting Change presently pending and/or
subsequently adopted which would otherwise require that SFAS No. 141 and EITF
Issue No. 95-3 no longer be used pursuant to Generally Accepted Accounting
Principles shall be binding or applicable hereunder.  

     

     

    SECTION
7.11. Limitations on Fundamental
Changes, Limitations on Consideration.  Except
as permitted by Section 7.04 hereof, merge or consolidate with, or sell, assign,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now or hereafter
acquired) to, any Person, or, acquire all of the stock or all or substantially
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      wind up
or dissolve or suffer any liquidation or
dissolution.   Notwithstanding the foregoing, the following shall
be permitted:

    

    


     

    (a) any
Permitted Acquisition;

     

     

    (b) any
Subsidiary of the Company or any Guarantor may merge with and into the Company
or a Guarantor or any other Subsidiary of the Company or any Guarantor, (b) any
Non-Domestic Subsidiary of the Company may merge with and into another
Non-Domestic Subsidiary of the Company, provided that (i) the
Company shall notify the Administrative Agent not less than five (5) days prior
to such event, and (ii) no Non-Domestic Subsidiary of the Company or any
Guarantor with respect to which the Administrative Agent has received a pledge
of stock shall merge with and into another Non-Domestic Subsidiary of the
Company unless 65% of the shares or other ownership interests of the surviving
Subsidiary are pledged to the Administrative Agent for the benefit of the
Lenders; and

     

     

    (c) any
Subsidiary may dissolve, liquidate or wind up its affairs at any time if such
dissolution, liquidation or winding up is not disadvantageous to the
Administrative Agent or any Lender in any material respect.

     

     

    SECTION
7.12. Financial Condition
Covenants.

     

    (a) Minimum
EBITDA.  Permit, as of the last day of any fiscal quarter,
Consolidated EBITDA to be less than $40,000,000, determined on a rolling four
fiscal quarters basis, commencing with the fiscal quarter ending July 31,
2009.

     

     

    (b) Minimum Fixed Charge Coverage
Ratio.  Permit the Fixed Charge Coverage Ratio, at the end of
any fiscal quarter, commencing with the fiscal quarter ending July 31, 2009, to
be less than 2.00:1.00.

     

     

    (c) Maximum Consolidated Total
Indebtedness/Consolidated EBITDA.  Permit the ratio of
Consolidated Total Indebtedness to Consolidated EBITDA to be greater than 2.50:1.00, at any time
commencing with the fiscal quarter ending July 31, 2009.

     

     

    Compliance
with all of the financial covenants contained in this Section 7.12 shall be
determined by reference to the consolidated financial statements of the Company
and its Subsidiaries delivered to the Administrative Agent in accordance with
Section 6.03 hereof.  All defined terms relating to accounting terms
or to financial ratios or to the financial performance of the Company shall be
determined and measured on a Consolidated basis.

     

     

    SECTION
7.13. Dividends.  Declare
any dividend on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of any class of stock of the
Company, any Guarantor or any of their respective Subsidiaries, whether now or
hereafter outstanding, or make any other distribution in respect thereof, either
directly or indirectly, whether in cash, securities or property or in
obligations of the Company, such Guarantor or such Subsidiary in any combination
thereof; provided, however, that any
Subsidiary of the Company or a Guarantor 

     

    
      
        
        

      

      
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      may make
such distributions to its parent.  Notwithstanding the foregoing and
subject to the next sentence, the Company shall be permitted to pay cash
dividends and to repurchase Equity Securities issued by the Company for cash
provided that
(i) the aggregate amount of such dividends plus cash amounts expended to
repurchase Equity Securities shall not exceed (a) in any fiscal year, fifty
percent (50%) of the prior fiscal year's Consolidated Net Income commencing with
the fiscal year ending July 31, 2009, plus (b) an aggregate amount equal to
$50,000,000 during the term of this Agreement.  For purposes of calculating
compliance with the previous sentence, all dividends paid shall be applied first
against the $50,000,000 referred to in clause (b) of such sentence, and amounts
which the Company could  distribute in any fiscal year pursuant to clause
(a) of such sentence, but does not distribute may not be carried forward
into subsequent fiscal years.  Prior to declaring any such dividend or
making any repurchase of Equity Securities, the Company shall deliver to the
Administrative Agent a Certificate of the Chief Financial Officer of the Company
demonstrating that, on a pro forma basis, the Company will be in compliance with
the financial condition covenants of Section 7.12 hereof after giving effect to
such dividend or repurchase.

    

     

     

    SECTION
7.14. Transactions with
Affiliates.  Enter
into any transaction, including, without limitation, the purchase, sale, or
exchange of property or the rendering of any service, with any Affiliate except
upon fair and reasonable terms no less favorable to the Company, such Guarantor
or such Subsidiary than they would obtain in a comparable arms-length
transaction with a Person not an Affiliate.

     

     

    SECTION
7.15. Limitation on Negative
Pledges.  Enter
into any agreement, arrangement or understanding with any Person (other than the
Administrative Agent for the benefit of the Lenders) pursuant to which the
Company, any Guarantor or any of their respective Subsidiaries agrees not to
grant any Lien upon any of its assets other than those Permitted Liens currently
in existence.

     

     

    SECTION
7.16. Convertible
Notes.  Amend,
modify or supplement the Indenture in any manner which would result in the
Notes, or any portion of the Notes, becoming due and payable in cash before the
Revolving Credit Commitment Termination Date, provided, however, that for the
avoidance of doubt, any cash amount being paid in respect of any Equity
Securities and permitted by Section 7.13 hereof shall not be prohibited
hereby.

     

     

    SECTION
7.17. Subordinated
Debt.  Directly or
indirectly pay, prepay, defease, purchase, redeem, or otherwise acquire any
Subordinated Debt if an Event of Default has occurred and is continuing or would
occur after giving effect thereto.

     

    
      
        
        

      

      
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    ARTICLE
VIII

    EVENTS
OF DEFAULT

     

    


     

    SECTION
8.01. Events of
Default.  In
the case of the happening of any of the following events (each an “Event of
Default”):

     

     

    (a) failure
to pay the principal of or interest on any Loan, any reimbursement Obligations
with respect to a drawing under any Letter of Credit, or any fees under this
Agreement, as and when due and payable;

     

     

    (b) any
representation or warranty made or deemed made in this Agreement or any other
Loan Document shall prove to be false or misleading in any material respect when
made or given or when deemed made or given;

     

     

    (c) any
report, certificate, financial statement or other instrument furnished in
connection with this Agreement or any other Loan Document or the borrowings
hereunder, shall prove to be false or misleading in any material respect when
made or given or when deemed made or given;

     

     

    (d) default
shall be made in the due observance or performance (i) (beyond any applicable
grace periods, if any) if any covenant, condition or agreement contained in
Sections 3.02 or 6.03, or Article VII of this Agreement or (ii) of any other
covenant, condition or agreement of the Company, any Guarantor or any of their
respective Subsidiaries to be performed pursuant to this Agreement or any other
Loan Document (other than obligations specifically referred to in Section
8.01(a), which default, in the case of this clause (ii) only, remains uncured
for a period of ten (10)) days;

     

     

    (e) the
occurrence of an “Event of Default” or of a “Fundamental Change” pursuant to the
terms of the Indenture or any other default in the performance or compliance in
respect of any agreement or condition relating to any Indebtedness of the
Company, any Guarantor or any of their respective Subsidiaries in excess of
$7,500,000 individually or in the aggregate (other than the Notes), if the
effect of such default is to accelerate the maturity of such Indebtedness or to
permit the holder or obligee thereof (or a trustee on behalf of such holder or
obligee) to cause such Indebtedness to become due prior to the stated maturity
thereof and such Indebtedness shall not be paid when due;

     

     

    (f) the
Company, any Guarantor or any of their respective Subsidiaries shall (i)
voluntarily commence any proceeding or file any petition seeking relief under
Title 11 of the United States Code or any other federal or state bankruptcy,
insolvency or similar law, (ii) consent to the institution of, or fail to
controvert in a timely and appropriate manner, any such proceeding or the filing
of any such petition, (iii) apply for or consent to the employment of a
receiver, trustee, custodian, sequestrator or similar official for the Company,
any Guarantor or any of their respective Subsidiaries or for a substantial part
of its property; (iv) file an answer admitting the material allegations of a
petition filed against it in such proceeding, (v) make a general assignment for
the benefit of creditors, or (vi) take corporate action for the purpose of
effecting any of the foregoing; or the Company, any Guarantor or any of their
respective

     

    
      
        
        

      

      
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    Subsidiaries, becomes
unable or admits in writing its inability or fails generally to pay its debts as
they become due;

     

    (g) an involuntary proceeding
shall be commenced or an involuntary petition shall be filed in a court of
competent jurisdiction seeking (i) relief in respect of the Company, any
Guarantor or any of their respective Subsidiaries or of a substantial part of
their respective property, under Title 11 of the United States Code or any other
federal or state bankruptcy insolvency or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator or similar official for the Company,
any Guarantor or any of their respective Subsidiaries or for a substantial part
of their property, or (iii) the winding-up or liquidation of the Company, any
Guarantor or any of their respective Subsidiaries and such proceeding or
petition shall continue undismissed for 45 days or an order or decree
approving or ordering any of the foregoing shall continue unstayed and in effect
for 45 days;

     

     

    (h) One or
more orders, judgments or decrees for the payment of money in excess of
$7,500,000 in the aggregate shall be rendered against the Company, any Guarantor
or any of their respective Subsidiaries and the same shall not have been paid in
accordance with such judgment, order or decree or settlement and either (i) an
enforcement proceeding shall have been commenced by any creditor upon such
judgment, order or decree, or (ii) there shall have been a period of thirty (30)
days during which a stay of enforcement of such judgment, order or decree, by
reason of pending appeal or otherwise, was not in effect; or one or more
injunctions shall be entered against the Company or any of its Subsidiaries
which has the effect of prohibiting the Company or any of its Subsidiaries from
conducting a material portion of their business on a Consolidated basis, which
injunctions have remained unstayed for at least thirty (30) days;

     

     

    (i) any Plan
shall fail to maintain the minimum funding standard required under Section 412
of the Code for any Plan year or part thereof or a waiver of such standard or
extension of any amortization period is applied for or granted under Section 412
of the Code, any Plan is terminated by the Company, any Guarantor or any of
their respective Subsidiaries or any ERISA Affiliate or the subject of
termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a Reportable Event shall have occurred with respect to a Plan or the
Company, any Guarantor or any of their respective Subsidiaries or any ERISA
Affiliate shall have incurred a material liability to or on account of a Plan
under Section 515, 4062, 4063, 4201 or 4204 of ERISA, and there shall result
from any such event or events the imposition of a lien upon the assets of the
Company, any Guarantor or any of their respective Subsidiaries, the granting of
a security interest on such assets, or a material liability to the PBGC or a
Plan or a trustee appointed under ERISA or a penalty under Section 4971 of the
Code, and in each case, such event or condition, together with all such events
or conditions, if any, could reasonably be expected to result in a Material
Adverse Effect;

     

     

    (j) any
material provision of any Loan Document shall for any reason cease to be in full
force and effect in accordance with its terms or the Company or any Guarantor
shall so assert in writing;

     

     

    (k) a Change
of Control shall have occurred; or

    
       

      
        
          
          

        

        
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    (l) any of
the Liens purported to be granted pursuant to Pledge Agreements shall fail or
cease for any reason to be legal, valid and enforceable liens on the collateral
purported to be covered thereby or shall fail or cease to have the priority
purported to be created thereby; 

     

    
      then, at
any time thereafter during the continuance of any such event, the Administrative
Agent may, and, upon the request of the Required Lenders, shall, by written or
telephonic notice to the Company, take either or both of the following actions,
at the same or different times, (a) terminate the Commitments and (b) declare
(i) the Notes, both as to principal and interest, (ii) an amount equal to the
Aggregate Letters of Credit Outstanding, (iii) all other Obligations, to be
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, anything contained herein
or in the Notes to the contrary notwithstanding; provided, however, that if an
event specified in Section 8.01(f) or (g) hereof shall have occurred, the
Commitments shall automatically terminate and interest, principal and amounts
referred to in the preceding clauses (i), (ii) and (iii) shall be immediately
due and payable without presentment, demand, protest, or other notice of any
kind, all of which are expressly waived, anything contained herein or in the
Notes to the contrary notwithstanding.  With respect to all Letters of
Credit that shall not have matured or presentment for honor shall not have
occurred, the Company shall provide the Administrative Agent with Cash
Collateral in an amount equal to the aggregate undrawn amount of such Letters of
Credit.  Such Cash Collateral shall be applied by the Administrative
Agent to reimburse the Issuing Lender for drawings under Letters of Credit for
which the Issuing Lender has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement Obligations of
the Company at such time or, if the maturity of the Loans has been accelerated,
be applied to satisfy other Obligations, with any amount remaining after such
satisfactions to be returned to the Company or paid to such other party as may
legally be entitled to the same.

    

     

     

    ARTICLE
IX

    THE
ADMINISTRATIVE AGENT

     

    SECTION
9.01. Appointment, Powers and
Immunities. Each Lender
hereby  appoints and authorizes the Administrative Agent to act as its
agent hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and the other Loan Documents together with such other powers as are
reasonably incidental thereto.  The Administrative Agent shall not
have any duties or responsibilities except those expressly set forth in this
Agreement and the other Loan Documents and shall not be a trustee for any
Lender, nor is the Administrative Agent acting in a fiduciary capacity of any
kind under this Agreement or the other Loan Documents or in respect thereof or
in respect of any Lender.  The Administrative Agent shall not be
responsible to the Lenders for any recitals, statements, representations or
warranties contained in this Agreement or the other Loan Documents, in any
certificate or other document referred to or provided for in, or received by any
of them under, this Agreement or the other Loan Documents, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or the other Loan Documents or any other document referred to or
provided for herein or therein or for the collectibility of the Loans or for the
validity, effectiveness or value of any interest or security covered by the
Pledge Agreements or for the value of any collateral or for the validity or
effectiveness of any assignment, mortgage, pledge, security agreement, financing
statement, 

     

    
      
        
        

      

      
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      document
or instrument, or for the filing, recording, re-filing, continuing or
re-recording of any thereof or for any failure by the Company, any Guarantor or
any of their respective Subsidiaries to perform any of its Obligations hereunder
or under the other Loan Documents.  The Administrative Agent may take
all actions by itself and/or it may employ agents and attorneys-in-fact, and
shall not be responsible to any Lender, except as to money or the securities
received by it or its authorized agents, for the negligence or misconduct of
itself or its employees or of any such agents or attorneys-in-fact, if such
agents or attorneys-in-fact are selected by it with reasonable
care.  Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall be liable or responsible for any action
taken or omitted to be taken by it or them hereunder or under the other Loan
Documents or in connection herewith or therewith, except for its or their own
gross negligence or willful misconduct.

    

     

     

    SECTION
9.02. Reliance by Administrative
Agent.  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability to any Lender for relying upon, any certification, notice or other
communication (including any thereof by telephone, telex, telegram, facsimile or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel, independent accountants and other experts selected by the
Administrative Agent.  As to any matters not expressly provided for by
this Agreement or the other Loan Documents, the Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
or under the other Loan Documents in accordance with instructions signed by the
Required Lenders, or such other number of Lenders as is specified in Section
10.04 hereof, and such instructions of the Required Lenders or other number of
Lenders as aforesaid and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders.

     

     

    SECTION
9.03. Events of
Default.   The
Administrative Agent shall not be deemed to have knowledge of the occurrence of
a Default or Event of Default (other than the non-payment of principal of or
interest on the Loans or of fees to the extent the same is required to be paid
to the Administrative Agent for the account of the Lenders) unless the
Administrative Agent has received notice from a Lender or the Company specifying
such Default or Event of Default and stating that such notice is a “Notice of
Default”.  In the event that the Administrative Agent receives
such a notice of the occurrence of a Default, the Administrative Agent shall
give prompt notice thereof to the Lenders.  The Administrative Agent
shall (subject to Section 9.07 hereof) take such action with respect to such
Default as shall be directed by the Required Lenders, except as otherwise
provided in Section 10.04 hereof; provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but is not obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interest of the Lenders.

     

     

    SECTION
9.04. Rights as a
Lender.  With
respect to its Commitment and the Loans made by it, the Administrative Agent in
its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term “Lender” or “Lenders” shall,
unless the context otherwise indicates, include each entity which is the
Administrative Agent in its individual capacity.  Each entity which is
the Administrative Agent and its Affiliates may (without having to account
therefore to any Lender) accept deposits from, lend money to and 

     

    
      
        
        

      

      
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      generally
engage in any kind of banking, trust or other business with the Company or its
Affiliates, as if it were not acting as the Administrative Agent, and, except to
the extent otherwise herein specifically set forth, each entity which is the
Administrative Agent may accept fees and other consideration from the Company or
its Affiliates, for services in connection with this Agreement or any of the
other Loan Documents or otherwise without having to account for the same to the
Lenders.

    

     

     

    SECTION
9.05. Indemnification.  The
Lenders shall indemnify the Administrative Agent (to the extent not reimbursed
by the Company under Section 10.03 hereof), ratably in accordance with the
aggregate outstanding principal amount of the Loans made by the Lenders (or, if
no Loans are at the time outstanding, ratably in accordance with their
respective Commitments), for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Administrative Agent in its capacity as the Administrative
Agent in any way relating to or arising out of this Agreement or any of the
other Loan Documents or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby and thereby
(including, without limitation, the costs and expenses which the Company is
obligated to pay under Section 10.03 hereof or under the applicable provisions
of any other Loan Document) or the enforcement of any of the terms hereof or of
any other Loan Document, provided that no
Lender shall be liable for any of the foregoing to the extent they arise from
the gross negligence or willful misconduct of the Administrative
Agent.

     

     

    SECTION
9.06. Non-Reliance on
Administrative Agent and Other Lenders.  Each
Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Company and decision to enter into this Agreement and that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decisions in taking or not
taking action under this Agreement or the other Loan Documents.  The
Administrative Agent shall not be required to keep itself informed as to the
performance or observance by the Company of this Agreement or the other Loan
Documents or any other document referred to or provided for herein or therein or
to inspect the properties or books of the Company.  Except for
notices, reports and other documents and information expressly required to be
furnished to the Lenders by the Administrative Agent hereunder or under the
other Loan Documents, or furnished to the Administrative Agent with counterparts
or copies for the Lenders in accordance with the terms of this Agreement (which
the Administrative Agent shall forward to the Lenders), the Administrative Agent
shall not have any duty to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of the
Company, which may come into the possession of the Administrative Agent or any
of its Affiliates.

     

     

    SECTION
9.07. Failure to
Act.  Except
for actions expressly required of the Administrative Agent hereunder or under
the Pledge Agreements, the Administrative Agent shall in all cases be fully
justified in failing or refusing to act hereunder or thereunder unless it shall
be indemnified to its satisfaction by the Lenders against any and all liability
(except gross 

     

    
      
        
        

      

      
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    negligence
and willful misconduct) and expense which may be incurred by it by reason of
taking or continuing to take any such action.

     

    SECTION
9.08. Resignation of the
Administrative Agent.  Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this Section 9.08, the Administrative Agent may resign at any time
by notifying the Lenders and the Company.  Upon any such resignation,
the Required Lenders shall have the right,  with the approval of the
Company provided no Default or Event of Default shall have occurred and then be
continuing, and such approval not to be unreasonably withheld, delayed or
conditioned, to appoint a successor to such Administrative Agent.  If
no successor shall have been so appointed by the Required Lenders (with the
approval of the Company) and shall have accepted such appointment within 30 days
after the resigning Administrative Agent gives notice of its resignation, then
the resigning Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank of similar standing with an
office in New York, New York, or an Affiliate of any such bank.  Upon
the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the resigning Administrative Agent, and
the resigning Administrative Agent shall be discharged from its duties and
obligations hereunder as of such date.  The fees payable by the
Company to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Company and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 10.03 hereof shall continue in effect
for the benefit of such resigning Administrative Agent in respect of any actions
taken or omitted to be taken by it while it was acting as the Administrative
Agent.

     

     

    SECTION
9.09. Sharing of Collateral and
Payments.  In
the event that at any time any Lender shall obtain payment in respect of the
Obligations, or receive any collateral in respect thereof, whether voluntarily
or involuntarily, through the exercise of a right of banker’s lien, set-off or
counterclaim against the Company or otherwise, which results in it receiving
more than its pro rata share of the aggregate payments with respect to all of
the Obligations (other than any payment expressly provided hereunder to be
distributed on other than a pro rata basis, including pursuant to an assignment
or participation of a Lender’s interest), then such Lender  shall be
deemed to have simultaneously purchased from the other Lenders a share in their
Obligations so that the amount of the Obligations held by each of the Lenders
shall be pro rata; provided, however, that if all
or any portion of such excess payment or benefits is thereafter recovered from
the Lender which received the proportionate over-payment, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.  The Company agrees, to the extent it
may do so under applicable law, that each Lender so purchasing a portion of
another Lender’s Loan or participation in any Letter of Credit may exercise all
rights of payment (including, without limitation, rights of set-off) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.

     

    
      
        68

        
          

        

      

    

     

    ARTICLE
X

    MISCELLANEOUS

     

     

    SECTION
10.01. Notices.  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including telecopy), and unless otherwise
expressly provided herein, shall be conclusively deemed to have been received by
a party
hereto and to be effective on the day on which delivered by hand to such party
or one Business Day after being sent by overnight mail to the address set forth
below, or, in the case of telecopy notice, when acknowledged as received, or if
sent by registered or certified mail, three (3) Business Days after the day on
which mailed in the United States, addressed to such party at such
address:

     

    


    (a)           if to the Administrative
Agent, at:

     

    Citibank,
N.A.

    730
Veterans Memorial Highway

    Hauppauge,
New York 11788

    Attention:   Relationship
Officer – Comtech Telecommunications Corp.

    Telecopy:    631-265-4888

     

    With a
copy to:

     

    Farrell
Fritz, P.C.

    1320 RXR
Plaza

    Uniondale,
NY  11556

    Attention:   Robert
C. Creighton, Esq.

    Telecopy:    516-336-2205

     

    (b)           if
to the Company, at:

     

    Comtech
Telecommunicatons Corp.

    68 South
Service Road, Suite 230

    Melville,
New York 11747

    Attention:   Chief
Financial Officer

    Telecopy:    631-962-7001

     

    With a
copy to:

     

    
      Proskauer Rose
LLP

      1585
Broadway

      New
York, NY 10036-8299

      Attention:   Robert
A. Cantone, Esq.

      Telecopy:    212-969-2900

    

     

    
      	
               
      

            	
              (c)

            	
              if
      to any Lender, to its address set forth in the signature page of this
      Agreement and to the person so
designated

            


    

     

    
      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

    

     

    - and
-

     

    


    
      	
               
      

            	
              (d)

            	
              as
      to each such party at such other address as such party shall have
      designated to the other in a written notice complying as to delivery with
      the provisions of this Section
10.01.

            


    

    


     

    SECTION
10.02. Effectiveness;
Survival.  This
Agreement shall become effective on the date on which all parties hereto shall
have signed a counterpart copy hereof and shall have delivered the same to the
Administrative Agent.  All representations and warranties made herein
and in the other Loan Documents and in the certificates delivered pursuant
hereto or thereto shall survive the making by the Lenders of the Loans and the
issuance by the Issuing Lender of Letters of Credit, in each case, as herein
contemplated and the execution and delivery to the Lenders of the Notes
evidencing the Loans and shall continue in full force and effect so long as the
Obligations hereunder are outstanding and unpaid and the Commitments are in
effect.  The Obligations of the Company pursuant to Section 3.07,
Section 3.08, Section 3.09, Section 10.03 and Section 10.07 hereof shall survive
termination of this Agreement and payment of the Obligations.

     

     

    SECTION
10.03. Expenses.  The
Company agrees (a) to indemnify, defend and hold harmless the Administrative
Agent, the Issuing Lender and each Lender and their respective officers,
directors, employees, and Affiliates (each, an “indemnified person”) from and
against any and all losses, claims, damages, liabilities or judgments to which
any such indemnified person may be subject and arising out of or in connection
with the Loan Documents, the financings contemplated hereby, the use of any
proceeds of such financings or any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any of such
indemnified persons is a party thereto, and to reimburse each of such
indemnified persons upon demand for any reasonable  legal or other
expenses incurred in connection with the investigation or defending any of the
foregoing; provided that the foregoing indemnity will not, as to any indemnified
person, apply to losses, claims, damages, liabilities, judgments or related
expenses to the extent arising from the willful misconduct or gross negligence
of such indemnified person, (b) to pay or reimburse the Administrative Agent for
all its reasonable out of pocket costs and expenses incurred in connection with
the preparation and execution of and any amendment, supplement or modification
to this Agreement, the Notes any other Loan Documents, and any other documents
prepared in connection herewith or therewith, and the consummation of the
transactions contemplated hereby and thereby, including without limitation, the
reasonable fees and disbursements of Farrell Fritz, P.C., counsel to the
Administrative Agent, and (c) to pay or reimburse each Lender and the
Administrative Agent for all their reasonable out of pocket costs and expenses
incurred in connection with the enforcement and preservation of any rights under
this Agreement, the Notes, the other Loan Documents, and any other documents
prepared in connection herewith or therewith, including, without limitation, the
reasonable fees and disbursements of counsel (including, without limitation,
in-house counsel) to the Administrative Agent and to the several Lenders,
including all such out-of-pocket expenses incurred during any work-out,
restructuring or negotiations in respect of the Obligations.

     

    
      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

    

     

    SECTION
10.04. Amendments and
Waivers.  With
the written consent of the Required Lenders, the Administrative Agent and the
Company may, from time to time, enter into written amendments, supplements or
modifications hereto for the purpose of adding any provisions to this Agreement
or the Notes or any of the other Loan Documents or changing in any manner the
rights of the Lenders or of the Company hereunder or thereunder, and with the
written consent of the Required Lenders the Administrative Agent on behalf of
the Lenders may execute and deliver to the Company a written instrument waiving,
on such terms and conditions as the
Administrative Agent or the Required Lenders may specify in such instrument, any
of the requirements of this Agreement or the Notes or any of the other Loan
Documents or any Default or Event of Default; provided, however, that no such
waiver and no such amendment, or supplement or modification shall (a) extend the
maturity of any Note or any installment thereof; (b) reduce the rate or extend
the time of payment of interest on any Note or any fees payable to the Lenders
hereunder; (c) reduce the principal amount of any Note, (d) amend, modify or
waive any provision of this Section 10.04; (e) reduce the percentage specified
in the definition of Required Lenders or amend or modify any other provision
hereof specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or make any determination granting consent
hereunder; (f) consent to the assignment or transfer by the Company of any of
its rights or Obligations under this Agreement; (g) except as expressly
permitted pursuant to this Agreement or any other Loan Document release any
collateral security granted to the Administrative Agent, if any; (h) except as
expressly permitted pursuant to this Agreement or any other Loan Document,
release any Guarantor from its Guaranty, or limit any Guarantor’s liability with
respect to its Guaranty; or (i) increase the amount of the Total Commitment
hereunder, in each case specified in clauses (a) through (i) above without the
written consent of all the Lenders; and provided, further, that no such
waiver and no such amendment, supplement or modification shall (i) amend,
modify, supplement or waive any provision of Article IX with respect to the
Administrative Agent without the written consent of the Administrative Agent or
(ii) increase the amount of any Lender’s Commitment without the written consent
of such Lender.  Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Company, the Lenders, the Administrative Agent and all future holders
of the Notes.

     

     

    SECTION
10.05. Successors and Assigns;
Participations.

     

    (a) This
Agreement shall be binding upon and inure to the benefit of the Company, the
Lenders, the Administrative Agent, all future holders of the Notes and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or Obligations under this Agreement without the prior
written consent of each Lender.

     

     

    (b) Any
Lender may, in the ordinary course of its commercial banking business and in
accordance with applicable law, at any time sell to one or more banks or other
financial institutions (“Participants”)
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder.  In the event of any such sale by a Lender of participating
interests to a Participant, such Lender’s obligations under this Agreement to
the other parties under this Agreement shall remain unchanged, such Lender shall
remain solely responsible for the performance thereof, such Lender shall remain
the holder of any such Note for all purposes under this Agreement, and the
Company and the Administrative Agent shall continue to deal 

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

       

      solely
and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  The Company agrees that each
Participant shall be entitled to the benefits of Sections 3.07, 3.08, 3.09 and
10.07 with respect to its participation in the Commitments and in the Loans and
Letters of Credit outstanding from time to time; provided, however, that no
Participant shall be entitled to receive any greater amount pursuant to such
sections than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred.  No Participant
shall have the right to consent to any amendment to, or waiver of, any provision
of this Agreement, except the transferor Lender may provide in its agreement
with the Participant that such Lender will not, without the consent of the
Participant, agree to any amendment or waiver described in clause (a) through
clause (i) of Section 10.04.

    

     

     

    (c) Subject
to the last sentence of this paragraph (c) any Lender may, in the ordinary
course of its commercial banking business and in accordance with applicable law,
at any time sell to any Lender or any domestic banking affiliate thereof, and,
with the consent of the Administrative Agent  and, provided that no
Event of Default then exists, the Company (which consent of the Company shall
not be unreasonably withheld or delayed), to one or more additional banks or
financial institutions (“Purchasing Lenders”)
all or any part of its rights and Obligations under this Agreement and the Notes
pursuant to an Assignment and Acceptance Agreement, executed by such Purchasing
Lender, such transferor Lender and the Administrative Agent (and, in the case of
an Assignment and Acceptance Agreement relating to a Purchasing Lender that is
not then a Lender or a domestic banking affiliate thereof, also executed by the
Company), and delivered to the Administrative Agent for its
acceptance.  Upon such execution, delivery and acceptance from and
after the effective date specified in such Assignment and Acceptance Agreement,
(i) the Purchasing Lender thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance Agreement, have the rights and
obligations of a Lender hereunder with Commitments as set forth therein and (ii)
the transferor Lender thereunder shall, to the extent provided in such
Assignment and Acceptance Agreement, be released from its obligations under this
Agreement arising after such transfer  (and, in the case of an
Assignment and Acceptance Agreement covering all or the remaining portion of a
transferor Lender’s rights and obligations under this Agreement, such transferor
Lender shall cease to be a party hereto except as to Sections 3.07, 3.08, 3.09,
10.03 and 10.07 for the period prior to the effective date).  Such
Assignment and Acceptance Agreement shall be deemed to amend this Agreement to
the extent, and only to the extent, necessary to reflect the addition of such
Purchasing Lender and the resulting adjustment of Commitment Proportions arising
from the purchase by such Purchasing Lender of all or a portion of the rights
and obligations of such transferor Lender under or in respect of this Agreement
and the Notes.  On or prior to the effective date specified in such
Assignment and Acceptance Agreement, the Company, at its own expense, shall
execute and deliver to the Administrative Agent, in exchange for the surrendered
Notes, new Notes to the order of such Purchasing Lender in an amount equal to
the Commitments assumed by it pursuant to such Assignment and Acceptance
Agreement and, if the transferor Lender has retained any Commitment hereunder, a
new Note to the order of the transferor Lender in an amount equal to such
Commitment retained by it hereunder.  Such new Notes shall be in a
principal amount equal to the principal amount of such surrendered Notes, shall
be dated the effective date specified in the Assignment and Acceptance Agreement
and shall otherwise be in the form of the Notes replaced thereby.  The
Notes surrendered by the transferor Lender shall be returned by the
Administrative Agent to the Company marked “cancelled”.  Anything in
this Section 10.05 to the contrary notwithstanding, (i) no transfer to a


    
       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

         

        Purchasing
Lender shall be made pursuant to this paragraph (c) if such transfer by any one
transferor Lender to any one Purchasing Lender (other than a Purchasing Lender
which is a Lender hereunder prior to such transfer) (x) is in respect of less
than $5,000,000 of the Commitments of such transferor Lender or (y) if less than
all of the Commitment of such transferor Lender is transferred, after giving
effect to such transfer the amount held by any transferor Lender would be less
than $5,000,000 and (ii) each transfer to a Purchasing Lender shall be made in
the same pro-rata portion with respect to the Revolving Credit
Commitment.

      

    

     

     

    (d) The
Administrative Agent shall maintain at its address referred to in Section 10.01
a copy of each Assignment and Acceptance Agreement delivered to it and a
register (the “Register”) for the
recordation of the names and addresses of the Lenders and the Commitments of,
and principal amount of the Loans owing to, each Lender from time to
time.  The entries in the Register shall be conclusive, in the absence
of demonstrable error and the Company, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register as the owner of the
Loans recorded therein for all purposes of this Agreement.  The
Register shall be available for inspection by the Company or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

     

     

    (e) Upon its
receipt of an Assignment and Acceptance Agreement executed by a transferor
Lender and a Purchasing Lender (and, in the case of a Purchasing Lender that is
not then a Lender or an Affiliate thereof, by the Company) together with payment
by the Purchasing Lender to the Administrative Agent of a registration and
processing fee of [*] if the Purchasing Lender is
not a Lender prior to the execution of an Assignment and Acceptance Agreement
and [*] if the Purchasing
Lender is a Lender prior to the execution of an Assignment and Acceptance
Agreement, the Administrative Agent shall (i) accept such Assignment and
Acceptance Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice of such acceptance and recordation to the
Lenders and the Company.

     

     

    (f) The
Company authorizes each Lender to disclose to any Participant or Purchasing
Lender (each, a “Transferee”) and any
prospective Transferee any and all financial information in such Lender’s
possession concerning the Company, the Guarantors and their respective
Affiliates which has been delivered to such Lender by or on behalf of the
Company pursuant to this Agreement or which has been delivered to such Lender by
the Company in connection with such Lender’s credit evaluation of the Company
and its Subsidiaries prior to entering into this Agreement, provided that such
Transferee agrees to be bound by Section 10.12 hereof as if such Transferee were
a party hereto.

     

     

    (g) Any
Lender may at any time pledge or assign or grant a security interest in all or
any part of its rights under this Agreement and the other Loan Documents,
including any portion of its Notes, to any of the twelve (12) Federal Reserve
Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section
341, provided
that no such assignment shall release the transferor Lender from its Commitments
or its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party to this Agreement.

     

    __________________________________

    
       

      
        
          
            Note:
Redacted portions have been marked with [*]. The redacted portions are subject
to a request for confidential treatment that has been submitted to the
Securities and Exchange Commission.

          

        

        
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    SECTION
10.06. No Waiver; Cumulative
Remedies.  Neither
any failure nor any delay on the part of any Lender, the Issuing Lender or the
Administrative Agent in exercising any right, power or privilege hereunder or
under any Note or any other Loan Document shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise of any other right, power or privilege.  The rights,
remedies, powers and privileges herein provided or provided in the other Loan
Documents are cumulative and not exclusive of any rights, remedies powers and
privileges provided by law.

     

     

    SECTION
10.07. Reinstatement; Certain
Payments.  If
claim is ever made upon any Lender for repayment or recovery of any amount or
amounts received by such Lender in payment or on account of any of the
Obligations under this Agreement, such Lender shall give prompt notice of such
claim to the Administrative Agent and the Company, and if any Lender repays all
or part of said amount by reason of (i) any judgment, decree or order of any
court or administrative body having jurisdiction over such Lender or any of its
property, or (ii) any settlement or compromise of any such claim effected by
such Lender with any such claimant, then and in such event the Company agrees
that any such judgment, decree, order, settlement or compromise shall be binding
upon the Company notwithstanding the cancellation of any Note or other
instrument evidencing the Obligations under this Agreement or the termination of
this Agreement, and the Company shall be and remain liable to such Lender
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by such Lender.

     

     

    SECTION
10.08. APPLICABLE
LAW.  THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OR CHOICE OF LAW WHICH WOULD APPLY THE SUBSTANTIVE LAW
OF ANY OTHER STATE.

     

     

    SECTION
10.09. SUBMISSION TO JURISDICTION;
JURY WAIVER.  THE
COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE
COURT IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, COUNTY OF NASSAU OR COUNTY
OF SUFFOLK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE COMPANY HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH FEDERAL OR
STATE COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT
REFERRED TO HEREIN OR THEREIN OR THE SUBJECT MATTER HEREOF THEREOF MAY NOT BE
LITIGATED IN OR BY SUCH FEDERAL OR STATE COURTS.  TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE COMPANY AGREES NOT TO (i) SEEK AND HEREBY
WAIVES THE RIGHT TO ANY REVIEW OF THE 

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

       

      JUDGMENT
OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE
CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT OR (ii) ASSERT ANY
COUNTERCLAIM IN ANY SUCH SUIT, ACTION OR PROCEEDING UNLESS SUCH COUNTERCLAIM IS
A COMPULSORY OR MANDATORY COUNTERCLAIM UNDER APPLICABLE LAWS GOVERNING CIVIL
PROCEDURE.  THE COMPANY AGREES THAT SERVICE OF PROCESS MAY BE MADE
UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN
THIS AGREEMENT OR ANY METHOD AUTHORIZED
BY THE LAWS OF NEW YORK.  EACH PARTY HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR
ANY OTHER LOAN DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING THERETO INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF THE ADMINISTRATIVE AGENT OR THE LENDERS RELATING TO THE
ADMINISTRATION OF THE LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  EXCEPT AS
PROHIBITED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES.  THE COMPANY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THEY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER.  THIS WAIVER CONSTITUTES MATERIAL INDUCEMENTS FOR
THE LENDERS TO ENTER INTO THIS AGREEMENT AND TO MAKE THE
LOANS.

    

     

     

    SECTION
10.10. Severability.  In
case any one or more of the provisions contained in this Agreement, any Note or
any other Loan Document should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.

     

     

    SECTION
10.11. Right of
Setoff.  The Company hereby grants
to the Administrative Agent, the Issuing Lender, each Lender and each Affiliate
of each Lender, a continuing lien, security interest and right of setoff as
security for all Obligations to any of them, whether now existing or hereafter
arising, upon and against all deposits, credits, collateral and property, now or
hereafter in the possession, custody, safekeeping or control of the
Administrative Agent, the Issuing Lender, each Lender and each Affiliate of each
Lender and their respective successors and assigns or in transit to any of
them.  The Administrative Agent, the Issuing Lender, each Lender and
each Affiliate of each Lender are each hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and 

     

    
      
        
        

      

      
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      other Indebtedness at any time owing by the
Administrative Agent, the Issuing Lender, any Lender or any Affiliate of any
Lender to or for the credit or the account of the Company against any and all of
the Obligations of the Company now and hereafter existing under this Agreement
and the Notes held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement or any Note and although such
Obligations may be unmatured.  The rights of the Administrative Agent,
the Issuing Lender, each Lender and each Affiliate of each Lender under this
Section 10.11 are in addition to other rights and remedies (including, without
limitation, other rights of setoff) which they may
have.  ANY AND
ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT, THE ISSUING LENDER, EACH
LENDER AND EACH AFFILIATE OF EACH LENDER TO EXERCISE THEIR RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS, PRIOR TO
EXERCISING THEIR RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE COMPANY, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY
WAIVED.

    

     

     

    SECTION
10.12. Confidentiality.  The
Administrative Agent and each Lender agrees to keep confidential all non-public
information, materials and documents furnished by the Company, the Guarantors
and their respective Subsidiaries to the Administrative Agent and the Lenders
pursuant to this Agreement (the “Confidential
Information”).  Notwithstanding the foregoing, each such party
shall be permitted to disclose Confidential Information (a) to such of its
officers, directors, employees, agents, representatives and professional
advisors in any of the transactions contemplated by, or the administration of,
this Agreement; (b) to the extent required by applicable laws and regulations or
by any subpoena or similar legal process, or requested by any governmental
agency or authority; (c) to the extent such Confidential Information (i) becomes
publicly available other than as a result of a breach of this Section 10.12 by
the disclosing party, or (ii) becomes available to such party on a
non-confidential basis from a source other than the Company, the Guarantor or
their respective Subsidiaries which to such party’s knowledge is not prohibited
from disclosing such Confidential Information to such party by a contractual or
other legal obligation; (d) to the extent the Company, the Guarantors or any of
their respective Subsidiaries shall have consented to such disclosure in
writing; or (e) to any prospective Transferee or Participant in connection with
any contemplated transfer of the Notes or any interest therein provided such
Transferee or Participant agrees to treat the Confidential Information in a
manner consistent with this Section 10.12.  Nothing herein shall
prohibit the disclosure of Confidential Information in connection with any
litigation or where such disclosure is pursuant to applicable laws, regulations,
court order or similar legal process; provided, however, in the event
that such party is requested or required by law to disclose any of the
Confidential Information, such party shall provide the Company with written
notice, unless notice is prohibited by law, of any such request or requirement
so that the party may seek a protective order or other appropriate remedy; provided that no such
notification shall be required in respect of any disclosure to regulatory
authorities having jurisdiction over such party.

     

     

    SECTION
10.13. Entire
Agreement.  This
Agreement, each of the other Loan Documents and any separate letter agreements
with respect to fees payable to the Administrative Agent, constitute the entire
agreement among the parties, relating to the subject matter hereof, and
supersede any and all  previous agreements and understandings, oral or
written, relating to the subject matter hereof.

    
       

      
        
          
          

        

        
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    SECTION
10.14. Replacement of
Note.  Upon
receipt of an affidavit of an officer of any of the Lenders as to loss, theft,
destruction or mutilation of any Note and, in the case of any such loss, theft,
destruction or mutilation, upon cancellation of such Note the Company will
issue, in lieu thereof, a replacement Note in the same principal amount thereof
and otherwise of like tenor.

     

     

    SECTION
10.15. Headings.  Section
headings used herein are for convenience of reference only and are not to affect
the construction of or be taken into consideration in interpreting this
Agreement.

     

     

    SECTION
10.16. Construction.  This
Agreement is the result of negotiations between, and has been reviewed by, each
of the Company, the Administrative Agent, the Lenders and their respective
counsel.  Accordingly, this Agreement shall be deemed to be the
product of each party hereto, and no ambiguity shall be construed in favor of or
against the Company, the Administrative Agent or any Lender.

     

     

    SECTION
10.17. Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, taken together, shall constitute one
and the same instrument.

     

    SECTION
10.18. USA PATRIOT
ACT.  Each
Lender that is subject to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies
the Company that pursuant to the requirements of the Act, it is required to
obtain, verify and record information that identifies the Company, which
information includes the name and address of the Company and other information
that will allow such Lender to identify the Company in accordance with the
Act.

    

      
        
           


        

        
          77

          
            

          

        

        
           


        

      



     

    IN WITNESS WHEREOF, the
Company, the Administrative Agent and the Lenders have caused this Agreement to
be duly executed by their duly authorized officers, as of the day and year first
above written.

     

    


    


    COMTECH
TELECOMMUNICATIONS CORP.

    


    


    By:____________________________

    Name:  Fred
Kornberg

    Title:    President

    


    


    


    



    
      
         


      

      
        78

        
          

        

      

      
         


      

    

     

    
      
        	
                Revolving Credit

                Commitment:
      $33,000,000

              	
                CITIBANK,
      N.A.,

                as
      Administrative Agent and as a Lender

              
	 
      	 
      
	 
      	
                By:______________________________

                Name:
      Stuart N. Berman

                Title:   Vice
      President

              
	 
      	 
      
	 
      	
                Lending
      Office for Alternate Base Rate Loans and for Adjusted Libor
      Loans:

              
	 
      	 
      
	 
      	
                730
      Veterans Memorial Highway

              
	 
      	
                Hauppauge,
      New York  11788

              
	 
      	
                Attention:

              	
                Relationship
      Officer

              
	 
      	 
      	
                Comtech Telecommunications
      Corp.

              
	 
      	
                Telephone:

              	
                631-265-3430

              
	 
      	
                Telecopy:

              	
                631-265-4888

              
	 
      	 
      
	 
      	
                Address
      for Notices:

              
	 
      	 
      
	 
      	
                730
      Veterans Memorial Highway

              
	 
      	
                Hauppauge,
      New York  11788

              
	 
      	
                Attention:

              	
                Relationship
      Officer

              
	 
      	 
      	
                ComtechTelecommunications
      Corp.

              
	 
      	
                Telephone:

              	
                631-265-3430

              
	 
      	
                Telecopy:

              	
                631-265-4888

              


      

    

     

    
      
         


      

      
        79

        
          

        

      

      
         


      

    

    


      
        	
                Revolving Credit

                Commitment:
      $20,000,000

              	
                JP
      MORGAN CHASE, N.A.,

                as
      a Lender

              
	 
      	 
      
	 
      	
                By:______________________________

                Name:
      Alicia T. Schreibstein

                Title:   Vice
      President

              
	 
      	 
      
	 
      	
                Lending
      Office for Alternate Base Rate Loans and for Adjusted Libor
      Loans:

              
	 
      	 
      
	 
      	
                395
      North Service Road

                3rd
Floor

              
	 
      	
                Melville,
      New York 11747

              
	 
      	
                Attention:

              	
                Relationship
      Officer

              
	 
      	 
      	
                Comtech Telecommunications
      Corp.

              
	 
      	
                Telephone:

              	
                631-755-5160

              
	 
      	
                Telecopy:

              	
                631-755-5184

              
	 
      	 
      
	 
      	
                Address
      for Notices:

              
	 
      	 
      
	 
      	
                395
      North Service Road

                3rd
Floor

              
	 
      	
                Melville,
      New York 11747

              
	 
      	
                Attention:

              	
                Relationship
      Officer

              
	 
      	 
      	
                Comtech Telecommunications
      Corp.

              
	 
      	
                Telephone:

              	
                631-755-5160

              
	 
      	
                Telecopy:

              	
                631-755-5184

              


      

    

    
       

      
        
          
             


          

          
            80

            
              

            

          

          
             


          

        

      

    

    

      
        	
                Revolving Credit

                Commitment:
      $18,500,000

              	
                BANK
      OF AMERICA, N.A.,

                as
      a Lender

              
	 
      	 
      
	 
      	
                By:______________________________

                Name:

                Title:   

              
	 
      	 
      
	 
      	
                Lending
      Office for Alternate Base Rate Loans and for Adjusted Libor
      Loans:

              
	 
      	 
      
	 
      	
                _______________________

              
	 
      	
                _______________________

              
	 
      	
                _______________________

              
	 
      	
                Attention:

              	 
      
	 
      	
                Telephone:

              	 
      
	 
      	
                Telecopy:

              	 
      
	 
      	 
      
	 
      	
                Address
      for Notices:

              
	 
      	 
      
	 
      	
                _______________________

              
	 
      	
                _______________________

              
	 
      	
                _______________________

              
	 
      	
                Attention:

              	 
      
	 
      	
                Telephone:

              	 
      
	 
      	
                Telecopy:

              	 
      


      



    
      
        
           


        

        
          81

          
            

          

        

        
           


        

      

    

     

    
      
        	
                Revolving Credit

                Commitment:
      $18,500,000

              	
                MANUFACTURERS
      AND TRADERS TRUST COMPANY,

                as
      a Lender

              
	 
      	 
      
	 
      	
                By:______________________________

                Name:
      William Terraglio

                Title: Vice
      President

              
	 
      	 
      
	 
      	
                Lending
      Office for Alternate Base Rate Loans and for Adjusted Libor
      Loans:

              
	 
      	 
      
	 
      	
                401
      Broad Hollow Road

              
	 
      	
                Melville,
      New York  11747

              
	 
      	
                Attention:

              	
                Relationship
      Officer

              
	 
      	 
      	
                Comtech
      Telecommunications Corp.

              
	 
      	
                Telephone:

              	
                631-501-4132

              
	 
      	
                Telecopy:

              	
                631-501-4131

              
	 
      	 
      
	 
      	
                Address
      for Notices:

              
	 
      	 
      
	 
      	
                401
      Broad Hollow Road

              
	 
      	
                Melville,
      New York  11747

              
	 
      	
                Attention:

              	
                Relationship
      Officer

              
	 
      	 
      	
                Comtech
      Telecommunications Corp.

              
	 
      	
                Telephone:

              	
                631-501-4132

              
	 
      	
                Telecopy:

              	
                631-501-4131

              


      



    
      
         


      

      
        82

        
          

        

      

      
         


      

    

    

      
        	
                Revolving Credit

                Commitment:
      $10,000,000

              	
                NEW
      YORK COMMERCIAL BANK,

                as
      a Lender

              
	 
      	 
      
	 
      	
                By:______________________________

                Name:
      John Garside

                Title: Vice
      President

              
	 
      	 
      
	 
      	
                Lending
      Office for Alternate Base Rate Loans and for Adjusted Libor
      Loans:

              
	 
      	 
      
	 
      	
                One
      Jericho Plaza

                2nd
      Floor, Wing B

              
	 
      	
                Jericho,
      New York  11753

              
	 
      	
                Attention:

              	
                Relationship
      Officer

              
	 
      	 
      	
                Comtech
      Telecommunications Corp.

              
	 
      	
                Telephone:

              	
                516-942-6149

              
	 
      	
                Telecopy:

              	
                516-942-6815

              
	 
      	 
      
	 
      	
                Address
      for Notices:

              
	 
      	 
      
	 
      	
                One
      Jericho Plaza

                2nd
      Floor, Wing B

              
	 
      	
                Jericho,
      New York  11753

              
	 
      	
                Attention:

              	
                Relationship
      Officer

              
	 
      	 
      	
                Comtech
      Telecommunications Corp.

              
	 
      	
                Telephone:

              	
                516-942-6149

              
	 
      	
                Telecopy:

              	
                516-942-6815

              


      



    
      
         


      

      
        83

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM
OF

    REVOLVING
CREDIT NOTE

    

      
        	
                [$_______________]              

              	
                Suffolk
      County, New York

              


      

    

     June
__, 2009

    


    FOR VALUE RECEIVED, COMTECH
TELECOMMUNICATIONS CORP., a Delaware corporation (the “Company”),
promises to pay to the order of [___________________] (the
“Lender”), on or before the Revolving Credit Commitment Termination Date, [_________________($________)
DOLLARS], or, if less, the unpaid principal amount of all Revolving
Credit Loans made by the Lender to the Company under the Credit Agreement
referred to below.

    


    The
Company promises to pay interest on the unpaid principal amount hereof from the
date hereof until paid in full at the rates and at the times which shall be
determined, and to make principal repayments on this Note at the times which
shall be determined, in accordance with the provisions of the Credit Agreement
referred to below.

    


    This Note
is one of the “Revolving Credit Notes” referred to in the Credit Agreement,
dated as of June __, 2009, by and among the Company, the Lenders which from time
to time are parties thereto and  Citibank, N.A., as Administrative
Agent (as the same may be amended, restated, modified or supplemented from time
to time, the “Credit Agreement”) and is issued pursuant to and entitled to the
benefits of the Credit Agreement to which reference is hereby made for a more
complete statement of the terms and conditions under which the Revolving Credit
Loans evidenced hereby were made and are to be repaid.  Capitalized
terms used herein without definition shall have the meanings set forth in the
Credit Agreement.

    


    The
Lender and any subsequent holder of this Note each agrees, by its acceptance
hereof, that before transferring this Note it shall record the date, Type, and
amount of each Revolving Credit Loan, and the date and amount of each payment or
prepayment of principal of each Revolving Credit Loan previously made hereunder
on the grid schedule annexed to this Note; provided, however, that the
failure of the Lender or holder to set forth such Revolving Credit Loans,
payments and other information on the attached grid schedule shall not in any
manner affect the obligation of the Company to repay the Revolving Credit Loans
made by the Lender in accordance with the terms of this Note.

    


    This Note
is subject to prepayment pursuant to Section 3.03 of the Credit
Agreement.

    


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

    


    All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in immediately available funds at
the office of 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

       

      Citibank,
N.A. as Administrative Agent for the Lenders under the Credit Agreement, located
at 730 Veterans Memorial Highway, Hauppauge, New York  11788, or at
such other place as shall be designated in writing for such purpose in
accordance with the terms of the Credit Agreement.

    

    


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

    


    The
Company waives presentment, diligence, demand, protest, and notice of any kind
in connection with this Note.

    


    THIS
NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW,
WHICH WOULD APPLY THE SUBSTANTIVE LAW OF ANY OTHER STATE.

    


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

    


    COMTECH
TELECOMMUNICATIONS CORP.

    


    


    By:_______________________________

    Name:

    Title:

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     


    SCHEDULE

     

    


    
      	
              Date

            	
              Principal

            	
              Type

            	 
      	
              Applicable

            	
              Amount
      of

            	
              Notation

            
	
               of

            	
              Amount
      of

            	
               of

            	
              Interest

            	
              Interest

            	
              Principal

            	
              Made

            
	
              Loan

            	
              Loan     
          

            	
              Loan

            	
              Rate     

            	
              Period   

            	
              Paid    
             

            	
              By    
            

            


    

     

     

     

     

    
 

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
B-1

    


    FORM
OF

    COMPANY
PLEDGE AGREEMENT

    


    PLEDGE AGREEMENT, (the
“Agreement”) dated as of _______________, by and between COMTECH TELECOMMUNICATIONS
CORP., a Delaware corporation, having an office at 68 South Service Road,
Suite 230, Melville, New York 11747 (the “Pledgor”) and CITIBANK, N.A. a national
banking association organized under the laws of the United States of America,
having an office at 730 Veterans Memorial Highway, Hauppauge, New York 11788, as
Agent for the ratable benefit of the Lenders (as those terms are defined in the
Credit Agreement referred to below) (in such capacity, the
“Pledgee”).

    


    RECITALS

    


    A.           The
Pledgor and the Pledgee, as Administrative Agent, and the Lenders party thereto,
have entered into a Credit Agreement dated as of June __, 2009 (as the same may
be hereafter amended, modified, restated or supplemented from time to time, the
“Credit Agreement”) pursuant to which the Pledgor will receive Loans and other
financial accommodations from the Lenders and will incur
Obligations.

    


    B.           The
Pledgor is the beneficial owner of that percentage of the issued and outstanding
capital stock or membership or other equity interests of each Non-Domestic
Subsidiary and each Domestic Subsidiary (other than any Domestic Subsidiary that
is wholly-owned by a Non-Domestic Subsidiary) listed on Schedule A attached
hereto (collectively, the “Pledged Companies”) as indicated on such Schedule
A.  All terms used herein and not otherwise defined shall have the
meanings set forth in the Credit Agreement..

    


    C.           In
order to induce the Lenders to extend credit to the Pledgor on and after the
date hereof as provided in the Credit Agreement, the Pledgor wishes to grant to
the Pledgee for the ratable benefit of the Lenders security and assurance in
order to secure the payment and performance of all Obligations, and to that
effect to pledge to the Pledgee for the ratable benefit of the Lenders, 100% of
the issued and outstanding capital stock or other equity interests of the
Pledged Companies which are Domestic Subsidiaries and 65% of the issued and
outstanding capital stock or other equity interests of the Pledged Companies
which are Non-Domestic Subsidiaries (the “Pledged Shares” or the “Pledged
Interest”) including, without limitation, the Pledged Interests listed opposite
the name of the Pledgor as more particularly described on Schedule A and, with
respect to the Pledged Shares, as represented by the stock certificates
referenced thereon.

    


    Accordingly,
the parties hereto agree as follows:

    


    1.           Security
Interest.  As security for the Obligations, including any and
all renewals or extensions thereof, the Pledgor hereby delivers, pledges and
assigns to the Pledgee for the ratable benefit of the Lenders and creates in the
Pledgee for the ratable benefit of the Lenders a first security interest in all
of the Pledgor’s right, title and interest in and to all of the Pledged
Interests, together with all rights and privileges of the Pledgor with respect
thereto, all proceeds, income and profits thereof and all property received with
respect to the Pledged Interests in 

     

    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

       

      addition
thereto, in exchange thereof or in substitution therefor (collectively, the
“Collateral”).  The Pledgor has delivered to the Pledgee, with respect
to the Pledged Shares existing on the date hereof, certificates evidencing such
Pledged Shares, together with undated stock powers duly executed in blank by the
Pledgor.

    

    


    2.           Stock
Dividends, Options, or Other Adjustments.  Subject and pursuant
to Section 3 hereof and Section 7.14 of the Credit Agreement, the Pledgee shall
receive, as Collateral, any and all additional shares of stock, membership
interests or any other property of any kind distributable on or by reason of the
Collateral pledged hereunder, whether in the form of or by way of dividends,
warrants, partial liquidation, conversion, prepayments or redemptions (in whole
or in part), liquidation, or otherwise with the exceptions of cash dividends or
other cash distributions to the extent permitted under Section 7(a)
hereof.  If any additional shares of capital stock, instruments, or
other property in respect of the Pledged Interests against which a security
interest can only be perfected by possession by the Pledgee, which are
distributable on or by reason of the Collateral pledged hereunder, shall come
into the possession or control of the Pledgor, the Pledgor shall hold or control
in trust for Pledgee and the Lenders and forthwith transfer and deliver the same
to the Pledgee subject to the provisions hereof.

    


    3.           Delivery
of Share Certificates; Stock Powers; Documents.  The Pledgor
agrees to deliver all share certificates, undated stock powers duly executed in
blank, documents, agreements, financing statements, amendments thereto,
assignments or other writings as the Pledgee may request and which are required
to carry out the terms of this Agreement or to protect or enforce the lien and
security interest in the Collateral hereunder granted hereby to the Pledgee for
the ratable benefit of the Lenders and further agrees to do and cause to be
done, upon the Pledgee’s request, all things reasonably determined by the
Pledgee to be necessary to perfect and keep in full force the lien in the
Collateral hereunder granted hereby in favor of the Pledgee for the ratable
benefit of the Lenders, including, but not limited to, the prompt payment of all
reasonable documented out-of-pocket fees and expenses incurred in connection
with any filings made to perfect or continue the lien and security interest in
the Collateral hereunder granted hereby in favor of the Pledgee for the ratable
benefit of the Lenders.  The Pledgor agrees to make appropriate
entries upon its books and records (including without limitation its stock
record and transfer books) disclosing the lien against the Collateral hereunder
granted hereby to the Pledgee for the ratable benefit of the Lenders
hereunder.  The Pledgor further agrees to promptly deliver to the
Pledgee, or cause the corporation or other entity issuing the Collateral to
deliver directly to the Pledgee, share certificates or other documents
representing Collateral acquired or received after the date of this Agreement
with an undated stock power duly executed by the Pledgor in blank, provided that the
Pledgor shall not be required to pledge any portion of any Pledged Interest in
any Pledged Company which is a Non-Domestic Subsidiary which when aggregated
with all of the other Pledged Interests in such Pledged Company pledged to the
Pledgee pursuant to this or any other Pledge Agreement would exceed 65% of the
Pledged Interests in such Pledged Company entitled to vote (within the meaning
of Treasury Regulation 1.956-2(c)(2) promulgated under the Code) (on a fully
diluted basis) pledged to the Pledgee under this Agreement and such other Pledge
Agreements; provided that, if, as a result of any change in the tax laws of the
United States of America after the date of this Agreement, the pledge by the
Pledgor of any additional Pledged Interests in excess of 65% under this
Agreement and any other Pledge Agreement would not result in an increase in the
aggregate net consolidated tax liabilities of the Pledgor and such Pledged
Company, then promptly after the change in such laws, all such additional
Pledged Interests shall be so pledged under this Agreement or such other
Pledge

     

    
      
        
        

      

      
        B-1-2

        
          

        

      

      
        
        

      

       

      Agreement,
as applicable.  In no event shall the Pledgor be required to pledge
any of the assets of any Subsidiary that is a controlled foreign corporation, as
defined in Section 957(a) of the Code, including, but not limited to the stock
of any Subsidiary held directly or indirectly by any such
Subsidiary.  If at any time the Pledgee notifies the Pledgor that
additional stock powers or other similar instruments endorsed in blank with
respect to the Collateral are required, the Pledgor shall promptly execute in
blank and deliver such stock powers as the Pledgee may
request.

    

    


    4.           Power of
Attorney.  The Pledgor hereby constitutes and irrevocably
appoints the Pledgee, with full power of substitution and revocation by the
Pledgee, as Pledgor’s true and lawful attorney-in-fact, to the full extent
permitted by law, at any time or times when an Event of Default has occurred and
is continuing, to affix to certificates and documents representing the
Collateral the stock powers delivered with respect thereto, to transfer or cause
the transfer of the Collateral, or any part thereof on the books of the
corporation or other entity issuing the same, to the name of the Pledgee or the
Pledgee’s nominee and thereafter to exercise as to such Collateral all the
rights, powers and remedies of an owner.  The power of attorney
granted pursuant to this Agreement and all authority hereby conferred are
granted and conferred solely to protect the Pledgee’s and the Lenders’ interest
in the Collateral and shall not impose any duty upon the Pledgee to exercise any
power.  Subject to Section 11 hereof, this power of attorney shall be
irrevocable as one coupled with an interest.

    


    5.           Inducing
Representations of the Pledgor.  The Pledgor makes the
following representations and warranties to the Pledgee and the Lenders as of
the date hereof; each and all of which shall survive the execution and delivery
of this Agreement:

    


    (a)           The
information concerning the Pledged Companies and the Pledgor’s beneficial
ownership of the Pledged Interests thereof that is contained in Schedule A is
correct in all respects.

    


    (b)           The
Pledgor is the sole legal and beneficial owner of, and has good and indefeasible
title to, the Pledged Interests pledged by the Pledgor, free and clear of all
pledges, liens, security interests and other encumbrances and restrictions on
the transfer and assignment thereof, other than the security interest created by
this Agreement or as otherwise expressly permitted pursuant to the Credit
Agreement, and has the unqualified right and authority to execute this Agreement
and to pledge the Collateral to the Pledgee as provided for herein.

    


    (c)           There
are no outstanding options, warrants or other agreements to which the Pledged
Companies or the Pledgor is a party with respect to the Pledged Interests
pledged by the Pledgor.

    


    (d)           The
Pledged Shares pledged by the Pledgor have been validly issued and are fully
paid and non-assessable; the holder or holders of the Pledged Interests are not
and will not be subject to any personal liability as such holder under any
applicable law; and are not subject to any charter, by-law, statutory,
contractual or other restrictions governing their issuance, transfer, ownership
or control except for such restrictions as would not prevent the Pledged Shares
from being pledged pursuant hereto.

    


    (e)           Any
consent, approval or authorization of or designation or filing with any
authority on the part of the Pledgor which is required in connection with the
pledge and security 

     

    
      
        
        

      

      
        B-1-3

        
          

        

      

      
        
        

      

       

      interest
granted under this Agreement has been obtained or effected except for such
restrictions as would not prevent the Pledged Shares from being pledged pursuant
hereto.

    

    


    (f)           The
execution and delivery of this Agreement by the Pledgor, and the performance by
the Pledgor of its obligations hereunder, will not result in a violation of any
mortgage, indenture, contract, instrument, judgment, decree, order, statute,
rule or regulation to which the Pledgor is subject and which could be reasonably
likely to result in a Material Adverse Effect.

    


    (g)           The
Pledgor has delivered to the Pledgee all instruments and stock certificates, if
any, representing the Pledged Shares, duly endorsed in blank or accompanied by
an assignment or assignments sufficient to transfer title
thereto.  There are neither any instruments or certificates evidencing
the Pledged Rights nor registration books in which ownership of the Pledged
Rights is recorded.

    


    6.           Obligations
of the Pledgor.  The Pledgor hereby covenants and agrees with
the Pledgee and the Lenders as follows:

    


    (a)           The
Pledgor will not sell, transfer or convey any interest in, or suffer or permit
any lien or encumbrance to be created upon or with respect to, any of the
Collateral (other than as created under this Agreement and the Credit Agreement)
during the term of the pledge established hereby.

    


    (b)           The
Pledgor will, at its own expense, at any time and from time to time at the
Pledgee’s request, do, make, procure, execute and deliver all acts, things,
writings, assurances and other documents as may be required by the Pledgee to
preserve, establish, demonstrate or enforce the Pledgee’s rights, interests and
remedies created by, provided in, or emanating from, this
Agreement.

    


    (c)           The
Pledgor agrees, except as permitted by the Credit Agreement and with respect to
the Pledged Shares, that (i) it shall not permit any Pledged Company to issue
certificates representing the Pledged Interests without the Pledgee’s written
consent and (ii) it shall cause each Pledged Company to issue certificates with
respect to any Pledged Interests at the Pledgee’s request.

    


    7.           Rights of
the Pledgor.  So long as no Event of Default has occurred and
is continuing, and so long as the Pledgee has not transferred the Collateral to
its own name under Section 8 hereof:

    


    (a)           The
Pledgor shall be entitled to receive and retain any cash dividends and other
cash distributions paid on the Collateral, in each case, solely to the extent
permitted pursuant to the Credit Agreement.

    


    (b)           The
Pledgor shall be entitled to vote or consent or grant waivers or ratifications
with respect to the Collateral in any manner not inconsistent with this
Agreement, the Credit Agreement or any other Loan Document.   The
Pledgor hereby grants to the Pledgee an irrevocable proxy to vote the
Collateral, which proxy shall be effective immediately upon the occurrence of
and during the continuance of an Event of Default or registration of the
Collateral 

     

    
      
        
        

      

      
        B-1-4

        
          

        

      

      
        
        

      

       

      in the
name of the Pledgee pursuant to Section 8 hereof.  Upon request of the
Pledgee, the Pledgor agrees to deliver to the Pledgee such further evidence of
such irrevocable proxy or such further irrevocable proxy to vote the Collateral
during the continuance of an Event of Default as the Pledgee may
request.

    

    


    8.           Rights of
the Pledgee.  At any time when an Event of Default has occurred
and is continuing, the Pledgee may in its sole discretion:

    


    (a)           Cause
the Collateral to be transferred to its name or to the name of its nominee or
nominees and thereafter exercise as to such Collateral all of the rights, powers
and remedies of an owner.

    


    (b)           Collect
by legal proceedings or otherwise all dividends, interest, principal payments,
capital distributions and other sums now or hereafter payable on account of said
Collateral, and hold the same as part of the Collateral, or apply the same to
any of the Obligations in such manner and order as the Pledgee may decide in its
sole discretion.

    


    (c)           Enter
into any extension, subordination, reorganization, deposit, merger, or
consolidation agreement, or any other agreement relating to or affecting the
Collateral, and in connection therewith deposit or surrender control of the
Collateral thereunder, and accept other property in exchange therefor and hold
and apply such property or money so received in accordance with the provisions
hereof.

    


    (d)           Discharge
any taxes, liens, security interests or other encumbrances levied or placed on
the Collateral or pay for the maintenance and preservation of the Collateral;
the amount of such payments, plus any and all fees, costs and expenses of the
Pledgee (including reasonable attorneys’ fees and disbursements) in connection
therewith shall, at the Pledgee’s option, be (i) reimbursed by the Pledgor on
demand, with interest thereon from the date paid by Pledgee at two percent (2%)
per annum above the Alternate Base Rate or (ii) added to the Obligations secured
hereby.

    


    9.           Event of
Default; Remedies.  Upon the occurrence and continuance of an
Event of Default:

    


    (a)           In
addition to all the rights and remedies of a secured party under applicable law,
the Pledgee shall have the right, without demand of performance or other demand,
advertisement or notice of any kind, except as specified below, to or upon
Pledgor or any other Person (all and each of which demands, advertisements
and/or notices are hereby expressly waived to the extent permitted by law), to
proceed forthwith to collect, receive, appropriate and realize upon the
Collateral, or any part thereof and to proceed forthwith to sell, assign, give
an option or options to purchase, contract to sell, or otherwise dispose of and
deliver the Collateral or any part thereof in one or more parcels at public or
private sale or sales at any stock exchange or broker’s board or at any of the
Pledgee’s offices or elsewhere at such prices and on such terms (including,
without limitation, a requirement that any purchaser of all or any part of the
Collateral shall be required to purchase any securities constituting the
Collateral solely for investment and without any intention to make a
distribution thereof) as the Pledgee in its sole and absolute discretion deems
appropriate without any liability for any loss due to decrease in the market
value of the Collateral during the period held.  The Pledgee agrees
that if 

     

    
      
        
        

      

      
        B-1-5

        
          

        

      

      
        
        

      

       

      notice of
sale shall be required by law such notification shall be deemed reasonable and
properly given if mailed to the Pledgor, postage prepaid, at least ten (10) days
before any such disposition, to the address indicated in Section 13(c)
below.  Any disposition of the Collateral or any part thereof may be
for cash or on credit or for future delivery without assumption of any credit
risk, with the right of the Pledgee to purchase all or any part of the
Collateral so sold at any such sale or sales, public or private, free of any
equity or right of redemption in the Pledgor, which right or equity is, to the
extent permitted by applicable law, hereby expressly waived and released by the
Pledgor.

    

    


    (b)           All
of the Pledgee’s rights and remedies, including but not limited to the
foregoing, shall be cumulative and not exclusive and shall be enforceable
alternatively, successively or concurrently as the Pledgee may deem
expedient.

    


    (c)           The
Pledgee may elect to obtain (at the Pledgor’s expense) the advice of any
independent investment banking firm with respect to the method and manner of
sale or other disposition of any of the Collateral, the best price reasonably
obtainable therefor, the consideration of cash and/or credit terms, or any other
details concerning such sale or disposition.  The Pledgee, in its sole
discretion, may elect to sell on such credit terms which it deems
reasonable.  The sale of any of the Collateral on credit terms shall
not relieve the Pledgor of its liability under any Loan Document until its
Obligations have been paid in full.  All payments received by the
Pledgee in respect of a sale of Collateral shall be applied to the Obligations
in the manner provided in Section 10 hereof, as and when such payments are
received.

    


    (d)           The
Pledgor recognizes that the Pledgee may be unable to effect a public sale of all
or a part of the Collateral by reason of certain prohibitions contained in any
applicable securities law, but may be compelled to resort to one or more private
sales to a restricted group of purchasers who will be obliged to agree, among
other things, to acquire the Collateral for their own account, for investment
and not with a view for the distribution or resale thereof.  The
Pledgor agrees that private sales so made may be at prices and on other terms
less favorable to the seller than if the Collateral were sold at public sale,
and that the Pledgee has no obligation to delay the sale of any Collateral for
the period of time necessary to permit the registration of the Collateral for
public sale under the Securities Act of 1933, as amended.  The Pledgor
agrees that a private sale or sales made under the foregoing circumstances shall
be deemed to have been made in a commercially reasonable manner.

    


    (e)           If
any consent, approval or authorization of any state, municipal or other
governmental department, agency or authority should be necessary to effectuate
any sale or other disposition of the Collateral, or any partial disposition of
the Collateral, the Pledgor will execute all such applications and other
instruments as may be required in connection with securing any such consent,
approval or authorization, and will otherwise use its best efforts to secure
such sale or other disposition of the Collateral as the Pledgee may reasonably
deem necessary pursuant to the terms of this Agreement.

    


    (f)           Upon
any sale or other disposition, the Pledgee shall have the right to deliver,
assign and transfer to the purchaser thereof the Collateral so sold or disposed
of.  Each purchaser at any such sale or other disposition (including
the Pledgee) shall hold the Collateral free from any claim or right of the
Pledgor of whatever kind, including any equity or right of 

     

    
      
        
        

      

      
        B-1-6

        
          

        

      

      
        
        

      

       

      redemption
of the Pledgor.  The Pledgor specifically waives, to the extent
permitted by applicable laws, all rights of redemption, stay or appraisal which
it had or may have under any rule of law or statute now existing or hereafter
adopted.

    

    


    (g)           The
Pledgee shall not be obligated to make any sale or other disposition, unless the
terms thereof shall be satisfactory to it.  The Pledgee may, subject
to applicable laws, without notice or publication, adjourn any private or public
sale, and, upon ten (10) days’ prior notice to the Pledgor, hold such sale at
any time or place to which the same may be so adjourned.  In case of
any sale of all or any part of the Collateral, on credit or future delivery, the
Collateral so sold may be retained by the Pledgee until the selling price is
paid by the purchaser thereof, but the Pledgee and the Lenders shall incur no
liability in the case of the failure of such purchaser to take up and pay for
the property so sold and, in case of any such failure, such property may again
be sold as herein provided.

    


    10.           Disposition
of Proceeds.

    


    (a)           The
proceeds of any sale or disposition of all or any part of the Collateral shall
be applied by the Pledgee in the following order:

     

    (i)           to
the payment in full of the costs and expenses of such sale or sales,
collections, and the protection, declaration and enforcement of any security
interest granted hereunder including the reasonable compensation of the
Pledgee’s agents and attorneys;

     

    (ii)          to
the payment of the Obligations; and

     

    (iii)         to
the payment to the Pledgor of any surplus then remaining from such proceeds,
subject to the rights of any holder of a lien on the Collateral of which the
Pledgee has actual notice.

     

    (b)           In
the event that the proceeds of any sale or other disposition of the Collateral
are insufficient to cover the principal of, and premium, if any, and interest
on, the Obligations secured thereby plus costs and expenses of the sale or other
disposition, the Pledgor shall remain liable for any deficiency.

    


    11.           Termination.  This
Agreement shall continue in full force and effect until all of the Obligations
shall have been indefeasibly paid in full and satisfied, and the Credit
Agreement shall have been terminated.  Subject to any sale or other
disposition by the Pledgee of the Collateral or any part thereof pursuant to
this Agreement, the Collateral (together with the undated stock powers delivered
by the Pledgor to the Pledgee) shall be returned to the Pledgor upon full
payment, satisfaction and termination of all of the Obligations.

    


    12.           Expenses
of the Pledgee.  All reasonable out of pocket expenses
(including reasonable fees and disbursements of counsel) incurred by the Pledgee
in connection with the perfection and continuation of the security interest
granted hereunder and any actual or attempted sale or exchange of, or any
enforcement, collection, compromise or settlement respecting, the Collateral, or
any other action taken by the Pledgee hereunder whether directly or as
attorney-in-fact pursuant to a power of attorney or other authorization herein
conferred, for the purpose of 

     

    
      
        
        

      

      
        B-1-7

        
          

        

      

      
        
        

      

       

      satisfaction
of the liability of the Pledgor for failure to pay the Obligations or as
additional amounts owing by the Pledgor to cover the Pledgee’s costs of acting
against the Collateral, shall be deemed an Obligation of the Pledgor for all
purposes of this Agreement and the Pledgee may apply the Collateral to payment
of or reimbursement of itself for such liability.

    

    


    13.           General
Provisions.

    


    (a)           All
capitalized terms used in this Agreement and not defined herein shall have the
respective meanings assigned to them in the Credit Agreement.

    


    (b)           The
Pledgee and its assigns shall have no obligation in respect of the Collateral,
except to use reasonable care in holding the Collateral and to hold and dispose
of the same in accordance with the terms of this Agreement.

    


    (c)           All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing, and unless otherwise expressly provided herein,
shall be conclusively deemed to have been received by a party hereto and to be
effective on the day on which delivered to such party at the address set forth
below, or if sent by registered or certified mail, on the third Business Day
after the day on which mailed in the United States, addressed to such party at
said address:

    


    (i)           if
to the Pledgee, at:

    


    Citibank,
N.A. as Administrative Agent

    730
Veterans Memorial Highway

    Hauppauge,
New York 11788

    
      	
               
      

            	
              Attention:

            	
              Relationship
      Manager –Comtech Telecommunications
Corp.

            


    

    
      	
               
      

            	
              Telecopy:

            	
              (631)
      265-4888

            


    

    


    (ii)           if
to Pledgor, at:

    


    Comtech
Telecommunications Corp.

    68 South
Service Road, Suite 230

    Melville,
New York 11747

    
      	
               
      

            	
              Attention:

            	
              Chief
      Financial Officer

            


    

    
      	
               
      

            	
              Telecopy:

            	
              (631)
      962-7001

            


    

     

    (iii)           As
to each party at such other address as such party shall have designated
to the other in a written notice complying as to delivery with the provisions of
this Section 13(c).

    


    (d)           No
failure on the part of the Pledgee to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise by the Pledgee of any right, power or remedy
hereunder preclude any other or future exercise thereof, or the exercise of any
other right, power or remedy.  The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law or any other
agreement.  The representations, covenants and agreements of the
Pledgor herein 

     

    
      
        
        

      

      
        B-1-8

        
          

        

      

      
        
        

      

       

      contained
shall survive the date hereof.  Neither this Agreement nor the
provisions hereof can be changed, waived or terminated except by a written
agreement signed by the Pledgor and the Pledgee (acting with the required
consent of the Lenders as provided in the Credit Agreement).  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, legal representatives and assigns except that
the Pledgor may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender (and any such
assignment or transfer without such consent shall be null and
void).

    

    


    14.  APPLICABLE LAW; CONSENT TO
JURISDICTION; WAIVER OF JURY TRIAL.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW, WHICH WOULD APPLY
THE SUBSTANTIVE LAW OF ANY OTHER STATE.  THE PLEDGOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE
STATE OF NEW YORK, COUNTY OF NEW YORK, COUNTY OF NASSAU OR COUNTY OF SUFFOLK IN
ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY WAIVES AND AGREES NOT
TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION
OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF SUCH FEDERAL OR STATE COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER, OR THAT THIS AGREEMENT OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO
HEREIN OR THEREIN OR THE SUBJECT MATTER HEREOF OR THEREOF  OR THEREOF
MAY NOT BE LITIGATED IN OR BY SUCH FEDERAL OR STATE COURTS.  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR AGREES NOT TO (i) SEEK AND
HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY
COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN
ENFORCEMENT OF SUCH JUDGMENT OR (ii) ASSERT ANY COUNTERCLAIM IN ANY SUCH SUIT,
ACTION OR PROCEEDING UNLESS SUCH COUNTERCLAIM IS A COMPULSORY OR MANDATORY
COUNTERCLAIM UNDER APPLICABLE LAWS GOVERNING CIVIL PROCEDURE.  THE
PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR
REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS AGREEMENT OR ANY
METHOD AUTHORIZED BY THE LAWS OF NEW YORK.  THE PLEDGOR AND THE
PLEDGEE EACH  KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY
COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY RELATING THERETO, AND AGREES THAT NO PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR 

     

    
      
        
        

      

      
        B-1-9

        
          

        

      

      
        
        

      

       

      HAS
NOT BEEN WAIVED.  EXCEPT AS PROHIBITED BY LAW, THE PLEDGOR HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES.  THE PLEDGOR CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE PLEDGEE OR ANY LENDER HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THEY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER.  THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR THE LENDERS TO ENTER INTO THE CREDIT
AGREEMENT.

    

    


    IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement on the date first
above written.

    


    COMTECH
TELECOMMUNICATIONS CORP.

    


    


    


    By:___________________________

    Name:

    Title:

    


    


    CITIBANK,
N.A., as Administrative Agent

    


    


    


    By:
___________________________

    Name:

    Title:


    
      
        
           

        

         


      

      
        B-1-10

        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    


    1.           Pledged
Company: _____________

    Jurisdiction
of Incorporation: _____________

    Stock
owned by Pledgor

    Class:
______________

    Number of
Shares: ___________

    Stock
Certificate No.: ____________

    Percentage
of issued and outstanding shares: 100%


    
      
        
           

        

         


      

      
        B-1-11

        
          

        

      

      
         


      

    


    EXHIBIT
B-2

    


    


    FORM
OF

    GUARANTOR
PLEDGE AGREEMENT

    
 

    PLEDGE AGREEMENT, (the
“Agreement”) dated as of June __, 2009, by and between _____________________________,
a ____________ corporation, having an office at 68 South Service Road, Suite
230, Melville, New York 11747 (the “Pledgor”) and CITIBANK, N.A., a national
banking association organized under the laws of the United States of America,
having an office at 730 Veterans Memorial Highway, Hauppauge, New York 11788, as
Administrative Agent for the ratable benefit of the Lenders (as those terms are
defined in the Credit Agreement referred to below) (in such capacity, the
“Pledgee”).

    


    RECITALS

    


    A.           Comtech
Telecommunications Corp., a Delaware corporation (the “Company”), Pledgee, as
Administrative Agent, and the Lenders party thereto, have entered into a Credit
Agreement dated as of June __, 2009 (as the same may be hereafter amended,
modified, restated or supplemented from time to time, the “Credit Agreement”)
pursuant to which the Company will receive Loans and other financial
accommodations from the Lenders and will incur Obligations.

    


    B.           Pursuant
to a Guaranty dated the date hereof, the Pledgor has guaranteed the payment by
the Company of all its Obligations (the obligations of the Pledgor under such
Guaranty are hereinafter referred to as the “Guaranty
Obligations”).

    


    C.           The
Pledgor is the beneficial owner of that percentage of the issued and outstanding
capital stock or membership or other equity interests of each Non-Domestic
Subsidiary and each Domestic Subsidiary (other than any Domestic Subsidiary that
is wholly-owned by a Non-Domestic Subsidiary) of the Pledgor listed on Schedule
A attached hereto (collectively, the “Pledged Companies”) as indicated on such
Schedule A.  All terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement.

    


    D.           In
order to induce the Lenders to enter into the Credit Agreement and to extend
credit to the Company on and after the date hereof as provided in the Credit
Agreement, the Pledgor wishes to grant to the Pledgee for the ratable benefit of
the Lenders security and assurance in order to secure the payment and
performance of all its Guaranty Obligations, and to that effect to pledge to the
Pledgee for the ratable benefit of the Lenders, 100% of the issued and
outstanding capital stock or other equity interests of the Pledged Companies
which are Domestic Subsidiaries and 65% of all of the issued and outstanding
capital stock or other equity interests of the Pledged Companies which are
Non-Domestic Subsidiaries (the “Pledged Shares” or “Pledged Interests”)
including, without limitation, the Pledged Interests listed opposite the name of
the Pledgor as more particularly described on Schedule A and, with respect to
the Pledged Shares, as represented by the stock certificates referenced
thereon.

    


    Accordingly,
the parties hereto agree as follows:

     

    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    

    


    1.           Security
Interest.  As security for the Guaranty Obligations, including
any and all renewals or extensions thereof, the Pledgor hereby delivers, pledges
and assigns to the Pledgee for the ratable benefit of the Lenders and creates in
the Pledgee for the ratable benefit of the Lenders a first security interest in
all of the Pledgor’s right, title and interest in and to all of the Pledged
Interests, together with all rights and privileges of the Pledgor with respect
thereto, all proceeds, income and profits thereof and all property received with
respect to the Pledged Interests in addition thereto, in exchange thereof or in
substitution therefor (collectively, the “Collateral”).  The Pledgor
has delivered to the Pledgee, with respect to the Pledged Shares existing on the
date hereof, certificates evidencing such Pledged Shares, together with undated
stock powers duly executed in blank by the Pledgor.

    


    2.           Stock
Dividends, Options, or Other Adjustments.  Subject and pursuant
to Section 3 hereof and Section 7.14 of the Credit Agreement, the Pledgee shall
receive, as Collateral, any and all additional shares of stock, membership
interests or any other property of any kind distributable on or by reason of the
Collateral pledged hereunder, whether in the form of or by way of dividends,
warrants, partial liquidation, conversion, prepayments or redemptions (in whole
or in part), liquidation, or otherwise with the exceptions of cash dividends or
other cash distributions to the extent permitted under Section 7(a)
hereof.  If any additional shares of capital stock, instruments, or
other property in respect of the Pledged Interests against which a security
interest can only be perfected by possession by the Pledgee, which are
distributable on or by reason of the Collateral pledged hereunder, shall come
into the possession or control of the Pledgor, the Pledgor shall hold or control
in trust for Pledgee and the Lenders and forthwith transfer and deliver the same
to the Pledgee subject to the provisions hereof.

    


    3.           Delivery
of Share Certificates; Stock Powers; Documents.  The Pledgor
agrees to deliver all share certificates, undated stock powers duly executed in
blank, documents, agreements, financing statements, amendments thereto,
assignments or other writings as the Pledgee may request and which are required
to carry out the terms of this Agreement or to protect or enforce the lien and
security interest in the Collateral hereunder granted hereby to the Pledgee for
the ratable benefit of the Lenders and further agrees to do and cause to be
done, upon the Pledgee’s request, all things reasonably determined by the
Pledgee to be necessary to perfect and keep in full force the lien in the
Collateral hereunder granted hereby in favor of the Pledgee for the ratable
benefit of the Lenders, including, but not limited to, the prompt payment of all
reasonable documented out-of-pocket fees and expenses incurred in connection
with any filings made to perfect or continue the lien and security interest in
the Collateral hereunder granted hereby in favor of the Pledgee for the ratable
benefit of the Lenders.  The Pledgor agrees to make appropriate
entries upon its books and records (including without limitation its stock
record and transfer books) disclosing the lien against the Collateral hereunder
granted hereby to the Pledgee for the ratable benefit of the Lenders
hereunder.  The Pledgor further agrees to promptly deliver to the
Pledgee, or cause the corporation or other entity issuing the Collateral to
deliver directly to the Pledgee, share certificates or other documents
representing Collateral acquired or received after the date of this Agreement
with an undated stock power duly executed by the Pledgor in blank provided that the
Pledgor shall not be required to pledge any portion of any Pledged Interest in
any Pledged Company which is a Non-Domestic Subsidiary which when aggregated
with all of the other Pledged Interests in such Pledged Company pledged to the
Pledgee pursuant to this or any other Pledge Agreement would exceed 65% of the
Pledged Interests in such Pledged Company entitled to vote (within the meaning
of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (on a
fully diluted basis) pledged to the Pledgee under this 

     

    
      
        
        

      

      
        B-2-2

        
          

        

      

      
        
        

      

       

      Agreement
and such other Pledge Agreements; provided that, if, as a result of any change
in the tax laws of the United States of America after the date of this
Agreement, the pledge by the Pledgor of any additional Pledged Interests in
excess of 65% under this Agreement and any other Pledge Agreement would not
result in an increase in the aggregate net consolidated tax liabilities of the
Pledgor and such Pledged Company, then promptly after the change in such laws,
all such additional Pledged Interests shall be so pledged under this Agreement
or such other Pledge Agreement, as applicable.  In no event shall the
Pledgor be required to pledge any of the assets of any Subsidiary that is a
controlled foreign corporation, as defined in Section 957(a) of the Code,
including, but not limited to the stock of any Subsidiary held directly or
indirectly by any such Subsidiary.  If at any time the Pledgee
notifies the Pledgor that additional stock powers or other similar instruments
endorsed in blank with respect to the Collateral are required, the Pledgor shall
promptly execute in blank and deliver such stock powers as the Pledgee may
request.

    

    


    4.           Power of
Attorney.  The Pledgor hereby constitutes and irrevocably
appoints the Pledgee, with full power of substitution and revocation by the
Pledgee, as Pledgor’s true and lawful attorney-in-fact, to the full extent
permitted by law, at any time or times when an Event of Default has occurred and
is continuing, to affix to certificates and documents representing the
Collateral the stock powers delivered with respect thereto, to transfer or cause
the transfer of the Collateral, or any part thereof on the books of the
corporation or other entity issuing the same, to the name of the Pledgee or the
Pledgee’s nominee and thereafter to exercise as to such Collateral all the
rights, powers and remedies of an owner.  The power of attorney
granted pursuant to this Agreement and all authority hereby conferred are
granted and conferred solely to protect the Pledgee’s and the Lenders’ interest
in the Collateral and shall not impose any duty upon the Pledgee to exercise any
power.  Subject to Section 11 hereof, this power of attorney shall be
irrevocable as one coupled with an interest.

    


    5.           Inducing
Representations of the Pledgor.  The Pledgor makes the
following representations and warranties to the Pledgee and the Lenders as of
the date hereof; each and all of which shall survive the execution and delivery
of this Agreement:

    


    (a)           The
information concerning the Pledged Companies and the Pledgor’s beneficial
ownership of the Pledged Interests thereof that is contained in Schedule A is
correct in all respects.

    


    (b)           The
Pledgor is the sole legal and beneficial owner of, and has good and indefeasible
title to, the Pledged Interests pledged by the Pledgor, free and clear of all
pledges, liens, security interests and other encumbrances and restrictions on
the transfer and assignment thereof, other than the security interest created by
this Agreement or as otherwise expressly permitted pursuant to the Credit
Agreement, and has the unqualified right and authority to execute this Agreement
and to pledge the Collateral to the Pledgee as provided for herein.

    


    (c)           There
are no outstanding options, warrants or other agreements to which the Pledged
Companies or the Pledgor is a party with respect to the Pledged Interests
pledged by the Pledgor.

    


    (d)           The
Pledged Shares pledged by the Pledgor have been validly issued and are fully
paid and non-assessable; the holder or holders of the Pledged Interests are not
and will not be subject to any personal liability as such holder under any
applicable law; and are not 

     

    
      
        
        

      

      
        B-2-3

        
          

        

      

      
        
        

      

       

      subject
to any charter, by-law, statutory, contractual or other restrictions governing
their issuance, transfer, ownership or control except for such restrictions as
would not prevent the Pledged Shares from being pledged pursuant
hereto.

    

    


    (e)           Any
consent, approval or authorization of or designation or filing with any
authority on the part of the Pledgor which is required in connection with the
pledge and security interest granted under this Agreement has been obtained or
effected except for such restrictions as would not prevent the Pledged Shares
from being pledged pursuant hereto.

    


    (f)           The
execution and delivery of this Agreement by the Pledgor, and the performance by
the Pledgor of its obligations hereunder, will not result in a violation of any
mortgage, indenture, contract, instrument, judgment, decree, order, statute,
rule or regulation to which the Pledgor is subject and which could be reasonably
likely to result in a Material Adverse Effect.

    


    (g)           The
Pledgor has delivered to the Pledgee all instruments and stock certificates, if
any, representing the Pledged Shares, duly endorsed in blank or accompanied by
an assignment or assignments sufficient to transfer title
thereto.  There are neither any instruments or certificates evidencing
the Pledged Rights nor registration books in which ownership of the Pledged
Rights is recorded.

    


    6.           Obligations
of the Pledgor.  The Pledgor hereby covenants and agrees with
the Pledgee and the Lenders as follows:

    


    (a)           The
Pledgor will not sell, transfer or convey any interest in, or suffer or permit
any lien or encumbrance to be created upon or with respect to, any of the
Collateral (other than as created under this Agreement and the Credit Agreement)
during the term of the pledge established hereby.

    


    (b)           The
Pledgor will, at its own expense, at any time and from time to time at the
Pledgee’s request, do, make, procure, execute and deliver all acts, things,
writings, assurances and other documents as may be required by the Pledgee to
preserve, establish, demonstrate or enforce the Pledgee’s rights, interests and
remedies created by, provided in, or emanating from, this
Agreement.

    


    (c)           The
Pledgor agrees, except as permitted in the Credit Agreement and with respect to
the Pledged Shares, that (i) it shall not permit any Pledged Company to issue
certificates representing the Pledged Interests without the Pledgee’s written
consent and (ii) it shall cause each Pledged Company to issue certificates with
respect to any Pledged Interests at the Pledgee’s request.

    


    7.           Rights of
the Pledgor.  So long as no Event of Default has occurred and
is continuing, and so long as the Pledgee has not transferred the Collateral to
its own name under Section 8 hereof:

    


    (a)           The
Pledgor shall be entitled to receive and retain any cash dividends and other
cash distributions paid on the Collateral, in each case, solely to the extent
permitted pursuant to the Credit Agreement.

    


    
      
        
        

      

      
        B-2-4

        
          

        

      

      
        
        

      

    

     

    (b)           The
Pledgor shall be entitled to vote or consent or grant waivers or ratifications
with respect to the Collateral in any manner not inconsistent with this
Agreement, the Credit Agreement or any other Loan Document.   The
Pledgor hereby grants to the Pledgee an irrevocable proxy to vote the
Collateral, which proxy shall be effective immediately upon the occurrence of
and during the continuance of an Event of Default or registration of the
Collateral in the name of the Pledgee pursuant to Section 8
hereof.  Upon request of the Pledgee, the Pledgor agrees to deliver to
the Pledgee such further evidence of such irrevocable proxy or such further
irrevocable proxy to vote the Collateral during the continuance of an Event of
Default as the Pledgee may request.

    


    8.           Rights of
the Pledgee.  At any time when an Event of Default has occurred
and is continuing, the Pledgee may in its sole discretion:

    


    (a)           Cause
the Collateral to be transferred to its name or to the name of its nominee or
nominees and thereafter exercise as to such Collateral all of the rights, powers
and remedies of an owner.

    


    (b)           Collect
by legal proceedings or otherwise all dividends, interest, principal payments,
capital distributions and other sums now or hereafter payable on account of said
Collateral, and hold the same as part of the Collateral, or apply the same to
any of the Guaranty Obligations in such manner and order as the Pledgee may
decide in its sole discretion.

    


    (c)           Enter
into any extension, subordination, reorganization, deposit, merger, or
consolidation agreement, or any other agreement relating to or affecting the
Collateral, and in connection therewith deposit or surrender control of the
Collateral thereunder, and accept other property in exchange therefor and hold
and apply such property or money so received in accordance with the provisions
hereof.

    


    (d)           Discharge
any taxes, liens, security interests or other encumbrances levied or placed on
the Collateral or pay for the maintenance and preservation of the Collateral;
the amount of such payments, plus any and all fees, costs and expenses of the
Pledgee (including reasonable attorneys’ fees and disbursements) in connection
therewith shall, at the Pledgee’s option, be (i) reimbursed by the Pledgor on
demand, with interest thereon from the date paid by Pledgee at [*] per
annum above the Alternate Base Rate or (ii) added to the Guaranty Obligations
secured hereby.

    


    9.           Event of
Default; Remedies.  Upon the occurrence and continuance of an
Event of Default:

    


    (a)           In
addition to all the rights and remedies of a secured party under applicable law,
the Pledgee shall have the right, without demand of performance or other demand,
advertisement or notice of any kind, except as specified below, to or upon
Pledgor or any other Person (all and each of which demands, advertisements
and/or notices are hereby 

     

    
      __________________________________

    

     

    
      
        
          Note:
Redacted portions have been marked with [*]. The redacted portions are subject
to a request for confidential treatment that has been submitted to the
Securities and Exchange Commission.

        

      

      
        B-2-5

        
          

        

      

      
        
        

      

       

      expressly
waived to the extent permitted by law), to proceed forthwith to collect,
receive, appropriate and realize upon the Collateral, or any part thereof and to
proceed forthwith to sell, assign, give an option or options to purchase,
contract to sell, or otherwise dispose of and deliver the Collateral or any part
thereof in one or more parcels at public or private sale or sales at any stock
exchange or broker’s board or at any of the Pledgee’s offices or elsewhere at
such prices and on such terms (including, without limitation, a requirement that
any purchaser of all or any part of the Collateral shall be required to purchase
any securities constituting the Collateral solely for investment and without any
intention to make a distribution thereof) as the Pledgee in its sole and
absolute discretion deems appropriate without any liability for any loss due to
decrease in the market value of the Collateral during the period
held.  The Pledgee agrees that if notice of sale shall be required by
law such notification shall be deemed reasonable and properly given if mailed to
the Pledgor, postage prepaid, at least ten (10) days before any such
disposition, to the address indicated in Section 13(c) below.  Any
disposition of the Collateral or any part thereof may be for cash or on credit
or for future delivery without assumption of any credit risk, with the right of
the Pledgee to purchase all or any part of the Collateral so sold at any such
sale or sales, public or private, free of any equity or right of redemption in
the Pledgor, which right or equity is, to the extent permitted by applicable
law, hereby expressly waived and released by the Pledgor.

    

    


    (b)           All
of the Pledgee’s rights and remedies, including but not limited to the
foregoing, shall be cumulative and not exclusive and shall be enforceable
alternatively, successively or concurrently as the Pledgee may deem
expedient.

    


    (c)           The
Pledgee may elect to obtain (at the Pledgor’s expense) the advice of any
independent investment banking firm with respect to the method and manner of
sale or other disposition of any of the Collateral, the best price reasonably
obtainable therefor, the consideration of cash and/or credit terms, or any other
details concerning such sale or disposition.  The Pledgee, in its sole
discretion, may elect to sell on such credit terms which it deems
reasonable.  The sale of any of the Collateral on credit terms shall
not relieve the Pledgor of its liability under any Loan Document until its
Guaranty Obligations have been paid in full.  All payments received by
the Pledgee in respect of a sale of Collateral shall be applied to the Guaranty
Obligations in the manner provided in Section 10 hereof, as and when such
payments are received.

    


    (d)           The
Pledgor recognizes that the Pledgee may be unable to effect a public sale of all
or a part of the Collateral by reason of certain prohibitions contained in any
applicable securities law, but may be compelled to resort to one or more private
sales to a restricted group of purchasers who will be obliged to agree, among
other things, to acquire the Collateral for their own account, for investment
and not with a view for the distribution or resale thereof.  The
Pledgor agrees that private sales so made may be at prices and on other terms
less favorable to the seller than if the Collateral were sold at public sale,
and that the Pledgee has no obligation to delay the sale of any Collateral for
the period of time necessary to permit the registration of the Collateral for
public sale under the Securities Act of 1933, as amended.  The Pledgor
agrees that a private sale or sales made under the foregoing circumstances shall
be deemed to have been made in a commercially reasonable manner.

    


    (e)           If
any consent, approval or authorization of any state, municipal or other
governmental department, agency or authority should be necessary to effectuate
any sale or other 

     

    
      
        
        

      

      
        B-2-6

        
          

        

      

      
        
        

      

       

      disposition
of the Collateral, or any partial disposition of the Collateral, the Pledgor
will execute all such applications and other instruments as may be required in
connection with securing any such consent, approval or authorization, and will
otherwise use its best efforts to secure such sale or other disposition of the
Collateral as the Pledgee may reasonably deem necessary pursuant to the terms of
this Agreement.

    

    


    (f)           Upon
any sale or other disposition, the Pledgee shall have the right to deliver,
assign and transfer to the purchaser thereof the Collateral so sold or disposed
of.  Each purchaser at any such sale or other disposition (including
the Pledgee) shall hold the Collateral free from any claim or right of the
Pledgor of whatever kind, including any equity or right of redemption of the
Pledgor.  The Pledgor specifically waives, to the extent permitted by
applicable laws, all rights of redemption, stay or appraisal which it had or may
have under any rule of law or statute now existing or hereafter
adopted.

    


    (g)           The
Pledgee shall not be obligated to make any sale or other disposition, unless the
terms thereof shall be satisfactory to it.  The Pledgee may, subject
to applicable laws, without notice or publication, adjourn any private or public
sale, and, upon ten (10) days’ prior notice to the Pledgor, hold such sale at
any time or place to which the same may be so adjourned.  In case of
any sale of all or any part of the Collateral, on credit or future delivery, the
Collateral so sold may be retained by the Pledgee until the selling price is
paid by the purchaser thereof, but the Pledgee and the Lenders shall incur no
liability in the case of the failure of such purchaser to take up and pay for
the property so sold and, in case of any such failure, such property may again
be sold as herein provided.

    


    10.           Disposition
of Proceeds.

     

    (a)           The
proceeds of any sale or disposition of all or any part of the Collateral shall
be applied by the Pledgee in the following order:

     

    (i)           to
the payment in full of the costs and expenses of such sale or sales,
collections, and the protection, declaration and enforcement of any security
interest granted hereunder including the reasonable compensation of the
Pledgee’s agents and attorneys;

     

    (ii)         
to the payment of the Guaranty Obligations; and

     

    (iii)         to
the payment to the Pledgor of any surplus then remaining from such proceeds,
subject to the rights of any holder of a lien on the Collateral of which the
Pledgee has actual notice.

     

    (b)           In
the event that the proceeds of any sale or other disposition of the Collateral
are insufficient to cover the principal of, and premium, if any, and interest
on, the Guaranty Obligations secured thereby plus costs and expenses of the sale
or other disposition, the Pledgor shall remain liable for any
deficiency.

    


    11.           Termination.  This
Agreement shall continue in full force and effect until all of the Guaranty
Obligations shall have been indefeasibly paid in full and satisfied, and the
Credit Agreement shall have been terminated.  Subject to any sale or
other disposition by
the Pledgee of 

     

    
      
        
        

      

      
        B-2-7

        
          

        

      

      
        
        

      

    

     

    the Collateral or any part
thereof pursuant to this Agreement, the Collateral (together with the undated
stock powers delivered by the Pledgor to the Pledgee) shall be returned to the
Pledgor upon full payment, satisfaction and termination of all of the Guaranty
Obligations.

     

    12.           Expenses
of the Pledgee.  All reasonable out of pocket expenses
(including reasonable fees and disbursements of counsel) incurred by the Pledgee
in connection with the perfection and continuation of the security interest
granted hereunder and any actual or attempted sale or exchange of, or any
enforcement, collection, compromise or settlement respecting, the Collateral, or
any other action taken by the Pledgee hereunder whether directly or as
attorney-in-fact pursuant to a power of attorney or other authorization herein
conferred, for the purpose of satisfaction of the liability of the Pledgor for
failure to pay the Guaranty Obligations or as additional amounts owing by the
Pledgor to cover the Pledgee’s costs of acting against the Collateral, shall be
deemed a Guaranty Obligation of the Pledgor for all purposes of this Agreement
and the Pledgee may apply the Collateral to payment of or reimbursement of
itself for such liability.

    


    13.           General
Provisions.

    


    (a)           All
capitalized terms used in this Agreement and not defined herein shall have the
respective meanings assigned to them in the Credit Agreement.

    


    (b)           The
Pledgee and its assigns shall have no obligation in respect of the Collateral,
except to use reasonable care in holding the Collateral and to hold and dispose
of the same in accordance with the terms of this Agreement.

    


    (c)           All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing, and unless otherwise expressly provided herein,
shall be conclusively deemed to have been received by a party hereto and to be
effective on the day on which delivered to such party at the address set forth
below, or if sent by registered or certified mail, on the third Business Day
after the day on which mailed in the United States, addressed to such party at
said address:

    


    (i)           if
to the Pledgee, at:

    


    Citibank,
N.A., as Administrative Agent

    730
Veterans Memorial Highway

    Hauppauge,
New York 11788

    
      	
               
      

            	
              Attention:

            	
              Relationship
      Manager – Comtech Telecommunications
Corp.

            


    

    
      	
               
      

            	
              Telecopy:

            	
              (631)
      265-4888

            


    

    


    (ii)           if
to Pledgor, at:

    


    c/o
Comtech Telecommunications Corp.

    68 South
Service Road, Suite 230

    Melville,
New York 11747

    
      	
               
      

            	
              Attention:

            	
              Chief
      Financial Officer

            


    

    
      	
               
      

            	
              Telecopy:

            	
              (631)
    962-7001

            


    

    
       

      
        
          
          

        

        
          B-2-8

          
            

          

        

        
          
          

        

      

    

     

    (iii)  As
to each party at such other address as such party shall have designated to the
other in a written notice complying as to delivery with the provisions of this
Section 13(c).

     

    (d)           No
failure on the part of the Pledgee to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise by the Pledgee of any right, power or remedy
hereunder preclude any other or future exercise thereof, or the exercise of any
other right, power or remedy.  The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law or any other
agreement.  The representations, covenants and agreements of the
Pledgor herein contained shall survive the date hereof.  Neither this
Agreement nor the provisions hereof can be changed, waived or terminated except
by a written agreement signed by the Pledgor and the Pledgee (acting with the
required consent of the Lenders as provided in the Credit
Agreement).  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, legal
representatives and assigns except that the Pledgor may not assign or transfer
any of its rights or obligations under this Agreement without the prior written
consent of each Lender (and any such assignment or transfer without such consent
shall be null and void.

    


    14.  APPLICABLE LAW; CONSENT TO
JURISDICTION; WAIVER OF JURY TRIAL.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW, WHICH WOULD APPLY
THE SUBSTANTIVE LAW OF ANY OTHER STATE.  THE PLEDGOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE
STATE OF NEW YORK, COUNTY OF NEW YORK, COUNTY OF NASSAU OR COUNTY OF SUFFOLK IN
ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY WAIVES AND AGREES NOT
TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION
OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF SUCH FEDERAL OR STATE COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER, OR THAT THIS AGREEMENT OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO
HEREIN OR THEREIN OR THE SUBJECT MATTER HEREOF OR THEREOF  OR THEREOF
MAY NOT BE LITIGATED IN OR BY SUCH FEDERAL OR STATE COURTS.  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR AGREES NOT TO (i) SEEK AND
HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY
COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN
ENFORCEMENT OF SUCH JUDGMENT OR (ii) ASSERT ANY COUNTERCLAIM IN ANY SUCH SUIT,
ACTION OR PROCEEDING UNLESS SUCH COUNTERCLAIM IS A COMPULSORY OR MANDATORY
COUNTERCLAIM UNDER APPLICABLE LAWS GOVERNING CIVIL PROCEDURE.  THE
PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR
REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS AGREEMENT OR


     

    
      
        
        

      

      
        B-2-9

        
          

        

      

      
        
        

      

       

      ANY
METHOD AUTHORIZED BY THE LAWS OF NEW YORK.  THE PLEDGOR AND THE
PLEDGEE EACH  KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY
COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY RELATING THERETO, AND AGREES THAT NO PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED.  EXCEPT AS PROHIBITED BY LAW, THE PLEDGOR
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR IN ADDITION TO, ACTUAL DAMAGES.  THE PLEDGOR CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE PLEDGEE OR ANY LENDER HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THEY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER.  THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR THE LENDERS TO ENTER INTO THE CREDIT
AGREEMENT.

    


    
      
        
           

        

         


      

      
        B-2-10

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement on the date first
above written.

    


    [PLEDGOR]

    


    


    By:___________________________

    Name:

    Title:

    


    


    CITIBANK,
N.A., as Administrative Agent

    


    


    By:
________________________

    Name:

    Title:

    



    
      
        
           

        

         


      

      
        B-2-11

        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    1.           Pledged
Company:

    Jurisdiction
of Incorporation:

    Stock
owned by Pledgor

    Class:

    Number of
Shares

    Stock
Certificate no.

    Percentage
of issued and outstanding shares:  65%

    


    2.           Pledged
Company:

    Jurisdiction
of Incorporation:

    Stock
owned by Pledgor

    Class

    Number of
Shares

    Stock
Certificate Nos.

    Percentage
of issued and outstanding shares: 65%

    Pledged
Interests:

    


    3.           Pledged
Company:

    Jurisdiction
of Incorporation:

    Stock
owned by Pledgor

    Class

    Number of
Shares

    Stock
Certificate Nos.

    Percentage
of issued and outstanding shares: 65%

    Pledged
Interests:

    


    



    
      
        
           

        

         


      

      
        B-2-12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              EXHIBIT
      C

            


    

    


    FORM
OF

    GUARANTY

    


    


    THIS GUARANTY is entered into
as of the __ day of June, 2009, by EACH OF THE UNDERSIGNED (each
a “Guarantor” and, collectively, the “Guarantors”) in favor of and for the
benefit of the Administrative Agent and the Lenders, as defined in the Credit
Agreement referred to below.

    


    RECITALS

    


    A.           Pursuant
to a Credit Agreement, dated as of the date hereof, by and among Comtech
Telecommunications Corp. (the “Company”),  Citibank, N.A., as
Administrative Agent, (the “Administrative Agent”) and the Lenders from time to
time parties thereto (as the same may be amended, modified, restated or
supplemented from time to time, the “Credit Agreement”), the Company will
receive Loans and other financial accommodations from the Administrative Agent
and Lenders and will incur Obligations.

    


    B.           The
Guarantors, being members of a group of entities affiliated with the Company and
being engaged in related businesses will receive direct and indirect benefits
from such Loans and financial accommodations.

    


    C.           Each
Guarantor wishes to grant the Administrative Agent and Lenders security and
assurance in order to secure the payment and performance by the Company of all
of its present and future Obligations, and, to that effect, to guaranty the
Obligations as set forth herein.

    


    Accordingly,
each Guarantor hereby agrees as follows:

    


    1.           Guaranty.

    


    (a)           Each
Guarantor, jointly and severally, absolutely, unconditionally and irrevocably
guarantees to the Administrative Agent and the Lenders the full and punctual
payment by the Company, when due, whether at the stated due date, by
acceleration or otherwise, of all Obligations of the Company, howsoever created,
arising or evidenced, voluntary or involuntary, whether direct or indirect,
absolute or contingent now, or hereafter existing or owing to the Administrative
Agent or the Lenders under the Credit Agreement, the Notes or the other Loan
Documents (collectively, the “Guaranteed Obligations”).  This Guaranty
is an absolute, unconditional, continuing guaranty of payment and not of
collection of the Guaranteed Obligations and includes Guaranteed Obligations
arising from successive transactions which shall either continue such Guaranteed
Obligations or from time to time renew such Guaranteed Obligations after the
same have been satisfied.  This Guaranty is in no way conditioned upon
any attempt to collect from the Company or upon any other event or contingency,
and shall be binding upon and enforceable against each Guarantor without regard
to the validity or enforceability of the Credit Agreement, the Notes or any
other Loan Document or of any term of any thereof.  If for any reason
the Company shall fail or be unable duly and punctually to pay 

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

       

      any of
the Guaranteed Obligations (including, without limitation, amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. § 362(a)), each Guarantor will forthwith pay the
same, in cash, immediately upon demand.

    

    


    (b)           In
the event the Credit Agreement, any Note or any other Loan Document shall be
terminated as a result of the rejection thereof by any trustee, receiver or
liquidating agent of the Company or any of its properties in any bankruptcy,
insolvency, reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar proceeding, each Guarantor’s obligations hereunder shall
continue to the same extent as if the Credit Agreement, such Note or such other
Loan Document had not been so rejected.

    


    (c)           Each
Guarantor shall pay all reasonable out of  pocket costs, expenses
(including, without limitation, reasonable attorneys’ fees and disbursements)
and damages incurred in connection with the enforcement of this Guaranty and of
the Guaranteed Obligations of the Company under the Credit Agreement or the Note
or any other Loan Document to the extent that such costs, expenses and damages
are not paid by the Company pursuant to the respective documents.

    


    (d)           Each
Guarantor further agrees that if any payment made by the Company or any
Guarantor to the Administrative Agent or the Lenders on any Obligation or
Guaranteed Obligation, as applicable, is rescinded, recovered from or repaid by
the Administrative Agent or the Lenders, in whole or in part, in any bankruptcy,
insolvency or similar proceeding instituted by or against the Company or any
Guarantor, or otherwise, this Guaranty shall continue to be fully applicable to
such Guaranteed Obligation to the same extent as though the payment so recovered
or repaid had never originally been made on such Guaranteed
Obligation.

    


                             (e)           Each Guarantor hereby grant to the
Administrative Agent, the Issuing Lender, each Lender and each Affiliate of each
Lender, a continuing lien, security interest and right of setoff as security for
all liabilities and obligations to any of them, whether now existing or
hereafter arising, upon and against all deposits, credits, collateral and
property, now or hereafter in the possession, custody, safekeeping or control of
the Administrative Agent, the Issuing Lender, each Lender and each Affiliate of
each Lender and their respective successors and assigns or in transit to any of
them.  The Administrative Agent, the Issuing Lender, each Lender and
each Affiliate of each Lender are each hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and 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 the Administrative
Agent, the Issuing Lender, any Lender or any Affiliate of any Lender to or for
the credit or the account of the Guarantor against any and all of the Guaranty
Obligations of the Guarantors now and hereafter existing hereunder held by such
Person, irrespective of whether or not such Person shall have made any demand
under this Guaranty or any other Loan Document and although such obligations may
be unmatured.  The rights of the Administrative Agent, the Issuing
Lender, each Lender and each Affiliate of each Lender under this Section 1(e)
are in addition to other rights and remedies (including, without limitation,
other rights of setoff) which they may have.  ANY AND ALL RIGHTS TO REQUIRE THE
ADMINISTRATIVE AGENT, THE ISSUING LENDER, EACH LENDER AND EACH AFFILIATE OF EACH
LENDER TO EXERCISE THEIR RIGHTS OR REMEDIES WITH 

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE LOANS, PRIOR TO EXERCISING THEIR RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EACH GUARANTOR, ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

    


    2.           Guaranty
Continuing, Absolute, Unlimited.

    


    The
obligations of each Guarantor hereunder shall be continuing, absolute,
irrevocable, unlimited and unconditional, shall not be subject to any
counterclaim, set-off, deduction or defense based upon any claim any Guarantor
may have against the Administrative Agent, any Lender or the Company or any
other person, and shall remain in full force and effect without regard to, and,
to the fullest extent permitted by applicable law, shall not be released,
discharged or in any way affected by, any circumstance or condition (whether or
not any Guarantor shall have any knowledge or notice thereof) whatsoever which
might constitute a legal or equitable discharge or defense including, but not
limited to, (a) any express or implied amendment, modification or supplement to
the Credit Agreement, any Note, or any other Loan Document or any other
agreement referred to in any thereof, or any other instrument applicable to the
Company or to the Loans, or the Letters of Credit or any part thereof; (b) any
failure on the part of the Company to perform or comply with the Credit
Agreement, any Note or any other Loan Document or any failure of any other
Person to perform or comply with any term of the Credit Agreement, any Note, or
any other Loan Document or any other agreement as aforesaid; (c) any waiver,
consent, change, extension, indulgence or other action or any action or inaction
under or in respect of the Credit Agreement, any Note, or any other Loan
Document or any other agreement as aforesaid, whether or not the Administrative
Agent, any Lender, the Company or any Guarantor has notice or knowledge of any
of the foregoing; (d) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or similar proceeding with respect to the
Company, or its properties or its creditors, or any action taken by any trustee
or receiver or by any court in any such proceeding; (e) any furnishing or
acceptance of additional security or any release of any security; (f) any
limitation on the liability or obligations of the Company under the Credit
Agreement, any Note or any other Loan Document or any termination, cancellation,
frustration, invalidity or unenforceability, in whole or in part, of the Credit
Agreement, any Note, this Guaranty or any other Loan Document or any term of any
thereof; (g) any lien, charge or encumbrance on or affecting any Guarantor’s or
any of the Company’s respective assets and properties; (h) any act, omission or
breach on the part of the Administrative Agent or any Lender under the Credit
Agreement, any Note or any other Loan Document or any other agreement at any
time existing between the Administrative Agent, any Lender and the Company or
any law, governmental regulation or other agreement applicable to the
Administrative Agent, any Lender or any Loan; (i) any claim as a result of any
other dealings among the Administrative Agent, any Lender, any Guarantor or the
Company; (j) the assignment of this Guaranty, the Credit Agreement, any Note or
any other Loan Document by the Administrative Agent or any Lender to any other
Person; or (k) any change in the name of the Administrative Agent, any Lender,
the Company or any other Person referred to herein.

    


    3.           Waiver.

    


    Each
Guarantor unconditionally waives, to the fullest extent permitted by applicable
law:  (a) notice of any of the matters referred to in Section 2
hereof, except as 

     

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

       

      expressly
provided herein; (b) all notices which may be required by statute, rule of law
or otherwise to preserve any rights against any Guarantor hereunder, including,
without limitation, notice of the acceptance of this Guaranty, or the creation,
renewal, extension, modification or accrual of the Guaranteed Obligations or
notice of any other matters relating thereto, any presentment, demand, notice of
dishonor, protest, nonpayment of any damages or other amounts payable under the
Credit Agreement, any Note or any other Loan Documents; (c) any requirement for
the enforcement, assertion or exercise of any right, remedy, power or privilege
under or in respect of the Credit Agreement, any Note or any other Loan
Documents, including, without limitation, diligence in collection or protection
of or realization upon the Guaranteed Obligations or any part thereof or any
collateral therefor; (d) any requirement of diligence; (e) any requirement to
mitigate the damages resulting from a default by the Company under the Credit
Agreement, any Note or any other Loan Documents; (f) the occurrence of every
other condition precedent to which any Guarantor or the Company may otherwise be
entitled; (g) the right to require the Administrative Agent or the Lenders to
proceed against the Company or any other Person liable on the Guaranteed
Obligations, to proceed against or exhaust any security held by the Company or
any other person, or to pursue any other remedy in the Administrative Agent’s or
any Lender’s power whatsoever; and (h) the right to have the property of the
Company first applied to the discharge of the Guaranteed
Obligations.

    

    


    The
Administrative Agent and the Lenders may, at their election, exercise any right
or remedy they may have against the Company without affecting or impairing in
any way the liability of any Guarantor hereunder and each Guarantor waives, to
the fullest extent permitted by applicable law, any defense arising out of the
absence, impairment or loss of any right of reimbursement, contribution or
subrogation or any other right or remedy of any Guarantor against the Company,
whether resulting from such election by the Administrative Agent or the Lenders
or otherwise.  Each Guarantor waives any defense arising by reason of
any disability or other defense of the Company or any Guarantor or by reason of
the cessation for any cause whatsoever of the liability, either in whole or in
part, of the Company to the Administrative Agent and the Lenders for the
Guaranteed Obligations.

    


    Each
Guarantor assumes the responsibility for being and keeping informed of the
financial condition of the Company or any other Guarantor and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and agrees that neither the Administrative Agent nor the Lenders shall have any
duty to advise any Guarantor of information regarding any condition or
circumstance or any change in such condition or circumstance.  Each
Guarantor acknowledges that neither the Administrative Agent nor the Lenders
have made any representations to any Guarantor concerning the financial
condition of the Company or any other Guarantor.

    


    4.           Representations
and Covenants of each Guarantor.

    


    (a)           The
representations and warranties contained in Article IV of the Credit Agreement,
solely to the extent they relate and are expressly applicable to a Guarantor,
are true and correct as of the date hereof and the Administrative Agent and the
Lenders are entitled to rely on such representations and warranties to the same
extent as though the same were set forth in full herein.

    


    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

    (b)           Each
Guarantor hereby agrees to perform the covenants contained in Article VI and
Article VII of the Credit Agreement, solely to the extent they relate and are
expressly applicable to the Guarantor, and the Administrative Agent and the
Lenders are entitled to rely on such agreement to perform such covenants to the
same extent as though the same were set forth in full herein.

    


    5.           Payments.

    


    Each
payment by each Guarantor to the Administrative Agent and the Lenders under this
Guaranty shall be made in the time, place and manner provided for payments in
the Credit Agreement without set-off or counterclaim to the account at which
such payment is required to be paid by the Company under the Credit
Agreement.

    


    


    6.           Parties.

    


    This
Guaranty shall inure to the benefit of the Administrative Agent, the Lenders and
their respective permitted successors, assigns or transferees, and shall be
binding upon the Guarantors and their respective successors and
assigns.  No Guarantor may delegate any of its duties under this
Guaranty without the prior written consent of the Administrative Agent and the
Lenders (and any such delegation without such consent shall be null and
void).

    


    
      	
               
      

            	
              7.

            	
              Notices.

            


    

    


    Any
notice shall be conclusively deemed to have been received by a party hereto and
to be effective on the day on which delivered to such party at the address set
forth below, or if sent by registered or certified mail, on the third Business
Day after the day on which mailed in the United States, addressed to such party
at said address:

    


    (a)           if
to the Administrative Agent and/or the Lenders,

    


    Citibank,
N.A., as Administrative Agent

    730
Veterans Memorial Highway

    Hauppauge,
New York 11788

    
      	
               
      

            	
              Attention:

            	
              Relationship
      Manager – Comtech Telecommunications
Corp.

            


    

    
      	
               
      

            	
              Telecopy:

            	
              (631)
      265-4888

            


    

    


    With a
copy to:

    


    Farrell
Fritz, P.C.

    1320
RexCorp Plaza

    Uniondale,
NY  11556

    Attention:             
Robert C. Creighton, Esq.

    Telecopy:               (516)
227-0700

    


    (b)           if
to a Guarantor,

    


    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

      

        c/o
Comtech Telecommunications, Inc.

        68 South
Service Road, Suite 230

        Melville,
New York 11747

        Attention:              Chief
Financial Officer

        Telecopy:               (631)
962-7001

      

    

    
       

    

    


    
      	
               
      

            	
              (c)

            	
              as
      to each such party at such other address as such party shall have
      designated to the other in a written notice complying as to delivery with
      the provisions of this Section 7.

            


    

    


    
      	
               
      

            	
              8.

            	
              Remedies.

            


    

    


    Each
Guarantor stipulates that the remedies at law in respect of any default or
threatened default by a Guarantor in the performance of or compliance with any
of the terms of this  Guaranty are not and will not be adequate, and
that any of such terms may be specifically enforced by a decree for specific
performance or by an injunction against violation of any such terms or
otherwise.

    


    9.           Rights to
Deal with the Company.

    


    At any
time and from time to time, without terminating, affecting or impairing the
validity of this Guaranty or the obligations of any Guarantor hereunder, the
Administrative Agent and the Lenders may deal with the Company in the same
manner and as fully as if this Guaranty did not exist and shall be entitled,
among other things, to grant the Company, without notice or demand and without
affecting any Guarantor’s liability hereunder, such extension or extensions of
time to perform, renew, compromise, accelerate or otherwise change the time for
payment of or otherwise change the terms of indebtedness or any part thereof
contained in or arising under the Credit Agreement, any Note or any other Loan
Documents, or to waive any obligation of the Company to perform, any act or acts
as the Administrative Agent and the Lenders may deem advisable.

    


    10.           Subrogation.

    


    (a)           Upon
any payment made or action taken by a Guarantor pursuant to this Guaranty, such
Guarantor shall, subject to the provisions of Sections 10(b) and (c) hereof, be
fully subrogated to all of the rights of the Administrative Agent and the
Lenders against the Company arising out of the action or inaction of the Company
for which such payment was made or action taken by such Guarantor.

    


    (b)           Any
claims of such Guarantor against the Company arising from payments made or
actions taken by such Guarantor pursuant to the provisions of this Guaranty
shall be in all respects subordinate to the full and complete or final and
indefeasible payment or performance and discharge, as the case may be, of all
amounts, obligations and liabilities, the payments or performance and discharge
of which are guaranteed by this Guaranty, and no payment hereunder by a
Guarantor shall give rise to any claim of such Guarantor against the
Administrative Agent and the Lenders.

    


    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

      

    

     

    (c)           Notwithstanding
anything to the contrary contained in this Section 10, no Guarantor shall be
subrogated to the rights of the Administrative Agent and the Lenders against the
Company until all of the Obligations of the Company have been paid finally and
indefeasibly in full, and that subrogation shall be suspended upon the
occurrence of the events described in Section 1(d) hereof until the
Administrative Agent and the Lenders are indefeasibly paid in full.

    


    11.           Survival
of Representations, Warranties, etc.

    


    All
representations, warranties, covenants and agreements made herein, including
representations and warranties deemed made herein, shall survive any
investigation or inspection made by or on behalf of the Administrative Agent and
the Lenders and shall continue in full force and effect until all of the
obligations of the Guarantors under this Guaranty shall be fully performed in
accordance with the terms hereof, and until the payment in full of the
Guaranteed Obligations.

    


    12.           GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.  THIS GUARANTY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW, WHICH WOULD APPLY
THE SUBSTANTIVE LAW OF ANY OTHER STATE.  EACH GUARANTOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE
STATE OF NEW YORK, COUNTY OF NEW YORK, COUNTY OF NASSAU OR COUNTY OF SUFFOLK IN
ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN
CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR HEREBY WAIVES AND AGREES
NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF SUCH FEDERAL OR STATE COURTS, THAT SUCH SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT,
ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY OR ANY DOCUMENT OR ANY
INSTRUMENT REFERRED TO HEREIN OR THEREIN OR THE SUBJECT MATTER HEREOF OR
THEREOF  MAY NOT BE LITIGATED IN OR BY SUCH FEDERAL OR STATE
COURTS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR
AGREES NOT TO (i) SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT
OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE
CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT OR (ii) ASSERT ANY
COUNTERCLAIM IN ANY SUCH SUIT, ACTION OR PROCEEDING UNLESS SUCH COUNTERCLAIM IS
A COMPULSORY OR MANDATORY COUNTERCLAIM UNDER APPLICABLE LAWS GOVERNING CIVIL
PROCEDURE. EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY
CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS
GUARANTY OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK.  THE
ADMINISTRATIVE AGENT, THE LENDERS AND EACH 

     

    
      
        
        

      

      
        C-7

        
          

        

      

      
        
        

      

       

      GUARANTOR  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY RELATING THERETO, AND AGREES THAT NO PARTY WILL SEEK TO CONSOLIDATE
ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED.  EXCEPT AS PROHIBITED BY LAW, EACH GUARANTOR HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES.  EACH GUARANTOR CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THEY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.  THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR THE LENDERS TO ENTER INTO THE CREDIT
AGREEMENT.

    

    


    13.           Miscellaneous.

    


    (a)           All
capitalized terms used herein and not defined herein shall have the meanings
specified in the Credit Agreement.

    


    (b)           This
Guaranty is the joint and several obligation of each Guarantor, and may be
enforced against each Guarantor separately, whether or not enforcement of any
right or remedy hereunder has been sought against any other
Guarantor.  Each Guarantor acknowledges that its obligations hereunder
will not be released or affected by the failure of the other Guarantors to
execute the Guaranty or by a determination that all or a part of this Guaranty
with respect to any other Guarantor is invalid or unenforceable.

    


    (c)           If
any term of this Guaranty or any application thereof shall be invalid or
unenforceable, the remainder of this Guaranty and any other application of such
term shall not be affected thereby.

    


    (d)           Any
term of this Guaranty may be amended, waived, discharged or terminated only by a
written agreement executed by each Guarantor and by the Administrative Agent
(acting with the required consent of the Lenders as provided in the Credit
Agreement).

    


    (e)           The
headings in this Guaranty are for purposes of reference only and shall not limit
or define the meaning hereof.

    


    (f)           No
delay or omission by the Administrative Agent or a Lender in the exercise of any
right under this Guaranty shall impair any such right, nor shall it be construed
to be waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise of any other
right.

     

    
      
        
        

      

      
        C-8

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, the
undersigned have caused this Guaranty to be executed and delivered as of the day
and year first above written.

     

     

    
      
        	
                COMTECH
      ANTENNA SYSTEMS, INC.

              	
                COMTECH
      SYSTEMS, INC.

              
	 
      	 
      
	 
      	 
      
	
                By:  ___________________________

              	
                By:  ___________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 
      	 
      
	 
      	 
      
	
                COMTECH
      EF DATA CORP.

              	
                COMTECH
      PST CORP.

              
	 
      	 
      
	 
      	 
      
	
                By:  ___________________________

              	
                By:  ___________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 
      	 
      
	
                COMTECH
      MOBILE DATACOM

              	
                COMTECH
      AHA CORP.

              
	
                CORPORATION

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:  ___________________________

              	
                By:  ___________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 
      	 
      
	
                COMTECH
      XICON TECHNOLOGY, INC.

              	
                COMTECH
      TIERNAN VIDEO INC.

              
	 
      	 
      
	 
      	 
      
	
                By:  ___________________________

              	
                By:  ___________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 
      	 
      
	
                COMTECH
      AERO ASTRO, INC.

              	
                WC
      ACQUISITION CORP.

              
	 
      	 
      
	 
      	 
      
	
                By:  ___________________________

              	
                By:  ___________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              


      

    


    
      
        
           

        

         


      

      
        C-9

        
          

        

      

      
         


      

    

     

    

      
        	
                COMTECH
      TOLT TECHNOLOGIES, INC.

              	
                COMTECH
      SYSTEMS INTERNATIONAL, INC.

              
	 
      	 
      
	 
      	 
      
	
                By:  ___________________________

              	
                By:  ___________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 
      	 
      
	
                COMTECH
      COMMUNICATIONS CORP.

              	
                ARMER
      COMMUNICATIONS ENGINEERING SERVICES, INC.

              
	 
      	 
      
	 
      	 
      
	
                By:  ___________________________

              	
                By:  ___________________________

              
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              
	 
      	 
      
	
                TIERNAN
      RADYN COMSTREAM, INC.

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:  ___________________________

              	 
      
	
                Name:

              	 
      
	
                Title:

              	 
      


      

    

    

      
        
          
             

          

           


        

        
          C-10

          
            

          

        

        
           


        

      



    EXHIBIT
D

    


    


    ASSIGNMENT
AND ACCEPTANCE AGREEMENT

    


    


    Dated
__________________

    


    


    Reference
is hereby made to the Credit Agreement dated as of June ___, 2009 (as amended,
modified or supplemented from time to time the “Credit Agreement”) by and
among COMTECH
TELECOMMUNICATIONS CORP. a Delaware corporation (the “Company”), the
lenders signatory thereto (collectively, the “Lenders”) and CITIBANK, N.A., as
Administrative Agent (in such capacity, the “Administrative
Agent”).  Capitalized terms used herein that are defined in the Credit
Agreement and not otherwise defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement.

    


    ________________________________,
a _________________ (the “Assignor”), and _________________________________, a
_________________ (the “Assignee”), agree as follows:

    


    1.           The
Assignor hereby sells and assigns to the Assignee, without recourse, and without
representation or warranty except as expressly set forth herein, and the
Assignee hereby irrevocably purchases and assumes from the Assignor, a ___%
interest in and to all of the Assignor’s rights and obligations under the Credit
Agreement as of the Effective Date (as defined below) (including, without
limitation, such percentage interest in the Assignor’s Commitments as in effect
on the Effective Date, the owing to the Assignor on the Effective Date, the
Revolving Credit Note held by the Assignor and the participations in Letters of
Credit held by the Assignor on the Effective Date).

    


    2.           The
Assignor: (i) represents and warrants that as of the date hereof its Commitment
(without giving effect to assignments thereof that have not yet become
effective) is as follows: Revolving Credit Commitment:
$________________ and the aggregate amount of its participations in Letters of
Credit is $___________, and the aggregate outstanding principal amount of the
Loans owing to it (without giving effect to assignments thereof that have not
yet become effective) is:  $___________; (ii) represents and warrants
that it is the legal and beneficial owner of the interest being assigned by it
hereunder, and that such interest is free and clear of any adverse claim; (iii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Credit Agreement or any other instrument or document furnished pursuant
thereto; (iv) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Company, Guarantor or any of
their respective Affiliates or the performance or observance by the Company or
any Guarantor of their respective obligations under the Credit Agreement or any
other instrument or document furnished pursuant thereto or the enforceability of
any such agreement, instrument or document; and (v) attaches the Revolving
Credit Note referred to in paragraph 1 above and requests that the Agent
exchange each such note for a Revolving Credit Note dated the Effective Date in
the principal amount of 

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

       

      $________
payable to the order of the Assignee, and a Revolving Credit Note dated the
Effective Date in the principal amount of $________ payable to the order of the
Assignor.

    

    


    3.           The
Assignee: (i) confirms that it has received a copy of the Credit Agreement,
together with copies of such financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance Agreement; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent,
the Assignor or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (iii) appoints and
authorizes the Administrative Agent to take such action as its agent on its
behalf and to exercise such powers under the Credit Agreement as are delegated
to the Administrative Agent by the terms thereof, together with such powers as
are reasonably incidental thereto; (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender; and (v)
specifies as its addresses for Alternate Base Rate Loans and Adjusted Libor
Loans (and address for notices) the offices set forth beneath its name on the
signature pages hereof.

    


    4.           The
effective date for this Assignment and Acceptance Agreement shall be
_________________ (the “Effective Date”) which shall not be earlier than five
Business Days after the acceptance and recording by the Administrative Agent of
the executed Assignment and Acceptance Agreement.  Following the
execution of this Assignment and Acceptance Agreement, it will be delivered to
the Administrative Agent for acceptance by the Administrative Agent and,
provided that no Default or Event of Default has occurred and is then continuing
under the Credit Agreement, the Company, and accompanied by the fee payable to
the Administrative Agent as referred to in Section 10.05(e) of the Credit
Agreement.

    


    5.           Upon
such acceptances, as of the Effective Date: (i) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance Agreement, have the rights and obligations of a Lender thereunder and
under the other Loan Documents, and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance Agreement, relinquish its rights
(except Sections 3.07, 3.08, 3.09, 10.03 and 10.07 of the Credit Agreement for
the period prior to the Effective Date) and be released from its obligations
under the Credit Agreement.

    


    6.           Upon
such acceptance, from and after the Effective Date, the Administrative Agent
shall make all payments under the Credit Agreement and the Notes in respect of
the interest assigned hereby (including, without limitation, all payments of
principal, interest and commitment fees with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes for periods
prior to the Effective Date directly between themselves.

    


    7.           This
Assignment and Acceptance Agreement  shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to principles of conflicts or choice of law, which would apply the substantive
law of any other state.


    
      
        
           

        

         


      

      
        D-2

        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the
Assignor and the Assignee have caused this Assignment and Acceptance Agreement
to be executed by their officers thereunto duly authorized as of the date first
set forth above.

    


    [NAME OF
ASSIGNOR]

    


    


    By:
_______________________________

    Title

    


    


    [NAME OF
ASSIGNEE]

    


    


    By:
_______________________________

         Title

    


    


    Lending
Office for Alternate Base Rate Loans:

    


    ___________________________

    ___________________________

    ___________________________

    


    Lending
Office for Adjusted Libor Loans:

    ___________________________

    ___________________________

    ___________________________

    Attention:

    


    Address
for Notices:

    ___________________________

    ___________________________

    ___________________________

    
      
        Attention: 

      

    

    Telecopy
No.:

     

    
      
        
           

        

         


      

      
        D-3

        
          

        

      

      
         


      

    


    Accepted
this _____ day

    of
_______________, 200_

    


    CITIBANK, N.A.,
as

    Administrative
Agent

    


    


    By:
_________________________________

    Name:

    Title:

    


    COMTECH
TELECOMMUNICATIONS CORP.

    


    


    By:
_________________________________

    Name:

    Title:


    
      
        
           

        

         


      

      
        D-4

        
          

        

      

      
         


      

    


    EXHIBIT
E

    Legal
Opinion

    


    [APPROPRIATE
INTRODUCTION AND QUALIFICATIONS TO BE INCORPORATED BY BORROWER’S
COUNSEL]

    


    Based
upon and subject to the foregoing and the limitations and qualifications set
forth below, we are of the opinion that:

     

    1. Each of
the Domestic Obligors is validly existing and in good standing as a corporation
under the law of its state of incorporation or formation and each has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as such business is described in the Company’s
Annual Report on Form 10-K for the fiscal year ended July 31, 2008 (the “Company 10-K”).

     

    2. Each of
the Domestic Obligors has the requisite corporate power and authority to enter
into and perform each Loan Document to which it is a party.  The
Company has the requisite corporate power and authority to issue the
Notes.

     

    3. The
execution, delivery and performance by each of the Domestic Obligors of each
Loan Document to which it is a party, including the issuance and payment of the
Notes and the borrowing by the Company under the Credit Agreement, have been
duly authorized by all requisite corporate action on the part each of the
Domestic Obligors.

     

    4. Each Loan
Document has been duly executed and delivered by each of the Domestic Obligors
to the extent that it is a party thereto.

     

    5. Each Loan
Document is (and in the case of each of the Notes delivered to the Lenders after
the date hereof, assuming the due execution and delivery by the Company, will
constitute) a legal, valid and binding obligation of each of the Obligors to the
extent that it is a party thereto, and each Loan Document is enforceable against
the Obligors party thereto in accordance with its terms.

     

    6. Except
for (i) filings or recordings, if any, contemplated by the Loan Documents that
may be required under applicable law to perfect or record security interests,
mortgages or other liens or encumbrances, (ii) federal and state securities or
blue sky laws, as to which we express no opinion and (iii) those already
obtained, no approval, authorization or other action by, or filing with, any
United States federal or state governmental authority known to us to be
applicable to any of the Obligors is required in connection with the execution
and delivery of the Loan Documents on behalf of the Obligors or the transactions
contemplated thereby, except for the filing by the Company with the Securities
and Exchange Commission of a report which discloses the execution and delivery
of the Credit Agreement as required by the Securities Exchange Act of 1934, as
amended.

     

    
      
        
        

      

      
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    7. Neither
the execution and delivery by the Domestic Obligors of, nor the consummation of
the transactions contemplated by, the Loan Documents to which each such Domestic
Obligor is a party (a) conflict with or violate the Obligor Certificates or
by-laws of the Domestic Obligors, any provision of the corporations law of the
state of incorporation or formation of such Domestic Obligor or any United
States federal or New York statute, rule or regulation (including, the
provisions of Regulation U or X of the Board of Governors of the Federal Reserve
System), known to us to be applicable to the Domestic Obligors (other than
federal and state securities or blue sky laws, as to which we express no opinion
in this paragraph), (b) violate any order, writ, injunction or decree of any
court or governmental authority or any arbitral award known to us to be binding
on any Domestic Obligor, (c) result in a breach of, constitute a default under,
require any consent under, or result in the acceleration or required prepayment
of any indebtedness pursuant to, any agreement or instrument, listed as an
exhibit to the Company 10-K (it being understood, however, that we express no
opinion with respect to any financial covenant in any such agreement or
instrument), or (d) except for the liens created pursuant to the Loan Documents,
result in the creation or imposition of any lien upon any property of the
Domestic Obligors pursuant to any agreement or instrument listed as an exhibit
to the Company 10-K (it being understood, however, that we express no opinion
with respect to any financial covenant in any such agreement or
instrument).

     

    8. Except as
set forth in the Credit Agreement, we have no knowledge of any legal or arbitral
proceedings, or any proceedings by or before any governmental or regulatory
authority, now pending or threatened in writing against any of the Obligors or
any of their respective properties, which, if adversely determined, would have a
Material Adverse Effect.

     

    9. The
Pledge Agreements, together with the delivery of the certificates representing
the Pledged Equity by the Obligors to the Administrative Agent in the state of
New York, indorsed to or issued in the name of the Administrative Agent,
perfects in favor of the Administrative Agent, for the benefit of the Lenders, a
security interest in the Pledged Equity under the New York Uniform Commercial
Code (“New York
UCC”).  Assuming that neither the Administrative Agent nor the
Lenders has notice of any adverse claim (as such phrase is defined in section
8-105 of the New York UCC) to the Pledged Equity at the time the Administrative
Agent, for the benefit of the Lenders, acquires its security interest, the
Administrative Agent, for the benefit of the Lenders, is acquiring its security
interests in the Pledged Equity free of adverse claims.  In the case
of any Pledged Equity issued by a Non-Domestic Guarantor, we have assumed, with
your permission and without any independent verification, that any such Pledged
Equity constitutes a “security” as such term is defined in section 8-102 of the
New York UCC.

     

    10. No
Obligor is an “investment company” registered or required to be registered under
the Investment Company Act of 1940, as amended.

     


    
      
        
        

         


      

      
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