Exhibit 10.1

                                                                  EXECUTION COPY

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                                 $1,650,000,000

                                CREDIT AGREEMENT

                            Dated as of May 29, 2007,

                                      Among

                             BAUBLE HOLDINGS CORP.,

                 BAUBLE ACQUISITION SUB, INC. (to be merged with
                        and into Claire's Stores, Inc.),

                                  as Borrower,

                            THE LENDERS PARTY HERETO,

                                 CREDIT SUISSE,
                            as Administrative Agent,

                       BEAR STEARNS CORPORATE LENDING INC.
                                       and
                          MIZUHO CORPORATE BANK, LTD.,
                            as Co-Syndication Agents,

                          LEHMAN COMMERCIAL PAPER INC.
                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                           as Co-Documentation Agents,

                                       and

                            BEAR, STEARNS & CO. INC.,
                       CREDIT SUISSE SECURITIES (USA) LLC,
                                       and
                              LEHMAN BROTHERS INC.,
                  as Joint Bookrunners and Joint Lead Arrangers

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<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   Definitions

SECTION 1.01. Defined Terms ..............................................     1
SECTION 1.02. Terms Generally ............................................    50
SECTION 1.03. Effectuation of Transfers ..................................    51
SECTION 1.04. Exchange Rates; Currency Equivalents .......................    51

                                   ARTICLE II

                                   The Credits

SECTION 2.01. Commitments ................................................    52
SECTION 2.02. Loans and Borrowings .......................................    52
SECTION 2.03. Requests for Borrowings ....................................    53
SECTION 2.04. Swingline Loans ............................................    54
SECTION 2.05. Letters of Credit ..........................................    55
SECTION 2.06. Funding of Borrowings ......................................    61
SECTION 2.07. Interest Elections .........................................    61
SECTION 2.08. Termination and Reduction of Commitments ...................    62
SECTION 2.09. Repayment of Loans; Evidence of Debt .......................    63
SECTION 2.10. Repayment of Term Loans and Revolving Facility Loans .......    64
SECTION 2.11. Prepayment of Loans ........................................    66
SECTION 2.12. Fees .......................................................    67
SECTION 2.13. Interest ...................................................    68
SECTION 2.14. Alternate Rate of Interest .................................    69
SECTION 2.15. Increased Costs ............................................    69
SECTION 2.16. Break Funding Payments .....................................    71
SECTION 2.17. Taxes ......................................................    71
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs     73
SECTION 2.19. Mitigation Obligations; Replacement of Lenders .............    75
SECTION 2.20. Illegality .................................................    76
SECTION 2.21. Incremental Commitments ....................................    76

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01. Organization; Powers .......................................    78
SECTION 3.02. Authorization ..............................................    78

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SECTION 3.03. Enforceability .............................................    79
SECTION 3.04. Governmental Approvals .....................................    79
SECTION 3.05. Financial Statements .......................................    80
SECTION 3.06. No Material Adverse Effect .................................    80
SECTION 3.07. Title to Properties; Possession Under Leases ...............    80
SECTION 3.08. Subsidiaries ...............................................    81
SECTION 3.09. Litigation; Compliance with Laws ...........................    81
SECTION 3.10. Federal Reserve Regulations ................................    82
SECTION 3.11. Investment Company Act .....................................    82
SECTION 3.12. Use of Proceeds ............................................    82
SECTION 3.13. Tax Returns ................................................    82
SECTION 3.14. No Material Misstatements ..................................    83
SECTION 3.15. Employee Benefit Plans .....................................    83
SECTION 3.16. Environmental Matters ......................................    84
SECTION 3.17. Security Documents .........................................    84
SECTION 3.18. Location of Real Property and Leased Premises ..............    86
SECTION 3.19. Solvency ...................................................    86
SECTION 3.20. Labor Matters ..............................................    86
SECTION 3.21. Insurance ..................................................    87
SECTION 3.22. No Default .................................................    87
SECTION 3.23. Intellectual Property; Licenses, Etc .......................    87
SECTION 3.24. Senior Debt ................................................    87

                                   ARTICLE IV

                              Conditions of Lending

SECTION 4.01. All Credit Events ..........................................    87
SECTION 4.02. First Credit Event .........................................    88

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01. Existence; Businesses and Properties .......................    92
SECTION 5.02. Insurance ..................................................    92
SECTION 5.03. Taxes ......................................................    93
SECTION 5.04. Financial Statements, Reports, etc .........................    93
SECTION 5.05. Litigation and Other Notices ...............................    96
SECTION 5.06. Compliance with Laws .......................................    96
SECTION 5.07. Maintaining Records; Access to Properties and Inspections ..    96
SECTION 5.08. Use of Proceeds ............................................    97
SECTION 5.09. Compliance with Environmental Laws .........................    97
SECTION 5.10. Further Assurances; Additional Security ....................    97
SECTION 5.11. Rating .....................................................    99


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SECTION 5.12. Fiscal Year; Accounting ....................................    99

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01. Indebtedness ...............................................    99
SECTION 6.02. Liens ......................................................   104
SECTION 6.03. Sale and Lease-Back Transactions ...........................   108
SECTION 6.04. Investments, Loans and Advances ............................   108
SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions ..   112
SECTION 6.06. Restricted Payments ........................................   116
SECTION 6.07. Transactions with Affiliates ...............................   118
SECTION 6.08. Business of the Borrower and the Subsidiaries ..............   121
SECTION 6.09. Limitation on Payments and Modifications of
                Indebtedness; Modifications of Certificate of
                Incorporation, By-Laws and Certain Other Agreements; etc .   121
SECTION 6.10. Qualified CFC Holding Companies ............................   124

                                   ARTICLE VIA

                               Holdings Covenants

                                   ARTICLE VII

                                Events of Default

SECTION 7.01. Events of Default ..........................................   124
SECTION 7.02. Exclusion of Immaterial Subsidiaries .......................   128

                                  ARTICLE VIII

                                   The Agents

SECTION 8.01. Appointment ................................................   128
SECTION 8.02. Delegation of Duties .......................................   130
SECTION 8.03. Exculpatory Provisions .....................................   130
SECTION 8.04. Reliance by Administrative Agent ...........................   131
SECTION 8.05. Notice of Default ..........................................   131
SECTION 8.06. Non-Reliance on Agents and Other Lenders ...................   132
SECTION 8.07. Indemnification ............................................   132
SECTION 8.08. Agent in Its Individual Capacity ...........................   133
SECTION 8.09. Successor Administrative Agent .............................   133
SECTION 8.10. Agents and Arrangers .......................................   134


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<PAGE>

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01. Notices; Communications ....................................   134
SECTION 9.02. Survival of Agreement ......................................   135
SECTION 9.03. Binding Effect .............................................   135
SECTION 9.04. Successors and Assigns .....................................   136
SECTION 9.05. Expenses; Indemnity ........................................   140
SECTION 9.06. Right of Set-off ...........................................   142
SECTION 9.07. Applicable Law .............................................   142
SECTION 9.08. Waivers; Amendment .........................................   142
SECTION 9.09. Interest Rate Limitation ...................................   145
SECTION 9.10. Entire Agreement ...........................................   145
SECTION 9.11. WAIVER OF JURY TRIAL .......................................   145
SECTION 9.12. Severability ...............................................   145
SECTION 9.13. Counterparts ...............................................   146
SECTION 9.14. Headings ...................................................   146
SECTION 9.15. Jurisdiction; Consent to Service of Process ................   146
SECTION 9.16. Confidentiality ............................................   146
SECTION 9.17. Platform; Borrower Materials ...............................   147
SECTION 9.18. Release of Liens and Guarantees ............................   147
SECTION 9.19. Judgment Currency ..........................................   148
SECTION 9.20. USA PATRIOT Act Notice .....................................   148
SECTION 9.21. No Liability of the Issuing Banks ..........................   149


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      Exhibits and Schedules

Exhibit A                  Form of Assignment and Acceptance
Exhibit B                  Form of Solvency Certificate
Exhibit C-1                Form of Borrowing Request
Exhibit C-2                Form of Swingline Borrowing Request
Exhibit C-3                Form of Letter of Credit Request
Exhibit D                  Form of Interest Election Request
Exhibit E                  Form of Mortgage
Exhibit F                  Form of Collateral Agreement

Schedule 1.01A             Certain U.S. Subsidiaries
Schedule 1.01B             Mortgaged Properties
Schedule 1.01C             Existing Letters of Credit
Schedule 1.01D             Immaterial Subsidiaries
Schedule 1.01E             Refinanced Indebtedness
Schedule 1.01F             Unrestricted Subsidiaries
Schedule 1.01G             Certain EBITDA Addbacks
Schedule 1.01H             Cost Savings
Schedule 2.01              Commitments
Schedule 3.01              Organization and Good Standing
Schedule 3.04              Governmental Approvals
Schedule 3.07(b)           Possession under Leases
Schedule 3.07(c)           Intellectual Property
Schedule 3.08(a)           Subsidiaries
Schedule 3.08(b)           Subscriptions
Schedule 3.13              Taxes
Schedule 3.16              Environmental Matters
Schedule 3.18              Material Real Estate
Schedule 3.23              Intellectual Property
Schedule 4.02(b)           Local Counsel
Schedule 4.02(d)           Certain Collateral Matters
Schedule 6.01              Indebtedness
Schedule 6.02(a)           Liens
Schedule 6.04              Investments
Schedule 6.07              Transactions with Affiliates
Schedule 9.01              Notice Information


                                       -v-
<PAGE>

            CREDIT AGREEMENT dated as of May 29, 2007 (this "Agreement"), among
BAUBLE HOLDINGS CORP., a Delaware corporation ("Holdings"), BAUBLE ACQUISITION
SUB, INC., a Florida corporation ("Merger Sub", with references to the
"Borrower" herein being to Merger Sub prior to the Merger, and Target following
the Merger), the LENDERS party hereto from time to time, CREDIT SUISSE, as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders, BEAR STEARNS CORPORATE LENDING INC. and MIZUHO CORPORATE BANK, LTD. as
co-syndication agents (in such capacities, the "Syndication Agents"), and LEHMAN
COMMERCIAL PAPER INC. and LASALLE BANK NATIONAL ASSOCIATION as co-documentation
agents (in such capacities, the "Documentation Agents").

            WHEREAS, Apollo Management VI, L.P. and other affiliated
co-investment partnerships (collectively, the "Fund") have indirectly formed
Holdings and Merger Sub for the purpose of entering into that certain Agreement
and Plan of Merger dated as of March 20, 2007 (as amended or supplemented as of
the date hereof, the "Merger Agreement") among Claire's Stores, Inc., a Florida
corporation ("Target"), Holdings and Merger Sub, pursuant to which (a) Merger
Sub will merge (the "Merger") with and into Target, with (i) Target surviving as
a Wholly Owned Subsidiary of Holdings and (ii) Target assuming by operation of
law all of the Obligations of Merger Sub under this Agreement and the other Loan
Documents; and

            WHEREAS, in connection with the consummation of the Merger, the
Borrower has requested the Lenders to extend credit in the form of (a) Term B
Loans on the Closing Date, in an aggregate principal amount not in excess of
$1.450 billion and (b) Revolving Facility Loans and Letters of Credit at any
time and from time to time prior to the Revolving Facility Maturity Date, in an
aggregate principal amount at any time outstanding not in excess of $200
million;

            NOW, THEREFORE, the Lenders are willing to extend such credit to the
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

            SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below:

            "ABR" shall mean, for any day, a fluctuating rate per annum equal to
the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as designated from time to time by Credit Suisse
as its "prime rate" at its principal office in New York, New York. Any change in
such rate designated by Credit Suisse shall take effect at the opening of
business on the day specified in the announcement of such change.

            "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

<PAGE>

            "ABR Loan" shall mean any ABR Term Loan, ABR Revolving Loan or
Swingline Loan.

            "ABR Revolving Facility Borrowing" shall mean a Borrowing comprised
of ABR Revolving Loans.

            "ABR Revolving Loan" shall mean any Revolving Facility Loan bearing
interest at a rate determined by reference to the ABR in accordance with the
provisions of Article II.

            "ABR Term Loan" shall mean any Term Loan bearing interest at a rate
determined by reference to the ABR in accordance with the provisions of Article
II.

            "Additional Mortgage" shall have the meaning assigned to such term
in Section 5.10(c).

            "Adjusted LIBO Rate" shall mean, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum equal to (a) the
LIBO Rate in effect for such Interest Period divided by (b) one minus the
Statutory Reserves applicable to such Eurocurrency Borrowing, if any.

            "Adjustment Date" shall have the meaning assigned to such term in
the definition of "Pricing Grid."

            "Administrative Agent" shall have the meaning assigned to such term
in the introductory paragraph of this Agreement.

            "Administrative Agent Fees" shall have the meaning assigned to such
term in Section 2.12(c).

            "Administrative Questionnaire" shall mean an Administrative
Questionnaire in a form supplied by the Administrative Agent.

            "Affiliate" shall mean, when used with respect to a specified
person, another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
person specified.

            "Agents" shall mean the Administrative Agent, the Collateral Agent,
the Syndication Agents and the Documentation Agents.

            "Agreement" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

            "Alternate Currency" shall mean, with respect to any Letter of
Credit, Pounds Sterling, Canadian Dollars, Euros or Swiss Franc or any other
currency other than Dollars as may be acceptable to the Administrative Agent and
the Issuing Bank with respect thereto in their sole discretion.


                                      -2-
<PAGE>

            "Alternate Currency Letter of Credit" shall mean any Letter of
Credit denominated in an Alternate Currency.

            "Applicable Facility Fee" shall mean for any day 0.50% per annum;
provided, that on and after the first Adjustment Date occurring after delivery
of the financial statements and certificates required by Section 5.04 upon the
completion of one full fiscal quarter of the Borrower after the Closing Date,
the Applicable Facility Fee will be determined pursuant to the Pricing Grid.

            "Applicable Margin" shall mean (i) for any day with respect to any
Term B Loan, 2.75% per annum in the case of any Eurocurrency Loan and 1.75% per
annum in the case of any ABR Loan and (ii) for any day with respect to any
Revolving Facility Loan, 2.25% per annum in the case of any Eurocurrency Loan
and 1.25% per annum in the case of any ABR Loan; provided, that on and after the
first Adjustment Date occurring after delivery of the financial statements and
certificates required by Section 5.04 upon the completion of one full fiscal
quarter of the Borrower after the Closing Date, the Applicable Margin with
respect to Revolving Facility Loans will be determined pursuant to the Pricing
Grid.

            "Applicable Period" means an Excess Cash Flow Period or an Excess
Cash Flow Interim Period, as the case may be.

            "Approved Fund" shall have the meaning assigned to such term in
Section 9.04(b).

            "Asset Sale" shall mean any loss, damage, destruction or
condemnation of, or any sale, transfer or other disposition (including any sale
and leaseback of assets and any mortgage or lease of Real Property) to any
person of any asset or assets of the Borrower or any Subsidiary.

            "Assignee" shall have the meaning assigned to such term in Section
9.04(b).

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an Assignee, and accepted by the Administrative
Agent and the Borrower (if required by Section 9.04), in the form of Exhibit A
or such other form as shall be approved by the Administrative Agent and
reasonably satisfactory to the Borrower.

            "Availability Period" shall mean the period from and including the
Closing Date to but excluding the earlier of the Revolving Facility Maturity
Date and in the case of each of the Revolving Facility Loans, Revolving Facility
Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit, the
date of termination of the Revolving Facility Commitments.

            "Available Unused Commitment" shall mean, with respect to a
Revolving Facility Lender at any time, an amount equal to the amount by which
(a) the Revolving Facility Commitment of such Revolving Facility Lender at such
time exceeds (b) the Revolving Facility Credit Exposure of such Revolving
Facility Lender at such time; provided, that with respect to any Swingline
Lender, the Available Unused Commitment at any time shall be reduced by the
principal amount of any Swingline Loans made by such Swingline Lender
outstanding at such time.


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<PAGE>

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States of America.

            "Board of Directors" shall mean, as to any person, the board of
directors or other governing body of such person, or if such person is owned or
managed by a single entity, the board of directors or other governing body of
such entity.

            "Borrower" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

            "Borrower Qualified IPO" shall mean an initial public offering of
Equity Interests of the Borrower constituting a Qualified IPO.

            "Borrowing" shall mean a group of Loans of a single Type under a
single Facility and made on a single date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect.

            "Borrowing Minimum" shall mean $5.0 million, except in the case of
Swingline Loans, $1.0 million.

            "Borrowing Multiple" shall mean $1.0 million, except in the case of
Swingline Loans, $500,000.

            "Borrowing Request" shall mean a request by the Borrower in
accordance with the terms of Section 2.03 and substantially in the form of
Exhibit C-1.

            "Budget" shall have the meaning assigned to such term in Section
5.04(e).

            "Business Day" shall mean any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided, that when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in the applicable currency in the
London interbank market.

            "Capital Expenditures" shall mean, for any person in respect of any
period, the aggregate of all expenditures incurred by such person during such
period that, in accordance with GAAP, are or should be included in "additions to
property, plant or equipment" or similar items reflected in the statement of
cash flows of such person, provided, however, that Capital Expenditures for
Holdings and its consolidated Subsidiaries shall not include:

            (a) expenditures to the extent they are made with proceeds of the
      issuance of Equity Interests of Holdings or any Parent Entity after the
      Closing Date or funds that would have constituted any Net Proceeds under
      clause (a) of the definition of the term "Net Proceeds" (but for the
      application of the first proviso to such clause (a)),

            (b) expenditures with proceeds of insurance settlements,
      condemnation awards and other settlements in respect of lost, destroyed,
      damaged or condemned assets, equipment or other property to the extent
      such expenditures are made to replace or repair


                                      -4-
<PAGE>

      such lost, destroyed, damaged or condemned assets, equipment or other
      property or otherwise to acquire, maintain, develop, construct, improve,
      upgrade or repair assets or properties useful in the business of the
      Borrower and the Subsidiaries within 15 months of receipt of such proceeds
      (or, if not made within such period of 15 months, are committed to be made
      during such period),

            (c) interest capitalized during such period,

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

            (e) the book value of any asset owned by such person prior to or
      during such period to the extent that such book value is included as a
      capital expenditure during such period as a result of such person reusing
      or beginning to reuse such asset during such period without a
      corresponding expenditure actually having been made in such period;
      provided, that (i) any expenditure necessary in order to permit such asset
      to be reused shall be included as a Capital Expenditure during the period
      that such expenditure actually is made and (ii) such book value shall have
      been included in Capital Expenditures when such asset was originally
      acquired,

            (f) the purchase price of equipment purchased during such period to
      the extent the consideration therefor consists of any combination of (i)
      used or surplus equipment traded in at the time of such purchase and (ii)
      the proceeds of a concurrent sale of used or surplus equipment, in each
      case, in the ordinary course of business,

            (g) Investments in respect of a Permitted Business Acquisition,

            (h) the Merger, or

            (i) the purchase of property, plant or equipment made within 15
      months of the sale of any asset to the extent purchased with the proceeds
      of such sale (or, if not made within such period of 15 months, to the
      extent committed to be made during such period and actually made within
      the three year period from such sale).

            "Capital Lease Obligations" of any person shall mean the obligations
of such person to pay rent or other amounts under any lease of (or other similar
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP
and, for purposes hereof, the amount of such obligations at any time shall be
the capitalized amount thereof accounted for as a liability at such time
determined in accordance with GAAP.

            "Cash Interest Expense" shall mean, with respect to Holdings and the
Subsidiaries on a consolidated basis for any period, Interest Expense for such
period, less the sum of, without


                                      -5-
<PAGE>

duplication, (a) pay in kind Interest Expense or other noncash Interest Expense
(including as a result of the effects of purchase accounting), (b) to the extent
included in Interest Expense, the amortization of any debt issuance costs,
commissions, financing fees paid by, or on behalf of, the Borrower or any
Subsidiary, including such fees paid in connection with the Transactions or upon
entering into a Permitted Receivables Financing, and the expensing of any
non-recurring bridge, commitment or other financing fees, including those paid
in connection with the Transactions, or upon entering into a Permitted
Receivables Financing or any amendment of this Agreement, (c) the amortization
of debt discounts, if any, or fees in respect of Swap Agreements and (d) cash
interest income of Holdings and the Subsidiaries for such period.

            A "Change in Control" shall be deemed to occur if:

            (a) at any time, (i) prior to a Borrower Qualified IPO, Holdings
      shall fail to own, directly or indirectly, beneficially and of record,
      100% of the issued and outstanding Equity Interests of the Borrower, (ii)
      a majority of the seats (other than vacant seats) on the Board of
      Directors of Holdings (prior to a Borrower Qualified IPO) or the Borrower
      (following a Borrower Qualified IPO) shall at any time be occupied by
      persons who were neither (A) nominated by the Board of Directors of
      Holdings (prior to a Borrower Qualified IPO) or the Borrower (following a
      Borrower Qualified IPO) or a Permitted Holder, (B) appointed by directors
      so nominated nor (C) appointed by a Permitted Holder or (iii) a "change of
      control" (or similar event) shall occur under the Senior Unsecured Notes
      Indenture, the Senior Unsecured Toggle Notes Indenture, the Senior
      Subordinated Notes Indenture, any Material Indebtedness or any Permitted
      Refinancing Indebtedness in respect of any of the foregoing or any
      Disqualified Stock (to the extent the aggregate amount of the applicable
      Disqualified Stock exceeds $35 million);

            (b) at any time prior to a Qualified IPO, any combination of
      Permitted Holders shall fail to own beneficially (within the meaning of
      Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly
      or indirectly, in the aggregate Equity Interests representing at least a
      majority of the aggregate ordinary voting power represented by the issued
      and outstanding Equity Interests of Holdings; or

            (c) at any time after a Qualified IPO, any person or "group" (within
      the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of
      1934 as in effect on the Closing Date), other than any combination of the
      Permitted Holders or any "group" including any Permitted Holders, shall
      have acquired beneficial ownership of 35% or more on a fully diluted basis
      of the voting interest in Equity Interests of Holdings (prior to a
      Borrower Qualified IPO) or the Borrower (following a Borrower Qualified
      IPO) and the Permitted Holders shall own, directly or indirectly, less
      than such person or "group" on a fully diluted basis of the voting
      interest in Equity Interests of Holdings (prior to a Borrower Qualified
      IPO) or the Borrower (following a Borrower Qualified IPO).

            "Change in Law" shall mean (a) the adoption of any law, rule or
regulation after the Closing Date, (b) any change in law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after
the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by


                                      -6-
<PAGE>

such Lender's or Issuing Bank's holding company, if any) with any written
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Closing Date.

            "Charges" shall have the meaning assigned to such term in Section
9.09.

            "Closing Date" shall mean May 29, 2007.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time and the regulations promulgated and rulings issued thereunder.

            "Collateral" shall mean the "Collateral" as defined in any Security
Document and shall also include the Mortgaged Properties and all other property
that is subject to any Lien in favor of the Administrative Agent or any Subagent
for the benefit of the Lenders pursuant to any Security Documents.

            "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Lenders.

            "Collateral Agreement" shall mean the Guarantee and Collateral
Agreement, as amended, supplemented or otherwise modified from time to time, in
the form of Exhibit F, among Holdings, the Borrower, each Subsidiary Loan Party
and the Administrative Agent.

            "Collateral and Guarantee Requirement" shall mean the requirement
that:

            (a) on the Closing Date, the Collateral Agent shall have received
      (i) from Holdings, the Borrower and each Subsidiary Loan Party, a
      counterpart of the Collateral Agreement duly executed and delivered on
      behalf of such person and (ii) an Acknowledgment and Consent in the form
      attached to the Collateral Agreement, executed and delivered by each
      issuer of Pledged Collateral (as defined in the Collateral Agreement), if
      any, that is a Subsidiary of the Borrower but is not a Loan Party;

            (b) on the Closing Date, (i) the Collateral Agent shall have
      received (A) a pledge of all the issued and outstanding Equity Interests
      of (x) the Borrower and (y) each Domestic Subsidiary (other than
      Subsidiaries listed on Schedule 1.01A) owned on the Closing Date directly
      by the Borrower or any Subsidiary Loan Party and (B) a pledge of 100% of
      the outstanding non-voting Equity Interests and 65% of the outstanding
      voting Equity Interests of each (1) "first tier" Foreign Subsidiary
      directly owned by any Loan Party and (2) each "first tier" Qualified CFC
      Holding Company directly owned by any Loan Party (other than Subsidiaries
      listed on Schedule 1.01A) and (ii) the Collateral Agent (or a bailee on
      behalf of the Collateral Agent) shall have received all certificates or
      other instruments (if any) representing such Equity Interests, together
      with stock powers or other instruments of transfer with respect thereto
      endorsed in blank;

            (c) (i) all Indebtedness of Holdings, the Borrower and each
      Subsidiary having, in the case of each instance of Indebtedness, an
      aggregate principal amount in excess of $5.0 million (other than (A)
      intercompany current liabilities incurred in the ordinary course of
      business in connection with the cash management operations of Holdings,
      the


                                      -7-
<PAGE>

      Borrower and the Subsidiaries or (B) to the extent that a pledge of such
      promissory note or instrument would violate applicable law) that is owing
      to any Loan Party shall be evidenced by a promissory note or an instrument
      and shall have been pledged pursuant to the Collateral Agreement (or other
      applicable Security Document as reasonably required by the Collateral
      Agent), and (ii) the Collateral Agent (or a bailee on behalf of the
      Collateral Agent) shall have received all such promissory notes or
      instruments, together with note powers or other instruments of transfer
      with respect thereto endorsed in blank;

            (d) in the case of any person that becomes a Subsidiary Loan Party
      after the Closing Date, the Collateral Agent shall have received a
      supplement to the Collateral Agreement, in the form specified therein,
      duly executed and delivered on behalf of such Subsidiary Loan Party;

            (e) in the case of any person that becomes a "first tier" Foreign
      Subsidiary directly owned by the Borrower or a Subsidiary Loan Party after
      the Closing Date, subject to Section 5.10(g), the Collateral Agent shall
      have received, as promptly as practicable following such event (unless the
      Collateral Agent, in its sole discretion, shall have waived such
      requirement), a Foreign Pledge Agreement, duly executed and delivered on
      behalf of such Foreign Subsidiary and the direct parent company of such
      Foreign Subsidiary; provided, that such a pledge would not violate any
      applicable law or agreements with other shareholders or Joint Venture
      partners;

            (f) after the Closing Date, (i) all the outstanding Equity Interests
      of (A) any person that becomes a Subsidiary Loan Party after the Closing
      Date and (B) subject to Section 5.10(g), all the Equity Interests that are
      acquired by a Loan Party after the Closing Date (including, without
      limitation, the Equity Interests of any Special Purpose Receivables
      Subsidiary established after the Closing Date), shall have been pledged
      pursuant to the Collateral Agreement or a Foreign Pledge Agreement;
      provided, that in no event shall more than 65% of the issued and
      outstanding voting Equity Interests of (1) any "first tier" Foreign
      Subsidiary or (2) any "first tier" Qualified CFC Holding Company directly
      owned by such Loan Party be pledged to secure Obligations of the Borrower,
      and in no event shall any of the issued and outstanding Equity Interests
      of any Foreign Subsidiary that is not a "first tier" Foreign Subsidiary of
      a Loan Party or any Qualified CFC Holding Company that is not a "first
      tier" Subsidiary of a Loan Party be pledged to secure the Obligations, and
      (ii) the Collateral Agent (or a bailee on behalf of the Collateral Agent)
      shall have received all certificates or other instruments (if any)
      representing such Equity Interests, together with stock powers or other
      instruments of transfer with respect thereto endorsed in blank;

            (g) except as otherwise contemplated by any Security Document, all
      documents and instruments, including Uniform Commercial Code financing
      statements, required by law or reasonably requested by the Collateral
      Agent to be filed, registered or recorded to create the Liens intended to
      be created by the Security Documents (in each case, including any
      supplements thereto) and perfect such Liens to the extent required by, and
      with the priority required by, the Security Documents, shall have been
      filed, registered or recorded or delivered to the Collateral Agent for
      filing, registration or the


                                      -8-
<PAGE>

      recording concurrently with, or promptly following, the execution and
      delivery of each such Security Document;

            (h) on the Closing Date, the Collateral Agent shall have received
      (i) counterparts of each Mortgage to be entered into with respect to each
      Mortgaged Property set forth on Schedule 1.01B duly executed and delivered
      by the record owner of such Mortgaged Property and suitable for recording
      or filing and (ii) such other documents including, but not limited to, any
      consents, agreements and confirmations of third parties, as the Collateral
      Agent may reasonably request with respect to any such Mortgage or
      Mortgaged Property;

            (i) on the Closing Date the Collateral Agent shall have received (i)
      a policy or policies or marked-up unconditional binder of title insurance,
      as applicable, paid for by the Borrower, issued by a nationally recognized
      title insurance company insuring the Lien of each Mortgage to be entered
      into on the Closing Date as a valid first Lien on the Mortgaged Property
      described therein, free of any other Liens except Permitted Liens,
      together with such customary endorsements (including zoning endorsements
      where reasonably appropriate and available), coinsurance and reinsurance
      as the Collateral Agent may reasonably request, and with respect to any
      such property located in a state in which a zoning endorsement is not
      available, a zoning compliance letter from the applicable municipality in
      a form reasonably acceptable to the Collateral Agent, and (ii) a survey of
      each Mortgaged Property (including all improvements, easements and other
      customary matters thereon reasonably required by the Collateral Agent), as
      applicable, for which all necessary fees (where applicable) have been paid
      (such surveys, collectively, the "Surveys"). Such Surveys shall be
      certified to Borrower, Collateral Agent and the title company, and shall
      meet minimum standard detail requirements for ALTA/ACSM Land Title Surveys
      in all material respects and shall be sufficient and satisfactory to the
      title company so as to enable the title company to issue coverage over all
      general survey exceptions and to issue all endorsements requested by
      Collateral Agent. All such Surveys shall be dated (or redated) not earlier
      than six months prior to the date of delivery thereof;

            (j) evidence of the insurance required by the terms of this
      Agreement and the Mortgages;

            (k) except as otherwise contemplated by any Security Document, each
      Loan Party shall have obtained all consents and approvals required to be
      obtained by it in connection with (i) the execution and delivery of all
      Security Documents (or supplements thereto) to which it is a party and the
      granting by it of the Liens thereunder and (ii) the performance of its
      obligations thereunder; and

            (l) after the Closing Date, the Collateral Agent shall have received
      (i) such other Security Documents as may be required to be delivered
      pursuant to Section 5.10, and (ii) upon reasonable request by the
      Collateral Agent, evidence of compliance with any other requirements of
      Section 5.10.


                                      -9-
<PAGE>

            "Commitments" shall mean (a) with respect to any Lender, such
Lender's Revolving Facility Commitment (including any Incremental Revolving
Facility Commitment), Term B Loan Commitment and Incremental Term Loan
Commitment and (b) with respect to any Swingline Lender, its Swingline
Commitment.

            "Conduit Lender" shall mean any special purpose corporation
organized and administered by any Lender for the purpose of making Loans
otherwise required to be made by such Lender and designated by such Lender in a
written instrument; provided, that the designation by any Lender of a Conduit
Lender shall not relieve the designating Lender of any of its obligations to
fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to
fund any such Loan, and the designating Lender (and not the Conduit Lender)
shall have the sole right and responsibility to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender;
provided, further, that no Conduit Lender shall (a) be entitled to receive any
greater amount pursuant to Section 2.15, 2.16, 2.17 or 9.05 than the designating
Lender would have been entitled to receive in respect of the extensions of
credit made by such Conduit Lender or (b) be deemed to have any Commitment.

            "Consolidated Debt" at any date shall mean the sum of (without
duplication) all Indebtedness (other than letters of credit or bank guarantees,
to the extent undrawn) consisting of Capital Lease Obligations, Indebtedness for
borrowed money, Disqualified Stock and Indebtedness in respect of the deferred
purchase price of property or services of Holdings and the Subsidiaries
determined on a consolidated basis on such date.

            "Consolidated Net Income" shall mean, with respect to any person for
any period, the aggregate of the Net Income of such person and its subsidiaries
for such period, on a consolidated basis; provided, however, that, without
duplication,

            (i) any net after tax extraordinary, nonrecurring or unusual gains
      or losses or income or expense or charge (less all fees and expenses
      relating thereto) including, without limitation, any severance, relocation
      or other restructuring expenses, any expenses related to any
      reconstruction, decommissioning, recommissioning or reconfiguration of
      fixed assets for alternative uses, fees, expenses or charges relating to
      new product lines, plant shutdown costs, curtailments or modifications to
      pension and post-retirement employee benefit plans, excess pension
      charges, acquisition integration costs, facilities opening costs, and
      expenses or charges related to any offering of Equity Interests or debt
      securities of Holdings or any Parent Entity, any Investment, acquisition,
      disposition, recapitalization or issuance, repayment, refinancing,
      amendment or modification of Indebtedness (in each case, whether or not
      successful), and any fees, expenses, charges or change in control payments
      related to the Transactions (including any transition-related expenses
      incurred before, on or after the Closing Date), in each case, shall be
      excluded,

            (ii) any net after-tax income or loss from abandoned, closed or
      discontinued operations and any net after-tax gain or loss on disposal of
      disposed, abandoned, transferred, closed or discontinued operations shall
      be excluded,


                                      -10-
<PAGE>

            (iii) any net after-tax gain or loss (less all fees and expenses or
      charges relating thereto) attributable to business dispositions or asset
      dispositions other than in the ordinary course of business (as determined
      in good faith by the Borrower) shall be excluded,

            (iv) any net after-tax income or loss (less all fees and expenses or
      charges relating thereto) attributable to the early extinguishment of
      indebtedness, Swap Agreements or other derivative instruments resulting
      from fair-value accounting required by the applicable standards under GAAP
      shall be excluded,

            (v) (A) the equity interest in the Net Income for such period of any
      person that is not a subsidiary of such person, or is an Unrestricted
      Subsidiary, or that is accounted for by the equity method of accounting,
      shall be included only to the extent of the amount of dividends or
      distributions or other payments paid in cash (or to the extent converted
      into cash) to the referent person or a subsidiary thereof in respect of
      such period and (B) the Net Income for such period shall include any
      ordinary course dividend, distribution or other payment in cash received
      from any person in excess of the amounts included in clause (A),

            (vi) Consolidated Net Income for such period shall not include the
      cumulative effect of a change in accounting principles during such period,

            (vii) effects of purchase accounting adjustments (including the
      effects of such adjustments pushed down to such person and its
      subsidiaries) in component amounts required or permitted by GAAP,
      resulting from the application of purchase accounting in relation to the
      Transactions or any acquisition consummated after the Closing Date or the
      amortization or write-off of any amounts thereof, net of taxes, shall be
      excluded,

            (viii) any non-cash impairment charges or asset write-offs resulting
      from the application of GAAP and the amortization of intangibles arising
      pursuant to GAAP, shall be excluded,

            (ix) any non-cash expenses realized or resulting from stock option
      plans, employee benefit plans or post-employment benefit plans, or grants
      or sales of stock, stock appreciation or similar rights, stock options,
      restricted stock, preferred stock or other rights shall be excluded,

            (x) expenses associated with additional accruals and reserves that
      are established or adjusted within twelve months after the Closing Date
      and that are so required to be established or adjusted in accordance with
      GAAP or as a result of adoption or modification of accounting policies
      shall be excluded,

            (xi) non-cash gains, losses, income and expenses resulting from fair
      value accounting required by the applicable standards under GAAP and
      related interpretations shall be excluded,

            (xii) to the extent otherwise included in Consolidated Net Income
      any currency translation gains and losses related to currency
      remeasurements of Indebtedness, and any


                                      -11-
<PAGE>

      net loss or gain resulting from Swap Agreements for currency exchange
      risk, shall be excluded,

            (xiii) (i) the non-cash portion of "straight-line" rent expense
      shall be excluded, (ii) the cash portion of "straight-line" rent expense
      which exceeds the amount expensed in respect of such rent expense shall be
      included, (iii) the non-cash amortization of tenant allowances shall be
      excluded and (iv) cash received from landlords for tenant allowances shall
      be included,

            (xiv) pursuant to this clause (xiv), to the extent covered by
      insurance and actually reimbursed, or, so long as such person has made a
      determination that there exists reasonable evidence that such amount will
      in fact be reimbursed by the insurer and only to the extent that such
      amount is (a) not denied by the applicable carrier in writing within 180
      days and (b) in fact reimbursed within 365 days of the date of such
      evidence (with a deduction for any amount so added back to the extent not
      so reimbursed within 365 days), expenses with respect to liability or
      casualty events or business interruption shall be excluded; provided that
      any proceeds of such reimbursement when received shall be excluded from
      the calculation of Consolidated Net Income to the extent the expense
      reimbursed was previously excluded pursuant to this clause (xv),

            (xv) non-cash charges for deferred tax asset valuation allowances
      shall be excluded, and

            (xvi) any other non-cash charges shall be excluded; provided, that,
      for purposes of this clause (xvii), any non-cash charges or losses shall
      be treated as cash charges or losses in any subsequent period during which
      cash disbursements attributable thereto are made (but excluding, for the
      avoidance of doubt, amortization of a prepaid cash item that was paid in a
      prior period and any other item specifically identified in the definition
      of "EBITDA" or in this definition of "Consolidated Net Income").

            "Consolidated Total Assets" shall mean, as of any date, the total
assets of Holdings and the consolidated Subsidiaries, determined in accordance
with GAAP, as set forth on the consolidated balance sheet of Holdings as of such
date.

            "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and "Controlling" and "Controlled" shall have meanings correlative
thereto.

            "Credit Event" shall have the meaning assigned to such term in
Article IV.

            "Cumulative Credit" shall mean, at any date, an amount, not less
than zero in the aggregate, determined on a cumulative basis equal to, without
duplication:

            (a) $50 million, plus:

            (b) the Cumulative Retained Excess Cash Flow Amount at such time,
plus


                                      -12-
<PAGE>

            (c) the aggregate amount of proceeds received after the Closing Date
and prior to such time that would have constituted Net Proceeds pursuant to
clause (a) of the definition thereof except for the operation of clause (x), (y)
or (z) of the second proviso thereof (the "Below Threshold Asset Sale
Proceeds"), plus

            (d) the cumulative amount of proceeds (including cash and the fair
market value of property other than cash) from the sale of Equity Interests of
Holdings or any Parent Entity after the Closing Date and on or prior to such
time (including upon exercise of warrants or options) which proceeds have been
contributed as common equity to the capital of the Borrower and common Equity
Interests of the Borrower issued upon conversion of Indebtedness of the Borrower
or any Subsidiary owed to a person other than the Borrower or a Subsidiary not
previously applied for a purpose other than use in the Cumulative Credit;
provided, that this clause (d) shall exclude sales of Equity Interests financed
as contemplated by Section 6.04(e) and any amounts used to finance the payments
or distributions in respect of any Junior Financing pursuant to Section
6.09(b)(i)(c), plus

            (e) 100% of the aggregate amount of contributions to the common
capital of the Borrower received in cash (and the fair market value of property
other than cash) after the Closing Date (subject to the same exclusions as are
applicable to clause (d) above), plus

            (f) the principal amount of any Indebtedness (including the
liquidation preference or maximum fixed repurchase price, as the case may be, of
any Disqualified Stock) of Borrower or any Subsidiary thereof issued after the
Closing Date (other than Indebtedness issued to a Subsidiary), which has been
converted into or exchanged for Equity Interests (other than Disqualified Stock)
in the Borrower, Holdings or any Parent Entity, plus

            (g) 100% of the aggregate amount received by Borrower or any
Subsidiary in cash (and the fair market value of property other than cash
received by Borrower or any Subsidiary) after the Closing Date from:

            (A) the sale (other than to Borrower or any Subsidiary) of the
      Equity Interests of an Unrestricted Subsidiary, or

            (B) any dividend or other distribution by an Unrestricted
      Subsidiary, plus

            (h) in the event any Unrestricted Subsidiary has been redesignated
as a Subsidiary or has been merged, consolidated or amalgamated with or into, or
transfers or conveys its assets to, or is liquidated into, Holdings, Borrower or
any Subsidiary, the fair market value of the Investments of Holdings, Borrower
or any Subsidiary in such Unrestricted Subsidiary at the time of such
redesignation, combination or transfer (or of the assets transferred or
conveyed, as applicable), plus

            (i) an amount equal to any returns (including dividends, interest,
distributions, returns of principal, profits on sale, repayments, income and
similar amounts) actually received by the Borrower or any Subsidiary in respect
of any Investments made pursuant to Section 6.04(j), minus


                                      -13-
<PAGE>

            (j) any amounts thereof used to make Investments pursuant to Section
6.04(b)(y) after the Closing Date prior to such time, minus

            (k) any amounts thereof used to make Investments pursuant to Section
6.04(j)(ii) after the Closing Date prior to such time, minus

            (l) the cumulative amount of Restricted Payments made pursuant to
Section 6.06(e) prior to such time, minus

            (m) payments or distributions in respect of Junior Financings
pursuant to Section 6.09(b)(i) (other than payments made with proceeds from the
issuance of Equity Interests that were excluded from the calculation of the
Cumulative Credit pursuant to clause (d) above);

            provided, however, for purposes of Section 6.06(e), the calculation
of the Cumulative Credit shall not include any Below Threshold Asset Sale
Proceeds except to the extent they are used as contemplated in clauses (j) and
(k) above.

            "Cumulative Retained Excess Cash Flow Amount" shall mean, at any
date, an amount, not less than zero in the aggregate, determined on a cumulative
basis equal to:

            (a) the aggregate cumulative sum of the Retained Percentage of
Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date
and prior to such date, plus

            (b) for each Excess Cash Flow Interim Period ended prior to such
date but as to which the corresponding Excess Cash Flow Period has not ended, an
amount equal to the Retained Percentage of Excess Cash Flow for such Excess Cash
Flow Interim Period, minus

            (c) the cumulative amount of all Retained Excess Cash Flow
Overfundings as of such date.

            "Current Assets" shall mean, with respect to Holdings and the
Subsidiaries on a consolidated basis at any date of determination, the sum of
(a) all assets (other than cash and Permitted Investments or other cash
equivalents) that would, in accordance with GAAP, be classified on a
consolidated balance sheet of Holdings and the Subsidiaries as current assets at
such date of determination, other than (i) amounts related to current or
deferred Taxes based on income or profits, (ii) the Trust Asset Account, (iii)
pre-paid rent and (b) in the event that a Permitted Receivables Financing is
accounted for off balance sheet, (x) gross accounts receivable comprising part
of the Receivables Assets subject to such Permitted Receivables Financing less
(y) collections against the amounts sold pursuant to clause (x).

            "Current Liabilities" shall mean, with respect to Holdings and the
Subsidiaries on a consolidated basis at any date of determination, all
liabilities that would, in accordance with GAAP, be classified on a consolidated
balance sheet of Holdings and the Subsidiaries as current liabilities at such
date of determination, other than (a) the current portion of any Indebtedness,
(b) accruals of Interest Expense (excluding Interest Expense that is due and
unpaid), (c) accruals for current or deferred Taxes based on income or profits,
(d) accruals, if any, of transaction costs resulting from the Transactions, (e)
accruals of any costs or expenses related to (i) severance or termination of
employees prior to the Closing Date or (ii) deferred compensation, pension and


                                      -14-
<PAGE>

other post-retirement benefit obligations, and (f) accruals for add-backs to
EBITDA included in clauses (a)(iv) through (a)(vi) of the definition of such
term.

            "Debt Service" shall mean, with respect to Holdings and the
Subsidiaries on a consolidated basis for any period, Cash Interest Expense for
such period plus scheduled principal amortization of Consolidated Debt for such
period.

            "Declining Lender" shall have the meaning assigned to such term in
Section 2.11(f).

            "Default" shall mean any event or condition which, but for the
giving of notice, lapse of time or both would constitute an Event of Default.

            "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

            "Designated Non-Cash Consideration" shall mean the fair market value
of non-cash consideration received by the Borrower or one of the Subsidiaries in
connection with an Asset Sale that is so designated as Designated Non-Cash
Consideration pursuant to a certificate of a Responsible Officer, setting forth
the basis of such valuation, less the amount of cash or cash equivalents
received in connection with a subsequent sale of such Designated Non-Cash
Consideration.

            "Disinterested Director" shall mean, with respect to any person and
transaction, a member of the Board of Directors of such person who does not have
any material direct or indirect financial interest in or with respect to such
transaction.

            "Disqualified Stock" shall mean, with respect to any person, any
Equity Interests of such person that, by its terms (or by the terms of any
security or other Equity Interests into which it is convertible or for which it
is redeemable or exchangeable), or upon the happening of any event or condition
(a) matures or is mandatorily redeemable (other than solely for Qualified Equity
Interests), pursuant to a sinking fund obligation or otherwise (except as a
result of a change of control or asset sale so long as any rights of the holders
thereof upon the occurrence of a change of control or asset sale event shall be
subject to the prior repayment in full of the Loans and all other Obligations
that are accrued and payable and the termination of the Commitments), (b) is
redeemable at the option of the holder thereof (other than solely for Qualified
Equity Interests), in whole or in part, (c) provides for the scheduled payments
of dividends in cash or (d) either mandatorily or at the option of the holders
thereof, is or becomes convertible into or exchangeable for Indebtedness or any
other Equity Interests that would constitute Disqualified Stock, in each case,
prior to the date that is ninety-one (91) days after the earlier of (x) the Term
B Facility Maturity Date and (y) the date on which the Loans and all other
Obligations that are accrued and payable are repaid in full and the Commitments
are terminated; provided, however, that only the portion of the Equity Interests
that so mature or are mandatorily redeemable, are so convertible or exchangeable
or are so redeemable at the option of the holder thereof prior to such date
shall be deemed to be Disqualified Stock; provided further, however, that if
such Equity Interests are issued to any employee or to any plan for the benefit
of employees of the Borrower or the Subsidiaries or by any such plan to such
employees, such Equity Interests shall not


                                      -15-
<PAGE>

constitute Disqualified Stock solely because they may be required to be
repurchased by the Borrower in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee's termination, death or
disability; provided further, however, that any class of Equity Interests of
such person that by its terms authorizes such person to satisfy its obligations
thereunder by delivery of Equity Interests that are not Disqualified Stock shall
not be deemed to be Disqualified Stock.

            "Documentation Agents" shall have the meaning assigned to such term
in the introductory paragraph of this Agreement.

            "Dollar Equivalent" shall mean, at any time, (a) with respect to any
amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any currency other than Dollars, the equivalent amount thereof in
Dollars as determined by the Administrative Agent at such time on the basis of
the Spot Rate (determined in respect of the most recent Revaluation Date or
other applicable date of determination) for the purchase of Dollars with such
currency.

            "Dollars" or "$" shall mean lawful money of the United States of
America.

            "Domestic Subsidiary" shall mean any Subsidiary that is not a
Foreign Subsidiary, a Qualified CFC Holding Company or a Subsidiary listed on
Schedule 1.01A.

            "EBITDA" shall mean, with respect to Holdings and the Subsidiaries
on a consolidated basis for any period, the Consolidated Net Income of Holdings
and the Subsidiaries for such period plus (a) the sum of (in each case without
duplication and to the extent the respective amounts described in subclauses (i)
through (xiv) of this clause (a) reduced such Consolidated Net Income (and were
not excluded therefrom) for the respective period for which EBITDA is being
determined):

            (i) provision for Taxes based on income, profits or capital of
      Holdings and the Subsidiaries for such period, including, without
      limitation, state, franchise and similar Taxes and foreign withholding
      Taxes (including any penalties and interest related to such Taxes or
      arising from Tax examinations),

            (ii) Interest Expense (and to the extent not included in Interest
      Expense, (x) all cash dividend payments (excluding items eliminated in
      consolidation) on any series of preferred stock or Disqualified Stock and
      (y) costs of surety bonds in connection with financing activities) of
      Holdings and the Subsidiaries for such period (net of interest income of
      Holdings and the Subsidiaries for such period),

            (iii) depreciation and amortization expenses of Holdings and the
      Subsidiaries for such period including the amortization of intangible
      assets, key money expense, deferred financing fees and capitalized
      software expenditures and amortization of unrecognized prior service costs
      and actuarial gains and losses related to pensions and other
      post-employment benefits,

            (iv) any expenses or charges (other than depreciation or
      amortization expense as described in the preceding clause (iii)) related
      to any issuance of Equity Interests,


                                      -16-
<PAGE>

      Investment, acquisition, disposition, recapitalization or the incurrence,
      modification or repayment of Indebtedness permitted to be incurred by this
      Agreement (including a refinancing thereof) (whether or not successful),
      including (x) such fees, expenses or charges related to the offering of
      the Senior Unsecured Notes, the Senior Unsecured Toggle Notes, Senior
      Subordinated Notes and the Obligations and (y) any amendment or other
      modification of the Obligations or other Indebtedness and (iv)
      commissions, discounts, yield and other fees and charges (including any
      interest expense) related to any Permitted Receivables Financing,

            (v) restructuring charges or reserves,

            (vi) any other non-cash charges; provided, that, for purposes of
      this subclause (vi) of this clause (a), any non-cash charges or losses
      shall be treated as cash charges or losses in any subsequent period during
      which cash disbursements attributable thereto are made (but excluding, for
      the avoidance of doubt, amortization of a prepaid cash item that was paid
      in a prior period and any other item specifically identified in the
      definition of "Consolidated Net Income" or in this definition of
      "EBITDA"),

            (vii) the amount of management, consulting, monitoring, transaction
      and advisory fees and related expenses paid to the Fund or any Fund
      Affiliate (or any accruals related to such fees and related expenses)
      during such period; provided, that such amount shall not exceed in any
      four quarter period the sum of (i) the greater of $6 million and 2.0% of
      EBITDA for such four quarter period, plus any reasonable out of pocket
      costs and expenses in connection therewith and unpaid amounts accrued for
      prior periods, plus (ii) the amount of deferred fees (to the extent such
      fees would otherwise have been permitted to be included in clause (i) if
      paid, but were not included in such clause (i)), plus (iii) 2.0% of the
      value of transactions permitted hereunder and entered into by Holdings and
      the Subsidiaries with respect to which the Fund or any Fund Affiliate
      provides any of the aforementioned types of services, plus (iv) the
      payment of the present value of all amounts payable pursuant to any
      agreement described in this subclause (vii) of this clause (a) in
      connection with the termination of such agreement,

            (viii) the amount of loss on sale of receivables and related assets
      to a Special Purpose Receivables Subsidiary in connection with a Permitted
      Receivables Financing,

            (ix) any costs or expense incurred pursuant to any management equity
      plan or stock option plan or any other management or employee benefit plan
      or agreement, to the extent that such cost or expenses are funded with
      cash proceeds contributed to the capital of the Borrower or a Subsidiary
      Loan Party solely to the extent that such net cash proceeds are excluded
      from the calculation of the Cumulative Credit (including any payment of
      dividend equivalent rights to option holders),

            (x) non-cash stock compensation expense including GAAP charges
      associated with any long-term incentive plan now in effect or later
      established,


                                      -17-
<PAGE>

            (xi) any non-cash charges associated with any income or loss from
      disposed, abandoned, discontinued operations or store closures to the
      extent not already captured in (a)(ii) of the definition of "Consolidated
      Net Income",

            (xii) the items set forth on Schedule 1.01G, the aggregate amount of
      which shall not exceed $10 million for fiscal year 2007 and $10 million
      for fiscal year 2008,

            (xiii) Transaction Expenses, and

            (xiv) the amount of net cost savings not to exceed $10 million
      projected by the Borrower in good faith to be realized in connection with
      the planned actions set forth on Schedule 1.01H (calculated on a Pro Forma
      Basis as though such cost savings had been realized on the first day of
      such period), net of the amount of actual benefits realized during such
      period from such actions, provided that (A) such cost savings are
      reasonably expected to result from such actions, (B) such actions are
      taken or committed to be taken within 12 months after the Closing Date,
      (C) no cost savings shall be added pursuant to this clause (xiv) to the
      extent duplicative of any expenses or charges relating to such cost
      savings that are included in clause (v) above with respect to such period
      and (D) the Borrower shall have delivered to the Administrative Agent a
      certificate of a Financial Officer of the Borrower setting forth such cost
      savings and calculations supporting them in reasonable detail,

minus (b) the sum of (without duplication and to the extent the amounts
described in this clause (b) increased such Consolidated Net Income for the
respective period for which EBITDA is being determined) non-cash items
increasing Consolidated Net Income of the Borrower and the Subsidiaries for such
period (but excluding any such items (A) in respect of which cash was received
in a prior period or will be received in a future period or (B) which represent
the reversal of any accrual of, or cash reserve for, anticipated cash charges
that reduced EBITDA in any prior period).

            For purposes of determining EBITDA under this Agreement, EBITDA for
the first quarter of the fiscal year 2007 shall be deemed to be $58.6 million,
EBITDA for the second quarter of the fiscal year 2007 shall be deemed to be
$69.4 million, EBITDA for the third quarter of the fiscal year 2007 shall be
deemed to be $68.7 million, and EBITDA for the fourth quarter of the fiscal year
2007 shall be deemed to be $135.4 million.

            "environment" shall mean ambient and indoor air, surface water and
groundwater (including potable water, navigable water and wetlands), the land
surface or subsurface strata, natural resources such as flora and fauna, the
workplace or as otherwise defined in any Environmental Law.

            "Environmental Laws" shall mean all applicable laws (including
common law), rules, regulations, codes, ordinances, orders, decrees or
judgments, promulgated or entered into by any Governmental Authority, relating
in any way to the environment, preservation or reclamation of natural resources,
the generation, management, Release or threatened Release of, or exposure to,
any Hazardous Material or to occupational health and safety matters (to the
extent relating to the environment or Hazardous Materials).


                                      -18-
<PAGE>

            "Equity Financing" shall mean, in connection with the consummation
of the Merger, the purchase or contribution of cash equity to or of Holdings in
an aggregate amount of not less than $590 million, which amount shall be applied
by Holdings and Merger Sub towards the funds necessary to consummate the Merger.

            "Equity Interests" of any person shall mean any and all shares,
interests, rights to purchase or otherwise acquire, warrants, options,
participations or other equivalents of or interests in (however designated)
equity or ownership of such person, including any preferred stock, any limited
or general partnership interest and any limited liability company membership
interest, and any securities or other rights or interests convertible into or
exchangeable for any of the foregoing.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time and any regulations
promulgated and the rulings issued thereunder.

            "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower or a Subsidiary, is treated as a
single employer under Section 414(b) or (c) of the Code, or, solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414(b) and (c) of the Code.

            "ERISA Event" shall mean (a) any Reportable Event occurs or the
requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA) and, on and after
the effectiveness of Title I of the Pension Act, any failure by any Plan to
satisfy the minimum funding standards (within the meaning of Section 412 of the
Code or Section 302 of ERISA) applicable to such Plan, whether or not waived;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA
of an application for a waiver of the minimum funding standard with respect to
any Plan, the failure to make by its due date a required installment under
Section 412(m) of the Code with respect to any Plan or the failure to make any
required contribution to a Multiemployer Plan; (d) the incurrence by Holdings,
the Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title
IV of ERISA with respect to the termination of any Plan or Multiemployer Plan;
(e) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or to appoint a trustee to administer any Plan under Section
4042 of ERISA; (f) the incurrence by Holdings, the Borrower, a Subsidiary or any
ERISA Affiliate of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; (g) the receipt by Holdings, the
Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from Holdings, the Borrower, a Subsidiary or any ERISA
Affiliate of any notice, concerning the impending imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA (or,
after the effectiveness of Title II of the Pension Act, that it is in endangered
or critical status, within the meaning of Section 305 of ERISA); (h) the
conditions for imposition of a lien under Section 302(f) of ERISA shall have
been met with respect to any Plan; (i) on and after the effectiveness of Title I
of the Pension Act, a determination that any Plan is, or is expected to be,


                                      -19-
<PAGE>

in "at risk" status (as defined in Section 303(i)(4)(A) of ERISA or Section
430(i)(4)(A) of the Code); or (j) the adoption of an amendment to a Plan
requiring the provision of security to such Plan pursuant to Section 307 of
ERISA.

            "Eurocurrency Borrowing" shall mean a Borrowing comprised of
Eurocurrency Loans.

            "Eurocurrency Loan" shall mean any Eurocurrency Term Loan or
Eurocurrency Revolving Loan, as applicable.

            "Eurocurrency Revolving Facility Borrowing" shall mean a Borrowing
comprised of Eurocurrency Revolving Loans.

            "Eurocurrency Revolving Loan" shall mean any Revolving Facility Loan
bearing interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.

            "Eurocurrency Term Loan" shall mean any Term Loan bearing interest
at a rate determined by reference to the Adjusted LIBO Rate in accordance with
the provisions of Article II.

            "Event of Default" shall have the meaning assigned to such term in
Section 7.01.

            "Excess Cash Flow" shall mean, with respect to Holdings and the
Subsidiaries on a consolidated basis for any Applicable Period, EBITDA of
Holdings and the Subsidiaries on a consolidated basis for such Applicable
Period, minus, without duplication,

            (b) Debt Service for such Applicable Period,

            (c) the amount of any voluntary prepayment permitted hereunder of
      term Indebtedness during such Applicable Period (other than any voluntary
      prepayment of the Loans, which shall be the subject of Section 2.11(c)),
      so long as the amount of such prepayment is not already reflected in Debt
      Service,

            (d) (i) Capital Expenditures by Holdings and the Subsidiaries on a
      consolidated basis during such Applicable Period that are paid in cash (to
      the extent permitted under this Agreement) and (ii) the aggregate
      consideration paid in cash during the Applicable Period in respect of
      Permitted Business Acquisitions and other Investments permitted hereunder
      less any amounts received in respect thereof as a return of capital,

            (e) Capital Expenditures or Permitted Business Acquisitions that
      Holdings or any Subsidiary shall, during such Applicable Period, become
      obligated to make in cash but that are not made during such Applicable
      Period (to the extent permitted under this Agreement); provided, that (i)
      Holdings shall deliver a certificate to the Administrative Agent not later
      than 90 days after the end of such Applicable Period, signed by a
      Responsible Officer of Holdings and certifying that such Capital
      Expenditures and the delivery of the related equipment or Permitted
      Business Acquisitions will be made in


                                      -20-
<PAGE>

      cash in the following Applicable Period, and (ii) any amount so deducted
      shall not be deducted again in a subsequent Applicable Period,

            (f) Taxes paid in cash by Holdings and its Subsidiaries on a
      consolidated basis during such Applicable Period or that will be paid
      within six months after the close of such Applicable Period; provided,
      that with respect to any such amounts to be paid after the close of such
      Applicable Period, (i) any amount so deducted shall not be deducted again
      in a subsequent Applicable Period, and (ii) appropriate reserves shall
      have been established in accordance with GAAP,

            (g) an amount equal to any increase in Working Capital of Holdings
      and its Subsidiaries for such Applicable Period,

            (h) cash expenditures made in respect of Swap Agreements during such
      Applicable Period, to the extent not reflected in the computation of
      EBITDA or Interest Expense,

            (i) permitted Restricted Payments made in cash by Holdings during
      such Applicable Period and permitted Restricted Payments made by the
      Borrower or by any Subsidiary to any person other than Holdings, the
      Borrower or any of the Subsidiaries during such Applicable Period, in each
      case in accordance with Section 6.06 (other than Section 6.06(e)),

            (j) amounts paid in cash during such Applicable Period on account of
      (A) items that were accounted for as noncash reductions of Net Income in
      determining Consolidated Net Income or as noncash reductions of
      Consolidated Net Income in determining EBITDA of Holdings and its
      Subsidiaries in a prior Applicable Period and (B) reserves or accruals
      established in purchase accounting,

            (k) to the extent not deducted in the computation of Net Proceeds in
      respect of any asset disposition or condemnation giving rise thereto, the
      amount of any mandatory prepayment of Indebtedness (other than
      Indebtedness created hereunder or under any other Loan Document), together
      with any interest, premium or penalties required to be paid (and actually
      paid) in connection therewith, and

            (l) the aggregate amount related to items that were added to or not
      deducted from Net Income in calculating Consolidated Net Income or were
      added to or not deducted from Consolidated Net Income in calculating
      EBITDA to the extent such items represented a cash payment (which had not
      reduced Excess Cash Flow upon the accrual thereof in a prior Applicable
      Period), or an accrual for a cash payment, by Holdings and its
      Subsidiaries or did not represent cash received by Holdings and its
      Subsidiaries, in each case on a consolidated basis during such Applicable
      Period,

plus, without duplication,

            (m) an amount equal to any decrease in Working Capital for such
      Applicable Period,


                                      -21-
<PAGE>

            (n) all amounts referred to in clauses (b), (c), (d) and (h) above
      to the extent funded with the proceeds of the issuance or the incurrence
      of Indebtedness (including Capital Lease Obligations and purchase money
      Indebtedness, but excluding, solely as relating to Capital Expenditures,
      proceeds of Revolving Facility Loans), the sale or issuance of any Equity
      Interests (including any capital contributions) and any loss, damage,
      destruction or condemnation of, or any sale, transfer or other disposition
      (including any sale and leaseback of assets and any mortgage or lease of
      Real Property) to any person of any asset or assets, in each case to the
      extent there is a corresponding deduction from Excess Cash Flow above,

            (o) to the extent any permitted Capital Expenditures or Permitted
      Business Acquisitions referred to in clause (d) above and the delivery of
      any related equipment do not occur in the following Applicable Period of
      Holdings specified in the certificate of Holdings provided pursuant to
      clause (d) above, the amount of such Capital Expenditures or Permitted
      Business Acquisitions that were not so made in such following Applicable
      Period,

            (p) cash payments received in respect of Swap Agreements during such
      Applicable Period to the extent (i) not included in the computation of
      EBITDA or (ii) such payments do not reduce Cash Interest Expense,

            (q) any extraordinary or nonrecurring gain realized in cash during
      such Applicable Period (except to the extent such gain consists of Net
      Proceeds subject to Section 2.11(b)),

            (r) to the extent deducted in the computation of EBITDA, cash
      interest income, and

            (s) the aggregate amount related to items that were deducted from or
      not added to Net Income in connection with calculating Consolidated Net
      Income or were deducted from or not added to Consolidated Net Income in
      calculating EBITDA to the extent either (i) such items represented cash
      received by Holdings or any Subsidiary or (ii) such items do not represent
      cash paid by Holdings or any Subsidiary, in each case on a consolidated
      basis during such Applicable Period.

            "Excess Cash Flow Interim Period" shall mean, (x) during any Excess
Cash Flow Period, any one-, two-, or three-quarter period (a) commencing on the
later of (i) the end of the immediately preceding Excess Cash Flow Period and
(ii) if applicable, the end of any prior Excess Cash Flow Interim Period
occurring during the same Excess Cash Flow Period and (b) ending on the last day
of the most recently ended fiscal quarter (other than the last day of the fiscal
year) during such Excess Cash Flow Period for which financial statements are
available and (y) during the period from the Closing Date until the beginning of
the first Excess Cash Flow Period, any period commencing on the Closing Date and
ending on the last day of the most recently ended fiscal quarter for which
financial statements are available.

            "Excess Cash Flow Period" shall mean each fiscal year of the
Borrower, commencing with the first full fiscal year of the Borrower which
begins and ends after the Closing Date.


                                      -22-
<PAGE>

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

            "Excluded Indebtedness" shall mean all Indebtedness not incurred in
violation of Section 6.01 (other than Section 6.01(u)).

            "Excluded Taxes" shall mean, with respect to the Administrative
Agent, any Lender, any Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income
taxes imposed on (or measured by) its net income (or franchise taxes imposed in
lieu of net income taxes) by the United States of America (or any state or
locality thereof) or the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located or any other
jurisdiction as a result of such recipient engaging in a trade or business in
such jurisdiction for tax purposes, (b) income taxes imposed on or measured by
the net income of a portion of any Lender, any Issuing Bank or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder (or franchise taxes imposed in lieu of net income taxes) by
the United States of America or any state or locality thereof, (c) any branch
profits tax or any similar tax that is imposed by any jurisdiction described in
clause (a) above, and (d) in the case of a Lender making a Loan to the Borrower,
any withholding tax (including any backup withholding tax) imposed by the United
States (or the jurisdiction under the laws of which such Lender is organized or
in which its principal office is located or in which its applicable lending
office is located or any other jurisdiction as a result of such Lender engaging
in a trade or business in such jurisdiction for tax purposes) that (x) is in
effect and would apply to amounts payable hereunder to such Lender at the time
such Lender becomes a party to such Loan to the Borrower (or designates a new
lending office) except to the extent that such Lender (or its assignor, if any)
was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from a Loan Party with respect to any
withholding tax pursuant to Section 2.17(a) or Section 2.17(c) or (y) is
attributable to such Lender's failure to comply with Section 2.17(e) or Section
2.17(f) with respect to such Loan.

            "Existing Letters of Credit" shall mean those Standby Letters of
Credit or Trade Letters of Credit issued and outstanding as of the date hereof
and set forth on Schedule 1.01C.

            "Facility" shall mean the respective facility and commitments
utilized in making Loans and credit extensions hereunder, it being understood
that as of the date of this Agreement there are two Facilities, i.e., the Term B
Facility and the Revolving Facility (and no Incremental Term Facility or
Incremental Revolving Facility Commitments), and thereafter, may include the
Incremental Term Facility and Incremental Revolving Facility Commitments.

            "Facility Fee" shall have the meaning assigned to such term in
Section 2.12(a).

            "Federal Funds Rate" shall mean, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided, that (a) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding


                                      -23-
<PAGE>

Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Credit Suisse on such day on such transactions as determined by the
Administrative Agent.

            "Fee Letter" shall mean that certain Fee Letter dated March 20, 2007
by and among Merger Sub and Credit Suisse, Credit Suisse Securities (USA) LLC,
Bear, Stearns & Co. Inc., Bear Stearns Corporate Lending Inc., Lehman Commercial
Paper Inc., Lehman Brothers Inc. and Lehman Brothers Commercial Bank.

            "Fees" shall mean the Facility Fees, the L/C Participation Fees, the
Issuing Bank Fees and the Administrative Agent Fees.

            "Financial Officer" of any person shall mean the Chief Financial
Officer, principal accounting officer, Treasurer, Assistant Treasurer or
Controller (or the equivalents in the relevant jurisdictions) of such person.

            "Foreign Lender" shall mean any Lender that is organized under the
laws of a jurisdiction other than the United States of America. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

            "Foreign Pledge Agreement" shall mean a pledge agreement with
respect to the Pledged Collateral that constitutes Equity Interests of a "first
tier" Foreign Subsidiary, in form and substance reasonably satisfactory to the
Administrative Agent; provided, that in no event shall more than 65% of the
issued and outstanding voting Equity Interests of such Foreign Subsidiary be
pledged to secure Obligations of the Borrower.

            "Foreign Subsidiary" shall mean any Subsidiary that is incorporated
or organized under the laws of any jurisdiction other than the United States of
America, any State thereof or the District of Columbia.

            "Fund" shall have the meaning assigned to such term in the recitals
hereto.

            "Fund Affiliate" shall mean (i) each Affiliate of the Fund and (ii)
any individual who is a partner or employee of Apollo Management, L.P. or the
Fund.

            "Fund Termination Fee" shall have the meaning specified in Section
6.07(b)(xiv).

            "GAAP" shall mean generally accepted accounting principles in effect
from time to time in the United States, applied on a consistent basis, subject
to the provisions of Section 1.02; provided that any reference to the
application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07 and 6.02(e) to a
Foreign Subsidiary (and not as a consolidated Subsidiary of Holdings) shall mean
generally accepted accounting principles in effect from time to time in the
jurisdiction of organization of such Foreign Subsidiary.

            "Governmental Authority" shall mean any federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
or legislative body.


                                      -24-
<PAGE>

            "Guarantee" of or by any person (the "guarantor") shall mean (a) any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation payable or
performable by another person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation (whether arising by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, to take or pay or otherwise) or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Indebtedness or other obligations, (ii) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, (iv) entered into for the purpose of assuring
in any other manner the holders of such Indebtedness or other obligation of the
payment thereof or to protect such holders against loss in respect thereof (in
whole or in part) or (v) as an account party in respect of any letter of credit,
bank guarantee or other letter of guaranty issued to support such Indebtedness
or other obligation, or (b) any Lien on any assets of the guarantor securing any
Indebtedness (or any existing right, contingent or otherwise, of the holder of
Indebtedness to be secured by such a Lien) of any other person, whether or not
such Indebtedness or other obligation is assumed by the guarantor; provided,
however, the term "Guarantee" shall not include endorsements for deposit or
collection in the ordinary course of business or customary and reasonable
indemnity obligations in effect on the Closing Date or entered into in
connection with any acquisition or disposition of assets permitted by this
Agreement (other than such obligations with respect to Indebtedness). The amount
of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the Indebtedness in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such person is required to perform
thereunder) as determined by such person in good faith.

            "guarantor" shall have the meaning assigned to such term in the
definition of the term "Guarantee."

            "Hazardous Materials" shall mean all pollutants, contaminants,
wastes, chemicals, materials, substances and constituents, including, without
limitation, explosive or radioactive substances or petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls or radon gas, of any nature subject to regulation or which can give
rise to liability under any Environmental Law.

            "Holdings" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

            "Immaterial Subsidiary" shall mean any Subsidiary that (a) did not,
as of the last day of the fiscal quarter of the Borrower most recently ended,
have assets with a value in excess of 5.0% of the Consolidated Total Assets or
revenues representing in excess of 5.0% of total revenues of the Borrower and
the Subsidiaries on a consolidated basis for the applicable Test Period, and (b)
taken together with all Immaterial Subsidiaries as of the last day of the fiscal
quarter of the Borrower most recently ended, did not have assets with a value in
excess of 10.0%


                                      -25-
<PAGE>

of Consolidated Total Assets or revenues representing in excess of 10.0% of
total revenues of the Borrower and the Subsidiaries on a consolidated basis for
the applicable Test Period. Each Immaterial Subsidiary as of the Closing Date
shall be set forth in Schedule 1.01D.

            "Increased Amount Date" shall have the meaning assigned to such term
in Section 2.21.

            "Incremental Amount" shall mean, at any time, the excess, if any, of
(a) $250 million over (b) the aggregate amount of all Incremental Term Loan
Commitments and Incremental Revolving Facility Commitments established prior to
such time pursuant to Section 2.21.

            "Incremental Assumption Agreement" shall mean an Incremental
Assumption Agreement in form and substance reasonably satisfactory to the
Administrative Agent, among the Borrower, the Administrative Agent and one or
more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

            "Incremental Revolving Facility Commitment" shall mean any increased
or incremental Revolving Facility Commitment provided pursuant to Section 2.21.

            "Incremental Revolving Facility Lender" shall mean a Lender with a
Revolving Facility Commitment or an outstanding Revolving Facility Loan as a
result of an Incremental Revolving Facility Commitment.

            "Incremental Term Borrowing" shall mean a Borrowing comprised of
Incremental Term Loans.

            "Incremental Term Facility" shall mean the Incremental Term Loan
Commitments and the Incremental Term Loans made hereunder.

            "Incremental Term Facility Maturity Date" shall mean, with respect
to any series or tranche of Incremental Term Loans established pursuant to an
Incremental Assumption Agreement, the maturity date for as set forth in such
Incremental Assumption Agreement.

            "Incremental Term Lender" shall mean a Lender with an Incremental
Term Loan Commitment or an outstanding Incremental Term Loan.

            "Incremental Term Loan Commitment" shall mean the commitment of any
Lender, established pursuant to Section 2.21, to make Incremental Term Loans to
the Borrower.

            "Incremental Term Loan Installment Date" shall have, with respect to
any series or tranche of Incremental Term Loans established pursuant to an
Incremental Assumption Agreement, the meaning assigned to such term in Section
2.21.

            "Incremental Term Loans" shall mean Term Loans made by one or more
Lenders to the Borrower pursuant to Section 2.01(c). Incremental Term Loans may
be made in the form of additional Term B Loans or, to the extent permitted by
Section 2.21 and provided for in the relevant Incremental Assumption Agreement,
Other Term Loans.


                                      -26-
<PAGE>

            "Indebtedness" of any person shall mean, without duplication, (a)
all obligations of such person for borrowed money, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such person under conditional sale or title retention agreements
relating to property or assets purchased by such person, (d) all obligations of
such person issued or assumed as the deferred purchase price of property or
services, to the extent the same would be required to be shown as a long-term
liability on a balance sheet prepared in accordance with GAAP, (e) all Capital
Lease Obligations of such person, (f) all net payments that such person would
have to make in the event of an early termination, on the date Indebtedness of
such person is being determined, in respect of outstanding Swap Agreements, (g)
the principal component of all obligations, contingent or otherwise, of such
person as an account party in respect of letters of credit and bank guarantees,
(h) the principal component of all obligations of such person in respect of
bankers' acceptances, (i) all Guarantees by such person of Indebtedness
described in clauses (a) to (h) above) and (j) the amount of all obligations of
such person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock (excluding accrued dividends that have not increased the
liquidation preference of such Disqualified Stock); provided, that Indebtedness
shall not include (A) trade payables, accrued expenses and intercompany
liabilities arising in the ordinary course of business, (B) prepaid or deferred
revenue arising in the ordinary course of business, (C) purchase price holdbacks
arising in the ordinary course of business in respect of a portion of the
purchase prices of an asset to satisfy unperformed obligations of the seller of
such asset or (D) earn-out obligations until such obligations become a liability
on the balance sheet of such person in accordance with GAAP. The Indebtedness of
any person shall include the Indebtedness of any partnership in which such
person is a general partner, other than to the extent that the instrument or
agreement evidencing such Indebtedness expressly limits the liability of such
person in respect thereof. To the extent not otherwise included, Indebtedness
shall include the amount of any Receivables Net Investment.

            "Indemnified Taxes" shall mean all Taxes other than Excluded Taxes
and Other Taxes.

            "Indemnitee" shall have the meaning assigned to such term in Section
9.05(b).

            "Ineligible Institution" shall mean the persons identified in
writing to the Administrative Agent by the Borrower on the Closing Date, and as
may be identified in writing to the Administrative Agent by the Borrower from
time to time thereafter, with the written consent of the Administrative Agent,
by delivery of a notice thereof to the Administrative Agent setting forth such
person or persons (or the person or persons previously identified to the
Administrative Agent that are to be no longer considered "Ineligible
Institutions").

            "Information" shall have the meaning assigned to such term in
Section 3.14(a).

            "Information Memorandum" shall mean the Confidential Information
Memorandum dated May, 2007, as modified or supplemented prior to the Closing
Date.

            "Interest Election Request" shall mean a request by the Borrower to
convert or continue a Term Borrowing or Revolving Facility Borrowing in
accordance with Section 2.07.


                                      -27-
<PAGE>

            "Interest Expense" shall mean, with respect to any person for any
period, the sum of (a) gross interest expense of such person for such period on
a consolidated basis, including (i) the amortization of debt discounts, (ii) the
amortization of all fees (including fees with respect to Swap Agreements)
payable in connection with the incurrence of Indebtedness to the extent included
in interest expense and (iii) the portion of any payments or accruals with
respect to Capital Lease Obligations allocable to interest expense, (b)
capitalized interest of such person, and (c) commissions, discounts, yield and
other fees and charges incurred in connection with any Permitted Receivables
Financing which are payable to any person other than the Borrower or a
Subsidiary Loan Party. For purposes of the foregoing, gross interest expense
shall be determined after giving effect to any net payments made or received and
costs incurred by the Borrower and the Subsidiaries with respect to Swap
Agreements, and interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by the Borrower to be the rate
of interest implicit in such Capitalized Lease Obligation in accordance with
GAAP.

            "Interest Payment Date" shall mean, (a) with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each day
that would have been an Interest Payment Date had successive Interest Periods of
three months' duration been applicable to such Borrowing and, in addition, the
date of any refinancing or conversion of such Borrowing with or to a Borrowing
of a different Type and (b) with respect to any ABR Loan, September 28, 2007 and
the last Business Day of each March, June, September and December thereafter.

            "Interest Period" shall mean, as to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as
applicable, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter (or 9 or 12 months, if at the time of the relevant
Borrowing, all Lenders make interest periods of such length available), as the
Borrower may elect, or the date any Eurocurrency Borrowing is converted to an
ABR Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance
with Section 2.09, 2.10 or 2.11; provided, however, that if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day. Interest shall accrue from
and including the first day of an Interest Period to but excluding the last day
of such Interest Period.

            "Investment" shall have the meaning assigned to such term in Section
6.04.

            "Issuing Bank" shall mean Credit Suisse and each other Issuing Bank
designated pursuant to Section 2.05(k), in each case in its capacity as an
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.05(i). An Issuing Bank may, in its discretion, arrange for
one or more Letters of Credit to be issued by Affiliates of such Issuing Bank,
in which case the term "Issuing Bank" shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.


                                      -28-
<PAGE>

            "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.12(b).

            "Joint Lead Arrangers" shall mean Bear, Stearns & Co. Inc., Credit
Suisse Securities (USA) LLC and Lehman Brothers Inc., in their capacities as
joint lead arrangers and joint bookrunners.

            "Junior Financing" shall have the meaning assigned to such term in
Section 6.09(b).

            "L/C Disbursement" shall mean a payment or disbursement made by an
Issuing Bank pursuant to a Letter of Credit.

            "L/C Participation Fee" shall have the meaning assigned such term in
Section 2.12(b).

            "Lender" shall mean each financial institution listed on Schedule
2.01 (other than any such person that has ceased to be a party hereto pursuant
to an Assignment and Acceptance in accordance with Section 9.04), as well as any
person that becomes a "Lender" hereunder pursuant to Section 9.04 or Section
2.21.

            "Lender Default" shall mean (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing, to
acquire participations in a Swingline Loan pursuant to Section 2.04 or to fund
its portion of any unreimbursed payment under Section 2.05(e), or (ii) a Lender
having notified in writing the Borrower and/or the Administrative Agent that it
does not intend to comply with its obligations under Section 2.04, 2.05 or 2.06.

            "lending office" shall mean, as to any Lender, the applicable
branch, office or Affiliate of such Lender designated by such Lender to make
Loans.

            "Letter of Credit" shall mean any letter of credit issued pursuant
to Section 2.05, including any Alternate Currency Letter of Credit.

            "Letter of Credit Commitment" shall mean, with respect to each
Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit
pursuant to Section 2.05.

            "Letter of Credit Request" shall mean a request by the Borrower
substantially in the form of Exhibit C-3.

            "Letter of Credit Sublimit" shall mean the aggregate Letter of
Credit Commitments of the Issuing Banks, in an amount not to exceed $50 million
(or the equivalent thereof in an Alternate Currency).

            "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing
for any Interest Period, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Bloomberg (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at


                                      -29-
<PAGE>

approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period; provided, that if such rate is not available at such time for any
reason, then the "LIBO Rate" for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurocurrency Rate Loan being made, continued or
converted by Credit Suisse and with a term equivalent to such Interest Period
would be offered by Credit Suisse's London Branch to major banks in the London
interbank Eurocurrency market at their request at approximately 11:00 a.m.
(London time) two Business Days prior to the commencement of such Interest
Period.

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, hypothecation, pledge, charge, security interest or similar
encumbrance in or on such asset and (b) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset; provided that in no event shall an
operating lease or an agreement to sell be deemed to constitute a Lien.

            "Loan Documents" shall mean this Agreement, the Letters of Credit,
the Security Documents and any Note issued under Section 2.09(e), and solely for
the purposes of Sections 4.02 and 7.01 hereof, the Fee Letter.

            "Loan Document Obligations" means (a) the due and punctual payment
by the Borrower of (i) the unpaid principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans made to the Borrower, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) and obligations to provide cash collateral and
(iii) all other monetary obligations of the Borrower to any of the Secured
Parties under the Credit Agreement and each of the other Loan Documents,
including obligations to pay fees, expense and reimbursement obligations and
indemnification obligations, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), (b) the due and
punctual performance of all other obligations of the Borrower under or pursuant
to the Credit Agreement and each of the other Loan Documents and (c) the due and
punctual payment and performance of all the obligations of each other Loan Party
under or pursuant to this Agreement and each of the other Loan Documents.

            "Loan Parties" shall mean Holdings (prior to a Borrower Qualified
IPO), the Borrower and the Subsidiary Loan Parties.


                                      -30-
<PAGE>

            "Loans" shall mean the Term B Loans, the Incremental Term Loans (if
any), the Revolving Facility Loans and the Swingline Loans.

            "Local Time" shall mean New York City time.

            "Management Group" shall mean the group consisting of the directors,
executive officers and other management personnel of Holdings and the
Subsidiaries, as the case may be, on the Closing Date together with (x) any new
directors whose election by such boards of directors or whose nomination for
election by the shareholders of the Borrower, the Target or Holdings, as the
case may be, was approved by a vote of a majority of the directors of the
Borrower, the Target or Holdings, as the case may be, then still in office who
were either directors on the Closing Date or whose election or nomination was
previously so approved and (y) executive officers and other management personnel
of Holdings and the Subsidiaries, as the case may be, hired at a time when the
directors on the Closing Date together with the directors so approved
constituted a majority of the directors of the Borrower, the Target or Holdings,
as the case may be.

            "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

            "Material Adverse Effect" shall mean a material adverse effect on
the business, property, operations or condition of the Borrower and the
Subsidiaries, taken as a whole, or the validity or enforceability of any of the
material Loan Documents or the rights and remedies of the Administrative Agent
and the Lenders thereunder; provided, however, that solely for purposes of
determining whether the condition in Section 4.01(b) has been satisfied in
connection with the first Credit Event on the Closing Date, any reference to
"Material Adverse Effect" in any of the representations and warranties referred
to in Section 4.01(b) shall mean "Material Adverse Effect" as defined in the
Merger Agreement.

            "Material Indebtedness" shall mean Indebtedness (other than Loans
and Letters of Credit) of any one or more of Holdings, the Borrower or any
Subsidiary in an aggregate principal amount exceeding $30 million.

            "Material Subsidiary" shall mean any Subsidiary other than
Immaterial Subsidiaries.

            "Maximum Rate" shall have the meaning assigned to such term in
Section 9.09.

            "Merger" shall have the meaning assigned to such term in the first
recital hereto.

            "Merger Agreement" shall have the meaning assigned to such term in
the first recital hereto.

            "Merger Documents" shall mean the collective reference to the Merger
Agreement, all material exhibits and schedules thereto and all agreements
expressly contemplated thereby.

            "Moody's" shall mean Moody's Investors Service, Inc.


                                      -31-
<PAGE>

            "Mortgaged Properties" shall mean the Real Properties owned in fee
by the Borrower and each Subsidiary Loan Party that are set forth on Schedule
1.01B and each additional Real Property encumbered by a Mortgage pursuant to
Section 5.10.

            "Mortgages" shall mean, collectively, the mortgages, trust deeds,
deeds of trust, deeds to secure debt, assignments of leases and rents, and other
security documents delivered with respect to Mortgaged Properties, each
substantially in the form of Exhibit E, (with such changes as are reasonably
consented to by the Administrative Agent to account for local law matters), as
amended, supplemented or otherwise modified from time to time.

            "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which the Borrower, Holdings or any Subsidiary or
any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant
to subsection (m) or (o) of Code Section 414) is making or accruing an
obligation to make contributions, or has within any of the preceding six plan
years made or accrued an obligation to make contributions.

            "Net Income" shall mean, with respect to any person, the net income
(loss) of such person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.

            "Net Proceeds" shall mean:

            (a) 100% of the cash proceeds actually received by the Borrower or
      any Subsidiary Loan Party (including cash proceeds of foreign
      subsidiaries' asset sales to the extent actually repatriated to the United
      States (it being understood that the Loan Parties are not obligated to
      repatriate such proceeds), including any cash payments received by way of
      deferred payment of principal pursuant to a note or installment receivable
      or purchase price adjustment receivable or otherwise and including
      casualty insurance settlements and condemnation awards, but only as and
      when received) from any Asset Sale (other than those pursuant to Section
      6.05(a), (b), (c), (d), (e) (except as contemplated by Section
      6.03(b)(ii)), (f), (g), (i), (j) or (k)), net of (i) attorneys' fees,
      accountants' fees, investment banking fees, survey costs, title insurance
      premiums, and related search and recording charges, transfer taxes, deed
      or mortgage recording taxes, required debt payments and required payments
      of other obligations relating to the applicable asset to the extent such
      debt or obligations are secured by a Lien permitted hereunder (other than
      pursuant to the Loan Documents) on such asset, other customary expenses
      and brokerage, consultant and other customary fees actually incurred in
      connection therewith, (ii) Taxes paid or payable as a result thereof, and
      (iii) the amount of any reasonable reserve established in accordance with
      GAAP against any adjustment to the sale price or any liabilities (other
      than any taxes deducted pursuant to clause (i) above) (x) related to any
      of the applicable assets and (y) retained by the Borrower or any of the
      Subsidiaries including, without limitation, pension and other
      post-employment benefit liabilities and liabilities related to
      environmental matters or against any indemnification obligations (however,
      the amount of any subsequent reduction of such reserve (other than in
      connection with a payment in respect of any such liability) shall be
      deemed to be Net Proceeds of such Asset Sale occurring on the date of such
      reduction); provided, that, if no Event of Default exists and the Borrower
      shall deliver a certificate of


                                      -32-
<PAGE>

      a Responsible Officer of the Borrower to the Administrative Agent promptly
      following receipt of any such proceeds setting forth the Borrower's
      intention to use any portion of such proceeds, to acquire, maintain,
      develop, construct, improve, upgrade or repair assets useful in the
      business of the Borrower and the Subsidiaries or to make investments in
      Permitted Business Acquisitions, in each case within 15 months of such
      receipt, such portion of such proceeds shall not constitute Net Proceeds
      except to the extent not, within 15 months of such receipt, so used or
      contractually committed to be so used (it being understood that if any
      portion of such proceeds are not so used within such 15-month period but
      within such 15-month period are contractually committed to be used, then
      upon the termination of such contract, such remaining portion shall
      constitute Net Proceeds as of the date of such termination or expiry
      without giving effect to this proviso); provided, further, that (x) no
      proceeds realized in a single transaction or series of related
      transactions shall constitute Net Proceeds unless such proceeds shall
      exceed $5 million, (y) no proceeds shall constitute Net Proceeds in any
      fiscal year until the aggregate amount of all such proceeds in such fiscal
      year shall exceed $10 million, and (z) at any time during the 15-month
      reinvestment period contemplated by the immediately preceding proviso
      above, if, on a Pro Forma Basis after giving effect to the Asset Sale and
      the application of the proceeds thereof, the Total Net Secured Leverage
      Ratio is less than or equal to 3.00 to 1.00, up to $100 million of such
      proceeds shall not constitute Net Proceeds; and

            (b) 100% of the cash proceeds from the incurrence, issuance or sale
      by the Borrower or any Subsidiary Loan Party of any Indebtedness (other
      than Excluded Indebtedness), net of all taxes and fees (including
      investment banking fees), commissions, costs and other expenses, in each
      case incurred in connection with such issuance or sale.

            For purposes of calculating the amount of any Net Proceeds, fees,
commissions and other costs and expenses payable to the Borrower or any
Affiliate of the Borrower shall be disregarded, except for financial advisory
fees customary in type and amount paid to Affiliates of the Fund and otherwise
not prohibited from being paid hereunder.

            "Non-Consenting Lender" shall have the meaning assigned to such term
in Section 2.19(c).

            "Note" shall have the meaning assigned to such term in Section
2.09(e).

            "Notes Offering Memorandum" shall mean the Offering Memorandum,
dated May 22, 2007, in respect of the Senior Subordinated Notes, the Senior
Unsecured Toggle Notes and the Senior Unsecured Notes.

            "Obligations" means (a) the Loan Document Obligations, (b) the due
and punctual payment and performance of all obligations of each Loan Party under
each Swap Agreement that (i) is in effect on the Closing Date with a
counterparty that is a Lender or an agent or an Affiliate of a Lender as of the
Closing Date or (ii) is entered into after the Closing Date with any
counterparty that is a Lender or an agent or an Affiliate of a Lender at the
time such Swap Agreement is entered into and (c) the due and punctual payment
and performance of


                                      -33-
<PAGE>

all obligations of the Borrower and any of its Subsidiaries in respect of
overdrafts and related liabilities owed to a Lender or any of its Affiliates (or
any other Person designated by the Borrower as a provider of cash management
services and entitled to the benefit of this Agreement) and arising from cash
management services (including treasury, depository, overdraft, credit or debit
card, electronic funds transfer, ACH services and other cash management
arrangements).

            "Other Revolving Loans" shall have the meaning assigned to such term
in Section 2.21.

            "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise, transfer, sales, property, intangible,
mortgage recording, or similar taxes, charges or levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, the Loan Documents, and any and all interest and penalties
related thereto (but not Excluded Taxes).

            "Other Term Loans" shall have the meaning assigned to such term in
Section 2.21.

            "Overdraft Line" shall have the meaning assigned to such term in
Section 6.01(w).

            "Parent Entity" means any direct or indirect parent of Holdings.

            "Participant" shall have the meaning assigned to such term in
Section 9.04(d).

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA.

            "Pension Act" shall mean the Pension Protection Act of 2006, as
amended.

            "Perfection Certificate" shall mean the Perfection Certificate with
respect to the Borrower and the other Loan Parties in a form reasonably
satisfactory to the Administrative Agent.

            "Permitted Business Acquisition" shall mean any acquisition of all
or substantially all the assets of, or all the Equity Interests (other than
directors' qualifying shares) in, or merger, consolidation or amalgamation with,
a person or division or line of business of a person (or any subsequent
investment made in a person, division or line of business previously acquired in
a Permitted Business Acquisition), if immediately after giving effect thereto:
(i) no Event of Default shall have occurred and be continuing or would result
therefrom; (ii) all transactions related thereto shall be consummated in
accordance with applicable laws; (iii) any acquired or newly formed Subsidiary
shall not be liable for any Indebtedness except for Indebtedness permitted by
Section 6.01; (iv) to the extent required by Section 5.10, any person acquired
in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall
be merged into the Borrower or a Subsidiary Loan Party or become upon
consummation of such acquisition a Subsidiary Loan Party, and (v) the aggregate
amount of such acquisitions and investments in assets that are not owned by the
Borrower or Subsidiary Loan Parties or in Equity


                                      -34-
<PAGE>

Interests in persons that are not Subsidiary Loan Parties or persons that do not
become Subsidiary Loan Parties upon consummation of such acquisition shall not
exceed the greater of (x) 4.5% of Consolidated Total Assets as of the end of the
fiscal quarter immediately prior to the date of such acquisition or investment
for which financial statements have been delivered pursuant to Section 5.04 and
(y) $150 million.

            "Permitted Holder" shall mean each of (i) the Fund and the Fund
Affiliates, and (ii) the Management Group.

            "Permitted Investments" shall mean:

            (a) direct obligations of the United States of America or any member
      of the European Union or any agency thereof or obligations guaranteed by
      the United States of America or any member of the European Union or any
      agency thereof, in each case with maturities not exceeding two years;

            (b) time deposit accounts, certificates of deposit and money market
      deposits maturing within 180 days of the date of acquisition thereof
      issued by a bank or trust company that is organized under the laws of the
      United States of America, any state thereof or any foreign country
      recognized by the United States of America having capital, surplus and
      undivided profits in excess of $250.0 million and whose long-term debt, or
      whose parent holding company's long-term debt, is rated A by S&P or A by
      Moody's;

            (c) repurchase obligations with a term of not more than 180 days for
      underlying securities of the types described in clause (a) above entered
      into with a bank meeting the qualifications described in clause (b) above;

            (d) commercial paper, maturing not more than one year after the date
      of acquisition, issued by a corporation (other than an Affiliate of the
      Borrower) organized and in existence under the laws of the United States
      of America or any foreign country recognized by the United States of
      America with a rating at the time as of which any investment therein is
      made of P-1 (or higher) according to Moody's, or A-1 (or higher) according
      to S&P;

            (e) securities with maturities of two years or less from the date of
      acquisition issued or fully guaranteed by any State, commonwealth or
      territory of the United States of America, or by any political subdivision
      or taxing authority thereof, and rated at least A by S&P or A by Moody's;

            (f) shares of mutual funds whose investment guidelines restrict 95%
      of such funds' investments to those satisfying the provisions of clauses
      (a) through (e) above;

            (g) money market funds that (i) comply with the criteria set forth
      in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA
      by S&P and Aaa by Moody's and (iii) have portfolio assets of at least
      $5,000.0 million;

            (h) time deposit accounts, certificates of deposit and money market
      deposits in an aggregate face amount not in excess of 0.5% of the total
      assets of the Borrower and


                                      -35-
<PAGE>

      the Subsidiaries, on a consolidated basis, as of the end of the Borrower's
      most recently completed fiscal year; and

            (i) instruments equivalent to those referred to in clauses (a)
      through (h) above denominated in any foreign currency comparable in credit
      quality and tenor to those referred to above and commonly used by
      corporations for cash management purposes in any jurisdiction outside the
      United States to the extent reasonably required in connection with any
      business conducted by any Subsidiary organized in such jurisdiction.

            "Permitted Liens" shall have the meaning assigned to such term in
Section 6.02.

            "Permitted Receivables Documents" shall mean all documents and
agreements evidencing, relating to or otherwise governing a Permitted
Receivables Financing.

            "Permitted Receivables Financing" shall mean one or more
transactions pursuant to which (i) Receivables Assets or interests therein are
sold to or financed by one or more Special Purpose Receivables Subsidiaries, and
(ii) such Special Purpose Receivables Subsidiaries finance their acquisition of
such Receivables Assets or interests therein, or the financing thereof, by
selling or borrowing against Receivables Assets; provided, that (A) recourse to
the Borrower or any Subsidiary (other than the Special Purpose Receivables
Subsidiaries) in connection with such transactions shall be limited to the
extent customary for similar transactions in the applicable jurisdictions
(including, to the extent applicable, in a manner consistent with the delivery
of a "true sale"/"absolute transfer" opinion with respect to any transfer by the
Borrower or any Subsidiary (other than a Special Purpose Receivables Subsidiary)
and (B) the aggregate Receivables Net Investment since the Closing Date shall
not exceed $50 million at any time outstanding.

            "Permitted Refinancing Indebtedness" shall mean any Indebtedness
issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund (collectively, to "Refinance"), the
Indebtedness being Refinanced (or previous refinancings thereof constituting
Permitted Refinancing Indebtedness); provided, that (a) the principal amount (or
accreted value, if applicable) of such Permitted Refinancing Indebtedness does
not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so Refinanced (plus unpaid accrued interest and premium (including
tender premiums) thereon and underwriting discounts, defeasance costs, fees,
commissions and expenses), (b) except with respect to Section 6.01(i), the
weighted average life to maturity of such Permitted Refinancing Indebtedness is
greater than or equal to the shorter of (i) the weighted average life to
maturity of the Indebtedness being Refinanced and (ii) the weighted average life
to maturity that would result if all payments of principal on the Indebtedness
being Refinanced that were due on or after the date that is one year following
the Term B Facility Maturity Date were instead due on the date that is one year
following the Term B Facility Maturity Date, (c) if the Indebtedness being
Refinanced is subordinated in right of payment to the Obligations under this
Agreement, such Permitted Refinancing Indebtedness shall be subordinated in
right of payment to such Obligations on terms at least as favorable to the
Lenders as those contained in the documentation governing the Indebtedness being
Refinanced and (d) no Permitted Refinancing Indebtedness shall have different
obligors, or greater guarantees or security, than the Indebtedness being
Refinanced; provided further, that with respect to a Refinancing of (x) the
Senior Subordinated


                                      -36-
<PAGE>

Notes or other Indebtedness permitted hereunder that is subordinated, such
Permitted Refinancing Indebtedness shall (i) be subordinated to the guarantee by
the Loan Parties of the Facilities, and (ii) be otherwise on terms not
materially less favorable to the Lenders than those contained in the
documentation governing the Indebtedness being Refinanced.

            "person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership, limited liability company or
government, individual or family trusts, or any agency or political subdivision
thereof.

            "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) that is, (i) subject to the provisions of Title IV of ERISA
or Section 412 of the Code or Section 302 of ERISA, and (ii) sponsored or
maintained (at the time of determination or at any time within the five years
prior thereto) by Holdings, the Borrower or any ERISA Affiliate, and (iii) in
respect of which Holdings, the Borrower, any Subsidiary or any ERISA Affiliate
is (or, if such plan were terminated, would under Section 4069 of ERISA be
deemed to be) an "employer" as defined in Section 3(5) of ERISA.

            "Platform" shall have the meaning assigned to such term in Section
9.17(a).

            "Pledged Collateral" shall have the meaning assigned to such term in
the Collateral Agreement.

            "Pricing Grid" shall mean, with respect to the Loans, the table set
forth below:

<TABLE>
<CAPTION>
======================================================================================================================
                                             Pricing Grid for Revolving Loans
----------------------------------------------------------------------------------------------------------------------
       Total Net Secured          Applicable Margin for ABR        Applicable Margin for      Applicable Facility Fee
        Leverage Ratio                      Loans                   Eurocurrency Loans
----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                            <C>                         <C>
Greater than 3.5 to 1.0                     1.25%                          2.25%                       0.50%
----------------------------------------------------------------------------------------------------------------------
Less than or equal to 3.5 to                 1.0%                          2.0%                        0.50%
1.0 but greater than or equal
to 3.0 to 1.0
----------------------------------------------------------------------------------------------------------------------
Less than 3.0 to 1.0                        0.875%                        1.875%                      0.375%
======================================================================================================================
</TABLE>

For the purposes of the Pricing Grid, changes in the Applicable Margin and
Applicable Facility Fee resulting from changes in the Total Net Secured Leverage
Ratio shall become effective on the date (the "Adjustment Date") of delivery of
the relevant financial statements pursuant to Section 5.04, beginning with the
first full fiscal quarter of the Borrower after the Closing Date, and shall
remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements referred to above are not delivered
within the time periods specified in


                                      -37-
<PAGE>

Section 5.04, then, at the option of the Administrative Agent or the Required
Lenders, until the date that is three Business Days after the date on which such
financial statements are delivered, the pricing level that is one pricing level
higher than the pricing level theretofore in effect shall apply as of the first
Business Day after the date on which such financial statements were to have been
delivered but were not delivered.

            "primary obligor" shall have the meaning given such term in the
definition of the term "Guarantee."

            "Pro Forma Basis" shall mean, as to any person, for any events as
described below that occur subsequent to the commencement of a period for which
the financial effect of such events is being calculated, and giving effect to
the events for which such calculation is being made, such calculation as will
give pro forma effect to such events as if such events occurred on the first day
of the four consecutive fiscal quarter period ended on or before the occurrence
of such event (the "Reference Period"): (i) in making any determination of
EBITDA, effect shall be given to any Asset Sale, any acquisition, Investment,
disposition, merger, amalgamation, consolidation (including the Transactions)
(or any similar transaction or transactions not otherwise permitted under
Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders
and such waiver or consent has been obtained), any dividend, distribution or
other similar payment, any designation of any Subsidiary as an Unrestricted
Subsidiary and any Subsidiary Redesignation, and any restructurings of the
business of the Borrower or any of the Subsidiaries that the Borrower or any of
the Subsidiaries has determined to make and/or made and are expected to have a
continuing impact and are factually supportable, which would include cost
savings resulting from head count reduction, closure of facilities and similar
operational and other cost savings, which adjustments the Borrower determines
are reasonable as set forth in a certificate of a Financial Officer of the
Borrower (the foregoing, together with any transactions related thereto or in
connection therewith, the "relevant transactions"), in each case that occurred
during the Reference Period (or (x) in the case of restructurings determined to
be made, will occur within twelve months after the date of such certificate or
(y) in the case of determinations made pursuant to the definition of the term
"Permitted Business Acquisition" or pursuant to Sections 2.11(b) or 6.01(r),
occurring during the Reference Period or thereafter and through and including
the date upon which the respective Permitted Business Acquisition or incurrence
of Indebtedness or Liens or dividend is consummated), (ii) in making any
determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness
issued, incurred or assumed as a result of, or to finance, any relevant
transactions and for which the financial effect is being calculated, whether
incurred under this Agreement or otherwise, but excluding normal fluctuations in
revolving Indebtedness incurred for working capital purposes and amounts
outstanding under any Permitted Receivables Financing, in each case not to
finance any acquisition) issued, incurred, assumed or permanently repaid during
the Reference Period (or, in the case of determinations made pursuant to the
definition of the term "Permitted Business Acquisition" or pursuant to Sections
2.11(b) or 6.01(r), occurring during the Reference Period or thereafter and
through and including the date upon which the respective Permitted Business
Acquisition or incurrence of Indebtedness or Liens or dividend is consummated)
shall be deemed to have been issued, incurred, assumed or permanently repaid at
the beginning of such period and (y) Interest Expense of such person
attributable to interest on any Indebtedness, for which pro forma effect is
being given as provided in preceding clause (x), bearing floating interest rates
shall be computed on a pro forma


                                      -38-
<PAGE>

basis as if the rates that would have been in
effect during the period for which pro forma effect is being given had been
actually in effect during such periods and (iii) (A) any Subsidiary
Redesignation then being designated, effect shall be given to such Subsidiary
Redesignation and all other Subsidiary Redesignations after the first day of the
relevant Reference Period and on or prior to the date of the respective
Subsidiary Redesignation then being designated, collectively, and (B) any
designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given
to such designation and all other designations of Subsidiaries as Unrestricted
Subsidiaries after the first day of the relevant Reference Period and on or
prior to the date of the then applicable designation of a Subsidiary as an
Unrestricted Subsidiary, collectively.

            Pro forma calculations made pursuant to the definition of the term
"Pro Forma Basis" shall be determined in good faith by a Responsible Officer of
the Borrower and may include, (i) for any fiscal period ending on or prior to
the second anniversary of any relevant pro forma event, adjustments to reflect
(1) operating expense reductions and other operating improvements, synergies or
cost savings reasonably expected to result from such relevant pro forma event
(including, to the extent applicable, the Transactions) and (2) all adjustments
of the type used in connection with the calculation of Adjusted EBITDA as set
forth in footnote 2 to the "Summary Historical and Unaudited Pro Forma
Consolidated Financial and Operating Data" under "OFFERING MEMORANDUM SUMMARY"
in the Notes Offering Memorandum to the extent such adjustments, without
duplication, continue to be applicable. The Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer of the Borrower
setting forth such demonstrable or additional operating expense reductions and
other operating improvements, synergies or cost savings and information and
calculations supporting them in reasonable detail.

            For purposes of this definition, any amount in a currency other than
Dollars will be converted to Dollars based on the average exchange rate for such
currency for the most recent twelve month period immediately prior to the date
of determination in a manner consistent with that used in calculating EBITDA for
the applicable period.

            "Pro Forma Financial Statements" shall have the meaning assigned to
such term in Section 3.05(a).

            "Projections" shall mean the projections of Holdings and the
Subsidiaries included in the Information Memorandum and any other projections
and any forward-looking statements (including statements with respect to booked
business) of such entities furnished to the Lenders or the Administrative Agent
by or on behalf of Holdings or any of the Subsidiaries prior to the Closing
Date.

            "Qualified CFC Holding Company" shall mean a Wholly Owned Subsidiary
of the Borrower (a) that is a Delaware limited liability company that is treated
as a disregarded entity for U.S. federal income tax purposes, (b) the primary
asset of which consists of Equity Interests in either (i) one or more Foreign
Subsidiaries or (ii) one or more other Qualified CFC Holding Companies and (c)
has no outstanding Guarantee of Indebtedness of Holdings, the Borrower or any
Domestic Subsidiary.


                                      -39-
<PAGE>

            "Qualified Equity Interests" shall mean any Equity Interests other
than Disqualified Stock.

            "Qualified IPO" shall mean an underwritten public offering of the
Equity Interests of the Borrower, Holdings or any direct or indirect parent of
Holdings which generates cash proceeds of at least $50 million.

            "Real Property" shall mean, collectively, all right, title and
interest (including any leasehold estate) in and to any and all parcels of or
interests in real property owned in fee or leased by any Loan Party, together
with, in each case, all easements, hereditaments and appurtenances relating
thereto, and all improvements and appurtenant fixtures incidental to the
ownership or lease thereof.

            "Receivables Assets" shall mean accounts receivable (including any
bills of exchange) and related assets and property from time to time originated,
acquired or otherwise owned by the Borrower or any Subsidiary.

            "Receivables Net Investment" shall mean the aggregate cash amount
paid by the lenders or purchasers under any Permitted Receivables Financing in
connection with their purchase of, or the making of loans secured by,
Receivables Assets or interests therein, as the same may be reduced from time to
time by collections with respect to such Receivables Assets or otherwise in
accordance with the terms of the Permitted Receivables Documents (but excluding
any such collections used to make payments of items included in clause (c) of
the definition of Interest Expense); provided, however, that if all or any part
of such Receivables Net Investment shall have been reduced by application of any
distribution and thereafter such distribution is rescinded or must otherwise be
returned for any reason, such Receivables Net Investment shall be increased by
the amount of such distribution, all as though such distribution had not been
made.

            "Reference Period" shall have the meaning assigned to such term in
the definition of the term "Pro Forma Basis."

            "Refinance" shall have the meaning assigned to such term in the
definition of the term "Permitted Refinancing Indebtedness," and "Refinanced"
shall have a meaning correlative thereto.

            "Refinanced Indebtedness" shall mean the Indebtedness described on
Schedule 1.01E.

            "Register" shall have the meaning assigned to such term in Section
9.04(b).

            "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.


                                      -40-
<PAGE>

            "Related Fund" shall mean, with respect to any Lender that is a fund
that invests in bank or commercial loans and similar extensions of credit, any
other fund that invests in bank or commercial loans and similar extensions of
credit and is advised or managed by (a) such Lender, (b) an Affiliate of such
Lender or (c) an entity (or an Affiliate of such entity) that administers,
advises or manages such Lender.

            "Related Parties" shall mean, with respect to any specified person,
such person's Affiliates and the respective directors, trustees, officers,
employees, agents and advisors of such person and such person's Affiliates.

            "Release" shall mean any spilling, leaking, seepage, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, disposing, depositing, emanating or migrating in, into, onto or through
the environment.

            "Remaining Present Value" shall mean, as of any date with respect to
any lease, the present value as of such date of the scheduled future lease
payments with respect to such lease, determined with a discount rate equal to a
market rate of interest for such lease reasonably determined at the time such
lease was entered into.

            "Reportable Event" shall mean any reportable event as defined in
Section 4043(c) of ERISA or the regulations issued thereunder, other than those
events as to which the 30-day notice period referred to in Section 4043(c) of
ERISA has been waived, with respect to a Plan.

            "Required Lenders" shall mean, at any time, Lenders having (a) Loans
(other than Swingline Loans) outstanding ,(b) Revolving L/C Exposures, (c)
Swingline Exposures, and (d) Available Unused Commitments, that taken together,
represent more than 50% of the sum of (w) all Loans (other than Swingline Loans)
outstanding, (x) Revolving L/C Exposures, (y) Swingline Exposures, and (z) the
total Available Unused Commitments at such time. The Loans, Revolving L/C
Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting
Lender shall be disregarded in determining Required Lenders at any time.

            "Required Payment Date" shall have the meaning assigned to such term
in Section 2.11(f).

            "Required Percentage" shall mean, with respect to an Excess Cash
Flow Period (or Excess Cash Flow Interim Period), 50%; provided, that (a) if the
Total Net Secured Leverage Ratio at the end of the Applicable Period (or Excess
Cash Flow Interim Period) is greater than 2.50:1.00 but less than or equal to
3.25:1.00, such percentage shall be 25%, and (b) if the Total Net Secured
Leverage Ratio at the end of the Applicable Period (or Excess Cash Flow Interim
Period) is less than or equal to 2.50:1.00, such percentage shall be 0%.

            "Responsible Officer" of any person shall mean any executive officer
or Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such person in
respect of this Agreement.

            "Restricted Payments" shall have the meaning assigned to such term
in Section 6.06.


                                      -41-
<PAGE>

            "Retained Excess Cash Flow Overfunding" shall mean, at any time, in
respect of any Excess Cash Flow Interim Period as to which the corresponding
Excess Cash Flow Period has ended at such time, a portion of the cumulative
Excess Cash Flow for such Excess Cash Flow Interim Period equal to the amount,
if any, by which the Retained Percentage of Excess Cash Flow for such Excess
Cash Flow Interim Period exceeds the Retained Percentage of Excess Cash Flow for
such corresponding Excess Cash Flow Period.

            "Retained Percentage" shall mean, with respect to any Excess Cash
Flow Period (or Excess Cash Flow Interim Period), (a) 100% minus (b) the
Required Percentage with respect to such Excess Cash Flow Period (or Excess Cash
Flow Interim Period).

            "Revaluation Date" shall mean, with respect to any Alternate
Currency Letter of Credit, each of the following: (i) each date of issuance of
an Alternate Currency Letter of Credit, (ii) each date of an amendment of any
Alternate Currency Letter of Credit having the effect of increasing the amount
thereof (solely with respect to the increased amount), (iii) each date of any
payment by the Issuing Bank under any Alternate Currency Letter of Credit, and
(iv) such additional dates as the Administrative Agent or the Issuing Bank shall
determine or the Required Lenders shall require.

            "Revolving Facility" shall mean the Revolving Facility Commitments
(including any Incremental Revolving Facility Commitments) and the extensions of
credit made hereunder by the Revolving Facility Lenders.

            "Revolving Facility Borrowing" shall mean a Borrowing comprised of
Revolving Facility Loans.

            "Revolving Facility Commitment" shall mean, with respect to each
Revolving Facility Lender, the commitment of such Revolving Facility Lender to
make Revolving Facility Loans pursuant to Section 2.01, expressed as an amount
representing the maximum aggregate permitted amount of such Revolving Facility
Lender's Revolving Facility Credit Exposure hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased
from time to time pursuant to assignments by or to such Lender under Section
9.04, and (c) increased or provided under Section 2.21. The initial amount of
each Lender's Revolving Facility Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance or Incremental Assumption Agreement pursuant to
which such Lender shall have assumed its Revolving Facility Commitment (or
Incremental Revolving Facility Commitment), as applicable. The initial aggregate
amount of the Lenders' Revolving Facility Commitments prior to any Incremental
Revolving Facility Commitments) is $200 million.

            "Revolving Facility Credit Exposure" shall mean, at any time, the
sum of (a) the aggregate principal amount of the Revolving Facility Loans
outstanding at such time, (b) the Swingline Exposure at such time and (c) the
Revolving L/C Exposure at such time. The Revolving Facility Credit Exposure of
any Revolving Facility Lender at any time shall be the product of (x) such
Revolving Facility Lender's Revolving Facility Percentage and (y) the aggregate
Revolving Facility Credit Exposure of all Revolving Facility Lenders,
collectively, at such time.


                                      -42-
<PAGE>

            "Revolving Facility Lender" shall mean a Lender (including an
Incremental Revolving Facility Lender) with a Revolving Facility Commitment or
with outstanding Revolving Facility Loans.

            "Revolving Facility Loan" shall mean a Loan made by a Revolving
Facility Lender pursuant to Section 2.01.

            "Revolving Facility Maturity Date" shall mean May 29, 2013.

            "Revolving Facility Percentage" shall mean, with respect to any
Revolving Facility Lender, the percentage of the total Revolving Facility
Commitments represented by such Lender's Revolving Facility Commitment. If the
Revolving Facility Commitments have terminated or expired, the Revolving
Facility Percentages shall be determined based upon the Revolving Facility
Commitments most recently in effect, giving effect to any assignments pursuant
to Section 9.04.

            "Revolving L/C Exposure" shall mean at any time the sum of (a) the
aggregate undrawn amount of all Letters of Credit outstanding at such time
(calculated, in the case of Alternate Currency Letters of Credit, based on the
Dollar Equivalent thereof) and (b) the aggregate principal amount of all L/C
Disbursements that have not yet been reimbursed at such time (calculated, in the
case of Alternate Currency Letters of Credit, based on the Dollar Equivalent
thereof). The Revolving L/C Exposure of any Revolving Facility Lender at any
time shall mean its Revolving Facility Percentage of the aggregate Revolving L/C
Exposure at such time. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the
International Standard Practices, International Chamber of Commerce No. 590,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn. Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the stated amount of
such Letter of Credit in effect at such time; provided, that with respect to any
Letter of Credit that, by its terms or the terms of any document related
thereto, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time.

            "S&P" shall mean Standard & Poor's Ratings Group, Inc.

            "Sale and Lease-Back Transaction" shall have the meaning assigned to
such term in Section 6.03.

            "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

            "Secured Parties" shall mean the "Secured Parties" as defined in the
Collateral Agreement.

            "Securities Act" shall mean the Securities Act of 1933, as amended.


                                      -43-
<PAGE>

            "Security Documents" shall mean the Mortgages, the Collateral
Agreement, the Foreign Pledge Agreements and each of the security agreements and
other instruments and documents executed and delivered pursuant to any of the
foregoing or pursuant to Section 5.10.

            "Senior Secured Debt" at any date shall mean (i) the aggregate
principal amount of Consolidated Debt of Holdings and the Subsidiaries
outstanding at such date that consists of, without duplication, (A) Term Loans
or Revolving Facility Credit Exposure and (B) Indebtedness that in each case is
then secured by a Lien (other than Liens that are subordinated to the Liens
securing the Obligations (it being understood that such Liens may be senior in
priority to, or pari passu with, or junior in priority to, Liens securing
Indebtedness other than the Obligations) and other than Indebtedness of a
Subsidiary that is not a Loan Party secured by a Lien on assets of a Subsidiary
that is not a Loan Party), less (ii) without duplication, the Unrestricted Cash
and Permitted Investments of Holdings and the Subsidiaries on such date.

            "Senior Subordinated Note Documents" shall mean the Senior
Subordinated Notes and the Senior Subordinated Notes Indenture.

            "Senior Subordinated Notes" shall mean the Borrower's 10.5% Senior
Subordinated Notes due 2017, issued pursuant to the Senior Subordinated Notes
Indenture and any notes issued by the Borrower in exchange for, and as
contemplated by, the Senior Subordinated Notes and the related registration
rights agreement with substantially identical terms as the Senior Subordinated
Notes.

            "Senior Subordinated Notes Indenture" shall mean the Indenture dated
as of May 29, 2007 under which the Senior Subordinated Notes were issued, among
the Borrower and certain of the Subsidiaries party thereto and the trustee named
therein from time to time, as in effect on the Closing Date and as amended,
restated, supplemented or otherwise modified from time to time in accordance
with the requirements thereof and of this Agreement.

            "Senior Unsecured Note Documents" shall mean the Senior Unsecured
Notes and the Senior Unsecured Notes Indenture.

            "Senior Unsecured Notes" shall mean the Borrower's 9.25% Senior
Notes due 2015, issued pursuant to the Senior Unsecured Notes Indenture and any
notes issued by the Borrower in exchange for, and as contemplated by, the Senior
Unsecured Notes and the related registration rights agreement with substantially
identical terms as the Senior Unsecured Notes.

            "Senior Unsecured Notes Indenture" shall mean the Indenture dated as
of May 29, 2007 under which the Senior Unsecured Notes were issued, among the
Borrower and certain of the Subsidiaries party thereto and the trustee named
therein from time to time, as in effect on the Closing Date and as amended,
restated, supplemented or otherwise modified from time to time in accordance
with the requirements thereof and of this Agreement.

            "Senior Unsecured Toggle Note Documents" shall mean the Senior
Unsecured Toggle Notes and the Senior Unsecured Toggle Notes Indenture.

            "Senior Unsecured Toggle Notes" shall mean the Borrower's 9.625%
Senior Toggle Notes due 2015, issued pursuant to the Senior Unsecured Toggle
Notes Indenture and


                                      -44-
<PAGE>

any notes issued by the Borrower in exchange for, and as contemplated by, the
Senior Unsecured Toggle Notes and the related registration rights agreement with
substantially identical terms as the Senior Unsecured Toggle Notes.

            "Senior Unsecured Toggle Notes Indenture" shall mean the Indenture
dated as of May 29, 2007 under which the Senior Unsecured Toggle Notes were
issued, among the Borrower and certain of the Subsidiaries party thereto and the
trustee named therein from time to time, as in effect on the Closing Date and as
amended, restated, supplemented or otherwise modified from time to time in
accordance with the requirements thereof and of this Agreement.

            "Special Purpose Receivables Subsidiary" shall mean a direct or
indirect Subsidiary of the Borrower established in connection with a Permitted
Receivables Financing for the acquisition of Receivables Assets or interests
therein, and which is organized in a manner intended to reduce the likelihood
that it would be substantively consolidated with Holdings (prior to a Borrower
Qualified IPO), the Borrower or any of the Subsidiaries (other than Special
Purpose Receivables Subsidiaries) in the event Holdings (prior to a Borrower
Qualified IPO), the Borrower or any such Subsidiary becomes subject to a
proceeding under the U.S. Bankruptcy Code (or other insolvency law).

            "Spot Rate" for a currency means the rate determined by the
Administrative Agent or the Issuing Bank, as applicable, to be the rate quoted
by the person acting in such capacity as the spot rate for the purchase by such
person of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 a.m. on the date three Business
Days prior to the date as of which the foreign exchange computation is made (or
on such other day and time as may be mutually agreed by the Borrower and the
Administrative Agent, provided such date is not more than three Business Days
prior to the date of such computation) or if such rate cannot be computed as of
such date such other date as the Administrative Agent or the Issuing Bank shall
reasonably determine is appropriate under the circumstances; provided that the
Administrative Agent or the Issuing Bank may obtain such spot rate from another
financial institution designated by the Administrative Agent or the Issuing Bank
if the person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency.

            "Standby Letter of Credit" shall have the meaning provided in
Section 2.05(a).

            "Statutory Reserves" shall mean, with respect to any currency, any
reserve, liquid asset or similar requirements established by any Governmental
Authority of the United States of America or of the jurisdiction of such
currency or any jurisdiction in which Loans in such currency are made to which
banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund loans in such currency or by reference to
which interest rates applicable to Loans in such currency are determined.

            "Subagent" shall have the meaning assigned to such term in Section
8.02.

            "Subordinated Intercompany Debt" shall have the meaning assigned to
such term in Section 6.01(e).


                                      -45-
<PAGE>

            "subsidiary" shall mean, with respect to any person (herein referred
to as the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, directly or indirectly, owned, Controlled or held, or (b) that
is, at the time any determination is made, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

            "Subsidiary" shall mean, unless the context otherwise requires, a
subsidiary of Holdings. Notwithstanding the foregoing (and except for purposes
of Sections 3.09, 3.13, 3.15, 3.16, 5.03, 5.09 and 7.01(k), and the definition
of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall
be deemed not to be a Subsidiary of Holdings or any of the Subsidiaries for
purposes of this Agreement.

            "Subsidiary Loan Parties" shall mean (a) each Wholly-Owned Domestic
Subsidiary of Holdings on the Closing Date (other than a Wholly-Owned Domestic
Subsidiary that is a Subsidiary of a Foreign Subsidiary and other than those set
forth on Schedule 1.01F) and (b) each Wholly-Owned Domestic Subsidiary of
Holdings (other than a Wholly-Owned Domestic Subsidiary that is a Subsidiary of
a Foreign Subsidiary) that becomes, or is required to become, a party to the
Collateral Agreement after the Closing Date.

            "Subsidiary Redesignation" shall have the meaning provided in the
definition of "Unrestricted Subsidiary" contained in this Section 1.01.

            "Swap Agreement" shall mean any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided, that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of Holdings, the Borrower or any of the Subsidiaries shall be a Swap
Agreement.

            "Swingline Borrowing" shall mean a Borrowing comprised of Swingline
Loans.

            "Swingline Borrowing Request" shall mean a request by the Borrower
substantially in the form of Exhibit C-2.

            "Swingline Commitment" shall mean, with respect to each Swingline
Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant
to Section 2.04. The aggregate amount of the Swingline Commitments on the
Closing Date is $30 million.

            "Swingline Exposure" shall mean at any time the aggregate principal
amount of all outstanding Swingline Borrowings at such time. The Swingline
Exposure of any Revolving Facility Lender at any time shall mean its Revolving
Facility Percentage of the aggregate Swingline Exposure at such time.


                                      -46-
<PAGE>

            "Swingline Lender" shall mean Credit Suisse, in its capacity as a
lender of Swingline Loans.

            "Swingline Loans" shall mean the swingline loans made to the
Borrower pursuant to Section 2.04.

            "Syndication Agents" shall have the meaning assigned to such term in
the introductory paragraph of this Agreement.

            "Synthetic Lease Obligations" shall mean obligations of a Loan Party
as lessee/borrower under any transaction which is classified as an operating
lease under GAAP but as a financing for tax purposes.

            "Target" shall have the meaning assigned to such term in the
recitals hereto.

            "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties (including stamp duties), deductions, withholdings or similar
charges (including ad valorem charges) imposed by any Governmental Authority and
any and all interest and penalties related thereto.

            "Term B Borrowing" shall mean a Borrowing comprised of Term B Loans.

            "Term B Facility" shall mean the Term B Loan Commitments and the
Term B Loans made hereunder.

            "Term B Facility Maturity Date" shall mean May 29, 2014.

            "Term B Loan Commitment" shall mean with respect to each Lender, the
commitment of such Lender to make Term B Loans as set forth in Section 2.01(a)
or Incremental Term Loans in the form of Term B Loans as set forth in Section
2.01(c). The initial amount of each Lender's Term B Loan Commitment is set forth
on Schedule 2.01, or in the Assignment and Assumption or Incremental Assumption
Agreement pursuant to which such Lender shall have assumed its Term B Loan
Commitment (or its Incremental Term Commitment), as applicable. The aggregate
amount of the Term B Loan Commitments on the Closing Date is $1.450 billion.

            "Term B Loan Installment Date" shall have the meaning assigned to
such term in Section 2.10(a)(i).

            "Term B Loans" shall mean the term loans made by the Lenders to the
Borrower pursuant to Section 2.01(a) and any Incremental Term Loans in the form
of Term B Loans made by the Incremental Term Lenders to the Borrower pursuant to
Section 2.01(c).

            "Term Borrowing" shall mean any Term B Borrowing or any Incremental
Term Borrowing.

            "Term Facility" shall mean the Term B Facility and/or any or all of
the Incremental Term Facilities.


                                      -47-
<PAGE>

            "Term Facility Maturity Date" shall mean the latest of the Term B
Facility Maturity Date and any Incremental Term Facility Maturity Date.

            "Term Loan Commitment" shall mean any Term B Loan Commitment or any
Incremental Term Commitment.

            "Term Loan Installment Date" shall mean any Term B Loan Installment
Date or any Incremental Term Loan Installment Date.

            "Term Loans" shall mean the Term B Loans and/or the Incremental Term
Loans.

            "Test Period" shall mean, on any date of determination, the period
of four consecutive fiscal quarters of the Borrower then most recently ended
(taken as one accounting period).

            "Total Net Secured Leverage Ratio" means, on any date, the ratio of
(a) Senior Secured Debt as of such date to (b) EBITDA for the period of four
consecutive fiscal quarters of the Borrower most recently ended as of such date,
all determined on a consolidated basis in accordance with GAAP; provided, that
EBITDA shall be determined for the relevant Test Period on a Pro Forma Basis.

            "Trade Letter of Credit" shall have the meaning provided in Section
2.05(a).

            "Transaction Documents" shall mean the Merger Documents, the Senior
Subordinated Note Documents, the Senior Unsecured Note Documents, the Senior
Unsecured Toggle Note Documents and the Loan Documents.

            "Transaction Expenses" shall mean any fees or expenses incurred or
paid by the Fund, Holdings, the Borrower (or any direct or indirect parent of
the Borrower) or any of the Subsidiaries directly or indirectly in connection
with the Transactions, this Agreement and the other Loan Documents (including
expenses in connection with Swap Agreements) and the transactions contemplated
hereby and thereby including, without limitation, payments which are accelerated
or increased by reason of the consummation of the transactions.

            "Transactions" shall mean, collectively, the transactions to occur
pursuant to the Transaction Documents, including (a) the consummation of the
Merger; (b) the execution and delivery of the Loan Documents, the creation of
the Liens pursuant to the Security Documents, and the initial borrowings
hereunder; (c) the Equity Financing; (d) the sale and issuance of the Senior
Unsecured Notes, the Senior Unsecured Toggle Notes and the Senior Subordinated
Notes; (e) the refinancing (or discharge) of the Refinanced Indebtedness; and
(f) the payment of all fees and expenses to be paid on or prior to the Closing
Date and owing in connection with the foregoing.

            "Trust Asset Account" shall mean assets dedicated to fund deferred
compensation amounts held within the Claire's Stores, Inc. Amended and Restated
Deferred Compensation Trust, effective February 4, 2005, by and among Claire's
Stores, Inc. and La Salle Bank National Association which serves as a funding
medium for the Claire's Stores, Inc. Management


                                      -48-
<PAGE>

Deferred Compensation Plan and the Claire's Stores, Inc. 2005 Management
Deferred Compensation Plan.

            "Type" shall mean, when used in respect of any Loan or Borrowing,
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall include
the Adjusted LIBO Rate and the ABR.

            "Unfunded Pension Liability" shall mean, as of the most recent
valuation date for the applicable Plan, the excess of (1) the Plan's actuarial
present value (determined on the basis of reasonable assumptions employed by the
independent actuary for such Plan for purposes of Section 412 of the Code or
Section 302 of ERISA) of its benefit liabilities (as defined in Section
4001(a)(16) of ERISA) over (2) the fair market value of the assets of such Plan.

            "Uniform Commercial Code" shall mean the Uniform Commercial Code as
the same may from time to time be in effect in the State of New York or the
Uniform Commercial Code (or similar code or statute) of another jurisdiction, to
the extent it may be required to apply to any item or items of Collateral.

            "Unrestricted Cash" shall mean cash or cash equivalents of the
Borrower or any of the Subsidiaries that would not appear as "restricted" on a
consolidated balance sheet of the Borrower or any of the Subsidiaries.

            "Unrestricted Subsidiary" shall mean (1) any Subsidiary identified
on Schedule 1.01F and (2) any Subsidiary designated by the Borrower as an
Unrestricted Subsidiary hereunder by written notice to the Administrative Agent;
provided, that the Borrower shall only be permitted to so designate a new
Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or
Event of Default has occurred and is continuing or would result therefrom, (b)
such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by
the Borrower or any of the Subsidiaries) through Investments as permitted by,
and in compliance with, Section 6.04(j), and any prior or concurrent Investments
in such Subsidiary by the Borrower or any of the Subsidiaries shall be deemed to
have been made under Section 6.04(j), (c) without duplication of clause (b), any
assets owned by such Unrestricted Subsidiary at the time of the initial
designation thereof shall be treated as Investments pursuant to Section 6.04(j),
and (d) such Subsidiary shall have been designated an "unrestricted subsidiary"
(or otherwise not be subject to the covenants and defaults) under the Senior
Subordinated Notes Indenture, the Senior Unsecured Notes Indenture, the Senior
Unsecured Notes Indenture and any other Indebtedness in excess of $100 million
permitted to be incurred hereunder and all Permitted Refinancing Indebtedness in
respect of any of the foregoing and all Disqualified Stock; provided, further,
that at the time of the initial Investment by the Borrower or any of the
Subsidiaries in such Subsidiary, the Borrower shall designate such entity as an
Unrestricted Subsidiary in a written notice to the Administrative Agent. The
Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for
purposes of this Agreement (each, a "Subsidiary Redesignation"); provided,
further, that (i) such Unrestricted Subsidiary, both before and after giving
effect to such designation, shall be a Wholly Owned Subsidiary of the Borrower,
(ii) no Default or Event of Default has occurred and is continuing or would
result therefrom, (iii) all representations and warranties contained herein and
in the Loan Documents shall be true and correct in all material


                                      -49-
<PAGE>

respects with the same effect as though such representations and warranties have
been made on and as of the date of such Subsidiary Redesignation (both before
and after giving effect thereto), unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date and (iv) the Borrower
shall have delivered to the Administrative Agent an officer's certificate
executed by a Responsible Officer of the Borrower, certifying to the best of
such officer's knowledge, compliance with the requirements of preceding clauses
(i) through (iii), inclusive. Unrestricted Subsidiaries shall not be subject to
the affirmative or negative covenants, or Event of Default provisions contained
in this Agreement.

            "U.S. Bankruptcy Code" shall mean Title 11 of the United States
Code, as amended, or any similar federal or state law for the relief of debtors.

            "USA PATRIOT Act" shall mean the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

            "Waivable Mandatory Prepayment" shall have the meaning assigned to
such term in Section 2.11(f).

            "Wholly Owned Domestic Subsidiary" of any person shall mean a
Domestic Subsidiary of such person that is a Wholly Owned Subsidiary.

            "Wholly Owned Foreign Subsidiary" of any person shall mean a Foreign
Subsidiary of such person that is a Wholly Owned Subsidiary.

            "Wholly Owned Subsidiary" of any person shall mean a subsidiary of
such person, all of the Equity Interests of which (other than directors'
qualifying shares or nominee or other similar shares required pursuant to
applicable law) are owned by such person or another Wholly Owned Subsidiary of
such person.

            "Withdrawal Liability" shall mean liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

            "Working Capital" shall mean, with respect to Holdings and the
Subsidiaries on a consolidated basis at any date of determination, Current
Assets at such date of determination minus Current Liabilities at such date of
determination; provided, that, for purposes of calculating Excess Cash Flow,
increases or decreases in Working Capital shall be calculated without regard to
any changes in Current Assets or Current Liabilities as a result of (a) any
reclassification in accordance with GAAP of assets or liabilities, as
applicable, between current and noncurrent or (b) the effects of purchase
accounting.

            SECTION 1.02. Terms Generally. The definitions set forth or referred
to in Section 1.01 shall apply equally to both the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms. The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." All references herein to Articles, Sections,


                                      -50-
<PAGE>

Exhibits and Schedules shall be deemed references to Articles and Sections of,
and Exhibits and Schedules to, this Agreement unless the context shall otherwise
require. Except as otherwise expressly provided herein, any reference in this
Agreement to any Loan Document shall mean such document as amended, restated,
supplemented or otherwise modified from time to time in accordance with the
requirements hereof and thereof. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided, that, if the Borrower
notifies the Administrative Agent that the Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the
Closing Date in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.

            SECTION 1.03. Effectuation of Transfers. Each of the representations
and warranties of Holdings and the Borrower contained in this Agreement (and all
corresponding definitions) are made after giving effect to the Transactions,
unless the context otherwise requires.

            SECTION 1.04. Exchange Rates; Currency Equivalents. (a) The
Administrative Agent shall determine the Spot Rate as of each Revaluation Date
to be used for calculating Dollar Equivalent amounts of Alternate Currency
Letters of Credit. Such Spot Rate shall become effective as of such Revaluation
Date and shall be the Spot Rate employed in converting any amounts between the
Dollars and each Alternate Currency until the next Revaluation Date to occur.
Except for purposes of financial statements delivered by Loan Parties hereunder
or except as otherwise provided herein, the applicable amount of any currency
(other than Dollars) for purposes of the Loan Documents shall be such Dollar
Equivalent amount as so determined by the Administrative Agent. No Default or
Event of Default shall arise as a result of any limitation or threshold set
forth in U.S. Dollars in Article VI or paragraph (f) or (j) of Section 7.01
being exceeded solely as a result of changes in currency exchange rates from
those rates applicable on the first day of the fiscal quarter in which such
determination occurs or in respect of which such determination is being made.

            (b) Wherever in this Agreement in connection with an Alternate
Currency Letter of Credit, an amount, such as a required minimum or multiple
amount, is expressed in Dollars, such amount shall be the Dollar Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternate Currency, with
0.5 of a unit being rounded upward), as determined by the Administrative Agent.


                                      -51-
<PAGE>

                                   ARTICLE II

                                   The Credits

            SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein:

            (a) each Lender agrees to make Term B Loans to the Borrower on the
Closing Date in a principal amount not to exceed its Term B Loan Commitment;

            (b) each Lender agrees to make Revolving Facility Loans to the
Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in (i) such Lender's Revolving Facility
Credit Exposure exceeding such Lender's Revolving Facility Commitment or (ii)
the Revolving Facility Credit Exposure exceeding the total Revolving Facility
Commitments; provided, that the aggregate principal amount of Revolving Facility
Loans made on the Closing Date shall not exceed $5.0 million. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Facility Loans; and

            (c) each Lender having an Incremental Term Loan Commitment agrees,
subject to the terms and conditions set forth in the applicable Incremental
Assumption Agreement, to make Incremental Term Loans to the Borrower, in an
aggregate principal amount not to exceed its Incremental Term Loan Commitment.

            (d) Amounts borrowed under Section 2.01(a) or Section 2.01(c) and
repaid or prepaid may not be reborrowed.

            SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as
part of a Borrowing consisting of Loans under the same Facility and of the same
Type made by the Lenders ratably in accordance with their respective Commitments
under the applicable Facility (or, in the case of Swingline Loans, in accordance
with their respective Swingline Commitments); provided, however, that Revolving
Facility Loans shall be made by the Revolving Facility Lenders ratably in
accordance with their respective Revolving Facility Percentages on the date such
Loans are made hereunder. The failure of any Lender to make any Loan required to
be made by it shall not relieve any other Lender of its obligations hereunder;
provided, that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

            (b) Subject to Section 2.14, each Borrowing (other than a Swingline
Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the
Borrower may request in accordance herewith. Each Swingline Borrowing shall be
an ABR Borrowing. Each Lender at its option may make any ABR Loan or
Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided, that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement and such Lender shall not be entitled to any amounts
payable under Section 2.15 or 2.17 solely in respect of increased costs
resulting from such exercise and existing at the time of such exercise.


                                      -52-
<PAGE>

            (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Facility Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. At the time that each ABR Revolving Facility Borrowing is
made, such Borrowing shall be in an aggregate amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum;
provided, that an ABR Revolving Facility Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the Revolving Facility Commitments
or that is required to finance the reimbursement of an L/C Disbursement as
contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount
that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. Borrowings of more than one Type and under more than one
Facility may be outstanding at the same time; provided, that there shall not at
any time be more than a total of (i) 10 Eurocurrency Borrowings outstanding
under the Term Facility and (ii) 10 Eurocurrency Borrowings outstanding under
the Revolving Facility.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Facility Maturity Date or the applicable Term Facility
Maturity Date, as applicable.

            SECTION 2.03. Requests for Borrowings. To request a Revolving
Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business
Days before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, not later than 12:00 noon, Local Time, one Business Day before the
date of the proposed Borrowing; provided, that any such notice of an ABR
Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement
as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local
Time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

            (i) whether such Borrowing is to be a Borrowing of Revolving
      Facility Loans, Other Revolving Loans, Term B Loans or Other Term Loans;

            (ii) the aggregate amount of the requested Borrowing;

            (iii) the date of such Borrowing, which shall be a Business Day;

            (iv) whether such Borrowing is to be an ABR Borrowing or a
      Eurocurrency Borrowing;

            (v) in the case of a Eurocurrency Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period"; and


                                      -53-
<PAGE>

            (vi) the location and number of the Borrower's account to which
      funds are to be disbursed.

If no election as to the Type of Revolving Facility Borrowing is specified, then
the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurocurrency
Borrowing, then the Borrower shall be deemed to have selected an Interest Period
of one month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

            SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Loans exceeding the
Swingline Commitment or (ii) the Revolving Facility Credit Exposure exceeding
the total Revolving Facility Commitments; provided, that the Swingline Lender
shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Borrowing. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans.

            (b) To request a Swingline Borrowing, the Borrower shall notify the
Swingline Lender, with copy to the Administrative Agent, of such request by
telephone (confirmed by a Swingline Borrowing Request by telecopy), not later
than 1:00 p.m., Local Time, on the day of a proposed Swingline Borrowing. Each
such notice and Swingline Borrowing Request shall be irrevocable and shall
specify (i) the requested date (which shall be a Business Day) and (ii) the
amount of the requested Swingline Borrowing. The Swingline Lender shall consult
with the Administrative Agent as to whether the making of the Swingline Loan is
in accordance with the terms of this Agreement prior to the Swingline Lender
funding such Swingline Loan. The Swingline Lender shall make each Swingline Loan
in accordance with Section 2.02(a) on the proposed date thereof by wire transfer
of immediately available funds by 4:00 p.m., Local Time, to the account of the
Borrower (or, in the case of a Swingline Borrowing made to finance the
reimbursement of an L/C Disbursement as provided in Section 2.05(e), by
remittance to the applicable Issuing Bank).

            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day
require the Revolving Facility Lenders to acquire participations on such
Business Day in all or a portion of the outstanding Swingline Loans made by it.
Such notice shall specify the aggregate amount of such Swingline Loans in which
the Revolving Facility Lenders will participate. Promptly upon receipt of such
notice, the Administrative Agent will give notice thereof to each such Lender,
specifying in such notice such Revolving Facility Lender's Revolving Facility
Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent for the account of the Swingline
Lender, such Revolving Facility Lender's Revolving Facility Percentage of such
Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees
that its respective obligation to acquire participations in Swingline Loans
pursuant to this paragraph is


                                      -54-
<PAGE>

absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or reduction
or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Facility Lender shall comply with its obligation under this paragraph
by wire transfer of immediately available funds, in the same manner as provided
in Section 2.06 with respect to Loans made by such Revolving Facility Lender
(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Revolving Facility Lenders. The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender. Any amounts received by the Swingline Lender from
the Borrower (or other party on behalf of the Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Revolving Facility Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear; provided, that any such payment so
remitted shall be repaid to the Swingline Lender or to the Administrative Agent,
as applicable, if and to the extent such payment is required to be refunded to
the Borrower for any reason. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the
payment thereof.

            SECTION 2.05. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Borrower, for its own benefit or for the
benefit of any Subsidiary, may request the issuance of (x) trade letters of
credit in support of trade obligations of the Borrower and the Subsidiaries
incurred in the ordinary course of business (such letters of credit issued for
such purposes, "Trade Letters of Credit") and (y) standby letters of credit
issued for any other lawful purposes of the Borrower and the Subsidiaries (such
letters of credit issued for such purposes, "Standby Letters of Credit") for its
own account or for the account of any Subsidiary in a form reasonably acceptable
to the applicable Issuing Bank, at any time and from time to time during the
Availability Period and prior to the date that is five Business Days prior to
the Revolving Facility Maturity Date. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, an Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.
Unless otherwise expressly agreed by the Issuing Bank and the Borrower, when a
Letter of Credit is issued (including any such agreement applicable to an
Existing Letter of Credit), (i) the rules of the International Standby Practices
shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance, shall apply to each
Trade Letter of Credit. "Letters of Credit" shall include Trade Letters of
Credit and Standby Letters of Credit.

            (b) Notice of Issuance, Amendment, Renewal, Extension: Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal (other than an automatic extension in accordance with paragraph (c) of
this Section) or extension of an outstanding Letter of Credit), the Borrower
shall hand deliver or telecopy (or transmit by


                                      -55-
<PAGE>

electronic communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to the applicable Issuing Bank and the Administrative
Agent (three Business Days in advance of the requested date of issuance,
amendment or extension or such shorter period as the Administrative Agent and
the Issuing Bank in their sole discretion may agree) a Letter of Credit Request,
or identifying the Letter of Credit to be amended or extended, and specifying
the date of issuance, amendment or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount and currency (which may be Dollars or
an Alternate Currency) of such Letter of Credit, the name and address of the
beneficiary thereof, whether such letter of credit constitutes a Standby Letter
of Credit or a Trade Letter of Credit, and such other information as shall be
necessary to issue, amend or extend such Letter of Credit. If requested by the
applicable Issuing Bank, the Borrower also shall submit a letter of credit
application on such Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended or extended
only if (and upon issuance, amendment or extension of each Letter of Credit the
Borrower shall be deemed to represent and warrant that), after giving effect to
such issuance, amendment or extension (i) the Revolving L/C Exposure shall not
exceed the Letter of Credit Sublimit, (ii) the Revolving Facility Credit
Exposure shall not exceed the total Revolving Facility Commitments and (iii) no
Alternate Currency Letter of Credit shall be issued if, after giving effect
thereto, the aggregate amount of L/C Exposure with respect to all Alternate
Currency Letters of Credit would exceed $30 million.

            (c) Expiration Date. Each Standby Letter of Credit shall expire at
or prior to the close of business on the earlier of (i) the date one year
(unless otherwise agreed upon by the Administrative Agent and the relevant
Issuing Bank in their sole discretion) after the date of the issuance of such
Standby Letter of Credit (or, in the case of any renewal or extension thereof,
one year (unless otherwise agreed upon by the Administrative Agent and the
relevant Issuing Bank in their sole discretion) after such renewal or extension)
and (ii) the date that is five Business Days prior to the Revolving Facility
Maturity Date; provided, that any Standby Letter of Credit with one year tenor
may provide for automatic extension thereof for additional one year periods
(which, in no event, shall extend beyond the date referred to in clause (ii) of
this paragraph (c)) so long as such Standby Letter of Credit permits the Issuing
Bank to prevent any such extension at least once in each twelve-month period
(commencing with the date of issuance of such Standby Letter of Credit) by
giving prior notice to the beneficiary thereof within a time period during such
twelve-month period to be agreed upon at the time such Standby Letter of Credit
is issued; provided, further, that if the Issuing Bank and the Administrative
Agent each consent in their sole discretion, the expiration date on any Standby
Letter of Credit may extend beyond the date referred to in clause (ii) above,
provided, that (x) if any such Standby Letter of Credit is outstanding or is
issued after the date that is 30 days prior to the Revolving Facility Maturity
Date the Borrower shall provide cash collateral pursuant to documentation
reasonably satisfactory to the Administrative Agent and the relevant Issuing
Bank in an amount equal to 105% of the face amount of each such Standby Letter
of Credit or provide a back-to-back letter of credit, in form and substance and
from an issuing bank satisfactory to the relevant Issuing Bank on or prior to
the date that is 30 days prior to the Revolving Facility Maturity Date or, if
later, such date of issuance and (y) each Revolving Lender's participation in
any undrawn Letter of Credit that is outstanding on the Revolving Facility
Maturity Date shall terminate on the Revolving Facility Maturity Date. Each
Trade Letter of Credit shall expire on the earlier of (x)


                                      -56-
<PAGE>

180 days after such Trade Letter of Credit's date of issuance or (y) the date
five Business Days prior to the Revolving Facility Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Revolving
Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility
Lender, and each Revolving Facility Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Revolving Facility
Lender's Revolving Facility Percentage of the aggregate amount available to be
drawn under such Letter of Credit (calculated, in the case of Alternate Currency
Letters of Credit, based on the Dollar Equivalent thereof). In consideration and
in furtherance of the foregoing, each Revolving Facility Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the applicable Issuing Bank, in Dollars, such Revolving Facility
Lender's Revolving Facility Percentage of each L/C Disbursement made by such
Issuing Bank and not reimbursed by the Borrower on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the Borrower for any reason (calculated, in the case of any
Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof).
Each Revolving Facility Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or Event of
Default or reduction or termination of the Commitments or the fact that, as a
result of changes in currency exchange rates, such Revolving Facility Lender's
Revolving Facility Credit Exposure at any time might exceed its Revolving
Facility Commitment at such time (in which case Section 2.11(f) would apply),
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

            (e) Reimbursement. If the applicable Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
L/C Disbursement by paying to the Administrative Agent an amount in Dollars
equal to such L/C Disbursement (or, in the case of a Alternate Currency Letter
of Credit, the Dollar Equivalent thereof) not later than 2:00 p.m., Local Time,
on the next Business Day after the Borrower receives notice under paragraph (g)
of this Section of such L/C Disbursement, together with accrued interest thereon
from the date of such L/C Disbursement at the rate applicable to ABR Loans;
provided, that the Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03 or 2.04 that such payment
be financed with an ABR Revolving Facility Borrowing or a Swingline Borrowing,
as applicable, in an equivalent amount and, to the extent so financed, the
Borrower's obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Facility Borrowing or Swingline Borrowing. If the
Borrower fails to reimburse any L/C Disbursement when due, then the
Administrative Agent shall promptly notify the applicable Issuing Bank and each
other Revolving Facility Lender of the applicable L/C Disbursement, the payment
then due from the Borrower in respect thereof and, in the case of a Revolving
Facility Lender, such Lender's Revolving Facility Percentage thereof. Promptly
following receipt of such notice, each Revolving Facility Lender shall pay to
the Administrative Agent in Dollars its Revolving Facility Percentage of the
payment then due from the Borrower in the same manner as provided in Section
2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply,
mutatis


                                      -57-
<PAGE>

mutandis, to the payment obligations of the Revolving Facility Lenders), and the
Administrative Agent shall promptly pay to the applicable Issuing Bank the
amounts so received by it from the Revolving Facility Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the applicable Issuing Bank or, to the extent that Revolving Facility
Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Bank, then to such Lenders and such Issuing Bank as their interests may appear.
Any payment made by a Revolving Facility Lender pursuant to this paragraph to
reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an
ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such L/C Disbursement.

            (f) Obligations Absolute. The obligation of the Borrower to
reimburse L/C Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does not
comply with the terms of such Letter of Credit or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower's obligations
hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank,
nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of such Issuing Bank, or any of the circumstances referred to in
clauses (i), (ii) or (iii) of the first sentence; provided, that the foregoing
shall not be construed to excuse the applicable Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are determined
by a decision of a court of competent jurisdiction to have been caused by such
Issuing Bank's failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the applicable Issuing Bank,
such Issuing Bank shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, the applicable Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.


                                      -58-
<PAGE>

            (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall
promptly notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy) of any such demand for payment under a Letter of Credit
and whether such Issuing Bank has made or will make an L/C Disbursement
thereunder; provided, that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse such Issuing Bank
and/or the Revolving Facility Lenders with respect to any such L/C Disbursement.

            (h) Interim Interest. If an Issuing Bank shall make any L/C
Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in
full on the date such L/C Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such L/C Disbursement is
made to but excluding the date that the Borrower reimburses such L/C
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided, that, if such L/C Disbursement is not reimbursed by the Borrower when
due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
applicable Issuing Bank, except that interest accrued on and after the date of
payment by any Revolving Facility Lender pursuant to paragraph (e) of this
Section to reimburse such Issuing Bank shall be for the account of such
Revolving Facility Lender to the extent of such payment.

            (i) Replacement of an Issuing Bank. An Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of an Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12. From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the replaced
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of such
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement but shall not be required to issue additional Letters
of Credit.

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, (i) in the case of an Event of Default described in Section
7.01(h) or (i), on the Business Day or (ii) in the case of any other Event of
Default, on the third Business Day, in each case, following the date on which
the Borrower receives notice from the Administrative Agent (or, if the maturity
of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C
Exposure representing greater than 50% of the total Revolving L/C Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with or at the direction of the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash in Dollars equal to the Revolving L/C
Exposure as of such date plus any accrued and unpaid interest thereon; provided,
that upon the occurrence of any Event of Default with respect to the Borrower
described in clause (h) or (i) of


                                      -59-
<PAGE>

Section 7.01, the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind. Each such deposit pursuant
to this paragraph shall be held by the Collateral Agent as collateral for the
payment and performance of the obligations of the Borrower under this Agreement.
The Administrative Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over such account. Other than any interest
earned on the investment of such deposits, which investments shall be made at
the option and sole discretion of (i) for so long as an Event of Default shall
be continuing, the Administrative Agent and (ii) at any other time, the
Borrower, in each case, in Permitted Investments and at the risk and expense of
the Borrower, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse each Issuing
Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed
and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the Revolving L/C Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Facility Lenders with Revolving L/C Exposure representing
greater than 50% of the total Revolving L/C Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

            (k) Additional Issuing Banks. From time to time, the Borrower may by
notice to the Administrative Agent designate any Lender (in addition to Credit
Suisse) that may agree (in its sole discretion) to act in such capacity and is
reasonably satisfactory to the Administrative Agent as an Issuing Bank. Each
such additional Issuing Bank shall execute a counterpart of this Agreement upon
the approval of the Administrative Agent (which approval shall not be
unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all
purposes. The Borrower can, in its sole discretion, request the issuance of a
Letter of Credit from any Issuing Bank.

            (l) Reporting. Unless otherwise requested by the Administrative
Agent, each Issuing Bank shall (i) provide to the Administrative Agent copies of
any notice received from the Borrower pursuant to Section 2.05(b) no later than
the next Business Day after receipt thereof and (ii) report in writing to the
Administrative Agent (A) on or prior to each Business Day on which such Issuing
Bank expects to issue, amend or extend any Letter of Credit, the date of such
issuance, amendment or extension, and the aggregate face amount of the Letters
of Credit to be issued, amended or extended by it and outstanding after giving
effect to such issuance, amendment or extension occurred (and whether the amount
thereof changed), and the Issuing Bank shall be permitted to issue, amend or
extend such Letter of Credit if the Administrative Agent shall not have advised
the Issuing Bank that such issuance, amendment or extension would not be in
conformity with the requirements of this Agreement, (B) on each Business Day on
which such Issuing Bank makes any L/C Disbursement, the date of such L/C
Disbursement and the amount of such L/C Disbursement and (C) on any other
Business Day, such other information with respect to the outstanding Letters of
Credit issued by such Issuing Bank as the Administrative Agent shall reasonably
request, including but not limited to prompt verification of such information as
may be requested by the Administrative Agent. Upon request from time


                                      -60-
<PAGE>

to time by any Lender, the Administrative Agent shall provide information with
respect to the current amount of Letters of Credit outstanding.

            SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, Local Time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided, that Swingline Loans shall be made as provided in
Section 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower as specified in the Borrowing Request; provided, that
ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement
of an L/C Disbursement and reimbursements as provided in Section 2.05(e) shall
be remitted by the Administrative Agent to the applicable Issuing Bank.

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand (without duplication) such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of (A) the
Federal Funds Rate and (B) a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation or (ii) in the
case of the Borrower, the interest rate applicable to ABR Loans at such time. If
such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

            SECTION 2.07. Interest Elections. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurocurrency Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided
in this Section. The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which
may not be converted or continued.

            (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by


                                      -61-
<PAGE>

hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in the form of Exhibit D and signed by the Borrower.

            (c) Each telephonic and written Interest Election Request shall be
irrevocable and shall specify the following information in compliance with
Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
      Eurocurrency Borrowing; and

            (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by clause (a) of the
      definition of the term "Interest Period."

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender to which such Interest Election
Request relates of the details thereof and of such Lender's portion of each
resulting Borrowing.

            (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the written request (including a request through electronic means) of the
Required Lenders, so notifies the Borrower, then, so long as an Event of Default
is continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall
be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

            SECTION 2.08. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Revolving Facility Commitments shall terminate on the
Revolving Facility Maturity Date.

            (b) The Borrower may at any time terminate, or from time to time
reduce, the Revolving Facility Commitments; provided, that (i) each reduction of
the Revolving Facility Commitments shall be in an amount that is an integral
multiple of $1.0 million and not less than


                                      -62-
<PAGE>

$5.0 million (or, if less, the remaining amount of the Revolving Facility
Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving
Facility Commitments if, after giving effect to any concurrent prepayment of the
Revolving Facility Loans in accordance with Section 2.11, the Revolving Facility
Credit Exposure would exceed the total Revolving Facility Commitments.

            (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Revolving Facility Commitments under
paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the applicable Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided, that a notice of termination of the Revolving Facility
Commitments delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Lenders in accordance with
their respective Commitments.

            SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Revolving Facility Lender the then unpaid principal amount of
each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity
Date, (ii) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Term Loan of such Lender as provided in Section
2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each
Swingline Loan on the Revolving Facility Maturity Date.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Facility and Type
thereof and the Interest Period (if any) applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) any amount received by the
Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided, that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that Loans made by it be evidenced by a
promissory note (a "Note"). In such event, the Borrower shall prepare, execute
and deliver to


                                      -63-
<PAGE>

such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent and reasonably acceptable to the
Borrower. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

                  SECTION 2.10. Repayment of Term Loans and Revolving Facility
Loans. (a) Subject to the other paragraphs of this Section, (i) the Borrower
shall repay Term B Borrowings on each date set forth below in the aggregate
principal amount set forth opposite such date or, if such date is not a Business
Day, the next preceding Business Day (each such date being referred to as a
"Term B Loan Installment Date"):

                                                           Amount of Term B
       Date                                           Borrowings to Be Repaid
---------------------------------                   --------------------------
September 30, 2007                                           $3,625,000
December 31, 2007                                            $3,625,000
March 31, 2008                                               $3,625,000
June 30, 2008                                                $3,625,000
September 30, 2008                                           $3,625,000
December 31, 2008                                            $3,625,000
March 31, 2009                                               $3,625,000
June 30, 2009                                                $3,625,000
September 30, 2009                                           $3,625,000
December 31, 2009                                            $3,625,000
March 31, 2010                                               $3,625,000
June 30, 2010                                                $3,625,000
September 30, 2010                                           $3,625,000
December 31, 2010                                            $3,625,000
March 31, 2011                                               $3,625,000
June 30, 2011                                                $3,625,000
September 30, 2011                                           $3,625,000
December 31, 2011                                            $3,625,000
March 31, 2012                                               $3,625,000
June 30, 2012                                                $3,625,000
September 30, 2012                                           $3,625,000
December 31, 2012                                            $3,625,000
March 31, 2013                                               $3,625,000
June 30, 2013                                                $3,625,000
September 30, 2013                                           $3,625,000
December 31, 2013                                            $3,625,000
March 31, 2014                                               $3,625,000
Term B Facility Maturity Date                            $1,352,125,000

            (ii) in the event that any Incremental Term Loans are made on an
      Increased Amount Date, the Borrower shall repay such Incremental Term
      Loans on the dates and in


                                      -64-
<PAGE>

      the amounts set forth in the Incremental Assumption Agreement (each such
      date being referred to as an "Incremental Term Loan Installment Date");
      and

            (iii) to the extent not previously paid, outstanding Term Loans
      shall be due and payable on the applicable Term Facility Maturity Date.

            (b) To the extent not previously paid, outstanding Revolving
Facility Loans shall be due and payable on the Revolving Facility Maturity Date.

            (c) Prepayment of the Term Loans from:

            (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash
      Flow pursuant to Section 2.11(c) shall be applied (x) to reduce in order
      of maturity the unpaid quarterly scheduled amortization payments under
      clause (a) above for the next 48 calendar months and (y) thereafter, to
      reduce on a pro rata basis (based on the amount of such amortization
      payments) the remaining scheduled amortization payments in respect of Term
      Loans, and

            (ii) any optional prepayments of the Term Loans pursuant to Section
      2.11(a) shall be applied to the remaining installments of the Term Loans
      as the Borrowers may direct.

            (d) Any mandatory prepayment of Term Loans pursuant to Section
2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment
is allocated among the Term B Loans and Other Term Loans, if any, pro rata based
on the aggregate principal amount of outstanding Term B Loans and Other Term
Loans, if any (unless, with respect to Other Term Loans, the Incremental
Assumption Agreement relating thereto does not so require) irrespective of
whether such outstanding Term Loans are Base Rate Loans or Eurodollar Rate
Loans; provided that if no Lenders exercise the right to waive a given mandatory
prepayment of the Term Loans pursuant to Section 2.11(f), then, with respect to
such mandatory prepayment, prior to the repayment of any Term Loan, the Borrower
may select the Borrowing or Borrowings to be repaid and shall notify the
Administrative Agent by telephone (confirmed by telecopy) of such selection not
later than 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, one
Business Day before the scheduled date of such repayment and (ii) in the case of
a Eurocurrency Borrowing, three Business Days before the scheduled date of such
repayment. Prior to any repayment of any Revolving Facility Loans, the Borrower
shall select the Borrowing or Borrowings under the Revolving Facility to be
repaid and shall notify the Administrative Agent by telephone (confirmed by
telecopy) of such selection not later than 1:00 p.m., Local Time, (i) in the
case of an ABR Borrowing, one Business Day before the scheduled date of such
repayment and (ii) in the case of a Eurocurrency Borrowing, three Business Days
before the scheduled date of such repayment. Each repayment of a Borrowing (x)
in the case of the Revolving Facility, shall be applied to the Revolving
Facility Loans included in the repaid Borrowing such that each Revolving
Facility Lender receives its ratable share of such repayment (based upon the
respective Revolving Facility Credit Exposures of the Revolving Facility Lenders
at the time of such repayment) and (y) in all other cases, shall be applied
ratably to the Loans included in the repaid Borrowing. Notwithstanding anything
to the contrary in the immediately preceding sentence, prior to any repayment of
a Swingline Loan hereunder, the


                                      -65-
<PAGE>

Borrower shall select the Borrowing or Borrowings to be repaid and shall notify
the Administrative Agent by telephone (confirmed by telecopy) of such selection
not later than 1:00 p.m., Local Time, on the scheduled date of such repayment.
Repayments of Eurocurrency Borrowings shall be accompanied by accrued interest
on the amount repaid.

            SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Loan in whole or in part,
without premium or penalty (but subject to Section 2.16), in an aggregate
principal amount that is an integral multiple of the Borrowing Multiple and not
less than the Borrowing Minimum or, if less, the amount outstanding, subject to
prior notice in accordance with Section 2.10(d), which notice shall be
irrevocable except to the extent conditioned on a refinancing of all or any
portion of the Facilities.

            (b) The Borrower shall apply all Net Proceeds promptly upon receipt
thereof to prepay Term Loans in accordance with paragraphs (c) and (d) of
Section 2.10. Notwithstanding the foregoing, the Borrower may retain Net
Proceeds pursuant to clause (b) of the definition thereof, provided, that the
Total Net Secured Leverage Ratio on the last day of the Borrower's then most
recently completed fiscal quarter for which financial statements are available
shall be less than or equal to 3.00 to 1.00.

            (c) Not later than 90 days after the end of each Excess Cash Flow
Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow
Period and shall apply an amount equal to (i) the Required Percentage of such
Excess Cash Flow, minus (ii) to the extent not financed, using the proceeds of,
without duplication, the incurrence of Indebtedness and the sale or issuance of
any Equity Interests (including any capital contributions), the sum of (A) the
amount of any voluntary prepayments during such Excess Cash Flow Period of Term
Loans (and with respect to the Excess Cash Flow Period ending January 31, 2009,
plus the amount of any voluntary prepayments of Term Loans made prior to such
Excess Cash Flow Period) and (B) the amount of any permanent voluntary
reductions during such Excess Cash Flow Period of Revolving Facility Commitments
to the extent that an equal amount of Revolving Facility Loans was
simultaneously repaid, to prepay Term Loans in accordance with paragraphs (c)
and (d) of Section 2.10. Not later than the date on which the Borrower is
required to deliver financial statements with respect to the end of each Excess
Cash Flow Period under Section 5.04(a), the Borrower will deliver to the
Administrative Agent a certificate signed by a Financial Officer of the Borrower
setting forth the amount, if any, of Excess Cash Flow for such fiscal year and
the calculation thereof in reasonable detail.

            (d) In the event and on such occasion that the total Revolving
Facility Credit Exposure exceeds the total Revolving Facility Commitments, the
Borrower shall prepay Revolving Facility Borrowings or Swingline Borrowings (or,
if no such Borrowings are outstanding, deposit cash collateral in an account
with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate
amount equal to such excess.

            (e) In the event and on such occasion as the Revolving L/C Exposure
exceeds the Letter of Credit Sublimit, the Borrower shall deposit cash
collateral in an account with the Administrative Agent pursuant to Section
2.05(j) in an amount equal to such excess.


                                      -66-
<PAGE>

            (f) Anything contained herein to the contrary notwithstanding, in
the event the Borrower is required to make any mandatory prepayment (a "Waivable
Mandatory Prepayment") of the Term Loans, not less than three Business Days
prior to the date (the "Required Prepayment Date") on which the Borrower elects
(or is otherwise required) to make such Waivable Mandatory Prepayment, the
Borrower shall notify Administrative Agent of the amount of such prepayment, and
Administrative Agent will promptly thereafter notify each Lender holding an
outstanding Term Loan of the amount of such Lender's pro rata share of such
Waivable Mandatory Prepayment and such Lender's option to refuse such amount.
Each such Lender may exercise such option by giving written notice to the
Administrative Agent of its election to do so on or before the second Business
Day prior to the Required Prepayment Date (it being understood that any Lender
which does not notify the Administrative Agent of its election to exercise such
option on or before the first Business Day prior to the Required Prepayment Date
shall be deemed to have elected, as of such date, not to exercise such option).
On the Required Prepayment Date, the Borrower shall pay to Administrative Agent
the amount of the Waivable Mandatory Prepayment, which amount shall be applied
(i) in an amount equal to that portion of the Waivable Mandatory Prepayment
payable to those Lenders that have elected not to exercise such option (each, a
"Declining Lender"), to prepay the Term Loans of such Declining Lenders (which
prepayment shall be applied to the scheduled Installments of principal of the
Term Loans in accordance with Section 2.11(b)), and (ii) in an amount equal to
that portion of the Waivable Mandatory Prepayment otherwise payable to those
Lenders that have elected to exercise such option, to the Borrower.

            (g) If as a result of changes in currency exchange rates, on any
Revaluation Date, (i) the total Revolving Facility Credit Exposure exceeds the
total Revolving Facility Commitments, (ii) the Revolving L/C Exposure exceeds
the Letter of Credit Sublimit or (iii) the Revolving L/C Exposure with respect
to all Alternate Currency Letters of Credit exceeds $30 million, the Borrower
shall within 5 days of such Revaluation Date (A) prepay Revolving Facility
Borrowings or Swingline Borrowings or (B) deposit cash collateral in an account
with the Administrative Agent pursuant to Section 2.05(j), in an aggregate
amount such that the applicable exposure does not exceed the applicable
commitment, sublimit or amount set forth above.

            SECTION 2.12. Fees. (a) The Borrower agrees to pay to each Lender
(other than any Defaulting Lender), through the Administrative Agent, on
September 28, 2007 and on the last Business Day of each March, June, September
and December thereafter, and three Business Days after the date on which the
Revolving Facility Commitments of all the Lenders shall be terminated as
provided herein, a facility fee (a "Facility Fee") on the daily amount of the
Revolving Facility Commitment of such Lender during the preceding quarter (or
other period commencing with the Closing Date or ending with the date on which
the last of the Commitments of such Lender shall be terminated) at a rate equal
to the Applicable Facility Fee. All Facility Fees shall be computed on the basis
of the actual number of days elapsed in a year of 360 days. The Facility Fee due
to each Lender shall commence to accrue on the Closing Date and shall cease to
accrue on the date on which the last of the Commitments of such Lender shall be
terminated as provided herein.

            (b) The Borrower from time to time agrees to pay (i) to each
Revolving Facility Lender (other than any Defaulting Lender), through the
Administrative Agent, on


                                      -67-
<PAGE>

September 28, 2007 and on the last Business Day of each March, June, September
and December thereafter and three Business Days after the date on which the
Revolving Facility Commitments of all the Lenders shall be terminated as
provided herein, a fee (an "L/C Participation Fee") on such Lender's Revolving
Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the
portion thereof attributable to unreimbursed L/C Disbursements), during the
preceding quarter (or shorter period commencing with the Closing Date or ending
with the Revolving Facility Maturity Date or the date on which the Revolving
Facility Commitments shall be terminated) at the rate per annum equal to the
Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for
each day in such period, it being agreed that, notwithstanding anything to the
contrary in Section 1.04, in calculating the Dollar Equivalent amount of
Alternate Currency Letters of Credit, the Administrative Agent may elect to
employ the Spot Rate determined on the date such L/C Participation Fees are
determined retroactively to each day for which such L/C Participation Fee is
calculated and (ii) to each Issuing Bank, for its own account (x) on September
28, 2007 and on the last Business Day of each March, June, September and
December thereafter and three Business Days after the date on which the
Revolving Facility Commitments of all the Lenders shall be terminated as
provided herein, a fronting fee in respect of each Letter of Credit issued by
such Issuing Bank for the period from and including the date of issuance of such
Letter of Credit to and including the termination of such Letter of Credit,
computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of
such Letter of Credit), plus (y) in connection with the issuance, amendment or
transfer of any such Letter of Credit or any L/C Disbursement thereunder, such
Issuing Bank's customary documentary and processing fees and charges
(collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank
Fees that are payable in Dollars on a per annum basis shall be computed on the
basis of the actual number of days elapsed in a year of 360 days.

            (c) The Borrower agrees to pay to the Administrative Agent, for the
account of the Administrative Agent, the agency fees set forth in the Fee
Letter, as amended, restated, supplemented or otherwise modified from time to
time, at the times specified therein (the "Administrative Agent Fees").

            (d) All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders, except that Issuing Bank Fees shall be paid
directly to the applicable Issuing Banks. Once paid, none of the Fees shall be
refundable under any circumstances.

            SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the ABR plus the
Applicable Margin.

            (b) The Loans comprising each Eurocurrency Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin.

            (c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any Fees or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding


                                      -68-
<PAGE>

paragraphs of this Section or (ii) in the case of any other amount, 2% plus the
rate applicable to ABR Loans as provided in paragraph (a) of this Section;
provided, that this paragraph (c) shall not apply to any Event of Default that
has been waived by the Lenders pursuant to Section 9.08.

            (d) Accrued interest on each Loan shall be payable in arrears (i) on
each Interest Payment Date for such Loan, (ii) in the case of Revolving Facility
Loans, upon termination of the Revolving Facility Commitments and (iii) in the
case of the Term Loans, on the applicable Term Facility Maturity Date; provided,
that (i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Revolving Loan or Swingline Loan prior to the
end of the Availability Period), accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any conversion of any Eurocurrency Loan prior to the end
of the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.

            (e) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the ABR at times when
the ABR is based on the prime rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day). The applicable ABR, Adjusted LIBO Rate or LIBO Rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent
manifest error.

            SECTION 2.14. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:

            (a) the Administrative Agent determines (which determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
      applicable, for such Interest Period; or

            (b) the Administrative Agent is advised by the Required Lenders
      under the Revolving Facility that the Adjusted LIBO Rate or the LIBO Rate,
      as applicable, for such Interest Period will not adequately and fairly
      reflect the cost to such Lenders of making or maintaining their Loans
      included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurocurrency Borrowing denominated in such
currency shall be ineffective and such Borrowing shall be converted to or
continued as on the last day of the Interest Period applicable thereto an ABR
Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing,
such Borrowing shall be made as an ABR Borrowing.

            SECTION 2.15. Increased Costs. (a) If any Change in Law shall:


                                      -69-
<PAGE>

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate) or Issuing Bank; or

            (ii) impose on any Lender or Issuing Bank or the London interbank
      market any other condition affecting this Agreement or Eurocurrency Loans
      made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or Issuing
Bank hereunder (whether of principal, interest or otherwise), then the Borrower
will pay to such Lender or Issuing Bank, as applicable, such additional amount
or amounts as will compensate such Lender or Issuing Bank, as applicable, for
such additional costs incurred or reduction suffered.

            (b) If any Lender or Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or Issuing Bank's capital or on the capital of such
Lender's or Issuing Bank's holding company, if any, as a consequence of this
Agreement or the Loans made by, or participations in Letters of Credit or
Swingline Loans held by, such Lender, or the Letters of Credit issued by such
Issuing Bank, to a level below that which such Lender or such Issuing Bank or
such Lender's or such Issuing Bank's holding company could have achieved but for
such Change in Law (taking into consideration such Lender's or such Issuing
Bank's policies and the policies of such Lender's or such Issuing Bank's holding
company with respect to capital adequacy), then from time to time the Borrower
shall pay to such Lender or such Issuing Bank, as applicable, such additional
amount or amounts as will compensate such Lender or such Issuing Bank or such
Lender's or such Issuing Bank's holding company for any such reduction suffered.

            (c) A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or Issuing Bank or its
holding company, as applicable, as specified in paragraph (a) or (b) of this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or Issuing Bank, as
applicable, the amount shown as due on any such certificate within 10 days after
receipt thereof.

            (d) Promptly after any Lender or any Issuing Bank has determined
that it will make a request for increased compensation pursuant to this Section
2.15, such Lender or Issuing Bank shall notify the Borrower thereof. Failure or
delay on the part of any Lender or Issuing Bank to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender's or Issuing Bank's
right to demand such compensation; provided, that the Borrower shall not be
required to compensate a Lender or an Issuing Bank pursuant to this Section for
any increased costs or reductions incurred more than 180 days prior to the date
that such Lender or Issuing Bank, as applicable, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender's or Issuing Bank's intention to claim


                                      -70-
<PAGE>

compensation therefor; provided, further, that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

            (e) The foregoing provisions of this Section 2.15 shall not apply in
the case of any Change in Law in respect of Taxes, which shall instead be
governed by Section 2.17.

            SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurocurrency Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice
delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.19, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurocurrency Loan, such loss, cost
or expense to any Lender shall be deemed to be the amount determined by such
Lender (it being understood that the deemed amount shall not exceed the actual
amount) to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue a
Eurocurrency Loan, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for deposits in dollars
of a comparable amount and period from other banks in the Eurocurrency market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

            SECTION 2.17. Taxes. (a) Any and all payments by or on account of
any obligation of any Loan Party hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided, that if a
Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, any Lender
or any Issuing Bank, as applicable, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Party shall make
such deductions and (iii) such Loan Party shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

            (b) In addition, the Loan Parties shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) Each Loan Party shall indemnify the Administrative Agent, each
Lender and each Issuing Bank, within 10 days after written demand therefor, for
the full amount of any


                                      -71-
<PAGE>

Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or such Issuing Bank, as applicable, on or with respect to any payment by or on
account of any obligation of such Loan Party hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to such
Loan Party by a Lender or an Issuing Bank, or by the Administrative Agent on its
own behalf, on behalf of another Agent or on behalf of a Lender or an Issuing
Bank, shall be conclusive absent manifest error.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by a Loan Party to a Governmental Authority, such Loan Party shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

            (e) Any Lender that is entitled to an exemption from or reduction of
withholding Tax or backup withholding Tax under the law of the jurisdiction in
which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), to the extent such Lender is
legally entitled to do so, at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law,
or as may reasonably be requested by the Borrower to permit such payments to be
made without such withholding tax or at a reduced rate.

            (f) Each Foreign Lender shall deliver to the Borrower and the
Administrative Agent on the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Administrative Agent), two original copies of
whichever of the following is applicable: (i) duly completed copies of Internal
Revenue Service Form W-8BEN (or any subsequent versions thereof or successors
thereto), claiming eligibility for benefits of an income tax treaty to which the
United States of America is a party, (ii) duly completed copies of Internal
Revenue Service Form W-8ECI (or any subsequent versions thereof or successors
thereto), (iii) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 871(h) or 881(c) of the Code, (x)
a certificate to the effect that such 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 Borrower within the meaning of section 871(h)(3) or 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 any subsequent versions thereof or successors thereto),
(iv) duly completed copies of Internal Revenue Service Form W-8IMY, together
with forms and certificates described in clauses (i) through (iii) above (and
additional Form W-8IMYs) as may be required or (v) 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 Borrower to
determine the withholding or deduction required to be made. In addition, in each
of the foregoing circumstances, each Foreign Lender shall deliver


                                      -72-
<PAGE>

such forms, if legally entitled to deliver such forms, promptly upon the
obsolescence, expiration or invalidity of any form previously delivered by such
Foreign Lender. Each Foreign Lender shall promptly notify the Borrower at any
time it determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the United States of America or other taxing authorities for such
purpose). In addition, each Lender that is not a Foreign Lender shall deliver to
the Borrower and the Administrative Agent two copies of Internal Revenue Service
Form W-9 (or any subsequent versions thereof or successors thereto) on or before
the date such Lender becomes a party and upon the expiration of any form
previously delivered by such Lender. Notwithstanding any other provision of this
paragraph, a Lender shall not be required to deliver any form pursuant to this
paragraph that such Lender is not legally able to deliver.

            (g) If the Administrative Agent, Issuing Bank, or Lender has
received a refund of (or tax credit with respect to) any Indemnified Taxes or
Other Taxes as to which it has been indemnified by a Loan Party or with respect
to which such Loan Party has paid additional amounts pursuant to this Section
2.17, it shall pay over such refund (or the benefit realized as a result of such
tax credit) to such Loan Party (but only to the extent of indemnity payments
made, or additional amounts paid, by such Loan Party under this Section 2.17
with respect to the Indemnified Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent, such
Issuing Bank or such Lender (including any Taxes imposed with respect to such
refund) as is determined by the Administrative Agent, such Issuing Bank or
Lender in good faith and in its sole discretion, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that such Loan Party, upon the request of the
Administrative Agent, such Issuing Bank or Lender, agrees to repay as soon as
reasonably practicable the amount paid over to such Loan Party (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Issuing Bank or such Lender in the
event the Administrative Agent, such Issuing Bank or such Lender is required to
repay such refund to such Governmental Authority. This Section 2.17 shall not be
construed to require the Administrative Agent, any Issuing Bank or any Lender to
make available its Tax returns (or any other information relating to its Taxes
which it deems in good faith to be confidential) to the Loan Parties or any
other person.

            SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Unless otherwise specified, the Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of L/C Disbursements, or of amounts payable under Section 2.15,
2.16, or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when
due, in immediately available funds, without condition or deduction for any
defense, recoupment, set-off or counterclaim. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent to the applicable account designated to the Borrower by the
Administrative Agent, except payments to be made directly to the applicable
Issuing Bank or the Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made
directly to the persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other person
to the appropriate recipient promptly following receipt thereof. If any payment


                                      -73-
<PAGE>

hereunder shall be due on a day that is not a Business Day, then unless
otherwise provided with respect to such payment, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such
extension. All payments under the Loan Documents shall be made in Dollars. Any
payment required to be made by the Administrative Agent hereunder shall be
deemed to have been made by the time required if the Administrative Agent shall,
at or before such time, have taken the necessary steps to make such payment in
accordance with the regulations or operating procedures of the clearing or
settlement system used by the Administrative Agent to make such payment.

            (b) If at any time insufficient funds are received by and available
to the Administrative Agent from the Borrower to pay fully all amounts of
principal, unreimbursed L/C Disbursements, interest and fees then due from the
Borrower hereunder, such funds shall be applied pursuant to Section 5.02 of the
Collateral Agreement.

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Term Loans, Revolving Facility Loans or participations in
L/C Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Term Loans, Revolving
Facility Loans and participations in L/C Disbursements and Swingline Loans and
accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Term Loans, Revolving Facility Loans and
participations in L/C Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Term Loans, Revolving Facility Loans and
participations in L/C Disbursements and Swingline Loans; provided, that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph (c) shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in L/C Disbursements to any assignee or participant, other than
to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph (c) shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

            (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the applicable Issuing Bank hereunder
that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the applicable Issuing


                                      -74-
<PAGE>

Bank, as applicable, the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the applicable Issuing Bank,
as applicable, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.18(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

            SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or Affiliates, if, in the
reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as
applicable, in the future and (ii) would not subject such Lender to any material
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender in any material respect. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

            (b) If any Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or is a Defaulting Lender, then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided, that (i) the Borrower shall have received the prior
written consent of the Administrative Agent (and, if in respect of any Revolving
Facility Commitment or Revolving Facility Loan, the Swingline Lender and the
Issuing Bank), which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in L/C Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or
payments. Nothing in this Section 2.19 shall be deemed to prejudice any rights
that the Borrower may have against any Lender that is a Defaulting Lender.

            (c) If any Lender (such Lender, a "Non-Consenting Lender") has
failed to consent to a proposed amendment, waiver, discharge or termination
which pursuant to the terms of Section 9.08 requires the consent of all of the
Lenders affected and with respect to which the


                                      -75-
<PAGE>

Required Lenders shall have granted their consent, then the Borrower shall have
the right (unless such Non-Consenting Lender grants such consent) at its sole
expense (including with respect to the processing and recordation fee referred
to in Section 9.04(b)(ii)(B)) to replace such Non-Consenting Lender by deeming
such Non-Consenting Lender to have assigned its Loans, and its Commitments
hereunder to one or more assignees reasonably acceptable to (i) the
Administrative Agent (unless, in the case of an assignment of Term Loans, such
assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if
in respect of any Revolving Facility Commitment or Revolving Facility Loan, the
Swingline Lender and the Issuing Bank); provided, that: (a) all Obligations of
the Borrower owing to such Non-Consenting Lender being replaced shall be paid in
full to such Non-Consenting Lender concurrently with such assignment and (b) the
replacement Lender shall purchase the foregoing by paying to such Non-Consenting
Lender a price equal to the principal amount thereof plus accrued and unpaid
interest thereon No action by or consent of the Non-Consenting Lender shall be
necessary in connection with such assignment, which shall be immediately and
automatically effective upon payment of such purchase price. In connection with
any such assignment the Borrower, Administrative Agent, such Non-Consenting
Lender and the replacement Lender shall otherwise comply with Section 9.04;
provided, that if such Non-Consenting Lender does not comply with Section 9.04
within three Business Days after Borrower's request, compliance with Section
9.04 shall not be required to effect such assignment.

            SECTION 2.20. Illegality(a) . If any Lender reasonably determines
that any change in law has made it unlawful, or that any Governmental Authority
has asserted after the Closing Date that it is unlawful, for any Lender or its
applicable lending office to make or maintain any Eurocurrency Loans, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligations of such Lender to make or continue Eurocurrency Loans or to
convert ABR Borrowings to Eurocurrency Borrowings shall be suspended until such
Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist. Upon receipt of such notice,
the Borrower shall upon demand from such Lender (with a copy to the
Administrative Agent), either convert all Eurocurrency Borrowings of such Lender
to ABR Borrowings, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurocurrency Borrowings to
such day, or immediately, if such Lender may not lawfully continue to maintain
such Loans. Upon any such prepayment or conversion, the Borrower shall also pay
accrued interest on the amount so prepaid or converted.

            SECTION 2.21. Incremental Commitments. (a) The Borrower may, by
written notice to the Administrative Agent from time to time, request
Incremental Term Loan Commitments and/or Incremental Revolving Facility
Commitments, as applicable, in an amount not to exceed the Incremental Amount
from one or more Incremental Term Lenders and/or Incremental Revolving Facility
Lenders (which may include any existing Lender) willing to provide such
Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the
case may be, each in their own discretion; provided, that each Incremental Term
Lender and Incremental Revolving Facility Lender shall be subject to the
approval of the Administrative Agent (which approval shall not be unreasonably
withheld) unless such Incremental Term Lender or Incremental Revolving Lender is
a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set
forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental
Revolving Facility Commitments being requested (which shall be in


                                      -76-
<PAGE>

minimum increments of $5.0 million and a minimum amount of $25.0 million or
equal to the remaining Incremental Amount), (ii) the aggregate amount of all
Incremental Term Loan Commitments and Incremental Revolving Facility Commitments
that will exist after giving effect to the request (and which shall not exceed
$250 million), (iii) the date on which such Incremental Term Loan Commitments
and/or Incremental Revolving Facility Commitments are requested to become
effective (the "Increased Amount Date"), (iv) in the case of Incremental
Revolving Loan Commitments, whether such Incremental Revolving Loan Commitments
are to be Revolving Loan Commitments or commitments to make revolving loans with
pricing and/or amortization terms different from the Revolving Loans ("Other
Revolving Loans"), and (v) in the case of Incremental Term Loan Commitments,
whether such Incremental Term Loan Commitments are to be Term B Loan Commitments
or commitments to make term loans with pricing and/or amortization terms
different from the Term B Loans ("Other Term Loans").

            (b) The Borrower and each Incremental Term Lender and/or Incremental
Revolving Facility Lender shall execute and deliver to the Administrative Agent
an Incremental Assumption Agreement and such other documentation as the
Administrative Agent shall reasonably specify to evidence the Incremental Term
Loan Commitment of such Incremental Term Lender and/or Incremental Revolving
Facility Commitment of such Incremental Revolving Facility Lender. Each
Incremental Assumption Agreement shall specify the terms of the applicable
Incremental Term Loans and/or Incremental Revolving Facility Commitments;
provided, that (i) the Other Term Loans shall rank pari passu or junior in right
of payment and of security with the Term B Loans and, except as to pricing,
amortization and final maturity date, shall have (x) the same terms as the Term
B Loans, as applicable, or (y) such other terms as shall be reasonably
satisfactory to the Administrative Agent, (ii) the final maturity date of any
Other Term Loans shall be no earlier than the Term B Facility Maturity Date,
(iii) the weighted average life to maturity of any Other Term Loans shall be no
shorter than the remaining weighted average life to maturity of the Term B
Loans, (iv) the Other Revolving Loans shall rank pari passu or junior in right
of payment and of security with the Revolving Loans and, except as to pricing,
amortization and final maturity date, shall have (x) the same terms as the
Revolving Facility Loans, as applicable, or (y) such other terms as shall be
reasonably satisfactory to the Administrative Agent and (v) the final maturity
date of any Other Revolving Loans shall be no earlier than the Revolving
Facility Maturity Date. Each of the parties hereto hereby agrees that, upon the
effectiveness of any Incremental Assumption Agreement, this Agreement shall be
amended to the extent (but only to the extent) necessary to reflect the
existence and terms of the Incremental Term Loan Commitments and/or Incremental
Revolving Loan Commitments evidenced thereby as provided for in Section 9.08(e).
Any such deemed amendment may be memorialized in writing by the Administrative
Agent with the Borrower's consent (not to be unreasonably withheld) and
furnished to the other parties hereto.

            (c) Notwithstanding the foregoing, no Incremental Term Loan
Commitment or Incremental Revolving Facility Commitment shall become effective
under this Section 2.21 unless (i) on the date of such effectiveness, the
conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be
satisfied and the Administrative Agent shall have received a certificate to that
effect dated such date and executed by a Responsible Officer of the Borrower and
(ii) the Administrative Agent shall have received customary legal opinions,
board resolutions and other customary closing certificates and documentation as
required by the relevant Incremental Assumption Agreement and, to the extent
required by the Administrative Agent, consistent with


                                      -77-
<PAGE>

those delivered on the Closing Date under Section 4.02 and such additional
customary documents and filings (including amendments to the Mortgages and other
Security Documents and title endorsement bringdowns) as the Administrative Agent
may reasonably require to assure that the Incremental Term Loans and/or
Revolving Facility Loans in respect of Incremental Revolving Facility
Commitments are secured by the Collateral ratably with (or, to the extent agreed
by the applicable Incremental Term Lenders or Incremental Revolving Facility
Lenders in the applicable Incremental Assumption Agreement, junior to) the
existing Term B Loans and Revolving Facility Loans and (iii) after giving effect
to such Incremental Term Loan Commitment and/or Incremental Revolving Facility
Commitments and the Loans to be made thereunder and the application of the
proceeds therefrom as if made and applied on such date the Total Net Secured
Leverage Ratio shall be less than or equal to 4.50:1.00.

            (d) Each of the parties hereto hereby agrees that the Administrative
Agent may take any and all action as may be reasonably necessary to ensure that
(i) all Incremental Term Loans (other than Other Term Loans) in the form of
additional Term B Loans, when originally made, are included in each Borrowing of
outstanding Term B Loans on a pro rata basis, and (ii) all Revolving Facility
Loans in respect of Incremental Revolving Facility Commitments (other than Other
Revolving Loans), when originally made, are included in each Borrowing of
outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees
that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR
Loans reasonably required by the Administrative Agent to effect the foregoing.

                                  ARTICLE III

                         Representations and Warranties

            On the date of each Credit Event as provided in Section 4.01, the
Borrower represents and warrants to each of the Lenders that:

            SECTION 3.01. Organization; Powers. Except as set forth on Schedule
3.01, each of Holdings (prior to a Borrower Qualified IPO), the Borrower and
each of the Material Subsidiaries (a) is a partnership, limited liability
company or corporation duly organized, validly existing and in good standing (or
in any foreign jurisdiction where an equivalent status exists, enjoys the
equivalent status under the laws of such foreign jurisdiction of organization
outside of the United States) under the laws of the jurisdiction of its
organization, (b) has all requisite power and authority to own its property and
assets and to carry on its business as now conducted, (c) is qualified to do
business in each jurisdiction where such qualification is required, except where
the failure so to qualify would not reasonably be expected to have a Material
Adverse Effect, and (d) has the power and authority to execute, deliver and
perform its obligations under each of the Loan Documents and each other
agreement or instrument contemplated thereby to which it is or will be a party
and, in the case of the Borrower, to borrow and otherwise obtain credit
hereunder.

            SECTION 3.02. Authorization. The execution, delivery and performance
by Holdings (prior to a Borrower Qualified IPO), the Borrower and each of the
Subsidiary Loan


                                      -78-
<PAGE>

Parties of each of the Loan Documents to which it is a party, and the borrowings
hereunder and the transactions forming a part of the Transactions (a) have been
duly authorized by all corporate, stockholder, partnership or limited liability
company action required to be obtained by Holdings, the Borrower and such
Subsidiary Loan Parties and (b) will not (i) violate (A) any provision of law,
statute, rule or regulation, or of the certificate or articles of incorporation
or other constitutive documents (including any partnership, limited liability
company or operating agreements) or by-laws of Holdings, the Borrower or any
such Subsidiary Loan Party, (B) any applicable order of any court or any rule,
regulation or order of any Governmental Authority or (C) any provision of any
indenture, certificate of designation for preferred stock, agreement or other
instrument to which Holdings, the Borrower or any such Subsidiary Loan Party is
a party or by which any of them or any of their property is or may be bound,
(ii) be in conflict with, result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under, give rise to a right of or
result in any cancellation or acceleration of any right or obligation (including
any payment) or to a loss of a material benefit under any such indenture,
certificate of designation for preferred stock, agreement or other instrument,
where any such conflict, violation, breach or default referred to in clause (i)
or (ii) of this Section 3.02(b), would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, or (iii) result in
the creation or imposition of any Lien upon or with respect to any property or
assets now owned or hereafter acquired by Holdings (prior to a Borrower
Qualified IPO), the Borrower or any such Subsidiary Loan Party, other than the
Liens created by the Loan Documents and Permitted Liens.

            SECTION 3.03. Enforceability. This Agreement has been duly executed
and delivered by Holdings and the Borrower and constitutes, and each other Loan
Document when executed and delivered by each Loan Party that is party thereto
will constitute, a legal, valid and binding obligation of such Loan Party
enforceable against each such Loan Party in accordance with its terms, subject
to (i) the effects of bankruptcy, insolvency, moratorium, reorganization,
fraudulent conveyance or other similar laws affecting creditors' rights
generally, (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law), (iii) implied
covenants of good faith and fair dealing and (iv) except to the extent set forth
in the applicable Foreign Pledge Agreements, any foreign laws, rules and
regulations as they relate to pledges of Equity Interests in Foreign
Subsidiaries.

            SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Transactions, the
perfection or maintenance of the Liens created under the Security Documents or
the exercise by the Administrative Agent or any Lender of its rights under the
Loan Documents or the remedies in respect of the Collateral, except for (a) the
filing of Uniform Commercial Code financing statements, (b) filings with the
United States Patent and Trademark Office and the United States Copyright Office
and comparable offices in foreign jurisdictions and equivalent filings in
foreign jurisdictions, (c) recordation of the Mortgages, (d) filings and
investigation or remediation activities which may be required under
Environmental Laws, (e) such as have been made or obtained and are in full force
and effect, (f) such actions, consents and approvals the failure of which to be
obtained or made would not reasonably be expected to have a Material Adverse
Effect and (g) filings or other actions listed on Schedule 3.04.


                                      -79-
<PAGE>

            SECTION 3.05. Financial Statements. (a) The unaudited pro forma
consolidated balance sheet and related consolidated statements of income and
cash flows of the Borrower, together with the consolidated Subsidiaries
(including the notes thereto) (the "Pro Forma Financial Statements") for the
twelve month period ending February 3, 2007, copies of which have heretofore
been furnished to each Lender (via inclusion in the Information Memorandum),
have been prepared giving effect (as if such events had occurred on such date)
to the Transactions. The Pro Forma Financial Statements have been prepared in
good faith based on assumptions believed by the Borrower to have been reasonable
as of the date of delivery thereof (it being understood that such assumptions
are based on good faith estimates of certain items and that the actual amount of
such items on the Closing Date is subject to change), and presents fairly in all
material respects on a pro forma basis the estimated financial position of the
Borrower and its consolidated subsidiaries as at February 3, 2007, assuming that
the Transactions had actually occurred at such date, and the results of
operations of the Borrower and its consolidated subsidiaries for the
twelve-month period ended February 3, 2007, assuming that the Transactions had
actually occurred on the first day of such twelve-month period.

            (b) The audited consolidated balance sheet of the Target and its
subsidiaries as at February 3, 2007, and the related audited consolidated
statements of income and cash flows for such fiscal year, reported on by and
accompanied by a report from KPMG LLP, copies of which have heretofore been
furnished to each Lender, present fairly in all material respects the
consolidated financial position of the Target as at such date and the
consolidated results of operations and cash flows of the Target for the fiscal
year then ended.

            SECTION 3.06. No Material Adverse Effect. Since February 3, 2007,
there has been no event or circumstance that has had or would reasonably be
expected to have a Material Adverse Effect.

            SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each
of Holdings, the Borrower and the Subsidiaries has valid fee simple title to, or
valid leasehold interests in, or easements or other limited property interests
in, all its Real Properties (including all Mortgaged Properties) and has valid
title to its personal property and assets, in each case, except for Permitted
Liens and except for defects in title that do not materially interfere with its
ability to conduct its business as currently conducted or to utilize such
properties and assets for their intended purposes and except where the failure
to have such title would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. All such properties and assets are
free and clear of Liens, other than Permitted Liens.

            (b) None of the Borrower or the Subsidiaries have defaulted under
any leases to which it is a party, except for such defaults as would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. All of the Borrower's or Subsidiaries' leases are in full force
and effect, except leases in respect of which the failure to be in full force
and effect would not reasonably be expected to have a Material Adverse Effect.
Except as set forth on Schedule 3.07(b), the Borrower and each of the
Subsidiaries enjoys peaceful and undisturbed possession under all such leases,
other than leases in respect of which the failure to enjoy peaceful and
undisturbed possession would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.


                                      -80-
<PAGE>

            (c) Each of the Borrower and the Subsidiaries owns or possesses, or
is licensed to use, all patents, trademarks, service marks, trade names and
copyrights, all applications for any of the foregoing and all licenses and
rights with respect to the foregoing necessary for the present conduct of its
business, without any conflict (of which the Borrower has been notified in
writing) with the rights of others, and free from any burdensome restrictions on
the present conduct of the business of Target, except where such conflicts and
restrictions would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c).

            (d) As of the Closing Date, none of the Borrower and the
Subsidiaries has received any written notice of any pending or contemplated
condemnation proceeding affecting any material portion of the Mortgaged
Properties or any sale or disposition thereof in lieu of condemnation that
remains unresolved as of the Closing Date.

            (e) None of the Borrower and the Subsidiaries is obligated on the
Closing Date under any right of first refusal, option or other contractual right
to sell, assign or otherwise dispose of any Mortgaged Property or any interest
therein, except as permitted under Section 6.02 or 6.05.

            SECTION 3.08. Subsidiaries. (a) Schedule 3.08(a) sets forth as of
the Closing Date the name and jurisdiction of incorporation, formation or
organization of each subsidiary of Holdings other than Immaterial Subsidiaries
and, as to each such subsidiary, the percentage of each class of Equity
Interests owned by Holdings or by any such subsidiary.

            (b) As of the Closing Date, there are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments (other than
stock options granted to employees or directors and directors' qualifying
shares) of any nature relating to any Equity Interests of Holdings, the Borrower
or any of the Subsidiaries, except rights of employees to purchase Equity
Interests of Holdings in connection with the Transactions or as set forth on
Schedule 3.08(b).

            SECTION 3.09. Litigation; Compliance with Laws. (a) There are no
actions, suits or proceedings at law or in equity or by or on behalf of any
Governmental Authority or in arbitration now pending, or, to the knowledge of
Holdings (prior to a Borrower Qualified IPO) or the Borrower, threatened in
writing against or affecting Holdings or the Borrower or any of the Subsidiaries
or any business, property or rights of any such person which would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

            (b) None of Holdings (prior to a Borrower Qualified IPO), the
Borrower, the Subsidiaries and their respective properties or assets is in
violation of (nor will the continued operation of their material properties and
assets as currently conducted violate), any law, rule or regulation (including
any zoning, building, ordinance, code or approval, or any building permit, but
excluding any Environmental Laws, which are subject to Section 3.16) or any
restriction of record or agreement affecting any Mortgaged Property, or is in
default with respect to any judgment, writ, injunction or decree of any
Governmental Authority, where such violation or default would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.


                                      -81-
<PAGE>

            SECTION 3.10. Federal Reserve Regulations. (a) None of Holdings
(prior to a Borrower Qualified IPO), the Borrower and the Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.

            (b) No part of the proceeds of any Loan will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, (i)
to purchase or 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 purpose, or (ii) for any purpose that entails a violation of,
or that is inconsistent with, the provisions of the Regulations of the Board,
including Regulation U or Regulation X.

            SECTION 3.11. Investment Company Act. None of Holdings, the Borrower
and the Subsidiaries is an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended.

            SECTION 3.12. Use of Proceeds. The Borrower will use the proceeds of
the Revolving Facility Loans and Swingline Loans, and may request the issuance
of Letters of Credit, for general corporate purposes (including, without
limitation, for Permitted Business Acquisitions) and as otherwise permitted on
the Closing Date under Section 2.01(b). The Borrower will use the proceeds of
the Term B Loans (a) to fund a portion of the merger consideration for the
Merger, (b) to refinance the Refinanced Indebtedness and (c) to pay the
Transaction Expenses.

            SECTION 3.13. Tax Returns. Except as set forth on Schedule 3.13:

            (a) Except as would not, individually or in the aggregate,
      reasonably be expected to result in a Material Adverse Effect, each of
      Holdings, the Borrower and the Subsidiaries has filed or caused to be
      filed all federal, state, local and non-U.S. Tax returns required to have
      been filed by it and each such Tax return is true and correct;

            (b) Each of Holdings, the Borrower and the Subsidiaries has timely
      paid or caused to be timely paid all Taxes shown to be due and payable by
      it on the returns referred to in clause (a) and all other Taxes or
      assessments (or made adequate provision (in accordance with GAAP) for the
      payment of all Taxes due) with respect to all periods or portions thereof
      ending on or before the Closing Date (except Taxes or assessments that are
      being contested in good faith by appropriate proceedings in accordance
      with Section 5.03 and for which Holdings, the Borrower or any of the
      Subsidiaries (as the case may be) has set aside on its books adequate
      reserves in accordance with GAAP), except for Taxes, which if not paid or
      adequately provided for, would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect; and

            (c) Other than as would not be, individually or in the aggregate,
      reasonably expected to have a Material Adverse Effect: as of the Closing
      Date, with respect to each of Holdings, the Borrower and the Subsidiaries,
      there are no claims being asserted in writing with respect to any Taxes.


                                      -82-
<PAGE>

            SECTION 3.14. No Material Misstatements. (a) All written information
(other than the Projections, estimates and information of a general economic
nature or general industry nature) (the "Information") concerning Holdings, the
Borrower, the Subsidiaries, the Transactions and any other transactions
contemplated hereby included in the Information Memorandum or otherwise prepared
by or on behalf of the foregoing or their representatives and made available to
any Lenders or the Administrative Agent in connection with the Transactions or
the other transactions contemplated hereby, when taken as a whole, was true and
correct in all material respects, as of the date such Information was furnished
to the Lenders and as of the Closing Date and did not, taken as a whole, contain
any untrue statement of a material fact as of any such date or omit to state a
material fact necessary in order to make the statements contained therein, taken
as a whole, not materially misleading in light of the circumstances under which
such statements were made.

            (b) The Projections and estimates and information of a general
economic nature prepared by or on behalf of the Borrower or any of its
representatives and that have been made available to any Lenders or the
Administrative Agent in connection with the Transactions or the other
transactions contemplated hereby (i) have been prepared in good faith based upon
assumptions believed by the Borrower to be reasonable as of the date thereof (it
being understood that actual results may vary materially from the Projections),
as of the date such Projections and estimates were furnished to the Lenders and
as of the Closing Date, and (ii) as of the Closing Date, have not been modified
in any material respect by the Borrower.

            SECTION 3.15. Employee Benefit Plans. (a) Except as would not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect: (i) each Plan is in compliance in all material respects with the
applicable provisions of ERISA and the Code; (ii) no Reportable Event has
occurred during the past five years as to which the Borrower, Holdings, any of
their Subsidiaries or any ERISA Affiliate was required to file a report with the
PBGC, other than reports that have been filed; (iii) no Plan has any Unfunded
Pension Liability in excess of $15.0 million and the aggregate amount of
Unfunded Pension Liabilities for all Plans is not in excess of $15.0 million;
(iv) no ERISA Event has occurred or is reasonably expected to occur; (v) none of
Holdings, the Borrower or the Subsidiaries has engaged in a "prohibited
transaction" (as defined in Section 406 of ERISA and Code Section 4975) in
connection with any employee pension benefit plan (as defined in Section 3(2) of
ERISA) that would subject Holdings, the Borrower or any Subsidiary to tax; and
(vi) none of the Borrower, Holdings, the Subsidiaries and the ERISA Affiliates
(A) has received any written notification that any Multiemployer Plan is in
reorganization or has been terminated within the meaning of Title IV of ERISA,
or has knowledge that any Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated (or, after the effectiveness of Title II of
the Pension Act, that it is in endangered or critical status, or is reasonably
expected to be in endangered or critical status, within the meaning of Section
305 of ERISA) or (B) has incurred or is reasonably expected to incur any
withdrawal liability to any Multiemployer Plan.

            (b) Each of Holdings, the Borrower and the Subsidiaries is in
compliance (i) with all applicable provisions of law and all applicable
regulations and published interpretations thereunder with respect to any
employee pension benefit plan or other employee benefit plan governed by the
laws of a jurisdiction other than the United States and (ii) with the terms of
any


                                      -83-
<PAGE>

such plan, except, in each case, for such noncompliance that would not
reasonably be expected to have a Material Adverse Effect.

            (c) Except as would not reasonably be expected to result in a
Material Adverse Effect, there are no pending, or to the knowledge of the
Borrower, threatened claims (other than claims for benefits in the normal
course), sanctions, actions or lawsuits, asserted or instituted against any Plan
or any person as fiduciary or sponsor of any Plan that could result in liability
to Holdings, the Borrower, any Subsidiaries or the ERISA Affiliates.

            (d) Within the last five years, no Plan of Holdings, the Borrower,
any Subsidiaries or the ERISA Affiliates has been terminated, whether or not in
a "standard termination" as that term is used in Section 404(b)(1) of ERISA,
that would reasonably be expected to result in liability to the Borrower, any
Subsidiaries or the ERISA Affiliates in excess of $15.0 million, nor has any
Plan of Holdings, the Borrower, any Subsidiaries or the ERISA Affiliates
(determined at any time within the past five years) with Unfunded Pension
Liabilities been transferred outside of the "controlled group" (within the
meaning of Section 4001(a)(14) of ERISA) of the Borrower, any Subsidiaries or
the ERISA Affiliates that has or would reasonably be expected to result in a
Material Adverse Effect.

            SECTION 3.16. Environmental Matters. Except as set forth in Schedule
3.16 and except as to matters that would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect: (i) no written
notice has been received by the Borrower or any of the Subsidiaries, and there
are no judicial, administrative or other actions, suits or proceedings pending
or, to the Borrower's knowledge, threatened which allege a violation of any
Environmental Laws, in each case relating to the Borrower or any of the
Subsidiaries, (ii) each of the Borrower and the Subsidiaries has all
environmental permits, licenses and other approvals necessary for its operations
to comply with all applicable Environmental Laws and is in compliance with the
terms of such permits, licenses and other approvals and with all other
applicable Environmental Laws, (iii) to the Borrower's knowledge, no Hazardous
Material is located at, on or under any property currently owned, operated or
leased by the Borrower or any of the Subsidiaries that would reasonably be
expected to give rise to any cost, liability or obligation of the Borrower or
any of the Subsidiaries under any Environmental Laws, and no Hazardous Material
has been generated, owned, treated, stored, handled or controlled by the
Borrower or any of the Subsidiaries and transported to or Released at any
location in a manner that would reasonably be expected to give rise to any cost,
liability or obligation of the Borrower or any of the Subsidiaries under any
Environmental Laws and (iv) there are no agreements in which the Borrower or any
of the Subsidiaries has expressly assumed or undertaken responsibility for any
known or reasonably likely liability or obligation of any other person arising
under or relating to Environmental Laws, which in any such case has not been
made available to the Administrative Agent prior to the date hereof.

            SECTION 3.17. Security Documents. (a) The Collateral Agreement is
effective to create in favor of the Collateral Agent (for the benefit of the
Secured Parties) a legal, valid and enforceable security interest in the
Collateral described therein and proceeds thereof. In the case of the Pledged
Collateral described in the Collateral Agreement, when certificates or
promissory notes, as applicable, representing such Pledged Collateral are
delivered to the Collateral Agent (or a designated bailee), and in the case of
the other Collateral described in the Collateral


                                      -84-
<PAGE>

Agreement (other than the Intellectual Property (as defined in the Collateral
Agreement)), when financing statements and other filings specified in the
Perfection Certificate are filed in the offices specified in the Perfection
Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall
have a perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Collateral and, subject to Section 9-315 of
the New York Uniform Commercial Code, the proceeds thereof, as security for the
Obligations to the extent perfection can be obtained by filing Uniform
Commercial Code financing statements, in each case prior and superior in right
to the Lien of any other person (except for Permitted Liens).

            (b) When the Collateral Agreement or a summary thereof is properly
filed in the United States Patent and Trademark Office and the United States
Copyright Office, and, with respect to Collateral in which a security interest
cannot be perfected by such filings, upon the proper filing of the financing
statements referred to in paragraph (a) above, the Collateral Agent (for the
benefit of the Secured Parties) shall have a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties
thereunder in the domestic Intellectual Property, in each case prior and
superior in right to the Lien of any other person, except for Permitted Liens
(it being understood that subsequent recordings in the United States Patent and
Trademark Office and the United States Copyright Office may be necessary to
perfect a Lien on registered trademarks and patents, trademark and patent
applications and registered copyrights acquired by the grantors after the
Closing Date).

            (c) Each Foreign Pledge Agreement, if any, shall be effective to
create in favor of the Collateral Agent, for the benefit of the Secured Parties,
a legal, valid and enforceable security interest in the Collateral described
therein and proceeds thereof to the extent permissible under applicable law. In
the case of the Pledged Collateral described in a Foreign Pledge Agreement, when
certificates representing such Pledged Collateral (if any) are delivered to the
Collateral Agent, the Collateral Agent (for the benefit of the Secured Parties)
shall have a perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the Obligations, in each case prior and superior in right to the
Lien of any other person (except for Permitted Liens).

            (d) The Mortgages executed and delivered on the Closing Date are,
and the Mortgages executed and delivered after the Closing Date pursuant to
Section 5.10 shall be, effective to create in favor of the Collateral Agent (for
the benefit of the Secured Parties) a legal, valid and enforceable Lien on all
of the Loan Parties' right, title and interest in and to the Mortgaged Property
thereunder and the proceeds thereof, and when such Mortgages are filed or
recorded in the proper real estate filing or recording offices, and all relevant
mortgage taxes and recording charges are duly paid, the Collateral Agent (for
the benefit of the Secured Parties) shall have a perfected Lien on, and security
interest in, all right, title, and interest of the Loan Parties in such
Mortgaged Property and, to the extent applicable, subject to Section 9-315 of
the Uniform Commercial Code, the proceeds thereof, in each case prior and
superior in right to the Lien of any other person, except for Permitted Liens.

            (e) Notwithstanding anything herein (including this Section 3.17) or
in any other Loan Document to the contrary, other than to the extent set forth
in the applicable Foreign Pledge Agreements, no Borrower or any other Loan Party
makes any representation or warranty as to the effects of perfection or
non-perfection, the priority or the enforceability of any pledge of


                                      -85-
<PAGE>

or security interest in any Equity Interests of any Foreign Subsidiary that is
not a Loan Party, or as to the rights and remedies of the Agents or any Lender
with respect thereto, under foreign law.

            SECTION 3.18. Location of Real Property and Leased Premises. (a)
Schedule 3.18 correctly identifies, in all material respects, as of the Closing
Date all material Real Property owned in fee by the Borrower or any of its
Subsidiaries. As of the Closing Date, Holdings, the Borrower and the Subsidiary
Loan Parties own in fee all the Real Property set forth as being owned by them
on such Schedule.

            (b) As of the Closing Date, Holdings, the Borrower and the
Subsidiary Loan Parties have in all material respects valid leases in all Real
Property being leased by them.

            SECTION 3.19. Solvency. (a) Immediately after giving effect to the
Transactions on the Closing Date, (i) the fair value of the assets of Holdings,
the Borrower and the Subsidiaries on a consolidated basis, at a fair valuation,
will exceed the debts and liabilities, direct, subordinated, contingent or
otherwise, of Holdings, the Borrower and the Subsidiaries on a consolidated
basis, respectively; (ii) the present fair saleable value of the property of
Holdings, the Borrower and the Subsidiaries on a consolidated basis will be
greater than the amount that will be required to pay the probable liability of
Holdings, the Borrower and the Subsidiaries on a consolidated basis,
respectively, on their debts and other liabilities, direct, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) Holdings, the Borrower and the Subsidiaries on a consolidated
basis will be able to pay their debts and liabilities, direct, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (iv) Holdings, the Borrower and the Subsidiaries on a consolidated
basis will not have unreasonably small capital with which to conduct the
businesses in which they are engaged as such businesses are now conducted and
are proposed to be conducted following the Closing Date.

            (b) On the Closing Date, neither Holdings nor the Borrower intends
to, and neither Holdings nor the Borrower believes that it or any of the
Subsidiaries will, incur debts beyond its ability to pay such debts as they
mature, taking into account the timing and amounts of cash to be received by it
or any such subsidiary and the timing and amounts of cash to be payable on or in
respect of its Indebtedness or the Indebtedness of any such subsidiary.

            SECTION 3.20. Labor Matters. Except as, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect:
(a) there are no strikes or other labor disputes pending or threatened against
Holdings (prior to a Borrower Qualified IPO), the Borrower or any of the
Subsidiaries; (b) the hours worked and payments made to employees of Holdings
(prior to a Borrower Qualified IPO), the Borrower and the Subsidiaries have not
been in violation of the Fair Labor Standards Act or any other applicable law
dealing with such matters; and (c) all payments due from Holdings (prior to a
Borrower Qualified IPO), the Borrower or any of the Subsidiaries or for which
any claim may be made against Holdings (prior to a Borrower Qualified IPO), the
Borrower or any of the Subsidiaries, on account of wages and employee health and
welfare insurance and other benefits have been paid or accrued as a liability on
the books of Holdings (prior to a Borrower Qualified IPO), the Borrower or such
Subsidiary to the extent required by GAAP. Except as, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect,
the consummation of the Transactions


                                      -86-
<PAGE>

will not give rise to a right of termination or right of renegotiation on the
part of any union under any material collective bargaining agreement to which
Holdings (prior to a Borrower Qualified IPO), the Borrower or any of the
Subsidiaries (or any predecessor) is a party or by which Holdings (prior to a
Borrower Qualified IPO), the Borrower or any of the Subsidiaries (or any
predecessor) is bound.

            SECTION 3.21. Insurance. As of the Closing Date, all material
insurance maintained by or on behalf of Holdings, the Borrower and the
Subsidiaries is in full force and effect.

            SECTION 3.22. No Default . No Default or Event of Default has
occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.

            SECTION 3.23. Intellectual Property; Licenses, Etc. Except as would
not reasonably be expected to have a Material Adverse Effect and as set forth in
Schedule 3.23, (a) the Borrower and each of the Subsidiaries owns, or possesses
the right to use, all of the patents, registered trademarks, registered service
marks or trade names, registered copyrights or mask works, domain names,
applications and registrations for any of the foregoing (collectively,
"Intellectual Property Rights") that are reasonably necessary for the operation
of their respective businesses, without conflict with the rights of any other
person, (b) to the best knowledge of the Borrower, the Borrower and the
Subsidiaries are not interfering with, infringing upon, misappropriating or
otherwise violating Intellectual Property Rights of any person, and (c) no claim
or litigation regarding any of the foregoing is pending or, to the best
knowledge of the Borrower, threatened.

            SECTION 3.24. Senior Debt. The Obligations constitute "Senior Debt"
(or the equivalent thereof) and "Designated Senior Debt" (or the equivalent
thereof, if any) under the Senior Subordinated Notes Indenture and under the
documentation governing any other subordinated Indebtedness permitted to be
incurred hereunder or any Permitted Refinancing Indebtedness in respect of the
Senior Subordinated Notes or any other Indebtedness permitted to be incurred
hereunder constituting subordinated Indebtedness.

                                   ARTICLE IV

                              Conditions of Lending

            The obligations of (a) the Lenders (including the Swingline Lender)
to make Loans and (b) any Issuing Bank to issue Letters of Credit or increase
the stated amounts of Letters of Credit hereunder (each, a "Credit Event") are
subject to the satisfaction of the following conditions:

            SECTION 4.01. All Credit Events. On the date of each Borrowing and
on the date of each issuance, amendment, extension or renewal of a Letter of
Credit:


                                      -87-
<PAGE>

            (a) The Administrative Agent shall have received, in the case of a
Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing
Request shall have been deemed given in accordance with the last paragraph of
Section 2.03) or, in the case of the issuance of a Letter of Credit, the
applicable Issuing Bank and the Administrative Agent shall have received a
notice requesting the issuance of such Letter of Credit as required by Section
2.05(b).

            (b) (i) In the case of each Credit Event that occurs on the Closing
Date, the conditions in Section 7.2(a) of the Merger Agreement (but only with
respect to representations and warranties that are material to the interests of
the Lenders, and only to the extent that Holdings has the right to terminate its
obligations under the Merger Agreement as a result of a breach of such
representations in the Merger Agreement) shall be satisfied, and the
representations and warranties made in Sections 3.01(b) and (d), 3.02(a), 3.03,
3,10, 3.11 and 3.24 shall be true and correct in all material respects; and (ii)
in the case of each other Credit Event, the representations and warranties set
forth in the Loan Documents shall be true and correct in all material respects
as of such date (other than an amendment, extension or renewal of a Letter of
Credit without any increase in the stated amount of such Letter of Credit), as
applicable, with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier
date (in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date).

            (c) In the case of each Credit Event that occurs after the Closing
Date, at the time of and immediately after such Borrowing or issuance,
amendment, extension or renewal of a Letter of Credit (other than an amendment,
extension or renewal of a Letter of Credit without any increase in the stated
amount of such Letter of Credit), as applicable, no Event of Default or Default
shall have occurred and be continuing.

            Each such Borrowing and each issuance, amendment, extension or
renewal of a Letter of Credit shall be deemed to constitute a representation and
warranty by the Borrower on the date of such Borrowing, issuance, amendment,
extension or renewal as applicable, as to the matters specified in paragraphs
(b) and (c) of this Section 4.01.

            SECTION 4.02. First Credit Event. On the Closing Date:

            (a) The Administrative Agent (or its counsel) shall have received
from each party hereto either (i) a counterpart of this Agreement signed on
behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include electronic transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this Agreement.

            (b) The Administrative Agent shall have received, on behalf of
itself, the Lenders and each Issuing Bank on the Closing Date, a favorable
written opinion (or opinions) of (i) Morgan, Lewis & Bockius LLP, special New
York counsel for the Loan Parties, in form and substance reasonably satisfactory
to the Administrative Agent and (ii) local counsel reasonably satisfactory to
the Administrative Agent as specified on Schedule 4.02(b), in each case (A)
dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date,
the Administrative


                                      -88-
<PAGE>

Agent and the Lenders and (C) in form and substance reasonably satisfactory to
the Administrative Agent and covering such other matters relating to the Loan
Documents as the Administrative Agent shall reasonably request.

            (c) The Administrative Agent shall have received in the case of each
Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv)
below:

                  (i) a copy of the certificate or articles of incorporation,
            certificate of limited partnership or certificate of formation,
            including all amendments thereto, of each Loan Party, (A) in the
            case of a corporation, certified as of a recent date by the
            Secretary of State (or other similar official) (where such
            certification is available in the relevant person's jurisdiction of
            incorporation) of the jurisdiction of its organization, and a
            certificate as to the good standing (to the extent such concept or a
            similar concept exists under the laws of such jurisdiction) of each
            such Loan Party as of a recent date from such Secretary of State (or
            other similar official) or (B) in the case of a partnership or
            limited liability company, certified by the Secretary or Assistant
            Secretary of each such Loan Party;

                  (ii) a certificate of the Secretary or Assistant Secretary or
            similar officer of each Loan Party dated the Closing Date and
            certifying

                        (A) that attached thereto is a true and complete copy of
                  the by-laws (or partnership agreement, limited liability
                  company agreement or other equivalent governing documents) of
                  such Loan Party as in effect on the Closing Date and at all
                  times since a date prior to the date of the resolutions
                  described in clause (B) below,

                        (B) that attached thereto is a true and complete copy of
                  resolutions duly adopted by the Board of Directors of such
                  Loan Party (or its managing general partner or managing
                  member) authorizing the execution, delivery and performance of
                  the Loan Documents to which such person is a party and, in the
                  case of the Borrower, the borrowings hereunder, and that such
                  resolutions have not been modified, rescinded or amended and
                  are in full force and effect on the Closing Date,

                        (C) that the certificate or articles of incorporation,
                  certificate of limited partnership or certificate of formation
                  of such Loan Party has not been amended since the date of the
                  last amendment thereto disclosed pursuant to clause (i) above,

                        (D) as to the incumbency and specimen signature of each
                  officer executing any Loan Document or any other document
                  delivered in connection herewith on behalf of such Loan Party
                  and

                        (E) as to the absence of any pending proceeding for the
                  dissolution or liquidation of such Loan Party;


                                      -89-
<PAGE>

                  (iii) a certificate of a director or another officer as to the
            incumbency and specimen signature of the Secretary or Assistant
            Secretary or similar officer executing the certificate pursuant to
            clause (ii) above; and

                  (iv) such other documents as the Administrative Agent, the
            Lenders and any Issuing Bank on the Closing Date may reasonably
            request (including without limitation, tax identification numbers
            and addresses).

            (d) The elements of the Collateral and Guarantee Requirement
required to be satisfied on the Closing Date shall have been satisfied (other
than in the case of any security interest in the intended Collateral or any
deliverable related to the perfection of security interests in the intended
Collateral (other than any Collateral the security interest in which may be
perfected by the filing of a UCC financing statement or the delivery of stock
certificates and the security agreement giving rise to the security interest
therein) that is not provided on the Closing Date after the Borrower's use of
commercially reasonable efforts to do so, which such security interest or
deliverable shall be delivered within the time periods specified with respect
thereto in Schedule 4.02(d)) and the Administrative Agent shall have received a
completed Perfection Certificate dated the Closing Date and signed by a
Responsible Officer of the Borrower, together with all attachments contemplated
thereby, and the results of a search of the Uniform Commercial Code (or
equivalent) filings made with respect to the Loan Parties in the jurisdictions
contemplated by the Perfection Certificate and copies of the financing
statements (or similar documents) disclosed by such search and evidence
reasonably satisfactory to the Administrative Agent that the Liens indicated by
such financing statements (or similar documents) are Permitted Liens or have
been released concurrently with the closing of the Transactions and all fundings
pursuant thereto on the Closing Date.

            (e) The Merger shall be consummated substantially concurrently with
the closing under this Agreement in accordance with the terms and conditions of
the Merger Agreement, without material amendment, supplement, modification or
waiver thereof which is materially adverse to the Lenders without the prior
written consent of the Administrative Agent.

            (f) The Equity Financing shall have been consummated.

            (g) The Borrower shall have received gross cash proceeds of (i) $250
million from the issuance of the Senior Unsecured Notes, (ii) $350 million from
the issuance of the Senior Unsecured Toggle Notes, and (iii) $335 million from
the issuance of the Senior Subordinated Notes.

            (h) The terms and conditions of the Senior Unsecured Notes, the
Senior Unsecured Toggle Notes and the Senior Subordinated Notes (including terms
and conditions relating to the interest rate, fees, amortization, maturity,
subordination (in the case of the Senior Subordinated Notes), covenants,
defaults and remedies) shall be as set forth in the Notes Offering Memorandum or
otherwise reasonably satisfactory to the Administrative Agent.

            (i) The Lenders shall have received the financial statements
referred to in Section 3.05.


                                      -90-
<PAGE>

            (j) On the Closing Date, after giving effect to the Transactions and
the other transactions contemplated hereby, Holdings shall have outstanding no
Indebtedness and the Borrower and the Subsidiaries shall have outstanding no
Indebtedness other than (i) the Loans and other extensions of credit under this
Agreement, (ii) the Senior Unsecured Notes, (iii) the Senior Unsecured Toggle
Notes, (iv) the Senior Subordinated Notes, and (v) other Indebtedness permitted
pursuant to Section 6.01.

            (k) The Lenders shall have received a solvency certificate
substantially in the form of Exhibit B and signed by the Chief Financial Officer
of the Borrower confirming the solvency of the Borrower and the Subsidiaries on
a consolidated basis after giving effect to the Transactions on the Closing
Date.

            (l) The Administrative Agent shall have received all fees payable
thereto or to any Lender on or prior to the Closing Date and, to the extent
invoiced, all other amounts due and payable pursuant to the Loan Documents on or
prior to the Closing Date, including, to the extent invoiced, reimbursement or
payment of all reasonable out-of-pocket expenses (including reasonable fees,
charges and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP) required
to be reimbursed or paid by the Loan Parties hereunder or under any Loan
Document.

            (m) The Administrative Agent shall have received insurance
certificates satisfying the requirements of Section 5.02 of this Agreement.

            (n) The Administrative Agent shall have received all documentation
and other information required by regulatory authorities under applicable "know
your customer" and anti-money laundering rules and regulations, including
without limitation, the USA PATRIOT Act.

            (o) The Borrower shall have used commercially reasonable efforts to
(i) have received a corporate credit rating by S&P and a corporate family rating
by Moody's and (ii) cause each of the Loans to have received a rating by S&P and
Moody's.

            For purposes of determining compliance with the conditions specified
in this Section 4.02, each Lender shall be deemed to have consented to, approved
or accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lenders unless an officer of the Administrative Agent responsible for the
transactions contemplated by the Loan Documents shall have received notice from
such Lender prior to the Closing Date specifying its objection thereto and such
Lender shall not have made available to the Administrative Agent such Lender's
ratable portion of the initial Borrowing.

                                   ARTICLE V

                              Affirmative Covenants

            The Borrower covenants and agrees with each Lender that so long as
this Agreement shall remain in effect (other than in respect of contingent
indemnification and expense reimbursement obligations for which no claim has
been made) and until the


                                      -91-
<PAGE>

Commitments have been terminated and the principal of and interest on each Loan,
all Fees and all other expenses or amounts payable under any Loan Document shall
have been paid in full and all Letters of Credit have been canceled or have
expired and all amounts drawn or paid thereunder have been reimbursed in full,
unless the Required Lenders shall otherwise consent in writing, the Borrower
will, and will cause each of the Material Subsidiaries to:

            SECTION 5.01. Existence; Businesses and Properties(a) . (a) Do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except, in the case of a Subsidiary, where the
failure to do so would not reasonably be expected to have a Material Adverse
Effect, and except as otherwise expressly permitted under Section 6.05; provided
that the Borrower may liquidate or dissolve one or more Subsidiaries if the
assets of such Subsidiaries to the extent they exceed estimated liabilities are
acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such
liquidation or dissolution, except that Subsidiary Loan Parties may not be
liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries
may not be liquidated into Foreign Subsidiaries.

            (b) Except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect, do or cause to be done all things
necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force
and effect the permits, franchises, authorizations, patents, trademarks, service
marks, trade names, copyrights, licenses and rights with respect thereto
necessary to the normal conduct of its business, and (ii) at all times maintain
and preserve all property necessary to the normal conduct of its business and
keep such property in good repair, working order and condition and from time to
time make, or cause to be made, all needful and proper repairs, renewals,
additions, improvements and replacements thereto necessary in order that the
business carried on in connection therewith, if any, may be properly conducted
at all times (in each case except as expressly permitted by this Agreement).

            SECTION 5.02. Insurance. (a) Maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by similarly situated companies engaged in the
same or similar businesses operating in the same or similar locations and cause
the Collateral Agent to be listed as a co-loss payee on property and casualty
policies and as an additional insured on liability policies.

            (b) With respect to any Mortgaged Properties, if at any time the
area in which the Premises (as defined in the Mortgages) are located is
designated a "flood hazard area" in any Flood Insurance Rate Map published by
the Federal Emergency Management Agency (or any successor agency), obtain flood
insurance in such reasonable total amount as the Administrative Agent may from
time to time reasonably require, and otherwise comply with the National Flood
Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as
it may be amended from time to time.

            (c) In connection with the covenants set forth in this Section 5.02,
it is understood and agreed that:

            (i) neither the Administrative Agent, the Lenders, the Issuing Bank
      nor their respective agents or employees shall be liable for any loss or
      damage insured by the insurance policies required to be maintained under
      this Section 5.02, it being understood


                                      -92-
<PAGE>

      that (A) the Loan Parties shall look solely to their insurance companies
      or any other parties other than the aforesaid parties for the recovery of
      such loss or damage and (B) such insurance companies shall have no rights
      of subrogation against the Administrative Agent, the Lenders, any Issuing
      Bank or their agents or employees. If, however, the insurance policies, as
      a matter of the internal policy of such insurer, do not provide waiver of
      subrogation rights against such parties, as required above, then each of
      Holdings and the Borrower, on behalf of itself and behalf of each of the
      Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and
      further agrees to cause each of the Subsidiaries to waive, its right of
      recovery, if any, against the Administrative Agent, the Lenders, any
      Issuing Bank and their agents and employees; and

            (ii) the designation of any form, type or amount of insurance
      coverage by the Administrative Agent under this Section 5.02 shall in no
      event be deemed a representation, warranty or advice by the Administrative
      Agent or the Lenders that such insurance is adequate for the purposes of
      the business of Holdings, the Borrower and the Subsidiaries or the
      protection of their properties.

            SECTION 5.03. Taxes. Pay and discharge promptly when due all
material Taxes, imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as well as
all lawful claims which, if unpaid, might give rise to a Lien (other than a
Permitted Lien) upon such properties or any part thereof; provided, however,
that such payment and discharge shall not be required with respect to any such
Tax, assessment, charge, levy or claim so long as (a) the validity or amount
thereof shall be contested in good faith by appropriate proceedings and (b)
Holdings, the Borrower or the affected Subsidiary, as applicable, shall have set
aside on its books reserves in accordance with GAAP with respect thereto.

            SECTION 5.04. Financial Statements, Reports, etc. Furnish to the
Administrative Agent (which will promptly furnish such information to the
Lenders):

            (a) Within 90 days (or such other time period as specified in the
SEC's rules and regulations with respect to non-accelerated filers for the
filing of annual reports on Form 10-K), for each fiscal year (commencing with
the fiscal year ending February 2, 2008), a consolidated balance sheet and
related statements of operations, cash flows and owners' equity showing the
financial position of the Borrower and the Subsidiaries as of the close of such
fiscal year and the consolidated results of its operations during such year and,
starting with the fiscal year ending February 2, 2008, setting forth in
comparative form the corresponding figures for the prior fiscal year, which
consolidated balance sheet and related statements of operations, cash flows and
owners' equity shall be audited by independent public accountants of recognized
national standing and accompanied by an opinion of such accountants (which shall
not be qualified as to scope of audit or as to the status of the Borrower or any
Material Subsidiary as a going concern) to the effect that such consolidated
financial statements fairly present, in all material respects, the financial
position and results of operations of the Borrower and the Subsidiaries on a
consolidated basis in accordance with GAAP, subject to exceptions consistent
with the presentation of financial information contained in the Notes Offering
Memorandum (it being understood that the delivery by the Borrower of annual
reports on Form 10 K of the


                                      -93-
<PAGE>

Borrower and its consolidated Subsidiaries shall satisfy the requirements of
this Section 5.04(a) to the extent such annual reports include the information
specified herein);

            (b) Within 45 days (or such other time period as specified in the
SEC's rules and regulations with respect to non-accelerated filers for the
filing of quarterly reports on Form 10-Q) (or, in the case of the first fiscal
quarter for which quarterly financial statements are required to be delivered
hereunder, within 75 days following the end of such fiscal quarter), for each of
the first three fiscal quarters of each fiscal year, a consolidated balance
sheet and related statements of operations and cash flows showing the financial
position of the Borrower and the Subsidiaries as of the close of such fiscal
quarter and the consolidated results of its operations during such fiscal
quarter and the then-elapsed portion of the fiscal year and setting forth in
comparative form the corresponding figures for the corresponding periods of the
prior fiscal year, all of which shall be in reasonable detail and which
consolidated balance sheet and related statements of operations and cash flows
shall be certified by a Financial Officer of the Borrower on behalf of the
Borrower as fairly presenting, in all material respects, the financial position
and results of operations of the Borrower and the Subsidiaries on a consolidated
basis in accordance with GAAP (subject to normal year-end audit adjustments and
the absence of footnotes, and to exceptions consistent with the presentation of
financial information contained in the Notes Offering Memorandum (it being
understood that the delivery by the Borrower of quarterly reports on Form 10-Q
of the Borrower and its consolidated Subsidiaries shall satisfy the requirements
of this Section 5.04(b) to the extent such quarterly reports include the
information specified herein);

            (c) (x) concurrently with any delivery of financial statements under
paragraphs (a) or (b) above, a certificate of a Financial Officer of the
Borrower (i) certifying that no Event of Default or Default has occurred or, if
such an Event of Default or Default has occurred, specifying the nature and
extent thereof and any corrective action taken or proposed to be taken with
respect thereto, (ii) setting forth computations of the Total Net Secured
Leverage Ratio in reasonable detail as of the end of the applicable fiscal
period, (iii) setting forth the calculation and uses of the Cumulative Credit
for the fiscal period then ended if the Borrower shall have used the Cumulative
Credit for any purpose during such fiscal period and (iv) certifying a list of
names of all Immaterial Subsidiaries, that each Subsidiary set forth on such
list individually qualifies as an Immaterial Subsidiary and that all such
Subsidiaries in the aggregate do not exceed the limitation set forth in clause
(b) of the definition of the term "Immaterial Subsidiary", (y) certifying a list
of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on
such list qualifies as an Unrestricted Subsidiary and (z) concurrently with any
delivery of financial statements under paragraph (a) above, if the accounting
firm is not restricted from providing such a certificate by its policies, a
certificate of the accounting firm opining on or certifying such statements
stating whether they obtained knowledge during the course of their examination
of such statements of any Default or Event of Default (which certificate may be
limited to accounting matters and disclaim responsibility for legal
interpretations);

            (d) promptly after the same become publicly available, copies of all
periodic and other publicly available reports, proxy statements and, to the
extent requested by the Administrative Agent, other materials filed by Holdings,
the Borrower or any of the Subsidiaries with the SEC, or after an initial public
offering, distributed to its stockholders generally, as


                                      -94-
<PAGE>

applicable; provided, however, that such reports, proxy statements, filings and
other materials required to be delivered pursuant to this clause (d) shall be
deemed delivered for purposes of this Agreement when posted to the website of
the Borrower;

            (e) within 120 days after the beginning of each fiscal year, a
reasonably detailed consolidated annual budget for such fiscal year (including a
projected consolidated balance sheet of the Borrower and the Subsidiaries as of
the end of the following fiscal year, and the related consolidated statements of
projected cash flow and projected income), including a description of underlying
assumptions with respect thereto (collectively, the "Budget"), which Budget
shall in each case be accompanied by the statement of a Financial Officer of the
Borrower to the effect that, the Budget is based on assumptions believed by such
Financial Officer to be reasonable as of the date of delivery thereof;

            (f) upon the reasonable request of the Administrative Agent, an
updated Perfection Certificate (or, to the extent such request relates to
specified information contained in the Perfection Certificate, such information)
reflecting all changes since the date of the information most recently received
pursuant to this paragraph (f) or Section 5.10(e);

            (g) promptly, from time to time, such other information regarding
the operations, business affairs and financial condition of Holdings, the
Borrower or any of the Subsidiaries, or compliance with the terms of any Loan
Document, as in each case the Administrative Agent may reasonably request (for
itself or on behalf of any Lender);

            (h) in the event that Holdings or a Parent Entity is not engaged in
any business or activity, and does not own any assets or have other liabilities,
other than those incidental to its ownership directly or indirectly of the
Equity Interests of the Borrower and the incurrence of Indebtedness for borrowed
money (and, without limitation on the foregoing, does not have any subsidiaries
other than the Borrower and the Borrower's Subsidiaries and any direct or
indirect parent companies of the Borrower that are not engaged in any other
business or activity and do not hold any other assets or have any liabilities
except as indicated above) such consolidated reporting at such Parent Entity's
level in a manner consistent with that described in paragraphs (a) and (b) of
this Section 5.04 for the Borrower will satisfy the requirements of such
paragraphs;

            (i) promptly upon request by the Administrative Agent, copies of:
(i) each Schedule B (Actuarial Information) to the most recent annual report
(Form 5500 Series) filed with the Internal Revenue Service with respect to a
Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all
notices received from a Multiemployer Plan sponsor, a plan administrator or any
governmental agency, or provided to any Multiemployer Plan by the Borrower, a
Subsidiary or any ERISA Affiliate, concerning an ERISA Event; and (iv) with
respect to any employee benefit pension plan or other employee benefit plan
governed by the laws of a jurisdiction other than the United States, any
available annual reports, actuarial valuation reports or notices from plan
sponsors or any governmental entity with respect to such plans; and

            (j) promptly following any request therefore by the Administrative
Agent, on and after the effectiveness of Title V of the Pension Act, copies of
(i) any documents described in Section 101(k)(1) of ERISA that Holdings, the
Borrower, a Subsidiary or any ERISA


                                      -95-
<PAGE>

Affiliates may request with respect to any Multiemployer Plan and (ii) any
notices described in Section 101(l)(1) of ERISA that the Holdings, the Borrower,
a Subsidiary or any of its ERISA Affiliates may request with respect to any
Multiemployer Plan; provided that if Holdings, the Borrower, a Subsidiary or any
of its ERISA Affiliates have not requested such documents or notices from the
administrator or sponsor of the applicable Multiemployer Plan, Holdings, the
Borrower, a Subsidiary or its ERISA Affiliates shall promptly make a request for
such documents or notices from the such administrator or sponsor and shall
provide copies of such documents and notices promptly after receipt thereof.

            SECTION 5.05. Litigation and Other Notices(a) . Furnish to the
Administrative Agent (which will promptly thereafter furnish to the Lenders)
written notice of the following promptly after any Responsible Officer of
Holdings or the Borrower obtains actual knowledge thereof:

            (b) any Event of Default or Default, specifying the nature and
extent thereof and the corrective action (if any) proposed to be taken with
respect thereto;

            (c) the filing or commencement of, or any written threat or notice
of intention of any person to file or commence, any action, suit or proceeding,
whether at law or in equity or by or before any Governmental Authority or in
arbitration, against Holdings, the Borrower or any of the Subsidiaries as to
which an adverse determination is reasonably probable and which, if adversely
determined, would reasonably be expected to have a Material Adverse Effect;

            (d) any other development specific to Holdings, the Borrower or any
of the Subsidiaries that is not a matter of general public knowledge and that
has had, or would reasonably be expected to have, a Material Adverse Effect; and

            (e) the development of any ERISA Event that, together with all other
ERISA Events that have developed or occurred, would reasonably be expected to
have a Material Adverse Effect.

            SECTION 5.06. Compliance with Laws. Comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect;
provided, that this Section 5.06 shall not apply to Environmental Laws, which
are the subject of Section 5.09, or to laws related to Taxes, which are the
subject of Section 5.03.

            SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any persons designated by the Administrative Agent or, upon the occurrence and
during the continuance of an Event of Default, any Lender to visit and inspect
the financial records and the properties of Holdings, the Borrower or any of the
Subsidiaries at reasonable times, upon reasonable prior notice to Holdings or
the Borrower, and as often as reasonably requested and to make extracts from and
copies of such financial records, and permit any persons designated by the
Administrative Agent or, upon the occurrence and during the continuance of an
Event of Default, any Lender upon reasonable prior notice to Holdings or the
Borrower to discuss the affairs, finances and condition


                                      -96-
<PAGE>

of Holdings, the Borrower or any of the Subsidiaries with the officers thereof
and independent accountants therefor (subject to reasonable requirements of
confidentiality, including requirements imposed by law or by contract).

            SECTION 5.08. Use of Proceeds. Use the proceeds of the Revolving
Facility Loans and the Swingline Loans and request issuance of Letters of Credit
solely for general corporate purposes; and use the proceeds of the Term B Loans
and up to $5.0 million of the Revolving Facility Loans to consummate the Merger
and the other Transactions.

            SECTION 5.09. Compliance with Environmental Laws. Comply, and make
reasonable efforts to cause all lessees and other persons occupying its
properties to comply, with all Environmental Laws applicable to its operations
and properties; and obtain and renew all material authorizations and permits
required pursuant to Environmental Law for its operations and properties, in
each case in accordance with Environmental Laws, except, in each case with
respect to this Section 5.09, to the extent the failure to do so would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

            SECTION 5.10. Further Assurances; Additional Security. (a) Execute
any and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of
financing statements, fixture filings, Mortgages and other documents and
recordings of Liens in stock registries), that may be required under any
applicable law, or that the Collateral Agent may reasonably request, to satisfy
the Collateral and Guarantee Requirement and to cause the Collateral and
Guarantee Requirement to be and remain satisfied, all at the expense of the Loan
Parties and provide to the Collateral Agent, from time to time upon reasonable
request, evidence reasonably satisfactory to the Collateral Agent as to the
perfection and priority of the Liens created or intended to be created by the
Security Documents.

            (b) If any asset (including any owned Real Property (other than
owned Real Property covered by paragraph (c) below) or improvements thereto or
any interest therein) that has an individual fair market value in an amount
greater than $5.0 million is acquired by the Borrower or any other Loan Party
after the Closing Date or owned by an entity at the time it becomes a Subsidiary
Loan Party (in each case other than (x) assets constituting Collateral under a
Security Document that become subject to the Lien of such Security Document upon
acquisition thereof and (y) assets that are not required to become subject to
Liens in favor of the Collateral Agent pursuant to Section 5.10(g) or the
Security Documents) will (i) notify the Collateral Agent thereof, (ii) if such
asset is comprised of Real Property, deliver to Collateral Agent an updated
Schedule 1.01B reflecting the addition of such asset, and (iii) cause such asset
to be subjected to a Lien securing the Obligations and take, and cause the
Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Collateral Agent to grant and perfect such Liens,
including actions described in paragraph (a) of this Section, all at the expense
of the Loan Parties, subject to paragraph (g) below.

            (c) As soon as practicable but in no event later than the date of
delivery of financial statements immediately following the acquisition of such
Real Property pursuant to Section 5.04(a) or (b), notify the Collateral Agent of
the acquisition of, grant and cause each of the Subsidiary Loan Parties to grant
to the Collateral Agent security interests and mortgages in


                                      -97-
<PAGE>

such owned Real Property of the Borrower or any such Subsidiary Loan Parties as
are not covered by the original Mortgages, to the extent acquired after the
Closing Date and having a value at the time of acquisition in excess of $5.0
million pursuant to documentation substantially in the form of the Mortgages
delivered to the Collateral Agent on the Closing Date or in such other form as
is reasonably satisfactory to the Collateral Agent (each, an "Additional
Mortgage") and constituting valid and enforceable Liens subject to no other
Liens except Permitted Liens at the time of perfection thereof, record or file,
and cause each such Subsidiary to record or file, the Additional Mortgage or
instruments related thereto in such manner and in such places as is required by
law to establish, perfect, preserve and protect the Liens in favor of the
Collateral Agent required to be granted pursuant to the Additional Mortgages and
pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other
charges payable in connection therewith, in each case subject to paragraph (g)
below. Unless otherwise waived by the Collateral Agent, with respect to each
such Additional Mortgage, the Borrower shall deliver to the Collateral Agent
contemporaneously therewith a title insurance policy, and a survey.

            (d) If any additional direct or indirect Subsidiary of the Borrower
is formed or acquired after the Closing Date (with any Subsidiary Redesignation
resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to
constitute the acquisition of a Subsidiary) and if such Subsidiary is a
Subsidiary Loan Party, within five Business Days after the date such Subsidiary
is formed or acquired, notify the Collateral Agent and the Lenders thereof and,
within 20 Business Days after the date such Subsidiary is formed or acquired or
such longer period as the Collateral Agent shall agree, cause the Collateral and
Guarantee Requirement to be satisfied with respect to such Subsidiary and with
respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or
on behalf of any Loan Party, subject to paragraph (g) below.

            (e) If any additional Foreign Subsidiary of the Borrower is formed
or acquired after the Closing Date (with any Subsidiary Redesignation resulting
in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute
the acquisition of a Subsidiary) and if such Subsidiary is a "first tier"
Foreign Subsidiary, within five Business Days after the date such Foreign
Subsidiary is formed or acquired, notify the Collateral Agent and the Lenders
thereof and, within 20 Business Days after the date such Foreign Subsidiary is
formed or acquired or such longer period as the Collateral Agent shall agree,
cause the Collateral and Guarantee Requirement to be satisfied with respect to
any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Loan
Party, subject to paragraph (g) below.

            (f) (i) Furnish to the Collateral Agent prompt written notice of any
change (A) in any Loan Party's corporate or organization name, (B) in any Loan
Party's identity or organizational structure or (C) in any Loan Party's
organizational identification number; provided, that the Borrower shall not
effect or permit any such change unless all filings have been made, or will have
been made within any statutory period, under the Uniform Commercial Code or
otherwise that are required in order for the Collateral Agent to continue at all
times following such change to have a valid, legal and perfected security
interest in all the Collateral for the benefit of the Secured Parties and (ii)
promptly notify the Collateral Agent if any material portion of the Collateral
is damaged or destroyed.

            (g) The Collateral and Guarantee Requirement and the other
provisions of this Section 5.10 need not be satisfied with respect to (i) any
interests in Real Property held by the


                                      -98-
<PAGE>

Borrower or any of its Subsidiaries as a lessee under a lease or that has an
individual fair market value in an amount less than $5.0 million, (ii) any
vehicle, (iii) perfection of cash, deposit accounts and securities accounts,
(iv) any Equity Interests acquired after the Closing Date (other than Equity
Interests in the Borrower or, in the case of any person which is a Subsidiary,
Equity Interests in such person issued or acquired after such person became a
Subsidiary) in accordance with this Agreement if, and to the extent that, and
for so long as (A) doing so would violate applicable law or a contractual
obligation binding on such Equity Interests and (B) with respect to contractual
obligations, such obligation existed at the time of the acquisition thereof and
was not created or made binding on such Equity Interests in contemplation of or
in connection with the acquisition of such Subsidiary, (v) any assets acquired
after the Closing Date, to the extent that, and for so long as, taking such
actions would violate applicable law or an enforceable contractual obligation
binding on such assets that existed at the time of the acquisition thereof and
was not created or made binding on such assets in contemplation or in connection
with the acquisition of such assets (except in the case of assets acquired with
Indebtedness permitted pursuant to Section 6.01(i) that is secured by a
Permitted Lien) or (vi) those assets as to which the Administrative Agent shall
reasonably determine that the costs of obtaining or perfecting such a security
interest are excessive in relation to the value of the security to be afforded
thereby; provided, that, upon the reasonable request of the Collateral Agent,
the Borrower shall, and shall cause any applicable Subsidiary to, use
commercially reasonable efforts to have waived or eliminated any contractual
obligation of the types described in clauses (iv) and (v) above.

            SECTION 5.11. Rating. Exercise commercially reasonable efforts to
maintain ratings from each of Moody's and S&P for the Term B Loans.

            SECTION 5.12. Fiscal Year; Accounting. In the case of the Borrower,
cause its fiscal year to end on the Saturday closest to January 31, unless prior
written notice of a change is given to the Administrative Agent concurrently
with any required notice to the SEC.

                                   ARTICLE VI

                               Negative Covenants

            The Borrower covenants and agrees with each Lender that, so long as
this Agreement shall remain in effect (other than in respect of contingent
indemnification and expense reimbursement obligations for which no claim has
been made) and until the Commitments have been terminated and the principal of
and interest on each Loan, all Fees and all other expenses or amounts payable
under any Loan Document have been paid in full and all Letters of Credit have
been canceled or have expired and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, the Borrower will not, and will not permit any of the Material
Subsidiaries to:

            SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist
any Indebtedness, except:


                                      -99-
<PAGE>

            (a) Indebtedness existing on the Closing Date and set forth on
      Schedule 6.01 and any Permitted Refinancing Indebtedness incurred to
      Refinance such Indebtedness (other than intercompany indebtedness
      Refinanced with Indebtedness owed to a person not affiliated with the
      Borrower or any Subsidiary);

            (b) Indebtedness created hereunder and under the other Loan
      Documents, the Senior Unsecured Notes, the Senior Unsecured Toggle Notes,
      the Senior Subordinated Notes and any Permitted Refinancing Indebtedness
      incurred to Refinance such Indebtedness;

            (c) Indebtedness of the Borrower or any Subsidiary pursuant to Swap
      Agreements;

            (d) Indebtedness owed to (including obligations in respect of
      letters of credit or bank guarantees or similar instruments for the
      benefit of) any person providing workers' compensation, health, disability
      or other employee benefits or property, casualty or liability insurance to
      the Borrower or any Subsidiary, pursuant to reimbursement or
      indemnification obligations to such person, in each case in the ordinary
      course of business; provided, that upon the incurrence of Indebtedness
      with respect to reimbursement obligations regarding workers' compensation
      claims, such obligations are reimbursed not later than 30 days following
      such incurrence;

            (e) Indebtedness of the Borrower to Holdings or any Subsidiary and
      of any Subsidiary to Holdings, the Borrower or any Subsidiary; provided,
      that (i) Indebtedness of any Subsidiary that is not a Subsidiary Loan
      Party owing to the Loan Parties shall be subject to Section 6.04(b) and
      (ii) Indebtedness of the Borrower to Holdings or any Subsidiary and
      Indebtedness of any other Loan Party to Holdings or any Subsidiary that is
      not a Subsidiary Loan Party (the "Subordinated Intercompany Debt") shall
      be subordinated to the Obligations on terms reasonably satisfactory to the
      Administrative Agent;

            (f) Indebtedness in respect of performance bonds, bid bonds, appeal
      bonds, surety bonds and completion guarantees and similar obligations, in
      each case provided in the ordinary course of business, including those
      incurred to secure health, safety and environmental obligations in the
      ordinary course of business;

            (g) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument drawn
      against insufficient funds in the ordinary course of business or other
      cash management services in the ordinary course of business; provided,
      that (x) such Indebtedness (other than credit or purchase cards) is
      extinguished within ten Business Days of notification to the Borrower of
      its incurrence and (y) such Indebtedness in respect of credit or purchase
      cards is extinguished within 60 days from its incurrence;

            (h) (i) Indebtedness of a Subsidiary acquired after the Closing Date
      or an entity merged into or consolidated or amalgamated with the Borrower
      or any Subsidiary after the Closing Date and Indebtedness assumed in
      connection with the acquisition of


                                     -100-
<PAGE>

      assets, which Indebtedness in each case exists at the time of such
      acquisition, merger, consolidation or amalgamation and is not created in
      contemplation of such event and where such acquisition, merger,
      consolidation or amalgamation is permitted by this Agreement and (ii) any
      Permitted Refinancing Indebtedness incurred to Refinance such
      Indebtedness; provided, that (A) in each case, no Default or Event of
      Default shall have occurred and be continuing or would result therefrom
      and (B) the amount of Indebtedness incurred pursuant to this paragraph (h)
      shall not exceed the greater of $75 million and 2.25% of Consolidated
      Total Assets as of the end of the fiscal quarter immediately prior to the
      date of such incurrence for which financial statements have been delivered
      pursuant to Section 5.04;

            (i) Capital Lease Obligations, mortgage financings and purchase
      money Indebtedness incurred by the Borrower or any Subsidiary prior to or
      within 270 days after the acquisition, lease or improvement of the
      respective property (real or personal, and whether through the direct
      purchase of property or the Equity Interests of any person owning such
      property) permitted under this Agreement in order to finance such
      acquisition, lease or improvement, and any Permitted Refinancing
      Indebtedness in respect thereof; provided, that, if immediately after
      giving effect to such transaction, the Total Net Secured Leverage Ratio of
      the Borrower on a Pro Forma Basis would be greater than 5.00:1.00, then
      the amount of Indebtedness incurred pursuant to this paragraph (i), when
      combined with the Remaining Present Value of outstanding leases permitted
      under Section 6.03, shall not exceed the greater of $75 million and 2.25%
      of Consolidated Total Assets as of the end of the fiscal quarter
      immediately prior to the date of such incurrence for which financial
      statements have been delivered pursuant to Section 5.04;

            (j) Capital Lease Obligations incurred by the Borrower or any
      Subsidiary in respect of any Sale and Lease-Back Transaction that is
      permitted under Section 6.03, and any Permitted Refinancing Indebtedness
      in respect thereof;

            (k) other Indebtedness of the Borrower or any Subsidiary, in an
      aggregate principal amount that at the time of, and after giving effect
      to, the incurrence thereof, would not exceed the greater of $100 million
      and 3.0% of Consolidated Total Assets as of the end of the fiscal quarter
      immediately prior to the date of such incurrence for which financial
      statements have been delivered pursuant to Section 5.04;

            (l) Guarantees (i) by the Loan Parties of the Indebtedness of the
      Borrower described in paragraphs (a) and (b) of this Section 6.01, so long
      as the Guarantee of the Senior Subordinated Notes or any Permitted
      Refinancing Indebtedness in respect thereof are subordinated substantially
      on terms as set forth in the Senior Subordinated Notes Indenture with
      respect to the Senior Subordinated Notes, (ii) by the Borrower or any
      Subsidiary Loan Party of any Indebtedness of the Borrower or any
      Subsidiary Loan Party permitted to be incurred under this Agreement, (iii)
      by the Borrower or any Subsidiary Loan Party of Indebtedness otherwise
      permitted hereunder of Holdings or any Subsidiary that is not a Subsidiary
      Loan Party to the extent such Guarantees are permitted by Section 6.04
      (other than Section 6.04(v)), (iv) by any Foreign Subsidiary of
      Indebtedness of another Foreign Subsidiary, and (v) by the Borrower of
      Indebtedness of Foreign


                                     -101-
<PAGE>

      Subsidiaries incurred for working capital purposes in the ordinary course
      of business on ordinary business terms so long as such Indebtedness is
      permitted to be incurred under Section 6.01 (r) to the extent such
      Guarantees are permitted by 6.04 (other than Section 6.04(v)); provided,
      that Guarantees by the Borrower or any Loan Party under this Section
      6.01(l) of any other Indebtedness of a person that is subordinated to
      other Indebtedness of such person shall be expressly subordinated to the
      Obligations to at least the same extent as the Guarantee of the Senior
      Subordinated Notes is under the Senior Subordinated Notes Indenture;

            (m) Indebtedness arising from agreements of the Borrower or any
      Subsidiary providing for indemnification, adjustment of purchase or
      acquisition price or similar obligations, in each case, incurred or
      assumed in connection with the Transactions and any Permitted Business
      Acquisition or the disposition of any business, assets or a Subsidiary not
      prohibited by this Agreement, other than Guarantees of Indebtedness
      incurred by any person acquiring all or any portion of such business,
      assets or a Subsidiary for the purpose of financing such acquisition;

            (n) Indebtedness in respect of letters of credit, bank guarantees,
      warehouse receipts or similar instruments issued to support performance
      obligations and trade letters of credit (other than obligations in respect
      of other Indebtedness) in the ordinary course of business;

            (o) Indebtedness supported by a Letter of Credit, in a principal
      amount not in excess of the stated amount of such Letter of Credit;

            (p) Indebtedness consisting of (i) the financing of insurance
      premiums or (ii) take-or-pay obligations contained in supply arrangements,
      in each case, in the ordinary course of business;

            (q) (i) Other Indebtedness incurred by the Borrower or any
      Subsidiary Loan Party; provided that (A) at the time of the incurrence of
      such Indebtedness and after giving effect thereto, no Default or Event of
      Default shall have occurred and be continuing or would result therefrom;
      and (B) in the case of any such Indebtedness that is secured, immediately
      after giving effect to the issuance, incurrence or assumption of such
      Indebtedness, the Total Net Secured Leverage Ratio on a Pro Forma Basis
      shall not be greater than 5.00 to 1.00 and (ii) Permitted Refinancing
      Indebtedness in respect thereof;

            (r) Indebtedness of Foreign Subsidiaries (other than Indebtedness
      owed to the Borrower or another Subsidiary) in an aggregate amount not to
      exceed at any time outstanding the greater of $50 million and 1.5% of
      Consolidated Total Assets at the time of such incurrence;

            (s) unsecured Indebtedness in respect of obligations of the Borrower
      or any Subsidiary to pay the deferred purchase price of goods or services
      or progress payments in connection with such goods and services; provided,
      that such obligations are incurred in connection with open accounts
      extended by suppliers on customary trade terms (which require that all
      such payments be made within 60 days after the incurrence of the related


                                     -102-
<PAGE>

      obligations) in the ordinary course of business and not in connection with
      the borrowing of money or any Swap Agreements;

            (t) Indebtedness representing deferred compensation to employees of
      the Borrower or any Subsidiary incurred in the ordinary course of
      business;

            (u) Indebtedness in connection with Permitted Receivables
      Financings; provided that the proceeds thereof are applied in accordance
      with Section 2.11(b);

            (v) Indebtedness of the Borrower and the Subsidiaries incurred under
      lines of credit or overdraft facilities (including, but not limited to,
      intraday, ACH and purchasing card/T&E services) extended by one or more
      financial institutions reasonably acceptable to the Administrative Agent
      or one or more of the Lenders and (in each case) established for the
      Borrower's and the Subsidiaries' ordinary course of operations (such
      Indebtedness, the "Overdraft Line"), which Indebtedness may be secured as,
      but only to the extent, provided in Section 6.02(b) and in the Security
      Documents (it being understood, however, that for a period of 30
      consecutive days during each fiscal year of the Borrower the outstanding
      principal amount of Indebtedness under the Overdraft Line shall not exceed
      $40 million);

            (w) Indebtedness incurred on behalf of, or representing Guarantees
      of Indebtedness of, joint ventures not in excess, at any one time
      outstanding, of the greater of $25 million or 1.0% of Consolidated Total
      Assets as of the end of the fiscal quarter immediately prior to the date
      of such incurrence for which financial statements have been delivered
      pursuant to Section 5.04;

            (x) Indebtedness issued by the Borrower or any Subsidiary to current
      or former officers, directors and employees, their respective estates,
      spouses or former spouses to finance the purchase or redemption of Equity
      Interests of Holdings or any Parent Entity permitted by Section 6.06;

            (y) Indebtedness consisting of obligations of the Borrower or any
      Subsidiary under deferred compensation or other similar arrangements
      incurred by such person in connection with the Transactions and Permitted
      Business Acquisitions or any other Investment permitted hereunder; and

            (z) all premium (if any, including tender premiums), defeasance
      costs, interest (including post-petition interest), fees, expenses,
      charges and additional or contingent interest on obligations described in
      paragraphs (a) through (z) above.

For purposes of determining compliance with this Section 6.01, the amount of any
Indebtedness denominated in any currency other than Dollars shall be calculated
based on customary currency exchange rates in effect, in the case of such
Indebtedness incurred (in respect of term Indebtedness) or committed (in respect
of revolving Indebtedness) on or prior to the Closing Date, on the Closing Date
and, in the case of such Indebtedness incurred (in respect of term Indebtedness)
or committed (in respect of revolving Indebtedness) after the Closing Date, on
the date that such Indebtedness was incurred (in respect of term Indebtedness)
or committed (in respect of revolving Indebtedness); provided that if such
Indebtedness is incurred to refinance


                                     -103-
<PAGE>

other Indebtedness denominated in a currency other than Dollars (or in a
different currency from the Indebtedness being refinanced), and such refinancing
would cause the applicable Dollar-denominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such
refinancing, such Dollar-denominated restriction shall be deemed not to have
been exceeded so long as the principal amount of such refinancing Indebtedness
does not exceed (i) the outstanding or committed principal amount, as
applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount
of fees, underwriting discounts, premiums (including tender premiums),
defeasance costs and other costs and expenses incurred in connection with such
refinancing.

            SECTION 6.02. Liens. Create, incur, assume or permit to exist any
Lien on any property or assets (including stock or other securities of any
person, including the Borrower and any Subsidiary) at the time owned by it or on
any income or revenues or rights in respect of any thereof, except the following
(collectively, "Permitted Liens"):

            (a) Liens on property or assets of the Borrower and the Subsidiaries
      existing on the Closing Date and set forth on Schedule 6.02(a) or, to the
      extent not listed in such Schedule, where such property or assets have a
      fair market value that does not exceed $10 million in the aggregate, and
      any modifications, replacements, renewals or extensions thereof; provided,
      that such Liens shall secure only those obligations that they secure on
      the Closing Date (and any Permitted Refinancing Indebtedness in respect of
      such obligations permitted by Section 6.01(a)) and shall not subsequently
      apply to any other property or assets of the Borrower or any Subsidiary
      other than (A) after-acquired property that is affixed or incorporated
      into the property covered by such Lien, and (B) proceeds and products
      thereof;

            (b) any Lien created under the Loan Documents (including, without
      limitation, Liens created under the Loan Documents securing Obligations in
      respect of Swap Agreements) or permitted in respect of any Mortgaged
      Property by the terms of the applicable Mortgage; provided, however, in no
      event shall the holders of the Indebtedness under the Overdraft Line have
      the right to receive proceeds in respect of a claim in excess of $40
      million in the aggregate (plus (i) any accrued and unpaid interest in
      respect of Indebtedness incurred by the Borrower and the Subsidiaries
      under the Overdraft Line and (ii) any accrued and unpaid fees and expenses
      owing by the Borrower and the Subsidiaries under the Overdraft Line) from
      the enforcement of any remedies available to the Secured Parties under all
      of the Loan Documents;

            (c) any Lien on any property or asset of the Borrower or any
      Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness
      permitted by Section 6.01(h); provided, that such Lien (i) does not apply
      to any other property or assets of the Borrower or any of the Subsidiaries
      not securing such Indebtedness at the date of the acquisition of such
      property or asset (other than after acquired property subjected to a Lien
      securing Indebtedness and other obligations incurred prior to such date
      and which Indebtedness and other obligations are permitted hereunder that
      require a pledge of after acquired property, it being understood that such
      requirement shall not be permitted to apply to any property to which such
      requirement would not have applied but for such acquisition), (ii) such
      Lien is not created in contemplation of or in connection


                                     -104-
<PAGE>

      with such acquisition and (iii) in the case of a Lien securing Permitted
      Refinancing Indebtedness, any such Lien is permitted, subject to
      compliance with clause (e) of the definition of the term "Permitted
      Refinancing Indebtedness";

            (d) Liens for Taxes, assessments or other governmental charges or
      levies not yet delinquent or that are being contested in compliance with
      Section 5.03;

            (e) Liens imposed by law, including landlord's, carriers',
      warehousemen's, mechanics', materialmen's, repairmen's, construction or
      other like Liens arising in the ordinary course of business, securing
      obligations that are not overdue by more than 30 days or that are being
      contested in good faith by appropriate proceedings and in respect of
      which, if applicable, the Borrower or any Subsidiary shall have set aside
      on its books reserves in accordance with GAAP;

            (f) (i) pledges and deposits and other Liens made in the ordinary
      course of business in compliance with the Federal Employers Liability Act
      or any other workers' compensation, unemployment insurance and other
      social security laws or regulations and deposits securing liability to
      insurance carriers under insurance or self-insurance arrangements in
      respect of such obligations and (ii) pledges and deposits and other Liens
      securing liability for reimbursement or indemnification obligations of
      (including obligations in respect of letters of credit or bank guarantees
      for the benefit of) insurance carriers providing property, casualty or
      liability insurance to the Borrower or any Subsidiary;

            (g) deposits and other Liens to secure the performance of bids,
      trade contracts (other than for Indebtedness), leases (other than Capital
      Lease Obligations), statutory obligations, surety and appeal bonds,
      performance and return of money bonds, bids, leases, government contracts,
      trade contracts, agreements with utilities, and other obligations of a
      like nature (including letters of credit in lieu of any such bonds or to
      support the issuance thereof) incurred by the Borrower or any Subsidiary
      in the ordinary course of business, including those incurred to secure
      health, safety and environmental obligations in the ordinary course of
      business;

            (h) restrictions, survey exceptions and such matters as an accurate
      survey would disclose, easements, trackage rights, leases (other than
      Capital Lease Obligations), licenses, special assessments, rights-of-way,
      covenants, conditions, restrictions and declarations on or with respect to
      the use of Real Property, servicing agreements, development agreements,
      site plan agreements and other similar encumbrances incurred in the
      ordinary course of business and title defects or irregularities that are
      of a minor nature and that, in the aggregate, do not interfere in any
      material respect with the ordinary conduct of the business of the Borrower
      or any Subsidiary;

            (i) Liens securing Indebtedness permitted by Section 6.01(i)
      (limited to the assets subject to such Indebtedness);


                                     -105-
<PAGE>

            (j) Liens arising out of capitalized lease transactions permitted
      under Section 6.03, so long as such Liens attach only to the property sold
      and being leased in such transaction and any accessions thereto or
      proceeds thereof and related property;

            (k) Liens securing judgments that do not constitute an Event of
      Default under Section 7.01(j);

            (l) Liens disclosed by the title insurance policies delivered on or
      subsequent to the Closing Date and pursuant to Section 5.10 and any
      replacement, extension or renewal of any such Lien; provided, that such
      replacement, extension or renewal Lien shall not cover any property other
      than the property that was subject to such Lien prior to such replacement,
      extension or renewal; provided, further, that the Indebtedness and other
      obligations secured by such replacement, extension or renewal Lien are
      permitted by this Agreement;

            (m) any interest or title of a lessor or sublessor under any leases
      or subleases entered into by the Borrower or any Subsidiary in the
      ordinary course of business;

            (n) Liens that are contractual rights of set-off (i) relating to the
      establishment of depository relations with banks not given in connection
      with the issuance of Indebtedness, (ii) relating to pooled deposit or
      sweep accounts of the Borrower or any Subsidiary to permit satisfaction of
      overdraft or similar obligations incurred in the ordinary course of
      business of the Borrower or any Subsidiary or (iii) relating to purchase
      orders and other agreements entered into with customers of the Borrower or
      any Subsidiary in the ordinary course of business;

            (o) Liens arising solely by virtue of any statutory or common law
      provision relating to banker's liens, rights of set-off or similar rights;

            (p) Liens securing obligations in respect of trade-related letters
      of credit, bank guarantees or similar obligations permitted under Section
      6.01(f), (i) or (k) and covering the property (or the documents of title
      in respect of such property) financed by such letters of credit, bank
      guarantees or similar obligations and the proceeds and products thereof;

            (q) leases or subleases, licenses or sublicenses (including with
      respect to intellectual property and software) granted to others in the
      ordinary course of business not interfering in any material respect with
      the business of the Borrower and the Subsidiaries, taken as a whole;

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

            (s) Liens solely on any cash earnest money deposits made by the
      Borrower or any of the Subsidiaries in connection with any letter of
      intent or purchase agreement in respect of any Investment permitted
      hereunder;


                                     -106-
<PAGE>

            (t) Liens with respect to property or assets of any Foreign
      Subsidiary securing Indebtedness of a Foreign Subsidiary permitted under
      Section 6.01;

            (u) other Liens with respect to property or assets of the Borrower
      or any Subsidiary; provided that (i) after giving effect to any such Lien
      and the incurrence of Indebtedness, if any, secured by such Lien is
      created, incurred, acquired or assumed (or any prior Indebtedness becomes
      so secured) on a Pro Forma Basis, the Total Net Secured Leverage Ratio on
      the last day of the Borrower's then most recently completed fiscal quarter
      for which financial statements are available shall be less than or equal
      to 3.75 to 1.00, (ii) at the time of the incurrence of such Lien and after
      giving effect thereto, no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, (iii) the Indebtedness or
      other obligations secured by such Lien are otherwise permitted by this
      Agreement, and (iv) to the extent such Liens are pari passu or
      subordinated to the Liens granted hereunder, an intercreditor agreement
      reasonably satisfactory to the Administrative Agent shall be entered into
      providing that such new liens will be secured equally and ratably with the
      Liens granted hereunder, or, as applicable, subordinated to the Liens
      granted hereunder, in each case, on customary terms;

            (v) the prior rights of consignees and their lenders under
      consignment arrangements entered into in the ordinary course of business;

            (w) Liens arising from precautionary Uniform Commercial Code
      financing statements or consignments entered into in connection with any
      transaction otherwise permitted under this Agreement;

            (x) Liens on Equity Interests in joint ventures securing obligations
      of such joint venture;

            (y) Liens on securities that are the subject of repurchase
      agreements constituting Permitted Investments under clause (c) of the
      definition thereof;

            (z) Liens in respect of Permitted Receivables Financings that extend
      only to the receivables subject thereto;

            (aa) Liens on goods or inventory the purchase, shipment or storage
      price of which is financed by a documentary letter of credit, bank
      guarantee or bankers' acceptance issued or created for the account of the
      Borrower or any Subsidiary in the ordinary course of business; provided,
      that such Lien secures only the obligations of the Borrower or such
      Subsidiaries in respect of such letter of credit, bank guarantee or
      banker's acceptance to the extent permitted under Section 6.01;

            (bb) Liens securing insurance premiums financing arrangements,
      provided, that such Liens are limited to the applicable unearned insurance
      premiums;

            (cc) Liens in favor of the Borrower or any Subsidiary Loan Party;
      provided that if any such Lien shall cover any Collateral, the holder of
      such Lien shall execute and


                                     -107-
<PAGE>

      deliver to the Administrative Agent a subordination agreement in form and
      substance reasonably satisfactory to the Administrative Agent;

            (dd) Liens on not more than $30 million of deposits securing Swap
      Agreements; provided that if any such Lien shall cover any Collateral, the
      holder of such Lien shall execute and deliver to the Administrative Agent
      a subordination agreement in form and substance reasonably satisfactory to
      the Administrative Agent; and

            (ee) other Liens with respect to property or assets of the Borrower
      or any Subsidiary securing obligations in an aggregate principal amount
      outstanding at any time not to exceed $30 million.

            SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property that it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a "Sale and Lease-Back
Transaction"); provided, that a Sale and Lease-Back Transaction shall be
permitted (a) with respect to property owned (i) by the Borrower or any Domestic
Subsidiary that is acquired after the Closing Date so long as such Sale and
Lease-Back Transaction is consummated within 270 days of the acquisition of such
property or (ii) by any Foreign Subsidiary regardless of when such property was
acquired, and (b) with respect to any property owned by the Borrower or any
Domestic Subsidiary, (i) if at the time the lease in connection therewith is
entered into, and after giving effect to the entering into of such lease, the
Remaining Present Value of such lease, together with Indebtedness outstanding
pursuant to Sections 6.01(i) and the Remaining Present Value of outstanding
leases previously entered into under this Section 6.03(b), would not exceed the
greater of $150 million and 5.0% of Consolidated Total Assets as of the end of
the fiscal quarter immediately prior to the date the lease was entered into for
which financial statements have been delivered pursuant to Section 5.04 and (ii)
if such Sale and Lease-Back Transaction is of property owned by the Borrower or
any Domestic Subsidiary as of the Closing Date, the Net Proceeds therefrom are
used to prepay the Term Loans to the extent required by Section 2.11(a).

            SECTION 6.04. Investments, Loans and Advances. Purchase, hold or
acquire (including pursuant to any merger, consolidation or amalgamation with a
person that is not a Wholly Owned Subsidiary immediately prior to such merger,
consolidation or amalgamation) any Equity Interests, evidences of Indebtedness
or other securities of, make or permit to exist any loans or advances to or
Guarantees of the obligations of, or make or permit to exist any investment or
any other interest in (each, an "Investment"), any other person, except:

            (a) the Transactions (including payments under the Merger
      Agreement);

            (b) (i) Investments by the Borrower or any Subsidiary in the Equity
      Interests of the Borrower or any Subsidiary; (ii) intercompany loans from
      the Borrower or any Subsidiary to the Borrower or any Subsidiary; and
      (iii) Guarantees by the Borrower or any Subsidiary Loan Party of
      Indebtedness otherwise expressly permitted hereunder of the Borrower or
      any Subsidiary; provided, that the sum of (A) Investments (valued at the
      time of the making thereof and without giving effect to any write-downs or
      write-offs


                                     -108-
<PAGE>

      thereof) made after the Closing Date by the Loan Parties pursuant to
      clause (i) in Subsidiaries that are not Subsidiary Loan Parties, plus (B)
      net intercompany loans made after the Closing Date to Subsidiaries that
      are not Subsidiary Loan Parties pursuant to clause (ii), plus (C)
      Guarantees of Indebtedness after the Closing Date of Subsidiaries that are
      not Subsidiary Loan Parties pursuant to clause (iii), shall not exceed an
      aggregate net amount equal to (x) the greater of (1) $150 million and (2)
      5.0% of Consolidated Total Assets as of the end of the fiscal quarter
      immediately prior to the date of such Investment for which financial
      statements have been delivered pursuant to Section 5.04 (plus any return
      of capital actually received by the respective investors in respect of
      Investments theretofore made by them pursuant to this paragraph (b)); plus
      (y) the portion, if any, of the Cumulative Credit on the date of such
      election that the Borrower elects to apply to this Section 6.04(b)(y),
      such election to be specified in a written notice of a Responsible Officer
      of the Borrower calculating in reasonable detail the amount of Cumulative
      Credit immediately prior to such election and the amount thereof elected
      to be so applied; provided, further, that (x) intercompany current
      liabilities incurred in the ordinary course of business in connection with
      the cash management operations of the Borrower and the Subsidiaries and
      (y) intercompany loans, advances or Indebtedness having a term not
      exceeding 364 days (inclusive of any roll-overs or extensions of terms)
      and made in the ordinary course of business consistent with past practice
      shall not be included in calculating the limitation in this paragraph at
      any time;

            (c) Permitted Investments and Investments that were Permitted
      Investments when made;

            (d) Investments arising out of the receipt by the Borrower or any
      Subsidiary of noncash consideration for the sale of assets permitted under
      Section 6.05;

            (e) loans and advances to officers, directors, employees or
      consultants of the Borrower or any Subsidiary (i) in the ordinary course
      of business not to exceed the greater of $5 million and 0.25% of
      Consolidated Total Assets as of the end of the fiscal quarter immediately
      prior to the date of such loan or advance for which financial statements
      have been delivered pursuant to Section 5.04 in the aggregate at any time
      outstanding (calculated without regard to write downs or write offs
      thereof), (ii) in respect of payroll payments and expenses in the ordinary
      course of business and (iii) in connection with such person's purchase of
      Equity Interests of Holdings (or any direct or indirect parent of
      Holdings) solely to the extent that the amount of such loans and advances
      shall be contributed to the Borrower in cash as common equity;

            (f) accounts receivable, security deposits and prepayments arising
      and trade credit granted in the ordinary course of business and any assets
      or securities received in satisfaction or partial satisfaction thereof
      from financially troubled account debtors to the extent reasonably
      necessary in order to prevent or limit loss and any prepayments and other
      credits to suppliers made in the ordinary course of business;

            (g) Swap Agreements permitted pursuant to Section 6.01;


                                     -109-
<PAGE>

            (h) Investments existing on, or contractually committed as of, the
      Closing Date and set forth on Schedule 6.04 and any extensions, renewals
      or reinvestments thereof, so long as the aggregate amount of all
      Investments pursuant to this clause (h) is not increased at any time above
      the amount of such Investment existing or committed on the Closing Date
      (other than pursuant to an increase as required by the terms of any such
      Investment as in existence on the Closing Date);

            (i) Investments resulting from pledges and deposits under Sections
      6.02(f), (g), (k), (r), (s), (u) and (ee);

            (j) other Investments by the Borrower or any Subsidiary in an
      aggregate amount (valued at the time of the making thereof, and without
      giving effect to any write-downs or write-offs thereof) not to exceed (i)
      the greater of $150 million and 5.0% of Consolidated Total Assets as of
      the end of the fiscal quarter immediately prior to the date of such
      incurrence for which financial statements have been delivered pursuant to
      Section 5.04 (plus any returns of capital actually received by the
      respective investor in respect of investments theretofore made by it
      pursuant to this paragraph (j)) plus (ii) the portion, if any, of the
      Cumulative Credit on the date of such election that the Borrower elects to
      apply to this Section 6.04(j)(ii), such election to be specified in a
      written notice of a Responsible Officer of the Borrower calculating in
      reasonable detail the amount of Cumulative Credit immediately prior to
      such election and the amount thereof elected to be so applied; provided
      that if any Investment pursuant to this clause (j) is made in any person
      that is not a Subsidiary of the Borrower at the date of the making of such
      Investment and such person becomes a Subsidiary of the Borrower after such
      date pursuant to another Investment the amount of which, when taken
      together with the amount of the prior Investment, would be permitted under
      another provision of this Section 6.04, any Investment in such person
      outstanding under this Section 6.04(j) shall thereafter be deemed to have
      been made pursuant to such other provision and shall cease to have been
      made pursuant to this clause (j) for so long as such person continues to
      be a Subsidiary of the Borrower;

            (k) Investments constituting Permitted Business Acquisitions;

            (l) intercompany loans between Foreign Subsidiaries and Guarantees
      by Foreign Subsidiaries permitted by Section 6.01(m);

            (m) Investments received in connection with the bankruptcy or
      reorganization of, or settlement of delinquent accounts and disputes with
      or judgments against, customers and suppliers, in each case in the
      ordinary course of business or Investments acquired by the Borrower as a
      result of a foreclosure by the Borrower or any of the Subsidiaries with
      respect to any secured Investments or other transfer of title with respect
      to any secured Investment in default;

            (n) Investments of a Subsidiary acquired after the Closing Date or
      of an entity merged into, or consolidated or amalgamated with, the
      Borrower or merged into or consolidated or amalgamated with a Subsidiary
      after the Closing Date, in each case, (i) to the extent permitted under
      this Section 6.04 and, (ii) in the case of any acquisition,


                                     -110-
<PAGE>

      merger, consolidation or amalgamation, in accordance with Section 6.05 and
      (iii) to the extent that such Investments were not made in contemplation
      of or in connection with such acquisition, merger, consolidation or
      amalgamation and were in existence on the date of such acquisition,
      merger, consolidation or amalgamation;

            (o) acquisitions by the Borrower of obligations of one or more
      officers or other employees of Holdings, any Parent Entity, the Borrower
      or the Subsidiaries in connection with such officer's or employee's
      acquisition of Equity Interests of Holdings or any Parent Entity, so long
      as no cash is actually advanced by the Borrower or any of the Subsidiaries
      to such officers or employees in connection with the acquisition of any
      such obligations;

            (p) Guarantees by the Borrower or any Subsidiary of operating leases
      (other than Capital Lease Obligations) or of other obligations that do not
      constitute Indebtedness, in each case entered into by the Borrower or any
      Subsidiary in the ordinary course of business;

            (q) Investments to the extent that payment for such Investments is
      made with Equity Interests of Holdings (or any direct or indirect parent
      of Holdings);

            (r) Investments in the equity interests of one or more newly formed
      persons that are received in consideration of the contribution by
      Holdings, the Borrower or the applicable Subsidiary of assets (including
      Equity Interests and cash) to such person or persons; provided, that (i)
      the fair market value of such assets, determined on an arm's-length basis,
      so contributed pursuant to this paragraph (r) shall not in the aggregate
      exceed $30 million and (ii) in respect of each such contribution, a
      Responsible Officer of the Borrower shall certify, in a form to be agreed
      upon by the Borrower and the Administrative Agent (x) after giving effect
      to such contribution, no Default or Event of Default shall have occurred
      and be continuing, (y) the fair market value of the assets so contributed
      and (z) that the requirements of paragraph (i) of this proviso remain
      satisfied;

            (s) Investments consisting of the redemption, purchase, repurchase
      or retirement of any Equity Interests permitted under Section 6.06;

            (t) Investments in the ordinary course of business consisting of
      Uniform Commercial Code Article 3 endorsements for collection or deposit
      and Uniform Commercial Code Article 4 customary trade arrangements with
      customers consistent with past practices;

            (u) [Reserved];

            (v) Guarantees permitted under Section 6.01 (except to the extent
      such Guarantee is expressly subject to Section 6.04);

            (w) advances in the form of a prepayment of expenses, so long as
      such expenses are being paid in accordance with customary trade terms of
      the Borrower or such Subsidiary;


                                     -111-
<PAGE>

            (x) Investments by the Borrower and the Subsidiaries, including
      loans and advances to any direct or indirect parent of the Borrower, if
      the Borrower or any other Subsidiary would otherwise be permitted to make
      a Restricted Payment in such amount (provided that the amount of any such
      Investment shall also be deemed to be a Restricted Payment under the
      appropriate clause of Section 6.06 for all purposes of this Agreement);

            (y) Investments arising as a result of Permitted Receivables
      Financings;

            (z) Investments consisting of the licensing or contribution of
      intellectual property pursuant to joint marketing arrangements with other
      persons;

            (aa) purchases and acquisitions of inventory, supplies, materials
      and equipment or purchases of contract rights or licenses or leases of
      intellectual property in each case in the ordinary course of business, to
      the extent such purchases and acquisitions constitute Investments;

            (bb) Investments received substantially contemporaneously in
      exchange for Equity Interests of Holdings or any Parent Entity; provided,
      that such Investments are not included in any determination of the
      Cumulative Credit; and

            (cc) Investments in joint ventures not in excess of the greater of
      $65 million and 2.0% of Consolidated Total Assets as of the end of the
      fiscal quarter immediately prior to the date of such Investment for which
      financial statements have been delivered pursuant to Section 5.04 in the
      aggregate at any time outstanding (calculated without regard to
      write-downs or write-offs thereof); provided that if any Investment
      pursuant to this clause (cc) is made in any person that is not a
      Subsidiary of the Borrower at the date of the making of such Investment
      and such person becomes a Subsidiary of the Borrower after such date
      pursuant to another Investment the amount of which, when taken together
      with the amount of the prior Investment, would be permitted under another
      provision of this Section 6.04, any Investment in such person outstanding
      under this Section 6.04(cc) shall thereafter be deemed to have been made
      pursuant to such other provision and shall cease to have been made
      pursuant to this clause (cc) for so long as such person continues to be a
      Subsidiary of the Borrower.

The amount of Investments that may be made at any time pursuant to Section
6.04(b) or 6.04(j) (such Sections, the "Related Sections") may, at the election
of the Borrower, be increased by the amount of Investments that could be made at
such time under the other Related Section; provided that the amount of each such
increase in respect of one Related Section shall be treated as having been used
under the other Related Section.

            SECTION 6.05. Mergers, Consolidations, Sales of Assets and
Acquisitions. Merge into, or consolidate or amalgamate with any other person, or
permit any other person to merge into or consolidate with it, or sell, transfer,
lease or otherwise dispose of (in one transaction or in a series of
transactions) all or any part of its assets (whether now owned or hereafter
acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests
of the Borrower or any Subsidiary, or purchase, lease or otherwise acquire (in
one transaction or a


                                     -112-
<PAGE>

series of transactions) all or any substantial part of the assets of any other
person or any division or business unit of any other person, except that this
Section shall not prohibit:

            (a) (i) the purchase and sale of inventory in the ordinary course of
      business by the Borrower or any Subsidiary, (ii) the acquisition or lease
      (pursuant to an operating lease) of any other asset in the ordinary course
      of business by the Borrower or any Subsidiary, (iii) the sale of surplus,
      obsolete, damaged or worn out equipment or other property in the ordinary
      course of business by the Borrower or any Subsidiary or (iv) the sale of
      Permitted Investments in the ordinary course of business;

            (b) if at the time thereof and immediately after giving effect
      thereto no Event of Default shall have occurred and be continuing or would
      result therefrom, (i) the merger, consolidation or amalgamation of any
      Subsidiary of the Borrower into or with the Borrower in a transaction in
      which the Borrower is the survivor, (ii) the merger, consolidation or
      amalgamation of any Subsidiary into or with any Subsidiary that is a Loan
      Party in a transaction in which the surviving or resulting entity is a
      Subsidiary Loan Party and, in the case of each of clauses (i) and (ii), no
      person other than the Borrower or a Subsidiary Loan Party receives any
      consideration, (iii) the merger, consolidation or amalgamation of any
      Subsidiary that is not a Subsidiary Loan Party into or with any other
      Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or
      dissolution or change in form of entity of any Subsidiary (other than the
      Borrower) if the Borrower determines in good faith that such liquidation,
      dissolution or change in form is in the best interests of the Borrower and
      is not materially disadvantageous to the Lenders or (v) any Subsidiary may
      merge, consolidate or amalgamate into or with any other person in order to
      effect an Investment permitted pursuant to Section 6.04 so long as the
      continuing or surviving person shall be a Subsidiary, which shall be a
      Loan Party if the merging, consolidating or amalgamating Subsidiary was a
      Loan Party and which together with each of the Subsidiaries shall have
      complied with the requirements of Section 5.10;

            (c) sales, transfers, leases or other dispositions to the Borrower
      or a Subsidiary (upon voluntary liquidation or otherwise); provided, that
      any sales, transfers, leases or other dispositions by a Loan Party to a
      Subsidiary that is not a Subsidiary Loan Party in reliance on this
      paragraph (c) shall be made in compliance with Section 6.07 and shall be
      included in Section 6.05(h);

            (d) transfers by any Loan Party of Equity Interests in a "first
      tier" Foreign Subsidiary or "first tier" Qualified CFC Holding Company to
      a "first tier" Foreign Subsidiary or "first tier" Qualified CFC Holding
      Company; provided, that (i) if the Equity Interests of the transferee have
      not already been pledged pursuant to a Foreign Pledge Agreement, the
      pledge of the Equity Interests of such "first tier" Foreign Subsidiary or
      "first tier" Qualified CFC Holding Company shall be made in accordance
      with Section 5.10(e) hereof and (ii) the pledge of any Equity Interests so
      transferred shall be released by the Collateral Agent upon the
      consummation of such transfer;

            (e) Sale and Lease-Back Transactions permitted by Section 6.03;


                                     -113-
<PAGE>

            (f) Investments permitted by Section 6.04, Permitted Liens,
      Restricted Payments permitted by Section 6.06;

            (g) the sale of defaulted receivables in the ordinary course of
      business and not as part of an accounts receivables financing transaction;

            (h) sales, transfers, leases, licenses or other dispositions of
      assets not otherwise permitted by this Section 6.05 (or required to be
      included in this clause (g) pursuant to Section 6.05(c)); provided, that
      (i) the aggregate gross proceeds (including noncash proceeds) of any or
      all assets, sold, transferred, leased or otherwise disposed of in reliance
      under this paragraph (g) shall not exceed, in any fiscal year of the
      Borrower, the greater of (x) $200 million and (y) 6.5% of Consolidated
      Total Assets as of the end of the fiscal quarter immediately prior to the
      date of such sale, transfer, lease, license or other disposition for which
      financial statements have been delivered pursuant to Section 5.04, (ii) no
      Default or Event of Default exists or would result therefrom and (iii) the
      Net Proceeds thereof are applied in accordance with Section 2.11(b);

            (i) Permitted Business Acquisitions (including any merger,
      consolidation or amalgamation in order to effect a Permitted Business
      Acquisition); provided, that following any such merger, consolidation or
      amalgamation (i) involving the Borrower, the Borrower is the surviving
      corporation, (ii) involving a Domestic Subsidiary, the surviving or
      resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned
      Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or
      resulting entity shall be a Wholly Owned Subsidiary;

            (j) leases, licenses, or subleases or sublicenses of any real or
      personal property in the ordinary course of business;

            (k) sales, leases or other dispositions of inventory of the Borrower
      and the Subsidiaries determined by the management of the Borrower to be no
      longer useful or necessary in the operation of the business of the
      Borrower or any of the Subsidiaries;

            (l) acquisitions and purchases made with the proceeds of any Asset
      Sale pursuant to the first proviso of paragraph (a) of the definition of
      "Net Proceeds";

            (m) the purchase and sale or other transfer (including by capital
      contribution) of Receivables Assets pursuant to Permitted Receivables
      Financings; provided that the Net Proceeds thereof are applied in
      accordance with Section 2.11(b);

            (n) any exchange of assets for services and/or other assets of
      comparable or greater value; provided, that (i) at least 90% of the
      consideration received by the transferor consists of assets that will be
      used in a business or business activity permitted hereunder, (ii) in the
      event of a swap with a fair market value in excess of $10 million, the
      Administrative Agent shall have received a certificate from a Responsible
      Officer of the Borrower with respect to such fair market value and (iii)
      in the event of a swap with a fair market value in excess of $25 million,
      such exchange shall have been approved by at least a majority of the Board
      of Directors of Holdings or the Borrower; provided, further, that (A) no
      Default or Event of Default exists or would result therefrom, (B) the Net


                                     -114-
<PAGE>

      Proceeds, if any, thereof are applied in accordance with Section 2.11(b)
      and (C) the aggregate gross consideration (including exchange assets,
      other noncash consideration and cash proceeds) of any or all assets
      exchanged in reliance upon this paragraph (m) shall not exceed, in any
      fiscal year of the Borrower, the greater of $200 million and 6.5% of
      Consolidated Total Assets as of the end of the fiscal quarter immediately
      prior to the date of such incurrence for which financial statements have
      been delivered pursuant to Section 5.04; and

            (o) any disposition of Equity Interests of a Subsidiary pursuant to
      an agreement or other obligation with or to a person (other than the
      Borrower and the Subsidiaries) from whom such Subsidiary was acquired or
      from whom such Subsidiary acquired its business and assets (having been
      newly formed in connection with such acquisition), made as part of such
      acquisition and in each case comprising all or a portion of the
      consideration in respect of such sale or acquisition; provided, that the
      net investment in the Equity Interests of the Subsidiary would be
      permitted by Section 6.04 if made on the date of such disposition.

Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no
sale, transfer or other disposition of assets shall be permitted by this Section
6.05 (other than sales, transfers, leases, licenses or other dispositions to
Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for
fair market value, (ii) no sale, transfer or other disposition of assets shall
be permitted by paragraph (a) or (d) of this Section 6.05 unless such
disposition is for at least 75% cash consideration and (iii) no sale, transfer
or other disposition of assets in excess of $10 million shall be permitted by
paragraph (g) of this Section 6.05 unless such disposition is for at least 75%
cash consideration; provided that the provisions of clause (ii) shall not apply
to any individual transaction or series of related transactions involving assets
with a fair market value of less than $10 million or to other transactions
involving assets with a fair market value of not more than $25 million in the
aggregate for all such transactions during the term of this Agreement; provided,
further, that for purposes of clause (iii), (a) the amount of any liabilities
(as shown on the Borrower's or any Subsidiary's most recent balance sheet or in
the notes thereto) of the Borrower or any Subsidiary of the Borrower (other than
liabilities that are by their terms subordinated to the Obligations) that are
assumed by the transferee of any such assets, (b) any notes or other obligations
or other securities or assets received by the Borrower or such Subsidiary of the
Borrower from such transferee that are converted by the Borrower or such
Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to
the extent of the cash received) and (c) any Designated Non-Cash Consideration
received by the Borrower or any of the Subsidiaries in such Asset Sale having an
aggregate fair market value, taken together with all other Designated Non-Cash
Consideration received pursuant to this clause (c) that is at that time
outstanding, not to exceed $35 million at the time of the receipt of such
Designated Non-Cash Consideration (with the fair market value of each item of
Designated Non-Cash Consideration being measured at the time received and
without giving effect to subsequent changes in value) shall be deemed to be
cash. To the extent any Collateral is disposed of in a transaction expressly
permitted by this Section 6.05 to any person other than Holdings, the Borrower
or any Subsidiary, such Collateral shall be sold free and clear of the Liens
created by the Loan Documents, and the Administrative Agent shall take, and
shall be authorized by each Lender to take, any actions reasonably requested by
the Borrower in order to evidence the foregoing.


                                     -115-
<PAGE>

            SECTION 6.06. Restricted Payments. Declare or pay any dividend or
make any other distribution (by reduction of capital or otherwise), whether in
cash, property, securities or a combination thereof, with respect to any of its
Equity Interests (other than dividends and distributions on Equity Interests
payable solely by the issuance of additional Equity Interests (other than
Disqualified Stock) of the person paying such dividends or distributions) or
directly or indirectly redeem, purchase, retire or otherwise acquire for value
(or permit any Subsidiary to purchase or acquire) any of its Equity Interests or
set aside any amount for any such purpose (other than through the issuance of
additional Equity Interests (other than Disqualified Stock) of the person
redeeming, purchasing, retiring or acquiring such shares) (the foregoing,
"Restricted Payments"); provided, however, that:

            (a) any Subsidiary of the Borrower may make Restricted Payments to
      the Borrower or to any Wholly Owned Subsidiary of the Borrower (or, in the
      case of non-Wholly Owned Subsidiaries, to the Borrower or any Subsidiary
      that is a direct or indirect parent of such Subsidiary and to each other
      owner of Equity Interests of such Subsidiary on a pro rata basis (or more
      favorable basis from the perspective of the Borrower or such Subsidiary)
      based on their relative ownership interests so long as any repurchase of
      its Equity Interests from a person that is not the Borrower or a
      Subsidiary is permitted under Section 6.04);

            (b) (x) the Borrower may make Restricted Payments to Holdings in
      respect of (i) overhead, legal, accounting and other professional fees and
      expenses of Holdings or any Parent Entity, (ii) fees and expenses related
      to any public offering or private placement of debt or equity securities
      of Holdings or any Parent Entity whether or not consummated, (iii)
      franchise taxes and other fees, taxes and expenses in connection with the
      maintenance of its existence and its (or any Parent Entity's indirect)
      ownership of the Borrower, (iv) payments permitted by Section 6.07(b), and
      (v) customary salary, bonus and other benefits payable to, and indemnities
      provided on behalf of, officers and employees of Holdings or any Parent
      Entity, in each case in order to permit Holdings or any Parent Entity to
      make such payments; provided, that in the case of clauses (i), (ii) and
      (iii), the amount of such Restricted Payments shall not exceed the portion
      of any amounts referred to in such clauses (i), (ii) and (iii) that are
      allocable to the Borrower and its Subsidiaries (which shall be 100% for so
      long as Holdings or such Parent Entity, as the case may be, owns no assets
      other than the Equity Interests in the Borrower, Holdings, or another
      Parent Entity) and (y) the Borrower may make Restricted Payments to any
      direct or indirect parent company of the Borrower that files a
      consolidated U.S. federal tax return that includes the Borrower and any of
      its Subsidiaries, in each case in an amount not to exceed the amount that
      the Borrower and such Subsidiaries would have been required to pay in
      respect of federal, state or local taxes (as the case may be) in respect
      of such year if the Borrower and such Subsidiaries paid such taxes
      directly as a stand-alone taxpayer (or stand-alone group);

            (c) the Borrower may make Restricted Payments to Holdings the
      proceeds of which are used to purchase or redeem the Equity Interests of
      Holdings or any Parent Entity (including related stock appreciation rights
      or similar securities) held by then present or former directors,
      consultants, officers or employees of Holdings, the Borrower or any of the
      Subsidiaries or by any Plan or any shareholders' agreement then in effect


                                     -116-
<PAGE>

      upon such person's death, disability, retirement or termination of
      employment or under the terms of any such Plan or any other agreement
      under which such shares of stock or related rights were issued; provided,
      that the aggregate amount of such purchases or redemptions under this
      paragraph (c) shall not exceed in any fiscal year $30 million, plus (x)
      the amount of net proceeds contributed to the Borrower that were received
      by Holdings or any Parent Entity during such calendar year from sales of
      Equity Interests of Holdings or any Parent Entity of Holdings to
      directors, consultants, officers or employees of Holdings, any Parent
      Entity, the Borrower or any Subsidiary in connection with permitted
      employee compensation and incentive arrangements, (y) the amount of net
      proceeds of any key-man life insurance policies received during such
      calendar year and (z) the amount of any cash bonuses otherwise payable to
      members of management, directors or consultants of Holdings, any Parent
      Entity, the Borrower or the Subsidiaries in connection with the
      Transactions that are foregone in return for the receipt of Equity
      Interests the fair market value of which shall not exceed the amount of
      such cash bonuses, which, if not used in any year, may be carried forward
      to any subsequent calendar year; and provided, further, that cancellation
      of Indebtedness owing to the Borrower or any Subsidiary from members of
      management of Holdings, any Parent Entity, the Borrower or the
      Subsidiaries in connection with a repurchase of Equity Interests of
      Holdings or any Parent Entity will not be deemed to constitute a
      Restricted Payment for purposes of this Section 6.06;

            (d) noncash repurchases of Equity Interests deemed to occur upon
      exercise of stock options if such Equity Interests represent a portion of
      the exercise price of such options;

            (e) the Borrower may make Restricted Payments to Holdings in an
      aggregate amount equal to the portion, if any, of the Cumulative Credit on
      such date that the Borrower elects to apply to this Section 6.06(e), such
      election to be specified in a written notice of a Responsible Officer of
      the Borrower calculating in reasonable detail the amount of Cumulative
      Credit immediately prior to such election and the amount thereof elected
      to be so applied; provided, that no Default or Event of Default has
      occurred and is continuing or would result therefrom;

            (f) the Borrower may make Restricted Payments on or following the
      Closing Date in connection with the consummation of the Transactions;

            (g) the Borrower may make Restricted Payments to allow Holdings or
      any Parent Entity to make payments in cash, in lieu of the issuance of
      fractional shares, upon the exercise of warrants or upon the conversion or
      exchange of Equity Interests of any such person;

            (h) after a Qualified IPO, the Borrower may make Restricted Payments
      to Holdings so that Holdings or any Parent Entity may make Restricted
      Payments to its equity holders in an amount equal to 6.0% per annum of the
      net proceeds received by the Borrower from any public offering of Equity
      Interests of Holdings or any Parent Entity;


                                     -117-
<PAGE>

            (i) the Borrower may make Restricted Payments to Holdings or any
      Parent Entity to finance any Investment permitted to be made pursuant to
      Section 6.04; provided that (A) such Restricted Payment shall be made
      substantially concurrently with the closing of such Investment and (B)
      such parent shall, immediately following the closing thereof, cause (1)
      all property acquired (whether assets or Equity Interests) to be
      contributed to the Borrower or a Subsidiary or (2) the merger,
      consolidation or amalgamation (to the extent permitted in Section 6.05) of
      the person formed or acquired into the Borrower or a Subsidiary in order
      to consummate such Permitted Business Acquisition or Investment, in each
      case, in accordance with the requirements of Section 5.10; and

            (j) the Borrower may make any payment otherwise permitted under
      Section 6.07(b)(xiv) to the extent such payment is considered a Restricted
      Payment.

            SECTION 6.07. Transactions with Affiliates. (a) Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transaction with, any of its Affiliates or any
known direct or indirect holder of 10% or more of any class of Equity Interests
of Holdings (prior to a Borrower Qualified IPO) or the Borrower in a transaction
involving aggregate consideration in excess of $5 million, unless such
transaction is (i) otherwise permitted (or required) under this Agreement or
(ii) upon terms no less favorable to the Borrower or such Subsidiary, as
applicable, than would be obtained in a comparable arm's-length transaction with
a person that is not an Affiliate.

            (b) The foregoing paragraph (a) shall not prohibit, to the extent
otherwise permitted under this Agreement,

            (i) any issuance of securities, or other payments, awards or grants
      in cash, securities or otherwise pursuant to, or the funding of,
      employment arrangements, equity purchase agreements, stock options and
      stock ownership plans approved by the Board of Directors of Holdings or of
      the Borrower,

            (ii) loans or advances to employees or consultants of Holdings (or
      any Parent Entity), the Borrower or any of the Subsidiaries in accordance
      with Section 6.04(e),

            (iii) transactions among the Borrower or any Subsidiary or any
      entity that becomes a Subsidiary as a result of such transaction
      (including via merger, consolidation or amalgamation in which a Subsidiary
      is the surviving entity),

            (iv) the payment of fees, reasonable out-of-pocket costs and
      indemnities to directors, officers, consultants and employees of Holdings,
      any Parent Entity, the Borrower and the Subsidiaries in the ordinary
      course of business (limited, in the case of any Parent Entity, to the
      portion of such fees and expenses that are allocable to the Borrower and
      the Subsidiaries (which shall be 100% for so long as Holdings or such
      Parent Entity, as the case may be, owns no assets other than the Equity
      Interests in the Borrower, Holdings or another Parent Entity and assets
      incidental to the ownership of the Borrower and its Subsidiaries)),


                                     -118-
<PAGE>

            (v) subject to the limitations set forth in Section 6.07(b)(xiv), if
      applicable, transactions pursuant to the Transaction Documents and
      permitted transactions, agreements and arrangements in existence on the
      Closing Date and set forth on Schedule 6.07 or any amendment thereto to
      the extent such amendment is not adverse to the Lenders in any material
      respect,

            (vi) (A) any employment agreements entered into by the Borrower or
      any of the Subsidiaries in the ordinary course of business, (B) any
      subscription agreement or similar agreement pertaining to the repurchase
      of Equity Interests pursuant to put/call rights or similar rights with
      employees, officers or directors, and (C) any employee compensation,
      benefit plan or arrangement, any health, disability or similar insurance
      plan which covers employees, and any reasonable employment contract and
      transactions pursuant thereto,

            (vii) Restricted Payments permitted under Section 6.06, including
      payments to Holdings (and any Parent Entity),

            (viii) any purchase by Holdings of the Equity Interests of the
      Borrower; provided, that any Equity Interests of the Borrower purchased by
      Holdings shall be pledged to the Collateral Agent on behalf of the Lenders
      pursuant to the Collateral Agreement,

            (ix) payments by the Borrower or any of the Subsidiaries to the Fund
      or any Fund Affiliate made for any financial advisory, financing,
      underwriting or placement services or in respect of other investment
      banking activities, including in connection with acquisitions or
      divestitures, which payments are approved by the majority of the Board of
      Directors of the Borrower, or a majority of the Disinterested Directors of
      the Borrower, in good faith,

            (x) transactions with Wholly Owned Subsidiaries for the purchase or
      sale of goods, products, parts and services entered into in the ordinary
      course of business in a manner consistent with past practice,

            (xi) any transaction in respect of which the Borrower delivers to
      the Administrative Agent (for delivery to the Lenders) a letter addressed
      to the Board of Directors of the Borrower from an accounting, appraisal or
      investment banking firm, in each case of nationally recognized standing
      that is (A) in the good faith determination of the Borrower qualified to
      render such letter and (B) reasonably satisfactory to the Administrative
      Agent, which letter states that such transaction is on terms that are no
      less favorable to the Borrower or such Subsidiary, as applicable, than
      would be obtained in a comparable arm's-length transaction with a person
      that is not an Affiliate,

            (xii) subject to paragraph (xiv) below, the payment of all fees,
      expenses, bonuses and awards related to the Transactions contemplated by
      the Notes Offering Memorandum, including fees to the Fund or any Fund
      Affiliate,


                                     -119-
<PAGE>

            (xiii) transactions with joint ventures for the purchase or sale of
      goods, equipment and services entered into in the ordinary course of
      business and in a manner consistent with past practice,

            (xiv) any agreement to pay, and the payment of, monitoring,
      consulting, management, transaction, advisory or similar fees payable to
      the Fund or any Fund Affiliate (A) in an aggregate amount in any fiscal
      year not to exceed the sum of (1) the greater of $6.0 million and 2.0% of
      EBITDA for such fiscal year, plus reasonable out of pocket costs and
      expenses in connection therewith and unpaid amounts accrued for prior
      periods; plus (2) any deferred fees (to the extent such fees were within
      such amount in clause (A) (1) above originally), plus (B) 2.0% of the
      value of transactions with respect to which the Fund or any Fund Affiliate
      provides any transaction, advisory or other services, plus (C) a
      transaction fee of not more than $25 million to be paid to the Fund or a
      Fund Affiliate in connection with the Transactions on the Closing Date
      plus (D) so long as no Event of Default has occurred and is continuing, in
      the event of a Qualified IPO, the present value of all future amounts
      payable pursuant to any agreement referred to in clause (A) (1) above in
      connection with the termination of such agreement with the Fund and its
      Fund Affiliates (the "Fund Termination Fee"); provided, that if any such
      payment pursuant to clause (D) is not permitted to be paid as a result of
      an Event of Default, such payment shall accrue and may be payable when no
      Events of Default are continuing to the extent that no further Event of
      Default would result therefrom,

            (xv) the issuance, sale, transfer of Equity Interests of the
      Borrower to Holdings or the Target and capital contributions by Holdings
      to the Borrower,

            (xvi) the issuance of Equity Interests to the management of
      Holdings, the Borrower or any Subsidiary in connection with the
      Transaction,

            (xvii) payments by Holdings (and any Parent Entity), the Borrower
      and the Subsidiaries pursuant to tax sharing agreements among Holdings
      (and any such parent Entity), the Borrower and the Subsidiaries on
      customary terms that require each party to make payments when such taxes
      are due or refunds received of amounts equal to the income tax liabilities
      and refunds generated by each such party calculated on a separate return
      basis and payments to the party generating tax benefits and credits of
      amounts equal to the value of such tax benefits and credits made available
      to the group by such party, or

            (xviii) transactions pursuant to any Permitted Receivables
      Financing.

            (xix) payments or loans (or cancellation of loans) to employees or
      consultants that are (i) approved by a majority of the Disinterested
      Directors of the Board of Directors of Holdings or the Borrower in good
      faith, (ii) made in compliance with applicable law and (iii) otherwise
      permitted under this Agreement;

            (xx) transactions with customers, clients, suppliers, or purchasers
      or sellers of goods or services, in each case in the ordinary course of
      business and otherwise in


                                     -120-
<PAGE>

      compliance with the terms of this Agreement that are fair to the Borrower
      or the Subsidiaries;

            (xxi) transactions between the Borrower or any of the Subsidiaries
      and any person, a director of which is also a director of the Borrower or
      any direct or indirect parent company of the Borrower, provided, however,
      that (A) such director abstains from voting as a director of the Borrower
      or such direct or indirect parent company, as the case may be, on any
      matter involving such other person and (B) such person is not an Affiliate
      of the Borrower for any reason other than such director's acting in such
      capacity;

            (xxii) transactions permitted by, and complying with, the provisions
      of (x) Section 6.04(b) and Section 6.05(b) (other than Section 6.05(b)(v))
      or (y) Section 6.05(d);

            (xxiii) intercompany transactions undertaken in good faith (as
      certified by a Responsible Officer of the Borrower) for the purpose of
      improving the consolidated tax efficiency of the Borrower and the
      Subsidiaries and not for the purpose of circumventing any covenant set
      forth herein.

            SECTION 6.08. Business of the Borrower and the Subsidiaries.
Notwithstanding any other provisions hereof, engage at any time in any business
or business activity other than any business or business activity conducted by
any of them on the Closing Date and any business or business activities
incidental or related thereto, or any business or activity that is reasonably
similar or complementary thereto or a reasonable extension, development or
expansion thereof or ancillary thereto, and in the case of a Special Purpose
Receivables Subsidiary, Permitted Receivables Financings.

            SECTION 6.09. Limitation on Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; etc. (a) Amend or modify in any manner materially adverse to
the Lenders, or grant any waiver or release under or terminate in any manner (if
such granting or termination shall be materially adverse to the Lenders), the
articles or certificate of incorporation, by-laws, limited liability company
operating agreement, partnership agreement or other organizational documents of
the Borrower or any of the Subsidiaries or the Merger Agreement.

            (b) (i) Make, or agree or offer to pay or make, directly or
      indirectly, any payment or other distribution (whether in cash, securities
      or other property) of or in respect of principal of or interest on the
      loans under the Senior Subordinated Notes or any Permitted Refinancing
      Indebtedness in respect of any of the foregoing or any preferred Equity
      Interests or any Disqualified Stock ("Junior Financing"), or any payment
      or other distribution (whether in cash, securities or other property),
      including any sinking fund or similar deposit, on account of the purchase,
      redemption, retirement, acquisition, cancellation or termination in
      respect of any Junior Financing except for (A) Refinancings permitted by
      Section 6.01(l) or (r), (B) payments of regularly scheduled interest, and,
      to the extent this Agreement is then in effect, principal on the scheduled
      maturity date of any Junior Financing, (C) payments or distributions in
      respect of all or any portion of the Junior Financing with the proceeds
      contributed to the Borrower by Holdings from the issuance, sale or
      exchange by Holdings (or any direct or indirect


                                     -121-
<PAGE>

      parent of Holdings) of Equity Interests made within eighteen months prior
      thereto, (D) the conversion of any Junior Financing to Equity Interests of
      Holdings or any of its direct or indirect parents; and (E) so long as no
      Default or Event of Default has occurred and is continuing or would result
      therefrom, payments or distributions in respect of Junior Financings prior
      to their scheduled maturity made, in an aggregate amount, not to exceed
      the sum of (x) $50 million and (y) the Cumulative Credit which the
      Borrower elects to apply; or

            (ii) Amend or modify, or permit the amendment or modification of,
      any provision of Junior Financing, any Permitted Receivables Document, or
      any agreement, document or instrument evidencing or relating thereto,
      other than amendments or modifications that (A) are not in any manner
      materially adverse to Lenders and that do not affect the subordination or
      payment provisions thereof (if any) in a manner adverse to the Lenders or
      (B) otherwise comply with the definition of "Permitted Refinancing
      Indebtedness".

            (c) Permit any Material Subsidiary to enter into any agreement or
      instrument that by its terms restricts (i) the payment of dividends or
      distributions or the making of cash advances to the Borrower or any
      Subsidiary that is a direct or indirect parent of such Subsidiary or (ii)
      the granting of Liens by the Borrower or such Material Subsidiary pursuant
      to the Security Documents, in each case other than those arising under any
      Loan Document, except, in each case, restrictions existing by reason of:

            (A) restrictions imposed by applicable law;

            (B) contractual encumbrances or restrictions in effect on the
      Closing Date under Indebtedness existing on the Closing Date and set forth
      on Schedule 6.01, the Senior Subordinated Notes or any agreements related
      to any Permitted Refinancing Indebtedness in respect of any such
      Indebtedness that does not expand the scope of any such encumbrance or
      restriction;

            (C) any restriction on a Subsidiary imposed pursuant to an agreement
      entered into for the sale or disposition of the Equity Interests or assets
      of a Subsidiary;

            (D) customary provisions in joint venture agreements, similar
      agreements applicable to joint ventures and other similar agreements
      entered into in the ordinary course of business;

            (E) any restrictions imposed by any agreement relating to secured
      Indebtedness permitted by this Agreement to the extent that such
      restrictions apply only to the property or assets securing such
      Indebtedness;

            (F) any restrictions imposed by any agreement relating to
      Indebtedness incurred pursuant to Sections 6.01(k) or 6.01(r) or Permitted
      Refinancing Indebtedness in respect thereof, to the extent such
      restrictions are not more restrictive, taken as a whole, than the
      restrictions contained in the Senior Subordinated Note Documents;


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            (G) customary provisions contained in leases or licenses of
      intellectual property and other similar agreements entered into in the
      ordinary course of business;

            (H) customary provisions restricting subletting or assignment of any
      lease governing a leasehold interest;

            (I) customary provisions restricting assignment of any agreement
      entered into in the ordinary course of business;

            (J) customary restrictions and conditions contained in any agreement
      relating to the sale, transfer, lease or other disposition of any asset
      permitted under Section 6.05 pending the consummation of such sale,
      transfer, lease or other disposition;

            (K) customary restrictions and conditions contained in the document
      relating to any Lien, so long as (1) such Lien is a Permitted Lien and
      such restrictions or conditions relate only to the specific asset subject
      to such Lien, and (2) such restrictions and conditions are not created for
      the purpose of avoiding the restrictions imposed by this Section 6.09;

            (L) customary net worth provisions contained in Real Property leases
      entered into by Subsidiaries of the Borrower, so long as the Borrower has
      determined in good faith that such net worth provisions would not
      reasonably be expected to impair the ability of the Borrower and its
      Subsidiaries to meet their ongoing obligations;

            (M) any agreement in effect at the time such subsidiary becomes a
      Subsidiary, so long as such agreement was not entered into in
      contemplation of such person becoming a Subsidiary;

            (N) restrictions in agreements representing Indebtedness permitted
      under Section 6.01 of a Subsidiary of the Borrower that is not a
      Subsidiary Loan Party;

            (O) customary restrictions on leases, subleases, licenses or Equity
      Interests or asset sale agreements otherwise permitted hereby as long as
      such restrictions relate to the Equity Interests and assets subject
      thereto;

            (P) restrictions on cash or other deposits imposed by customers
      under contracts entered into in the ordinary course of business;

            (Q) restrictions contained in any Permitted Receivables Document
      with respect to any Special Purpose Receivables Subsidiary; or

            (R) any encumbrances or restrictions of the type referred to in
      Sections 6.09(c)(i) and 6.09(c)(ii) above imposed by any amendments,
      modifications, restatements, renewals, increases, supplements, refundings,
      replacements or refinancings of the contracts, instruments or obligations
      referred to in clauses (A) through (Q) above; provided that such
      amendments, modifications, restatements, renewals, increases, supplements,
      refundings, replacements or refinancings are, in the good faith judgment
      of the Borrower, no more restrictive with respect to such dividend and
      other payment


                                     -123-
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      restrictions than those contained in the dividend or other payment
      restrictions prior to such amendment, modification, restatement, renewal,
      increase, supplement, refunding, replacement or refinancing.

            SECTION 6.10. Qualified CFC Holding Companies. Permit any Qualified
CFC Holding Company to (a) create, incur or assume any Indebtedness or other
liability, or create, incur, assume or suffer to exist any Lien on, or sell,
transfer or otherwise dispose of, other than in a transaction permitted under
Section 6.05, any of the Equity Interests of a Foreign Subsidiary held by such
Qualified CFC Holding Company, or any other assets, or (b) engage in any
business or activity or acquire or hold any assets other than the Equity
Interests of one or more Foreign Subsidiaries of the Borrower and/or one or more
other Qualified CFC Holding Companies and the receipt and distribution of
dividends and distributions in respect thereof.

                                   ARTICLE VIA

                               Holdings Covenants

            Holdings (prior to a Borrower Qualified IPO) covenants and agrees
with each Lender that, so long as this Agreement shall remain in effect (other
than in respect of contingent indemnification and expense reimbursement
obligations for which no claim has been made) and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all Letters of Credit have been canceled or have expired and all amounts
drawn thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing, (a) Holdings will not create, incur, assume or
permit to exist any Lien (other than Liens of a type described in Section
6.02(d), (e) or (k)) on any of the Equity Interests issued by the Borrower other
than the Liens created under the Loan Documents, (b) Holdings shall do or cause
to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence; provided, that so long as no Default exists or would
result therefrom, Holdings may merge with any other person and (c) Holdings
shall at all times own directly 100% of the Equity Interests of the Borrower and
shall not sell, transfer or otherwise dispose of the Equity Interests in the
Borrower and (d) Holdings will maintain its passive holding company status.

                                  ARTICLE VII

                                Events of Default

            SECTION 7.01. Events of Default. In case of the happening of any of
the following events (each, an "Event of Default"):

            (a) any representation or warranty made or deemed made by Holdings,
      the Borrower or any other Loan Party herein or in any other Loan Document
      or any


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      certificate or document delivered pursuant hereto or thereto shall prove
      to have been false or misleading in any material respect when so made or
      deemed made;

            (b) default shall be made in the payment of any principal of any
      Loan when and as the same shall become due and payable, whether at the due
      date thereof or at a date fixed for prepayment thereof or by acceleration
      thereof or otherwise;

            (c) default shall be made in the payment of any interest on any Loan
      or the reimbursement with respect to any L/C Disbursement or in the
      payment of any Fee or any other amount (other than an amount referred to
      in (b) above) due under any Loan Document, when and as the same shall
      become due and payable, and such default shall continue unremedied for a
      period of five Business Days;

            (d) default shall be made in the due observance or performance by
      Holdings, the Borrower or any of the Subsidiaries of any covenant,
      condition or agreement contained in Section 2.05(c), 5.01(a), 5.05(a) or
      5.08 or in Article VI or Article VIA;

            (e) default shall be made in the due observance or performance by
      Holdings, the Borrower or any of the Subsidiaries of any covenant,
      condition or agreement contained in any Loan Document (other than those
      specified in paragraphs (b), (c) and (d) above) and such default shall
      continue unremedied for a period of 30 days (or 60 days if such default
      results solely from a Foreign Subsidiary's failure to duly observe or
      perform any such covenant, condition or agreement) after notice thereof
      from the Administrative Agent to the Borrower;

            (f) (i) any event or condition occurs that (A) results in any
      Material Indebtedness becoming due prior to its scheduled maturity or (B)
      enables or permits (with all applicable grace periods having expired) the
      holder or holders of any Material Indebtedness or any trustee or agent on
      its or their behalf to cause any Material Indebtedness to become due, or
      to require the prepayment, repurchase, redemption or defeasance thereof,
      prior to its scheduled maturity; or (ii) Holdings, the Borrower or any of
      the Subsidiaries shall fail to pay the principal of any Material
      Indebtedness at the stated final maturity thereof; provided, that this
      clause (f) shall not apply to secured Indebtedness that becomes due as a
      result of the voluntary sale or transfer of the property or assets
      securing such Indebtedness if such sale or transfer is permitted hereunder
      and under the documents providing for such Indebtedness;

            (g) there shall have occurred a Change in Control;

            (h) 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 Holdings (prior to a Borrower Qualified IPO), the
      Borrower or any of the Subsidiaries, or of a substantial part of the
      property or assets of Holdings (prior to a Borrower Qualified IPO), the
      Borrower or any Subsidiary, under Title 11 of the United States Code, as
      now constituted or hereafter amended, or any other federal, state or
      foreign bankruptcy, insolvency, receivership or similar law, (ii) the
      appointment of a receiver, trustee, custodian, sequestrator, conservator
      or similar official for Holdings (prior to a Borrower


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<PAGE>

      Qualified IPO), the Borrower or any of the Subsidiaries or for a
      substantial part of the property or assets of Holdings (prior to a
      Borrower Qualified IPO), the Borrower or any of the Subsidiaries or (iii)
      the winding-up or liquidation of Holdings (prior to a Borrower Qualified
      IPO), the Borrower or any Subsidiary (except, in the case of any
      Subsidiary, in a transaction permitted by Section 6.05); and such
      proceeding or petition shall continue undismissed for 60 days or an order
      or decree approving or ordering any of the foregoing shall be entered;

            (i) Holdings (prior to a Borrower Qualified IPO), the Borrower or
      any Subsidiary shall (i) voluntarily commence any proceeding or file any
      petition seeking relief under Title 11 of the United States Code, as now
      constituted or hereafter amended, or any other federal, state or foreign
      bankruptcy, insolvency, receivership or similar law, (ii) consent to the
      institution of, or fail to contest in a timely and appropriate manner, any
      proceeding or the filing of any petition described in paragraph (h) above,
      (iii) apply for or consent to the appointment of a receiver, trustee,
      custodian, sequestrator, conservator or similar official for Holdings
      (prior to a Borrower Qualified IPO), the Borrower or any of the
      Subsidiaries or for a substantial part of the property or assets of
      Holdings (prior to a Borrower Qualified IPO), the Borrower or any
      Subsidiary, (iv) file an answer admitting the material allegations of a
      petition filed against it in any such proceeding, (v) make a general
      assignment for the benefit of creditors or (vi) become unable or admit in
      writing its inability or fail generally to pay its debts as they become
      due;

            (j) the failure by Holdings (prior to a Borrower Qualified IPO), the
      Borrower or any Subsidiary to pay one or more final judgments aggregating
      in excess of $35 million (to the extent not covered by insurance), which
      judgments are not discharged or effectively waived or stayed for a period
      of 45 consecutive days, or any action shall be legally taken by a judgment
      creditor to levy upon assets or properties of Holdings (prior to a
      Borrower Qualified IPO), the Borrower or any Subsidiary to enforce any
      such judgment;

            (k) (i) a trustee shall be appointed by a United States district
      court to administer any Plan, (ii) an ERISA Event or ERISA Events shall
      have occurred with respect to any Plan or Multiemployer Plan, (iii) the
      PBGC shall institute proceedings (including giving notice of intent
      thereof) to terminate any Plan or Plans, (iv) Holdings, (prior to a
      Borrower Qualified IPO) the Borrower or any Subsidiary or any ERISA
      Affiliate shall have been notified by the sponsor of a Multiemployer Plan
      that such Multiemployer Plan is in reorganization or is being terminated,
      within the meaning of Title IV of ERISA (or, after the effectiveness of
      Title II of the Pension Act, that it is in endangered or critical status,
      within the meaning of Section 305 of ERISA) or (v) Holdings (prior to a
      Borrower Qualified IPO), the Borrower or any Subsidiary or any ERISA
      Affiliate shall engage in any "prohibited transaction" (as defined in
      Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and
      in each case in clauses (i) through (v) above, such event or condition,
      together with all other such events or conditions, if any, would
      reasonably be expected to have a Material Adverse Effect; or

            (l) (i) any material provision of any Loan Document shall for any
      reason be asserted in writing by Holdings (prior to a Borrower Qualified
      IPO), the Borrower or any


                                     -126-
<PAGE>

      Subsidiary not to be a legal, valid and binding obligation of any party
      thereto, (ii) any security interest purported to be created by any
      Security Document and to extend to assets that are not immaterial to
      Holdings (prior to a Borrower Qualified IPO), the Borrower and the
      Subsidiaries on a consolidated basis shall cease to be, or shall be
      asserted in writing by the Borrower or any other Loan Party not to be, a
      valid and perfected security interest (perfected as or having the priority
      required by this Agreement or the relevant Security Document and subject
      to such limitations and restrictions as are set forth herein and therein)
      in the securities, assets or properties covered thereby, except to the
      extent that any such loss of perfection or priority results from the
      limitations of foreign laws, rules and regulations as they apply to
      pledges of Equity Interests in Foreign Subsidiaries or the application
      thereof, or from the failure of the Collateral Agent to maintain
      possession of certificates actually delivered to it representing
      securities pledged under the Collateral Agreement or to file Uniform
      Commercial Code continuation statements or take the actions described on
      Schedule 3.04 and except to the extent that such loss is covered by a
      lender's title insurance policy and the Collateral Agent shall be
      reasonably satisfied with the credit of such insurer, or (iii) the
      Guarantees pursuant to the Security Documents by Holdings (prior to a
      Borrower Qualified IPO), the Borrower or the Subsidiary Loan Parties of
      any of the Obligations shall cease to be in full force and effect (other
      than in accordance with the terms thereof), or shall be asserted in
      writing by Holdings (prior to a Borrower Qualified IPO) or the Borrower or
      any Subsidiary Loan Party not to be in effect or not to be legal, valid
      and binding obligations; or

            (m) (i) the Obligations shall fail to constitute "Senior Debt" (or
      the equivalent thereof) and "Designated Senior Debt" (or the equivalent
      thereof) under the Senior Subordinated Notes Indentures or under any
      Permitted Refinancing Indebtedness in respect of the Senior Subordinated
      Notes, or (ii) the subordination provisions thereunder shall be
      invalidated or otherwise cease, or shall be asserted in writing by
      Holdings, the Borrower or any Subsidiary Loan Party to be invalid or to
      cease to be legal, valid and binding obligations of the parties thereto,
      enforceable in accordance with their terms;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (h) or (i) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Borrower, take any or all of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments, (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any
other Loan Document to the contrary notwithstanding and (iii) if the Loans have
been declared due and payable pursuant to clause (ii) above, demand cash
collateral pursuant to Section 2.05(j); and in any event with respect to the
Borrower described in paragraph (h) or (i) above, the Commitments shall
automatically terminate, the principal of the Loans then outstanding, together
with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable and the Administrative Agent shall be
deemed to have made a demand for cash collateral to the full


                                     -127-
<PAGE>

extent permitted under Section 2.05(j), without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

            SECTION 7.02. Exclusion of Immaterial Subsidiaries. Solely for the
purposes of determining whether an Event of Default has occurred under clause
(h), (i) or (l) of Section 7.01, any reference in any such clause to any
Subsidiary shall be deemed not to include any Immaterial Subsidiary affected by
any event or circumstance referred to in any such clause.

                                  ARTICLE VIII

                                   The Agents

            SECTION 8.01. Appointment. (a) Each Lender (in its capacities as a
Lender and the Swingline Lender (if applicable) and on behalf of itself and its
Affiliates as potential counterparties to Swap Agreements) and each Issuing Bank
(in such capacities and on behalf of itself and its Affiliates as potential
counterparties to Swap Agreements) hereby irrevocably designates and appoints
the Administrative Agent as the agent of such Lender under this Agreement and
the other Loan Documents, including as the Collateral Agent for such Lender and
the other Secured Parties under the Security Documents, and each such Lender
irrevocably authorizes the Administrative Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
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. In addition, to the extent required under the laws of any
jurisdiction other than the United States, each of the Lenders and the Issuing
Banks hereby grants to the Administrative Agent any required powers of attorney
to execute any Security Document governed by the laws of such jurisdiction on
such Lender's or Issuing Bank's behalf. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

            (b) In furtherance of the foregoing, each Lender (in its capacities
as a Lender and the Swingline Lender (if applicable) and on behalf of itself and
its Affiliates as potential counterparties to Swap Agreements) and each Issuing
Bank (in such capacities and on behalf of itself and its Affiliates as potential
counterparties to Swap Agreements) hereby appoints and authorizes the
Administrative Agent to act as the agent of such Lender for purposes of
acquiring, holding and enforcing any and all Liens on Collateral granted by any
of the Loan Parties to secure any of the Obligations, together with such powers
and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent (and any Subagents appointed by the Administrative Agent
pursuant to Section 8.02 for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof) granted under the Security Documents, or for
exercising any rights or remedies thereunder at the direction of the
Administrative Agent) shall


                                     -128-
<PAGE>

be entitled to the benefits of this Article VIII (including, without limitation,
Section 8.07) as though the Administrative Agent (and any such Subagents) were
an "Agent" under the Loan Documents, as if set forth in full herein with respect
thereto.

            (c) Each Lender (in its capacities as a Lender and the Swingline
Lender (if applicable) and on behalf of itself and its Affiliates as potential
counterparties to Swap Agreements) and each Issuing Bank (in such capacities and
on behalf of itself and its Affiliates as potential counterparties to Swap
Agreements) irrevocably authorizes the Administrative Agent, at its option and
in its discretion, (i) to release any Lien on any property granted to or held by
the Administrative Agent under any Loan Document (A) upon termination of the
Commitments and payment in full of all Obligations (other than in respect of
contingent indemnification and expense reimbursement obligations for which no
claim has been made) and the expiration, termination or cash collateralization
of all Letters of Credit, (B) that is sold or to be sold as part of or in
connection with any sale permitted hereunder or under any other Loan Document,
or (C) if approved, authorized or ratified in writing in accordance with Section
9.08 hereof, (ii) to release any Guarantor from its obligations under the Loan
Documents if such person ceases to be a Subsidiary as a result of a transaction
permitted hereunder; and (iii) to subordinate any Lien on any property granted
to or held by the Administrative Agent under any Loan Document to the holder of
any Lien on such property that is permitted by Section 6.02(i) and (j). Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release its interest
in particular types or items of property, or to release any Guarantor from its
obligations under the Loan Documents.

            (d) In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to any Loan Party, (i) the Administrative
Agent (irrespective of whether the principal of any Obligation shall then be due
and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise
(A) to file and prove a claim for the whole amount of the principal and interest
owing and unpaid in respect of any or all of the Obligations that are owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the Issuing Banks and the
Administrative Agent and any Subagents allowed in such judicial proceeding, and
(B) to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same, and (ii) any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender and Issuing Bank to
make such payments to the Administrative Agent and, if the Administrative Agent
shall consent to the making of such payments directly to the Lenders and the
Issuing Banks, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under the Loan Documents. Nothing contained herein shall be
deemed to authorize the Administrative Agent to authorize or consent to or
accept or adopt on behalf of any Lender or Issuing Bank any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or Issuing Bank or to authorize the Administrative
Agent to vote in respect of the claim of any Lender or Issuing Bank in any such
proceeding.


                                     -129-
<PAGE>

            SECTION 8.02. Delegation of Duties(a) . The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents
(including for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care. The Administrative Agent
may also from time to time, when the Administrative Agent deems it to be
necessary or desirable, appoint one or more trustees, co-trustees, collateral
co-agents, collateral subagents or attorneys-in-fact (each, a "Subagent") with
respect to all or any part of the Collateral; provided, that no such Subagent
shall be authorized to take any action with respect to any Collateral unless and
except to the extent expressly authorized in writing by the Administrative
Agent. Should any instrument in writing from the Borrower or any other Loan
Party be required by any Subagent so appointed by the Administrative Agent to
more fully or certainly vest in and confirm to such Subagent such rights,
powers, privileges and duties, the Borrower shall, or shall cause such Loan
Party to, execute, acknowledge and deliver any and all such instruments promptly
upon request by the Administrative Agent. If any Subagent, or successor thereto,
shall die, become incapable of acting, resign or be removed, all rights, powers,
privileges and duties of such Subagent, to the extent permitted by law, shall
automatically vest in and be exercised by the Administrative Agent until the
appointment of a new Subagent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any agent, attorney-in-fact or Subagent that
it selects in accordance with the foregoing provisions of this Section 8.02 in
the absence of the Administrative Agent's gross negligence or willful
misconduct.

            SECTION 8.03. Exculpatory Provisions. Neither any Agent or its
Affiliates nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (a) liable for any action lawfully
taken or omitted to be taken by it or such person under or in connection with
this Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such person's own gross
negligence or willful misconduct) or (b) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by any
Loan Party or any officer thereof contained in this Agreement or any other Loan
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Agents under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of any Loan Party a party thereto to perform its
obligations hereunder or thereunder. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default or Event of Default has occurred and is
continuing, and (b) the Administrative Agent shall not, except as expressly set
forth herein and in the other Loan Documents, have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Affiliates that is communicated to or obtained by the
person serving as the


                                     -130-
<PAGE>

Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall be deemed not to have knowledge of any Default or
Event of Default unless and until notice describing such Default or Event of
Default is given to the Administrative Agent in writing by the Borrower, a
Lender or an Issuing Bank. The Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default or
Event of Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or the creation, perfection or priority of any Lien
purported to be created by the Security Documents, (v) the value or the
sufficiency of any Collateral, or (vi) the satisfaction of any condition set
forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

            SECTION 8.04. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) or conversation believed by it
to be genuine and to have been signed, sent or otherwise authenticated by the
proper person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to any Credit Event, that by its terms
must be fulfilled to the satisfaction of a Lender or any Issuing Bank, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or Issuing Bank unless the Administrative Agent shall have received
notice to the contrary from such Lender or the Issuing Bank prior to such Credit
Event. The Administrative Agent may consult with legal counsel (including
counsel to Holdings or the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all or other Lenders) as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Required
Lenders (or, if so specified by this Agreement, all or other Lenders), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans.

            SECTION 8.05. Notice of Default. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default unless the Administrative Agent has received written notice from a
Lender, Holdings or the Borrower


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<PAGE>

referring to this Agreement, describing 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, the Administrative Agent shall give
notice thereof to the Lenders. The Administrative Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders (or, if so specified by this Agreement, all or other
Lenders); provided, that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
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
interests of the Lenders.

            SECTION 8.06. Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any 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 credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

            SECTION 8.07. Indemnification. The Lenders agree to indemnify each
Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank,
in each case in its capacity as such (to the extent not reimbursed by Holdings
or the Borrower and without limiting the obligation of Holdings or the Borrower
to do so), in the amount of its pro rata share (based on its aggregate Revolving
Facility Exposure and, in the case of the indemnification of each Agent,
outstanding Term Loans and unused Commitments hereunder; provided, that the
aggregate principal amount of Swingline Loans owing to the Swingline Lender and
of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to
the Revolving Facility Lenders ratably in accordance with their respective
Revolving Facility Exposure) (determined at the time such indemnity is sought),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent or such Issuing
Bank in any way relating to or arising out of the


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<PAGE>

Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent or
such Issuing Bank under or in connection with any of the foregoing; provided,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent's
or such Issuing Bank's gross negligence or willful misconduct. The failure of
any Lender to reimburse any Agent or any Issuing Bank, as the case may be,
promptly upon demand for its ratable share of any amount required to be paid by
the Lenders to such Agent or such Issuing Bank, as the case may be, as provided
herein shall not relieve any other Lender of its obligation hereunder to
reimburse such Agent or such Issuing Bank, as the case may be, for its ratable
share of such amount, but no Lender shall be responsible for the failure of any
other Lender to reimburse such Agent or such Issuing Bank, as the case may be,
for such other Lender's ratable share of such amount. The agreements in this
Section shall survive the payment of the Loans and all other amounts payable
hereunder.

            SECTION 8.08. Agent in Its Individual Capacity. Each Agent and its
affiliates may make loans to, accept deposits from, and generally engage in any
kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it and with respect to any Letter
of Credit issued, or Letter of Credit or Swingline Loan participated in, by it,
each Agent shall have the same rights and powers under this Agreement and the
other Loan Documents as any Lender and may exercise the same as though it were
not an Agent, and the terms "Lender" and "Lenders" shall include each Agent in
its individual capacity.

            SECTION 8.09. Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and
the Borrower. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 7.01(b), (c),
(h) or (i) shall have occurred and be continuing) be subject to approval by the
Borrower (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is 10 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective, and the
retiring Administrative Agent shall, on behalf of the Lenders and the Issuing
Bank, appoint a successor agent which shall (unless an Event of Default under
Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably
withheld or delayed). After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 8.09 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.


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<PAGE>

            SECTION 8.10. Agents and Arrangers. Neither the Syndication Agents,
the Documentation Agents nor any of the Joint Lead Arrangers shall have any
duties or responsibilities hereunder in its capacity as such.

                                   ARTICLE IX

                                  Miscellaneous

            SECTION 9.01. Notices; Communications(a). (a) Except in the case of
notices and other communications expressly permitted to be given by telephone
(and except as provided in Section 9.01(b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

            (i) if to any Loan Party, the Administrative Agent, the Issuing Bank
      or the Swingline Lender, to the address, telecopier number, electronic
      mail address or telephone number specified for such person on Schedule
      9.01; and

            (ii) if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire.

            (b) Notices and other communications to the Lenders and the Issuing
      Bank hereunder may be delivered or furnished by electronic communication
      (including e-mail and Internet or intranet websites) pursuant to
      procedures approved by the Administrative Agent; provided that the
      foregoing shall not apply to notices to any Lender or the Issuing Bank
      pursuant to Article II if such Lender or the Issuing Bank, as applicable,
      has notified the Administrative Agent that it is incapable of receiving
      notices under such Article by electronic communication. The Administrative
      Agent or the Borrower may, in its discretion, agree to accept notices and
      other communications to it hereunder by electronic communications pursuant
      to procedures approved by it, provided that approval of such procedures
      may be limited to particular notices or communications.

            (c) Notices sent by hand or overnight courier service, or mailed by
      certified or registered mail, shall be deemed to have been given when
      received. Notices sent by telecopier shall be deemed to have been given
      when sent (except that, if not given during normal business hours for the
      recipient, shall be deemed to have been given at the opening of business
      on the next business day for the recipient). Notices delivered through
      electronic communications to the extent provided in Section 9.01(b) above
      shall be effective as provided in such Section 9.01(b).

            (d) Any party hereto may change its address or telecopy number for
      notices and other communications hereunder by notice to the other parties
      hereto.


                                     -134-
<PAGE>

            (e) Documents required to be delivered pursuant to Section 5.04 (to
      the extent any such documents are included in materials otherwise filed
      with the SEC) may be delivered electronically (including as set forth in
      Section 9.17) and if so delivered, shall be deemed to have been delivered
      on the date (i) on which the Borrower posts such documents, or provides a
      link thereto on the Borrower's website on the Internet at the website
      address listed on Schedule 9.01, or (ii) on which such documents are
      posted on the Borrower's behalf on an Internet or intranet website, if
      any, to which each Lender and the Administrative Agent have access
      (whether a commercial, third-party website or whether sponsored by the
      Administrative Agent); provided, that (A) the Borrower shall deliver paper
      copies of such documents to the Administrative Agent or any Lender that
      requests the Borrower to deliver such paper copies until a written request
      to cease delivering paper copies is given by the Administrative Agent or
      such Lender, and (B) the Borrower shall notify the Administrative Agent
      and each Lender (by telecopier or electronic mail) of the posting of any
      such documents and provide to the Administrative Agent by electronic mail
      electronic versions (i.e., soft copies) of such documents. Notwithstanding
      anything contained herein, in every instance the Borrower shall be
      required to provide paper copies of the certificates required by Section
      5.04(c) to the Administrative Agent. Except for such certificates required
      by Section 5.04(c), the Administrative Agent shall have no obligation to
      request the delivery or to maintain copies of the documents referred to
      above, and in any event shall have no responsibility to monitor compliance
      by the Borrower with any such request for delivery, and each Lender shall
      be solely responsible for requesting delivery to it or maintaining its
      copies of such documents.

            SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Loan Parties herein, in the other
Loan Documents and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Loan
Document shall be considered to have been relied upon by the Lenders and each
Issuing Bank and shall survive the making by the Lenders of the Loans, the
execution and delivery of the Loan Documents and the issuance of the Letters of
Credit, regardless of any investigation made by such persons or on their behalf,
and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or L/C Disbursement or any Fee or any other amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not been terminated. Without prejudice to the survival of any other
agreements contained herein, indemnification and reimbursement obligations
contained herein (including pursuant to Sections 2.15, 2.17 and 9.05) shall
survive the payment in full of the principal and interest hereunder, the
expiration of the Letters of Credit and the termination of the Commitments or
this Agreement.

            SECTION 9.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by Holdings, the Borrower and the
Administrative Agent and when the Administrative Agent shall have received
copies hereof which, when taken together, bear the signatures of each of the
other parties hereto, and thereafter shall be binding upon and inure to the
benefit of Holdings, the Borrower, each Issuing Bank, the Administrative Agent
and each Lender and their respective permitted successors and assigns.


                                     -135-
<PAGE>

            SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
affiliate of the Issuing Bank that issues any Letter of Credit), except that (i)
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) except pursuant to the Merger, or in connection with the addition
of one or more Domestic Subsidiaries as a joint and several co-borrower
hereunder, and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section 9.04. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section 9.04), and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agents, the Issuing Bank and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement or the
other Loan Documents.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld or delayed)
of:

            (A) the Borrower; provided, that no consent of the Borrower shall be
      required for an assignment to a Lender, an affiliate of a Lender, an
      Approved Fund (as defined below), or during primary syndication of the
      Loans to persons previously identified by the Administrative Agent to the
      Borrower prior to the Closing Date that are reasonably acceptable to the
      Borrower or, if an Event of Default under Sections 7.01(b), (c), (h) or
      (i) has occurred and is continuing, any other person;

            (B) the Administrative Agent; provided, that no consent of the
      Administrative Agent shall be required for an assignment of all or any
      portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved
      Fund, the Fund or any Fund Affiliate; and

            (C) the Issuing Bank and the Swingline Lender; provided, that no
      consent of the Issuing Bank and the Swingline Lender shall be required for
      an assignment of all or any portion of a Term Loan.

            (ii) Assignments shall be subject to the following additional
conditions:

            (A) except in the case of an assignment to a Lender, an affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitments or Loans under any Facility,
      the amount of the Commitments or Loans of the assigning Lender subject to
      each such assignment (determined as of the date the Assignment and
      Acceptance with respect to such assignment is delivered to the
      Administrative Agent) shall not be less than (x) $1.0 million in the case
      of Term Loans and (y) $5.0 million in the case of Revolving Facility


                                     -136-
<PAGE>

      Loans or Revolving Facility Commitments, unless each of the Borrower and
      the Administrative Agent otherwise consent; provided, that (1) no such
      consent of the Borrower shall be required if an Event of Default under
      Sections 7.01(b), (c), (h) or (i) has occurred and is continuing and (2)
      such amounts shall be aggregated in respect of each Lender and its
      Affiliates or Approved Funds (with simultaneous assignments to or by two
      or more Approved Funds shall be treated as one assignment), if any;

            (B) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Acceptance via an electronic
      settlement system acceptable to the Administrative Agent (or, if
      previously agreed with the Administrative Agent, manually), and shall pay
      to the Administrative Agent a processing and recordation fee of $3,500
      (which fee may be waived or reduced in the sole discretion of the
      Administrative Agent); provided that only one such fee shall be due in
      respect of a simultaneous assignment to more than one Affiliate of a
      Lender or Approved Fund; and

            (C) the Assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire and any tax forms
      required to be delivered pursuant to Section 2.17.

For the purposes of this Section 9.04, "Approved Fund" means any person (other
than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course
and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(v) below, from and after the effective date specified in each
Assignment and Acceptance the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.15, 2.16, 2.17 and 9.05). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section 9.04.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
the Loans and Revolving L/C Exposure owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the
Lenders may treat each person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the


                                     -137-
<PAGE>

contrary. The Register shall be available for inspection by the Borrower, the
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

            (v) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an Assignee, the Assignee's completed
Administrative Questionnaire (unless the Assignee shall already be a Lender
hereunder), all applicable tax forms, the processing and recordation fee
referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent
promptly shall accept such Assignment and Acceptance and record the information
contained therein in the Register. No assignment, whether or not evidenced by a
promissory note, shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph (b)(v).

            (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the Assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Term Loan B Commitment and Revolving Facility Commitment, and the
outstanding balances of its Term Loans and Revolving Facility Loans, in each
case without giving effect to assignments thereof which have not become
effective, are as set forth in such Assignment and Acceptance, (ii) except as
set forth in clause (i) above, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto, or the financial condition of Holdings, the
Borrower or any Subsidiary or the performance or observance by Holdings, the
Borrower or any Subsidiary of any of its obligations under this Agreement, any
other Loan Document or any other instrument or document furnished pursuant
hereto; (iii) the Assignee represents and warrants that it is legally authorized
to enter into such Assignment and Acceptance; (iv) the Assignee confirms that it
has received a copy of this Agreement, together with copies of the most recent
financial statements referred to in Section 3.05 (or delivered pursuant to
Section 5.04), and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (v) the Assignee will independently and without
reliance upon the Administrative Agent, the Collateral Agent, such assigning
Lender 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 this Agreement; (vi) the Assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms of this Agreement, together with such powers
as are reasonably incidental thereto; and (vii) the Assignee agrees that it will
perform in accordance with their terms all the obligations which by the terms of
this Agreement are required to be performed by it as a Lender.

            (d) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided, that (A) such Lender's


                                     -138-
<PAGE>

obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent, the Issuing
Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and the other Loan Documents and to approve any amendment,
modification or waiver of any provision of this Agreement and the other Loan
Documents; provided, that (x) such agreement may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver that (1) requires the consent of each Lender directly
affected thereby pursuant to Section 9.04(a)(i) or clauses (i), (ii), (iii),
(iv), (v) or (vi) of the first proviso to Section 9.08(b) and (2) directly
affects such Participant and (y) no other agreement with respect to amendment,
modification or waiver may exist between such Lender and such Participant.
Subject to paragraph (c)(ii) of this Section 9.04, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section 9.04. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.06 as though it were a Lender, provided such Participant shall be
subject to Section 2.18(c) as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.15, 2.16 or 2.17 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.17
to the extent such Participant fails to comply with Section 2.17(e) and (f) as
though it were a Lender.

            (e) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank and in the case of any Lender that is an Approved Fund, any
pledge or assignment to any holders of obligations owed, or securities issued,
by such Lender, including to any trustee for, or any other representative of,
such holders, and this Section 9.04 shall not apply to any such pledge or
assignment of a security interest; provided, that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or Assignee for such Lender as a party
hereto.

            (f) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (d) above.

            (g) Notwithstanding the foregoing, any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Borrower or the Administrative Agent. Each of
Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms
that it will not institute against a Conduit Lender or join any other person in
instituting against a Conduit Lender any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state bankruptcy or
similar law, for


                                     -139-
<PAGE>

one year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto and each Loan Party for any loss, cost, damage
or expense arising out of its inability to institute such a proceeding against
such Conduit Lender during such period of forbearance.

            (h) If the Borrower wishes to replace the Loans or Commitments under
any Facility with ones having different terms, it shall have the option, with
the consent of the Administrative Agent and subject to at least three Business
Days' advance notice to the Lenders under such Facility, instead of prepaying
the Loans or reducing or terminating the Commitments to be replaced, to (i)
require the Lenders under such Facility to assign such Loans or Commitments to
the Administrative Agent or its designees and (ii) amend the terms thereof in
accordance with Section 9.08 (with such replacement, if applicable, being deemed
to have been made pursuant to Section 9.08(d)). Pursuant to any such assignment,
all Loans and Commitments to be replaced shall be purchased at par (allocated
among the Lenders under such Facility in the same manner as would be required if
such Loans were being optionally prepaid or such Commitments were being
optionally reduced or terminated by the Borrower), accompanied by payment of any
accrued interest and fees thereon and any amounts owing pursuant to Section
9.05(b). By receiving such purchase price, the Lenders under such Facility shall
automatically be deemed to have assigned the Loans or Commitments under such
Facility pursuant to the terms of the form of Assignment and Acceptance attached
hereto as Exhibit A, and accordingly no other action by such Lenders shall be
required in connection therewith. The provisions of this paragraph (g) are
intended to facilitate the maintenance of the perfection and priority of
existing security interests in the Collateral during any such replacement.

            (i) Notwithstanding the foregoing, no assignment may be made or
participation sold to an Ineligible Institution without the prior written
consent of the Borrower.

            SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay
(i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by
the Administrative Agent in connection with the preparation of this Agreement
and the other Loan Documents, or by the Administrative Agent in connection with
the syndication of the Commitments or the administration of this Agreement
(including expenses incurred in connection with due diligence and initial and
ongoing Collateral examination to the extent incurred with the reasonable prior
approval of the Borrower and the reasonable fees, disbursements and charges for
no more than one counsel in each jurisdiction where Collateral is located) or in
connection with the administration of this Agreement and any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
Transactions hereby contemplated shall be consummated), including the reasonable
fees, charges and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP,
counsel for the Administrative Agent and the Joint Lead Arrangers, and, if
necessary, the reasonable fees, charges and disbursements of one local counsel
per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes)
incurred by the Administrative Agent or any Lender in connection with the
enforcement or protection of their rights in connection with this Agreement and
the other Loan Documents, in connection with the Loans made or the Letters of
Credit issued hereunder, including the fees, charges and disbursements of
counsel for the Administrative Agent (including any special and local counsel).


                                     -140-
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            (b) The Borrower agrees to indemnify the Administrative Agent, the
Agents, the Joint Lead Arrangers, each Issuing Bank, each Lender, each of their
respective Affiliates and each of their respective directors, trustees,
officers, employees, agents, trustees and advisors (each such person being
called an "Indemnitee") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees, charges and disbursements (except the allocated costs
of in-house counsel), incurred by or asserted against any Indemnitee arising out
of, in any way connected with, or as a result of (i) the execution or delivery
of this Agreement or any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto and
thereto of their respective obligations thereunder or the consummation of the
Transactions and the other transactions contemplated hereby, (ii) the use of the
proceeds of the Loans or the use of any Letter of Credit or (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto and regardless of whether such
matter is initiated by a third party or by Holdings, the Borrower or any of
their subsidiaries or Affiliates; provided, that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a final, non-appealable
judgment of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee (for purposes of this
proviso only, each of the Administrative Agent, any Joint Lead Arranger, any
Issuing Bank or any Lender shall be treated as several and separate Indemnitees,
but each of them together with its respective Related Parties, shall be treated
as a single Indemnitee). Subject to and without limiting the generality of the
foregoing sentence, the Borrower agrees to indemnify each Indemnitee against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel or consultant
fees, charges and disbursements (limited to not more than one counsel, plus, if
necessary, one local counsel per jurisdiction) (except the allocated costs of
in-house counsel), incurred by or asserted against any Indemnitee arising out
of, in any way connected with, or as a result of (A) any claim related in any
way to Environmental Laws and Holdings, the Borrower or any of their
Subsidiaries, or (B) any actual or alleged presence, Release or threatened
Release of Hazardous Materials at, under, on, from or to any Property; provided,
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or any of its Related Parties. None of the Indemnitees (or any
of their respective affiliates) shall be responsible or liable to the Fund,
Holdings, the Borrower or any of their respective subsidiaries, Affiliates or
stockholders or any other person or entity for any special, indirect,
consequential or punitive damages, which may be alleged as a result of the
Facilities or the Transactions. The provisions of this Section 9.05 shall remain
operative and in full force and effect regardless of the expiration of the term
of this Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Obligations, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, any Issuing Bank
or any Lender. All amounts due under this Section 9.05 shall be payable on
written demand therefor accompanied by reasonable documentation with respect to
any reimbursement, indemnification or other amount requested.


                                     -141-
<PAGE>

            (c) Except as expressly provided in Section 9.05(a) with respect to
Other Taxes, which shall not be duplicative with any amounts paid pursuant to
Section 2.17, this Section 9.05 shall not apply to Taxes.

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

            (e) The agreements in this Section 9.05 shall survive the
resignation of the Administrative Agent, any Issuing Bank, the replacement of
any Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all the other Obligations and the termination of this Agreement.

            SECTION 9.06. Right of Set-off. If an Event of Default shall have
occurred and be continuing, each Lender and each Issuing Bank is 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 such Lender or such Issuing Bank to or for the credit or the
account of Holdings (prior to a Borrower Qualified IPO), the Borrower or any
Subsidiary against any of and all the obligations of Holdings (prior to a
Borrower Qualified IPO) or the Borrower now or hereafter existing under this
Agreement or any other Loan Document held by such Lender or such Issuing Bank,
irrespective of whether or not such Lender or such Issuing Bank shall have made
any demand under this Agreement or such other Loan Document and although the
obligations may be unmatured. The rights of each Lender and each Issuing Bank
under this Section 9.06 are in addition to other rights and remedies (including
other rights of set-off) that such Lender or such Issuing Bank may have.

            SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

            SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent, any Issuing Bank or any Lender in exercising any right or
power hereunder or under any Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, each
Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision


                                     -142-
<PAGE>

of this Agreement or any other Loan Document or consent to any departure by
Holdings (prior to a Borrower Qualified IPO), the Borrower or any other Loan
Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on Holdings, the Borrower or any other Loan Party in any case
shall entitle such person to any other or further notice or demand in similar or
other circumstances.

            (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except (x) as
provided in Section 2.21, (y) in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by Holdings, the Borrower and
the Required Lenders, and (z) in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by each party thereto and
the Administrative Agent and consented to by the Required Lenders; provided,
however, that no such agreement shall

            (i) decrease or forgive the principal amount of, or extend the final
      maturity of, or decrease the rate of interest on, any Loan or any L/C
      Disbursement, or extend the stated expiration of any Letter of Credit
      beyond the Revolving Facility Maturity Date, without the prior written
      consent of each Lender directly affected thereby, except as provided in
      Section 2.05(c); provided, that any amendment to the financial covenant
      definitions in this Agreement shall not constitute a reduction in the rate
      of interest for purposes of this clause (i),

            (ii) increase or extend the Commitment of any Lender or decrease the
      Facility Fees, Issuing Bank Fees or L/C Participation Fees or other fees
      of any Lender, Agent or Issuing Bank without the prior written consent of
      such Lender, Agent or Issuing Bank (it being understood that waivers or
      modifications of conditions precedent, covenants, Defaults or Events of
      Default or of a mandatory reduction in the aggregate Commitments shall not
      constitute an increase of the Commitments of any Lender),

            (iii) extend or waive any Term Loan Installment Date or reduce the
      amount due on any Term Loan Installment Date or extend any date on which
      payment of interest on any Loan or any L/C Disbursement or any Fees is
      due, without the prior written consent of each Lender adversely affected
      thereby,

            (iv) amend the provisions of Section 5.02 of the Collateral
      Agreement, or any analogous provision of any other Security Document, in a
      manner that would by its terms alter the pro rata sharing of payments
      required thereby, without the prior written consent of each Lender
      adversely affected thereby,

            (v) amend or modify the provisions of this Section 9.08 or the
      definition of the terms "Required Lenders" or any other provision hereof
      specifying the number or percentage of Lenders required to waive, amend or
      modify any rights hereunder or make any determination or grant any consent
      hereunder, without the prior written consent of each Lender adversely
      affected thereby (it being understood that, with the consent of the
      Required Lenders, additional extensions of credit pursuant to this
      Agreement may be


                                     -143-
<PAGE>

      included in the determination of the Required Lenders on substantially the
      same basis as the Loans and Commitments are included on the Closing Date),

            (vi) release all or substantially all the Collateral or release any
      of Holdings (prior to a Borrower Qualified IPO), the Borrower or all or
      substantially all of the Subsidiary Loan Parties from their respective
      Guarantees under the Collateral Agreement, unless, in the case of a
      Subsidiary Loan Party, all or substantially all the Equity Interests of
      such Subsidiary Loan Party is sold or otherwise disposed of in a
      transaction permitted by this Agreement, without the prior written consent
      of each Lender;

            (vii) effect any waiver, amendment or modification that by its terms
      adversely affects the rights in respect of payments or collateral of
      Lenders participating in any Facility differently from those of Lender
      participating in another Facility, without the consent of the Required
      Lenders participating in the adversely affected Facility (it being agreed
      that the Required Lenders may waive, in whole or in part, any prepayment
      or Commitment reduction required by Section 2.11 so long as the
      application of any prepayment or Commitment reduction still required to be
      made is not changed);

provided, further, that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or an Issuing Bank
hereunder without the prior written consent of the Administrative Agent or such
Issuing Bank acting as such at the effective date of such agreement, as
applicable. Each Lender shall be bound by any waiver, amendment or modification
authorized by this Section 9.08 and any consent by any Lender pursuant to this
Section 9.08 shall bind any assignee of such Lender.

            (c) Without the consent of the Syndication Agents, the Documentation
Agents or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties
and the Administrative Agent may (in their respective sole discretion, or shall,
to the extent required by any Loan Document) enter into any amendment,
modification or waiver of any Loan Document, or enter into any new agreement or
instrument, to effect the granting, perfection, protection, expansion or
enhancement of any security interest in any Collateral or additional property to
become Collateral for the benefit of the Secured Parties, or as required by
local law to give effect to, or protect any security interest for the benefit of
the Secured Parties, in any property or so that the security interests therein
comply with applicable law.

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

            (e) Notwithstanding the foregoing, technical and conforming
modifications to the Loan Documents may be made with the consent of the Borrower
and the Administrative


                                     -144-
<PAGE>

Agent to the extent necessary to integrate any Incremental Term Loan Commitments
or Incremental Revolving Facility Commitments on substantially the same basis as
the Term Loans or Revolving Facility Loans, as applicable.

            SECTION 9.09. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges that are treated as interest under applicable law
(collectively, the "Charges"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received,
taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum
lawful rate (the "Maximum Rate") that may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate
of interest payable hereunder, together with all Charges payable to such Lender
or such Issuing Bank, shall be limited to the Maximum Rate; provided, that such
excess amount shall be paid to such Lender or such Issuing Bank on subsequent
payment dates to the extent not exceeding the legal limitation.

            SECTION 9.10. Entire Agreement. This Agreement, the other Loan
Documents and the agreements regarding certain Fees referred to herein
constitute the entire contract between the parties relative to the subject
matter hereof. Any previous agreement among or representations from the parties
or their Affiliates with respect to the subject matter hereof is superseded by
this Agreement and the other Loan Documents. Notwithstanding the foregoing, the
Fee Letter shall survive the execution and delivery of this Agreement and remain
in full force and effect. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any party other than
the parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

            SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.

            SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held 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. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


                                     -145-
<PAGE>

            SECTION 9.13. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which,
when taken together, shall constitute but one contract, and shall become
effective as provided in Section 9.03. Delivery of an executed counterpart to
this Agreement by facsimile transmission (or other electronic transmission
pursuant to procedures approved by the Administrative Agent) shall be as
effective as delivery of a manually signed original.

            SECTION 9.14. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or federal court of the United States of America sitting in New York City, and
any appellate court from any thereof (collectively, "New York Courts"), in any
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement or any of the other Loan
Documents in the courts of any jurisdiction, except that each of the Loan
Parties agrees that (a) it will not bring any such action or proceeding in any
court other than New York Courts (it being acknowledged and agreed by the
parties hereto that any other forum would be inconvenient and inappropriate in
view of the fact that more of the Lenders who would be affected by any such
action or proceeding have contacts with the State of New York than any other
jurisdiction), and (b) in any such action or proceeding brought against any Loan
Party in any other court, it will not assert any cross-claim, counterclaim or
setoff, or seek any other affirmative relief, except to the extent that the
failure to assert the same will preclude such Loan Party from asserting or
seeking the same in the New York Courts.

            (b) Each of the parties hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

            SECTION 9.16. Confidentiality. Each of the Lenders, each Issuing
Bank and each of the Agents agrees that it shall maintain in confidence any
information relating to Holdings, the Borrower and any Subsidiary furnished to
it by or on behalf of Holdings, the Borrower or any Subsidiary (other than
information that (a) has become generally available to the public other than as
a result of a disclosure by such party, (b) has been independently developed by
such Lender, such Issuing Bank or such Agent without violating this Section 9.16


                                     -146-
<PAGE>

or (c) was available to such Lender, such Issuing Bank or such Agent from a
third party having, to such person's knowledge, no obligations of
confidentiality to Holdings, the Borrower or any other Loan Party) and shall not
reveal the same other than to its directors, trustees, officers, employees and
advisors with a need to know or to any person that approves or administers the
Loans on behalf of such Lender (so long as each such person shall have been
instructed to keep the same confidential in accordance with this Section 9.16),
except: (A) to the extent necessary to comply with law or any legal process or
the requirements of any Governmental Authority, the National Association of
Insurance Commissioners or of any securities exchange on which securities of the
disclosing party or any Affiliate of the disclosing party are listed or traded,
(B) as part of normal reporting or review procedures to, or examinations by,
Governmental Authorities or self-regulatory authorities, including the National
Association of Insurance Commissioners or the National Association of Securities
Dealers, Inc., (C) to its parent companies, Affiliates or auditors (so long as
each such person shall have been instructed to keep the same confidential in
accordance with this Section 9.16), (D) in order to enforce its rights under any
Loan Document in a legal proceeding, (E) to any pledge under Section 9.04(d) or
any other prospective assignee of, or prospective Participant in, any of its
rights under this Agreement (so long as such person shall have been instructed
to keep the same confidential in accordance with this Section 9.16) and (F) to
any direct or indirect contractual counterparty in Swap Agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 9.16).

            SECTION 9.17. Platform; Borrower Materials(a) . The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers
will make available to the Lenders and the Issuing Bank materials and/or
information provided by or on behalf of the Borrower hereunder (collectively,
"Borrower Materials") by posting the Borrower Materials on IntraLinks or another
similar electronic system (the "Platform"), and (b) certain of the Lenders may
be "public-side" Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to the Borrower or its securities) (each, a
"Public Lender"). The Borrower hereby agrees that it will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may
be distributed to the Public Lenders and that (i) all such Borrower Materials
shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall
mean that the word "PUBLIC" shall appear prominently on the first page thereof,
(ii) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to
have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing
Bank and the Lenders to treat such Borrower Materials as either publicly
available information or not material information (although it may be sensitive
and proprietary) with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws, (iii) all Borrower Materials
marked "PUBLIC" are permitted to be made available through a portion of the
Platform designated "Public Investor;" and (iv) the Administrative Agent and the
Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are
not marked "PUBLIC" as being suitable only for posting on a portion of the
Platform not designated "Public Investor."

            SECTION 9.18. Release of Liens and Guarantees(a) . In the event that
any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes
of all or any portion of any of the Equity Interests or assets of any Subsidiary
Loan Party to a person that is not (and is not required to become) a Loan Party
in a transaction not prohibited by Section 6.05, any Liens


                                     -147-
<PAGE>

created by any Loan Document in respect of such Equity Interests or assets shall
be automatically released and the Administrative Agent shall promptly (and the
Lenders hereby authorize the Administrative Agent to) take such action and
execute any such documents as may be reasonably requested by Holdings or the
Borrower and at the Borrower's expense in connection with the release of any
Liens created by any Loan Document in respect of such Equity Interests or
assets, and, in the case of a disposition of the Equity Interests of any
Subsidiary Loan Party in a transaction permitted by Section 6.05 (including
through merger, consolidation, amalgamation or otherwise) and as a result of
which such Subsidiary Loan Party would cease to be a Subsidiary, such Subsidiary
Loan Party's obligations under its Guarantee shall be automatically terminated
and the Administrative Agent shall promptly (and the Lenders hereby authorize
the Administrative Agent to) take such action and execute any such documents as
may be reasonably requested by Holdings or the Borrower to terminate such
Subsidiary Loan Party's obligations under its Guarantee. In addition, the
Administrative Agent agrees to take such actions as are reasonably requested by
Holdings or the Borrower and at the Borrower's expense to terminate the Liens
and security interests created by the Loan Documents when all the Obligations
(other than contingent indemnification Obligations and expense reimbursement
claims to the extent no claim therefor has been made) are paid in full and all
Letters of Credit and Commitments are terminated. Without limiting the
foregoing, upon the consummation of a Borrower Qualified IPO, Holdings shall be
released from its Guarantee, shall cease to be a Loan party, and any Liens
created by any Loan Documents on any assets or Equity Interests owned by
Holdings shall be released.

            SECTION 9.19. Judgment Currency. If, for the purposes of obtaining
judgment in any court, it is necessary to convert a sum due hereunder or any
other Loan Document in one currency into another currency, the rate of exchange
used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given. The
obligation of the Borrower in respect of any such sum due from it to the
Administrative Agent or the Lenders hereunder or under the other Loan Documents
shall, notwithstanding any judgment in a currency (the "Judgment Currency")
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the "Agreement Currency"), be
discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from the Borrower in the Agreement Currency, such Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such
currency, the Administrative Agent agrees to return the amount of any excess to
such Borrower (or to any other person who may be entitled thereto under
applicable law).

            SECTION 9.20. USA PATRIOT Act Notice. Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA PATRIOT Act, it is required to obtain, verify and record
information that identifies each Loan Party, which


                                     -148-
<PAGE>

information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify each Loan Party in accordance with the USA PATRIOT Act.

            SECTION 9.21. No Liability of the Issuing Banks. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
any Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against such Issuing Bank, and such Issuing Bank
shall be liable to the Borrower, to the extent of any direct, but not
consequential, damages suffered by the Borrower that the Borrower proves were
caused by (i) such Issuing Bank's willful misconduct or gross negligence as
determined in a final, non-appealable judgment by a court of competent
jurisdiction in determining whether documents presented under any Letter of
Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank's
willful failure to make lawful payment under a Letter of Credit after the
presentation to it of a draft and certificates strictly complying with the terms
and conditions of the Letter of Credit. In furtherance and not in limitation of
the foregoing, such Issuing Bank may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary.

                            [Signature Pages Follow]


                                     -149-
<PAGE>

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

                                 BAUBLE HOLDINGS CORP.
                                 BAUBLE ACQUISITION SUB, INC.


                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:


                                     -150-
<PAGE>

                                 CREDIT SUISSE, Cayman Islands Branch,
                                 as Administrative Agent and as a Lender

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:


                                     -151-
<PAGE>

                                 BEAR STEARNS CORPORATE LENDING INC.,
                                 as Syndication Agent and a Lender

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:


                                     -152-
<PAGE>

                                 LEHMAN COMMERCIAL PAPER INC.,
                                 as Documentation Agent and a Lender

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:


                                     -153-
<PAGE>

                                 LASALLE BANK NATIONAL ASSOCIATION,
                                 as Documentation Agent and a Lender

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:


                                     -154-
<PAGE>

                                 MIZUHO CORPORATE BANK, LTD.,
                                 as Syndication Agent and a Lender

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:


                                     -155-
<PAGE>

                                 NATIXIS,
                                 as a Lender

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:


                                     -156-
<PAGE>

                                 SUNTRUST BANK,
                                 as a Lender

                                 By:
                                    -------------------------------------
                                    Name:
                                    Title:


                                     -157-